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ETHICS THE FIGHT AGAINST CORRUPTION GOVERNANCE

CORPORATE

GOVERNANCE In 2014, Rexel moved to a new governance structure,

better suited to the context of today s rapidly changing energy sector, to direct and manage the Group. The Board of Directors and the Executive Committee

are working closely together to streamline the decision-making process and accelerate the implementation of the Group s strategy.

OF DIRECTORS ARE WOMEN

(AS OF MAY 27, 2015)

45%

SHAREHOLDERS

BOARD OF DIRECTORS

EXECUTIVE COMMITTEE

AUDIT AND RISK COMMITTEE

NOMINATION AND COMPENSATION

COMMITTEE

STRATEGIC INVESTMENT COMMITTEE

THE EXECUTIVE COMMITTEE

The Executive Committee ( EXCOM ) helps manage the Group s operations. It is a special body that deliberates on strategic planning, coordinates initiatives, monitors performance and

follows the implementation of cross-disciplinary projects. It comprises nine members (as of July 1, 2015): The Chairman and CEO; five Group Senior

Vice-Presidents; three Regional Senior

Vice-Presidents.

Within the EXCOM, issues related to Corporate Social Responsibility (CSR) are handled by Pascale Giet, Group Senior Vice-President Communications and Sustainable Development and Vice-Chairman of the Rexel Foundation, and by Sharon MacBeath, Group Senior Vice-President Human Resources.