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BOARD OF DIRECTORS

In 2014, Rexel moved to a new governance structure, which is better suited to direct and manage the Group in today s rapidly

changing energy sector. The Board of Directors and Executive Committee are working closely together to streamline the decision-making process

and accelerate the implementation of the Group s strategy.

GLOBAL FOOTPRINT LANDMARKS STRATEGY GOVERNANCE

CORPORATE GOVERNANCE

Rexel s corporate governance principles are based on the corporate governance code for listed companies established by the Association française des entreprises privées (French Association of Private Companies, AFEP) and the Mouvement des entreprises de France (French Business Confederation, MEDEF).

The Board of Directors

RUDY PROVOOST Chairman of the Board of Directors and CEO

FRANÇOIS HENROT* Vice Chairman of the Board of Directors and Chairman of the Nomination and Compensation Committee

PIER LUIGI SIGISMONDI* Chairman of the Strategic Investment Committee

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors comprises nine members and is chaired by Rexel Chairman and CEO Rudy Provoost. Independent Board member François Henrot has been named Deputy Chairman and Senior Independent Director.

To help it fulfill its duties and facilitate its decisions, the Board of Directors relies on the opinions, proposals and recommendations of three specialized committees whose members and attributions are set by the Board.

OF DIRECTORS ARE INDEPENDENT

89%

MAY 27, 2015