CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company It may decide the creation of committees tasked with studying the except for resolutions involving the verification and control of the issues that itself or its Chairman submit to their review for comment. annual and consolidated financial statements, for which the physical The Supervisory Board draws up rules of procedure governing the presence of at least half the members is legally required. ways in which it exercises its powers and grants authorizations to its Executives may attend meetings of the Board in an advisory capacity, Chairman. These include limitations on the Executive Board’s powers at the initiative of the Chairman, but no internal provision of the by means of thresholds, for which advance authorization by the Company mandates the attendance of the members of the Executive Supervisory Board is required for certain important decisions, pursuant Board at meetings of the Supervisory Board. As a result, some meetings to Article 16 of the bylaws. To this end: are held without the members of the Executive Board in attendance. > the Supervisory Board gives to the Executive Board its prior This is always the case when their compensation or issues related consent on the proposed allocation of the profits or losses for the to the composition and operation of the Executive Board are being past fiscal year; discussed. > the following decisions of the Executive Board are subject to the Meetings of the Supervisory Board are held in English and French, prior authorization of the Supervisory Board: with, at the request of any member of the Supervisory Board, a simultaneous translation into French and English by an interpreter. — transactions likely to affect the strategy of the Company and its Decisions are made based on a majority of votes cast by members Group, and to modify their financial structure and their scope present or represented. If votes are evenly split, the Chairman of the of activity, meeting holds the casting vote. — the issuances of securities, of any nature whatsoever, likely to A register of attendance signed by the members of the Supervisory entail a modification in the share capital, Board attending the meeting, in their name or for the other members — the following transactions to the extent that they each exceed of the Supervisory Board that they represent, is kept at the head office. €8,000,000 or its equivalent in any other currencies: A Supervisory Board member may give proxy by letter to another – the direct or indirect acquisition or sale of any assets member of the Supervisory Board to represent him or her at a meeting (including buildings by nature or holdings), with the exception of the Board. No member of the Supervisory Board may, during the of all transactions between Klépierre Group entities, same meeting, hold more than one proxy thus received. Proxies given by letter, or, as the case may be, by fax, must be attached to the – in case of dispute, the signing of any agreements and register of attendance. settlements, and the acceptance of any arrangement. However, a copy or an extract of the minutes of deliberation The Supervisory Board alone has the authority to amend its internal will constitute sufficient proof of the number of members of rules. the Supervisory Board in office as well as their attendance or representation at a meeting of the Supervisory Board. Meetings of the Supervisory Board The members of the Supervisory Board, and any person attending The Supervisory Board meets as often as the interests of the Company the meetings of the Supervisory Board, are bound by confidentiality require, at least four times a year, either at the head office or in any obligations with regard to the deliberations of the Board with respect other location. It is convened by the Chairman and examines any item to information that is of a confidential nature or presented as such included in the agenda by the Chairman or by a simple majority of the by the Chairman. Supervisory Board. Meetings of the Supervisory Board without the Meetings may be called by the Secretary of the Board by letter, executive corporate officers in attendance telegram fax or verbally. However, the Chairman of the Supervisory Board must call Board The Supervisory Board regularly meets without the executive meetings on a date that is not more than 15 days later if at least one corporate officers in attendance. This is the case, for example, member of the Executive Board or at least one third of the members when they are resolving upon their performance or compensation. of the Supervisory Board present a reasoned request to that effect. Discussions and informal contact between the members of the If the request goes unaddressed, those who submitted it may call the Supervisory Board, not attended by the Executive Board members, meeting themselves and determine the agenda. also take place on an ad hoc basis during each fiscal year. In practice, the Chairman generally strives to leave a period of seven Assessment of the Supervisory Board days between the notice of meeting and the Supervisory Board The Board periodically assesses its composition, organization and meetings. The Chairman also strives to take into account the agenda procedures, as well as those of its committees. The Board provides an constraints of members of the Supervisory Board so as to ensure update once a year in this regard and a formal assessment is carried the attendance of the largest number of members at each meeting. out at least every three years. When a meeting is convened, a folder containing all of the supporting documentation for the agenda is provided to the Board members on The conclusions of these assessments are reported on in the a secure platform for electronic Board meeting management. This registration document, so that the shareholders are kept informed platform can be accessed via an internet browser or tablet application. each year of the content of the assessments and any follow-up (see For the Supervisory Board to deliberate validly, at least half of its the section entitled “Evaluation of the Supervisory Board” below). members must be present. Members of the Supervisory Board may take part in the Board’s resolutions by video link or by any other means of telecommunication that allows them to be identified and ensures that they can participate, 232 KLÉPIERRE 2017 REGISTRATION DOCUMENT