15

2015 Activity and Sustainable Development Report

THE COMMITTEES MAIN RESPONSIBILITIES

Audit and Risk Committee Evaluates the accuracy and integrity of the corporate and consolidated accounts; Makes recommendations in the areas of finance, accounting and internal control.

Nomination and Compensation Committee Proposes the nomination, revocation, dismissal and renewal of the Directors and Board of Directors Chairman and ensures compliance with independence criteria by the Directors; Makes recommendations or advises on the Board of Directors Chairman s compensation and on the policy for the allotment of stock options and free shares.

Strategic Investment Committee Reviews and issues recommendations to the Board of Directors on planned acquisitions or disposals of business division or assets. 44%

The Board of Directors

Ian Meakins* Independent Director from July 1, 2016,

Chairman of the Board of Directors from October 1, 2016

François Henrot* Chairman of the Board of Directors on an interim basis from July 1, 2016

to September 30, 2016, Vice Chairman of the Board

of Directors, Senior Independent Director and Chairman of the

Nomination and Compensation Committee

Pier Luigi Sigismondi* Chairman of the

Strategic Investment Committee

Fritz Fröhlich* Chairman of the Audit and Risk Committee

Hendrica Verhagen*

Marianne Culver*

Thomas Farrell*

Maria Richter*

Elen Phillips*

*independent members

Rexel was recognized by the French Ministry of Women s Rights for its progress in women s representation at senior management level. Based on objective, transparent criteria, the ranking established by the firm Ethics & Boards for the Ministry of Women s Rights highlights the SBF 120 companies that are the most advanced in the area of gender balance.