SFIL Annual financial report 2018

Report on corporate governance I 2 47 Annual Financial Report 2018 SFIL Management report Report on corporate governance Consolidated financial statements in accordance with IFRS Annual financial statements in accordance with French GAAP Shareholders’ Meeting of May 29, 2019 General information 1.2.2. Composition of the Board of Directors as of December 31, 2018 Chantal Lory Philippe Mills Chair of the Board of Directors Chief Executive Officer Independent Director Director French State represented by Schwan Badirou Gafari Frédéric Guillemin Director representing employees Jean-Pierre Balligand Independent Director Cathy Kopp Independent Director Serge Bayard Director representing La Banque Postale, shareholder Thomas Morisse Director representing employees Pascal Cardineaud Director representing employees Françoise de Panafieu Independent Director Gabriel Cumenge Director proposed by the French State Sandrine Peraud-Chemla Director representing employees Marion Domalain Director representing employees Pierre Sorbets Independent Director Virginie Fernandes Director representing Caisse des dépôts et consignations, shareholder The following changes were made to the composition of the Board of Directors in 2018: 2018 Comments Exit Delphine de Chaisemartin Resignation of term of office as Director Arrival Virginie Fernandes Appointment as Director to fill a vacancy left by Delphine de Chaisemartin Exit Jérôme Reboul Resignation of term of office as Director Arrival Gabriel Cumenge Appointment as Director to fill a vacancy left by Jérôme Reboul Exit Catherine Boyaval Term of office as Director representing employees Exit Lorraine Coudel Term of office as Director representing employees Exit Patrick Galland Term of office as Director representing employees Arrival Marion Domalain Election as Director representing employees Arrival Thomas Morisse Election as Director representing employees Arrival Sandrine Peraud-Chemla Election as Director representing employees 1.2.3. Conditions for appointing directors and qualification of independent members While respecting the specific conditions for appointments linked to the status of SFIL as a State-backed company, the members of the Board of Directors are chosen on the basis of their skills and experience with regard to the Compa- ny’s activities. The Governance and Appointments Commit- tee performs an analysis for each appointment based on a matrix that lists the main areas of expertise sought by the Board for its candidates. Potential candidates are assessed individually while taking into account the Board’s overall expertise. New appointments are approved by the European supervisor on the basis of a “fit and proper” analysis. In accordance with the Afep/Medef Code, the Board of Directors, acting on the report of its Governance and Appointments Committee, reviewed the situation of each of its members with respect to the code criteria. The Board determined that five Board members qualified as independ- ent – Chantal Lory, Cathy Kopp, Françoise de Panafieu, Jean-Pierre Balligand and Pierre Sorbets – or 50% of all Board members not including the five directors represent- ing employees.