CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company > authorizations granted to the Executive Board: The Board also noted that the presence of recently appointed — the authorization granted annually to the Executive Board to members enabled the Board to benefit from the new perspectives issue guarantees and endorsements, contributed by these members. — authorizations for investments and/or developments in France As the Board had requested, strategic reports were regularly and abroad, presented to it, specifically focusing on different geographical areas. — authorizations for divestments in France and abroad, Klépierre’s activities in the previous period were systematically reviewed at each Board meeting, as well as its financial policy, and — related-party agreement authorizations, the members particularly welcomed the fact that the presentations — authorizations regarding financing; were made from a strategic point of view. > corporate governance: Several informal meetings have also been held between the Executive Board and certain Board members, at their request, on technical or — proposal for re-appointment of members of the Supervisory one-off matters requiring more detailed explanations, enabling these Board, members to improve their understanding of the Group’s activities. Generally speaking, regular communication and exchange was — membership of the Board and special committees, established between the Board members and Executive Board — update on the procedures of the Board and the special members in order to perfect the information provided to Board committees, members about the Group and its activities. — situation and compensation of the Executive Board members, Regarding the effective contribution of each member to the work of total amount of directors’ fees; the Board, the Board noted that the discussions were of high quality and took place in the framework of an open, calm dialog that allowed > preparation for the 2017 Annual General Meeting of Shareholders; each member to express his/her point of view. > the 2017 bonus share allocation plan; The Board particularly noted the significant contribution of the > a review of policy on equality in terms of career advancement and Chairman to Board proceedings, in terms of his involvement, regular pay for all employees and between men and women; attendance of meetings, expertise and skills in the sector. In particular, the operation of the Board’s committees was appreciated, and it was > various presentations of Group strategy by geographical area. believed that they had played their full part by facilitating the decision- At Board meetings, the Committee Chairmen present the analysis and making process within the Board, through their preparatory work and provide the recommendations from the Committees on topics that fall the quality of the reports. The assiduousness of the Supervisory within their remit. Board’s members was also stressed. The Supervisory Board again asked for a regular presentation of the Evaluation of the Supervisory Board Group’s activity by geographical area by the operational managers of each area. It also asked for certain information sent to the committees to As previously mentioned, each year, the Board discusses its be provided to it (in particular, the benchmarking carried out by external operation and conducts a formal evaluation of its operation and advisors concerning the compensation of the corporate officers). those of its special committees. As required by the AFEP-MEDEF Code, this involves checking that the agenda for the Board’s work covers the scope of its duties, that important questions are 5.1.2 Special Committees prepared and discussed in a satisfactory manner, and evaluating the In order to carry out its tasks, the Supervisory Board has set up actual contribution of each member to the Board’s work and their special committees, whose reports are sent to the Supervisory Board involvement in deliberations. before its meetings. Similarly, the presence of recently appointed In this regard, Klépierre’s Supervisory Board was formally assessed for members is likely to allow the Board to benefit from the new insight the two consecutive fiscal years of 2015 and 2016, enabling feedback provided by the latter. Within its area of expertise, each Committee from the most recently appointed Board members to be analyzed. issues proposals, recommendations and opinions, where required, and These formal assessments were conducted through a questionnaire reports on its duties to the Supervisory Board. sent to the members of the Supervisory Board. This questionnaire The Committees are: included 25 questions with a scoring scale and also invited the > the Investment Committee; members to write qualitative comments on different topics. Members were also asked to express an opinion on the composition of the > the Audit Committee; Board and Committees, the number of meetings of these bodies, the preparation and holding of meetings, the role and performance > the Nomination and Compensation Committee; of their tasks by Special Committees, and generally, the quality and > the Sustainable Development Committee. effectiveness of debates. For fiscal year 2016, the evaluation showed that the members of the Supervisory Board had expressed overall satisfaction concerning the operation of the Board and that of its Committees. The Board members noted that the points for improvement mentioned for fiscal year 2015 (the time taken to send documents to Board members and the time spent on strategic subjects or matters related to Group activities) had been taken into account. In particular, the Board was very satisfied with the diversity of its composition. It believed that its members had complementary profiles and multiple skills spanning finance, real estate, retail, digital, human resources and governance. 234 KLÉPIERRE 2017 REGISTRATION DOCUMENT