CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 5.1.2.3 The Nomination and Compensation > the composition of the special committees; Committee > the evaluation of the Supervisory Board’s operation; Composition of the Nomination and Compensation > directors’ fees; Committee > the succession plan of the executive corporate officers (review, monitoring); This Committee has at least two and no more than five members chosen by the Board from among its members. > the situation of the Executive Board members and determination of their compensation (and, particularly, clarification of the financial The table below shows the composition of the Committee as of the consequences of the likely termination of the employment contract filing date of this registration document as well as the changes with of Jean-Michel Gault when his term of office as an Executive Board respect to composition that occurred during the fiscal year: member ceases, and changes to his employment contract); Name Changes that occurred during the fiscal year > defining the compensation policy; Bertrand de Feydeau, Term of office expired at the end > the review of a 2017 bonus share allocation plan; Chairman of the General Meeting of April 18, 2017 Catherine Simoni, Catherine Simoni was appointed Chairman > changing the performance conditions applicable to the bonus Chairman of the Nomination and Compensation Committee shares allocated after 2017; on April 18, 2017 > establishing a comprehensive schedule of work to be completed Jeroen Drost in 2018. Steven Fivel N/A Rose-Marie Van As part of its work related to the composition of the Supervisory Board Lerberghe and special committees, the Committee takes account of diversity, independence, skills, equal gender representation, age and years The proportion of independent members is 50%, including the of service on the Board criteria prior to proposing to the Board the Chairman, who has the casting vote in the event of a tied vote. renewals of terms of members or the appointments of new members to the Board or its committees. Operation of the Nomination and Compensation Committee 5.1.2.4 The Sustainable Development Committee The Committee meets at least once a year on the understanding that the calendar of its meetings is set by the Board. However, the Composition of the Sustainable Development Committee may meet at the request of at least two of its members. Committee The members of the Committee may participate in Committee This Committee has at least two and no more than four members meetings by videoconference or by any other means of chosen by the Board from among its members. telecommunication which allows their identification and guarantees their actual attendance. The table below shows the composition of the Committee as of the filing date of this registration document as well as the changes with For it to be able to deliberate validly, at least half of the Committee’s respect to composition that occurred during the fiscal year: members must be present. One Committee member cannot be represented by another. Name Changes that occurred during the fiscal year Meetings of the Committee are held in English and French, with, at the Steven Fivel, Chairman request of any member of the Committee, a simultaneous translation Béatrice de into French and English by an interpreter. Clermont-Tonnerre N/A Stanley Shashoua Work of the Nomination and Compensation Committee Catherine Simoni Duties The proportion of independent members is 50%. This Committee is tasked by the Supervisory Board to prepare Operation of the Sustainable Development Committee recommendations for the Board concerning the nomination and compensation of Executive Board and Supervisory Board members The Committee meets at least twice a year on the understanding and the compensation policy of the Chairman and Vice Chairman that the calendar of its meetings is set by the Board. However, the of the Supervisory Board and the members of the Executive Board Committee may meet at the request of at least two of its members. (including grants of performance shares or stock subscription or The members of the Committee may participate in Committee purchase options). meetings by videoconference or by any other means of telecommunication which allows their identification and guarantees Work of the Nomination and Compensation their actual attendance. Committee in 2017 For it to be able to deliberate validly, at least half of the Committee’s It met six times during fiscal year 2017, with an average attendance members must be present. One Committee member cannot be rate of 100%. represented by another. Its work focused mainly on: Meetings of the Committee are held in English and French, with, at the > the governance of the Supervisory Board; request of any member of the Committee, a simultaneous translation into French and English by an interpreter. > the renewal of the terms of office of some members of the Supervisory Board; KLÉPIERRE 2017 REGISTRATION DOCUMENT 237