CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company Diversity policy shareholders and the market that its duties are carried out with the The Board’s diversity policy takes into account: necessary independence and objectivity. The Supervisory Board therefore ensures, when reviewing its composition and proposals for > a balanced representation of independent and non-independent appointment or re-appointment submitted to the General Meeting, members; that its members are diverse in terms of qualifications, age, gender, nationality, length of time on the Board and professional experience. > varied and complementary skills as reflected by the skills matrix presented below; Taking into account the elements set out below and the diversity criteria examined, the Supervisory Board considers that its current > gender balance; composition is satisfactory and that its members are active and > a strong international profile. assiduous. Nevertheless, it remains attentive to the fact that all possible improvements that could be in the interest of the Company Balanced composition or its development must be considered. At the date of filing of the Company’s registration document, the Various complementary skills are represented Supervisory Board is composed of nine members, namely: on the Supervisory Board > three members appointed upon the proposal of Simon Property The Supervisory Board believes that the skills of the members of Group: David Simon (Chairman of the Supervisory Board), Steven the Board are varied and complementary, with some members of Fivel and Stanley Shashoua; the Board having strategic skills and others financial skills or more > one member appointed upon the proposal of APG: Jeroen Drost; specific skills (communication, financial, social and legal, knowledge of the real estate or commercial sector, management experience). > five independent members (listed below). The diverse and complementary experience and expertise of the The Supervisory Board regularly reflects on the desirable balance of its members of the Supervisory Board means that they quickly gain a composition and that of the special committees in order to guarantee detailed understanding of Klépierre’s development challenges and that the Board is able to reach high-quality decisions. The skills matrix of the various members of the Board as of December 31, 2017 is shown below. Human International Real estate Managerial resources and Name experience sector Finance Retail experience governance Digital David Simon X X X X X X John Carrafiell X X X X X Béatrice de Clermont-Tonnerre X X X Jeroen Drost X X X X Steven Fivel X X X X X Stanley Shashoua X X X X X Catherine Simoni X X X X Rose-Marie Van Lerberghe X X X Florence Von Erb X X X The diversity of the Board’s composition is one of the Board’s strengths, A strong international profile and the Board ensures that it composition remains balanced at each renewal. The 2016 assessment of the Supervisory Board revealed that the With regard to the operation of the corporate bodies, the Company Board was very satisfied with the diversity of its composition. It concluded, not only looks at the application of the AFEP-MEDEF Code, but also among other things, that its members had complementary professional seeks to reflect the international environment in which the Group backgrounds and multiple skills ranging from finance, real estate, retail or conducts its business. The Supervisory Board therefore consists digital to human resources and governance. of three different nationalities (US, Dutch and French) and has five foreign members (David Simon, Jeroen Drost, John Carrafiell, Steven Gender balance Fivel and Stanley Shashoua). The Supervisory Board is composed of nine members, four of Proud of its international composition, the Supervisory Board wished whom (i.e., 44.45%) are women, a ratio exceeding the minimum 40% to propose to the General Meeting called to approve the financial stipulated in the French Commercial Code and the guidelines of the statements for fiscal year 2017 the renewal of the terms of office, for a AFEP-MEDEF Code. period of three years, of David Simon, John Carrafiell and Steven Fivel, whose professional backgrounds are mainly geared to international business (please refer to the “Changes in the composition of the Supervisory Board during fiscal years 2017 and 2018” section below) and to appoint Robert Fowlds, a British national, to replace Jeroen Drost. 228 KLÉPIERRE 2017 REGISTRATION DOCUMENT