CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Jean-Michel Gault Member of the Executive Board 57 years old – A graduate of École supérieure de commerce de Bordeaux – French nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career Jean-Michel Gault has served as Deputy CEO of Klépierre since January 1, 2009. He has been a member of the Executive Board since June 1, 2005. Jean-Michel Gault joined Klépierre in 1998 as Chief Financial Officer, after a 10-year career in the Paribas Group. In 2009, his role was expanded to include the Office Property division. In this role, he supervised Klépierre’s merger with Compagnie Foncière for which he was acting as Chief Financial Officer within the Real Estate Investment division of Paribas. Previously, he was Head of Financial Services and then appointed Chief Financial Officer at Cogedim, a Paribas subsidiary at that time. Jean-Michel Gault began his career with GTM International (Vinci Group) as a financial controller. > Date of first appointment: June 1, 2005 > Start and end dates of appointment: June 22, 2016 – June 21, 2019 Number of Klépierre shares: 43,905 Current appointments as of December 31, 2017 Klépierre Appointments in several subsidiaries* Outside Klépierre None Appointments expired during the last five fiscal years None * No compensation in the form of directors’ fees or other is paid or due under the appointments exercised at the level of the Group’s subsidiaries. 5.1.3.2 Operation of the Executive Board 5.1.4 Management bodies The Executive Board is appointed by the Supervisory Board for The Executive Board is backed by a Corporate Management three years. The members of the Executive Board may be removed, Team which meets every two weeks to prepare the decisions of in accordance with the law and the Company’s bylaws, by the the Executive Board in the field of operations, finance, information Supervisory Board or by the General Meeting of Shareholders. systems, legal, human resources and more generally, any other The Supervisory Board elects one of the Executive Board members as corporate subject. its Chairman. The Chairman carries out his or her duties throughout The Corporate Management Team comprises the following members: his or her term as a member of the Executive Board. The Chairman of the Executive Board represents the Company in its relations with > the Executive Board; third parties. > the Director of Human Resources and of the Legal Department; The Executive Board meets as often as the Company’s interests > the Chief Operating Officer; require. These meetings are held at the head office or at any other venue as indicated in the notice of meeting. > the Deputy Chief Financial Officer; At least half of the Executive Board members must be present for > the Chief Development Officer; proceedings to be considered valid. Decisions are adopted by the > the Chief Investment Officer; majority of votes of members present and represented. The Executive Board is vested with the most extensive powers to act on the > the Chief Communications Officer; Company’s behalf in all circumstances. It exercises these powers > the Group Head of Leasing; within the limits of the corporate purpose, subject, however, to those expressly attributed by law and the bylaws to the Supervisory Board > the Group Head of Marketing; or General Meetings of Shareholders. > the Group Head of Design, Architecture & Mall Conception; Under the control of the Supervisory Board, it must, in particular: > the France CEO. > present the Supervisory Board with a report on the Company’s business at least once every quarter; Furthermore, in order to strengthen the collaborative participation of the different countries in the Group, the Executive Board also > present the Supervisory Board with the annual financial relies on a Group Management Team comprising all members of statements, and where applicable, the consolidated financial the Corporate Management Team as well as all country managers. statements for audit and control, within three months of each The Group Management Team meets once every quarter to receive reporting date; from the Executive Board the Group’s guidelines in the field of strategy > communicate the management documents used for budgeting and and innovation and to a) share information about the operational forecasting purposes as well as an analysis report, within eight performance of the countries and progress made on development days of their completion and within four months of the start of the projects, b) discuss the organization projects, procedures and tools, reporting period at the latest. and c) share best practices and innovations. KLÉPIERRE 2017 REGISTRATION DOCUMENT 239