2 0 1 4 A C T I V I T Y R E P O R T / 1 9

The Board of Directors (continued)

FRITZ FRÖHLICH* Chairman of the Audit and Risk Committee

HENDRIKA VERHAGEN*

MONIKA RIBAR*

THOMAS FARRELL*

MARIA RICHTER*

ISABEL MAREY- SEMPER*

*independent members

Statutory Auditors

PRINCIPAL STATUTORY AUDITORS

ERNST & YOUNG AUDIT

PRICEWATER- HOUSECOOPERS AUDIT

DEPUTY STATUTORY AUDITORS

SAS AUDITEX

ANIK CHAUMARTIN

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 extension of the Directors and Board of Directors' Chairman and ensures compliance with independence criteria by members of the Board of 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 divisions or assets.

OF DIRECTORS ARE WOMEN

45%

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.