CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 A Board with a majority of independent members Conclusions of the review concerning the criterion of business relations between Klépierre and the members Summary of the procedure for qualifying of the Supervisory Board as an independent member of the Supervisory Board The business relationship review consists of two steps. First, the The Supervisory Board has adopted in full the definition of Nomination and Compensation Committee and then the Supervisory independence contained in the AFEP-MEDEF Code to determine Board review whether there is a business relationship. If it is the member independence. case, and in order to assess whether this relationship is significant or not, qualitative criteria (context, history and organization of the The status as independent member of the Supervisory Board is reviewed relationship, respective powers of the parties) and quantitative criteria annually by the Nomination and Compensation Committee on the basis (materiality of the relationship for the parties) are applied. of an analysis of the responses of the Supervisory Board members to an individual independence questionnaire sent to them in advance. At the date of filing of the registration document, the reviews carried The findings of the Nomination and Compensation Committee’s review out revealed that none of the members of the Supervisory Board had are then communicated to the Supervisory Board, which then reviews any business relationship with Klépierre. the situation of each member of the Supervisory Board. The conclusions of the Supervisory Board’s review are presented each year to the shareholders in the registration document. Conclusions of the review of all the independence criteria Following the annual review of the independence of the members of the Supervisory Board conducted on February 6, 2018, the Supervisory Board concluded that the following five members of the Supervisory Board, i.e., 55.55%, are independent: Explanation Béatrice de Rose- of exception to John Clermont- Catherine Marie Van Florence length-of-term Criteria for independence Carrafiell Tonnerre Simoni Lerberghe Von Erb criterion Not having held a position as employee or corporate officer Yes Yes Yes Yes Yes in the previous five years Having no simultaneous appointments Yes Yes Yes Yes Yes Having no business relations Yes Yes Yes Yes Yes Having no close family ties with an executive Yes Yes Yes Yes Yes Not having held the position of Statutory Auditor Yes Yes Yes Yes Yes in the previous five years Following the recommendation made by the AMF, a table showing the list of the Supervisory Board members considered independent, as at the date of this registration document, with regard to the Supervisory Board’s evaluation and the AFEP-MEDEF Code is given below. Independence of elected Board members with regard to the Supervisory Board’s evaluation the AFEP-MEDEF Code David Simon No No John Carrafiell Yes Yes Béatrice de Clermont-Tonnerre Yes Yes Jeroen Drost No No Steven Fivel No No Stanley Shashoua No No Catherine Simoni Yes Yes Rose-Marie Van Lerberghe Yes Yes Florence Von Erb Yes Yes KLÉPIERRE 2017 REGISTRATION DOCUMENT 229