CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Training of Supervisory Board members Chairman also ensured that the Board members had appropriate Each Supervisory Board member may receive, when appointed and training to enable them to carry out their duties. throughout his/her term of office, training on the specific aspects of The Chairman of the Board also took part in the Group’s strategic work, the Company, its activities and its business lines. Board members are in collaboration with the Executive Board. The Chairman was also also offered legal training to enable them to clearly identify the general called upon to provide his knowledge of the sector, experience and or specific rights and obligations incumbent upon them, including, in vision in the service of the Board. This results in regular consultation particular, those resulting from legal or regulatory texts, bylaws, rules with the Executive Board on strategic and/or sensitive issues, of procedure and any other legally binding text. particularly those relating to the Group’s orientation and organization, During the year, the members of the Supervisory Board are invited significant external growth projects, major financial transactions or the to participate, depending on their availability, in visits to one or Group’s financial information. Furthermore, if certain decisions require more property assets (selected from among the most characteristic prior authorization by the Board, the Chairman may be called upon to assets in the property portfolio), accompanied by an operational staff assist the Executive Board in its preparatory work on these various member, in order to better understand the Company’s business lines. projects. Board members also receive a press review containing updates on Lastly, in some circumstances, the Chairman may from time to time the Group’s news as well as the economic or legal developments likely be required to represent the Group in contacts with its tenants, major to impact it. The members also receive specialized documentation shareholders, stakeholders or partners. presenting the different industry developments specific to Klépierre’s Furthermore, in accordance with the bylaws, in the absence of environment. the Chairman of the Supervisory Board the Vice Chairman of the Audit Committee members also receive, on appointment and at their Supervisory Board chairs the meetings of the Supervisory Board and request, information on specific accounting, financial or operational the General Meetings. aspects of the Company. A virtual library of relevant publications on compensation and 5.1.1.3 Work of the Supervisory Board governance is made available to members of the Nomination and in fiscal year 2017 Compensation Committee and is updated regularly. Members thus The Board met nine times in fiscal year 2017, with an average have easy access to reports and news from the French Financial attendance rate higher than 94%. The attendance rate by Supervisory Markets Authority (AMF), AFEP (the French large companies Board member is presented in the table below: association) and MEDEF (the French employers’ association), the High Committee for Corporate Governance, and the OECD, as well Individual attendance rate at as the voting policies of the main proxies and investors, benchmarks, Supervisory Board meetings and various studies by experts and specialists. David Simon, Chairman of the Board 100% Furthermore, a program primarily aimed at new Supervisory Board Bertrand de Feydeau 100%* members (it is being specified that this program is obviously open to John Carrafiell 89% other members of the Board, if they wish to participate) is deployed Béatrice de Clermont-Tonnerre 89% when they take office, with the purpose of meeting the following Jeroen Drost 78% objectives: Steven Fivel 100% > facilitate their acquisition of knowledge about the Group’s data; Stanley Shashoua 100% Catherine Simoni 100% > know the Group’s specific business lines (such as development, Rose-Marie Van Lerberghe 89% construction, leasing or marketing, etc.); Florence Von Erb 100% > know the Group’s organization; * Percentage calculated on the basis of the number of meetings until the position was terminated (at the end of the General Meeting of April 18, 2017). > facilitate access to useful information for the smooth exercise of their term of office. The main points debated during these meetings were: This program primarily entails exchanges with different operational > the Group’s activities and finances: staff. In this context, meetings are organized with a select number of Group executives: members of the Executive Board, the Investment — the parent company and consolidated financial statements as Director, the Deputy CFO, the Development Director, the CEO of December 31, 2016, of France and Belgium Shopping Centers; the Legal and Human — the June 30, 2017 interim consolidated financial statements, Resources Director, one or several country Directors. The new Board members are also given Diligent Board Books — the appropriation of profit proposed at the General Meeting training to allow them to familiarize themselves with the Board’s case of April 18, 2017, monitoring tool. — the management documents used for budgeting and forecasting purposes, Role of the Chairman of the Supervisory Board — the Executive Board’s quarterly business review, In addition to the duties assigned to him/her by law, the Chairman of — the update of the 2017 budget, the Board oversees the proper operation of the Board. In particular, the Chairman of the Board ensures that there is a culture of openness — the adoption of the 2018 budget, and transparency within the Board, so that its discussions are clear — monitoring of the ongoing acquisition, disposal and development and well-informed. Specifically, in 2017, as in previous fiscal years, the projects, Chairman of the Board ensured that the Board members received adequate information before each Board meeting so that the — review of the Group’s financial position (revalued net assets, discussions and resolutions were effective. Where necessary, the debt); KLÉPIERRE 2017 REGISTRATION DOCUMENT 233