ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT 14 14.1.6 SUMMARY STATEMENT REGARDING their holdings in our share capital except for the rules relating to TRANSACTIONS BY EXECUTIVE OFFICERS AND the prevention of insider trading. DIRECTORS INVOLVING SHARES OF THE COMPANYManagement of conflicts of interest within the Board of Directors DURING THE FISCAL YEAR ENDED DECEMBER 31, 2017 Concerning the prevention and management of conflicts of During the fiscal year ended December 31, 2017, no transactions interest, the Board’s rules of procedure provide: were carried out by the executive officers and directors on the “2.5 Conflict of interest – non-competition obligation – obligation of Company’s shares. loyalty Each director has the duty and obligation to inform the Board spontaneously of any conflict of interest situation, even a potential 14.2 or future conflict, with the Company, or one of its subsidiaries, in CONFLICTS OF INTEREST which he/she is to be found or may find him/herself. He/she must To our knowledge, and subject to the relationships described refrain from participating in the discussions and the voting on the corresponding deliberation(s), and furthermore undertakes, in such in Section 19, “Related Party Transactions” and Section 4.6, event, to exit the Board meeting during the discussions and voting on “Risk Related to Our Business Operations,” as of the date of this such deliberation(s). Registration Document there are no potential conflicts of interest between the duties of the members of our Board of Directors Any agreement of which the signature is planned, to be entered into and officers and their private interests (including Bernard Gilly’s between a director and the Company, directly or indirectly or via interests as non-executive Chairman of the Board of Directors of an intermediary, or between the Company and a company or an Pixium Vision, given the difference of technologies developed by undertaking of which he/she is the owner, partner with unlimited Pixium Vision and the Company). liability, managing director, director, member of the Supervisory Board or, in general, a senior manager, except, in accordance with To our knowledge, as of the date of this Registration Document, the provisions of Article L.225-39 of the French Commercial Code, there are no conflicts of interest between Bernard Gil ly’s (i) those concerning day-to-day transactions and entered into under position in the Company and his positions as Chairman of the arm’s length conditions, and (ii) those entered into between two Boards of Directors of Brain Ever SAS, Pixium Vision S.A., companies, one of which holds, directly or indirectly, the entire share Gecko Biomedical S.A., Prophesee S.A., Eye TechCare S.A., capital of the other (where applicable, after deduction of the minimum Chronolife SAS, IBionext SAS, Tilak Healthcare SAS and number of shares required to satisfy the requirements of Article 1832 Brainiac SAS. of the French Civil Code or Articles L.225-1 and L.226-1 of the French In addition, following his resignation as President of Passage de Commercial Code), must be communicated by the interested director l’Innovation, Bernard Gilly retained approximately 27 percent of to the Chairman of the Board. At the time of the Board’s deliberation the shares of this company. having the effect of authorizing the signature of that agreement, the director will refrain from taking part in the voting. To our knowledge, as of the date of this Registration Document, there are no agreements or undertakings of any kind with In general, the Board of Directors takes preventive action with regard shareholders, clients, suppliers or others pursuant to which any to conflicts of interest by raising the awareness of directors and asking member of our Board of Directors or officers has been appointed them to update their declarations regularly. to such position. Finally, the Board of Directors reviews known conflicts of interest at least once a year. As of the date of this Registration Document, the members of the Board of Directors have not agreed to any restriction on For regulated related-party agreements, the Board may have an their right to transfer shares of the Company, with the exception independent expert appraisal carried out when it considers this of rules relating to the prevention of insider trading and the relevant. recommendations of the MiddleNext Code, as amended in A director or the permanent representative if the director is a legal September 2016, with respect to obligation to retain shares. entity cannot engage, on a personal basis, in companies or businesses As of the filing date of this Registration Document and subject that compete with the Company, without having previously informed to certain customary lockup agreements entered into with the the Board and without having received its authorization. The director underwriters in connection with our capital increase on June 27, is bound by a duty of loyalty. 2017 (a description of which has to be included in the prospectus A director who no longer believes he/she is in a position to fulfill his/her for that transaction), the members of our Board of Directors and duties on the Board or the Committees of which he/she is a member, officers have not agreed to any restrictions relating to the sale of must resign.” GENSIGHT BIOLOGICS – 2017 Registration Document– 151