CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Members of the Executive Board must seek the opinion of the The related policies and procedures are set out in a Stock Market Supervisory Board before accepting a new appointment in a listed Compliance Charter which is updated on a regular basis by the company, it being specified that no individual member of the Executive Business Ethics Department of the Klépierre Group (and specifically Board may hold more than two offices in listed companies, including in relation to the entry into force of the new EU Market Abuse foreign companies, outside the Group. Regulation). At the date of the submission of this registration document and to the knowledge of the Company, there is no conflict of interest between 5.1.1.2 Operation of the Supervisory Board the duties toward Klépierre of any member of the Executive Board The Supervisory Board of the Company has internal rules that set or of the Supervisory Board and their private interests and/or other forth the rules for its meetings, its powers and the distribution of duties. Furthermore: directors’ fees among members. The internal rules of the Supervisory > there are no family ties between members of the Executive Board Board may be consulted at the Company’s website: www.klepierre.com. and/or members of the Supervisory Board; > none of the members of the Executive Board and/or members of Role of the Supervisory Board the Supervisory Board have been convicted for fraud in the last The Supervisory Board exercises permanent oversight over the five years; management of the Company by the Executive Board. > none of them have been subject to bankruptcy, receivership or At any time of the year, it may carry out any such audits and controls liquidation in the last five years; as it may deem appropriate, and may obtain any such documents as > no conviction and/or official public sanction has been recorded it may deem useful to carry out its duties. against any member of the Executive or Supervisory Boards; The Supervisory Board: > none of them have been prevented by a court from acting as a > appoints and dismisses the members of the Executive Board by a member of an administrative, executive or supervisory body of an two-thirds majority; it sets their compensation; issuing company or from managing or running the affairs of an issuing company in the last five years; > appoints and dismisses the Chairman of the Executive Board and, > none of them have been convicted of fraud during the past five possibly, appoints among the members of the Executive Board, years. one or more Managing Directors and terminates, as applicable, their term of office; Insider trading prevention/Stock market compliance > receives a report from the Executive Board on the corporate business each time it deems it necessary and at least once per The Board has taken note of the rules to be applied regarding quarter; the prevention of insider trading, in particular those issued under > audits and checks the parent company financial statements and, European Market Abuse Regulation 596/2014, which came into force where applicable, the consolidated financial statements, prepared on July 3, 2016, and the recommendations of the French Financial by the Executive Board and presented by the latter within three Markets Authority (AMF), particularly in relation to periods during months following the fiscal year-end, along with a written report on which transactions on Klépierre’s shares are prohibited. the Company’s position and its business during the past fiscal year; Supervisory Board and Executive Board members, individuals with > presents to the General Meeting called to vote on the parent close personal ties to executives and other management personnel, company financial statements and, where applicable, on the are all required under current regulations to disclose any transactions consolidated financial statements, its comments on the Executive they make involving securities issued by the Company, and are Board’s report as well as on the financial statements for the fiscal prohibited from conducting any personal transactions in Klépierre year; securities during the following periods: > for 15 calendar days before the publication of the quarterly > calls the General Meeting of Shareholders, if necessary, and information with respect to the first and third fiscal quarters; determines its agenda; > for 30 calendar days before the publication of the press release > decides the transfer of the registered office within the same with respect to the annual or half-year financial statements; department or a neighboring department, subject to ratification by the next Ordinary General Meeting of Shareholders; > during the period between the date on which Klépierre comes into > authorizes related-party agreements, in accordance with Article possession of an item of information which, if it were made public, L. 225-86 of the French Commercial Code; could have a material impact on the price of the securities and the date on which this information is made public. > authorizes the sale of buildings by nature as well as the full or Executives are also only authorized to carry out transactions on partial sale of interest and creation of guarantees on the corporate Klépierre’s shares on the day after the publication of the quarterly properties. The Supervisory Board may, up to an amount it sets or half-year information concerned and, with regard to the annual for each of them, authorize the Executive Board to carry out the financial statements, three days after their publication. transactions referred to above; when a transaction exceeds the amount so set, the authorization of the Supervisory Board is The above-mentioned ban on trading has been extended to include required in each case. all employees with ongoing access to insider information. Lastly, The Chairman of the Supervisory Board grants the Executive Board employees may be identified as occasional insiders and as such his/her prior consent to the appointment of persons called to exercise be temporarily covered by the same ban during periods in which the position of permanent representative of the Company at the Board transactions may influence Klépierre’s share price. of Directors or Supervisory Board of another French listed company, except as far as companies dependent upon the Klépierre Group are concerned. KLÉPIERRE 2017 REGISTRATION DOCUMENT 231