BOARD PRACTICES 16 • ensuring the independence of the Statutory Auditors and take As of the date of this Registration Document, we have a appropriate enforcement action, if necessary; compensation committee composed of Dr. Seiter, Dr. Magni and • regularly reviewing the status of major disputes; Dr. Goodfellow. Dr. Magni is the chairman of the compensation committee. • approving the provision of non-audit services; None of the members of the compensation committee has at • reporting on a regular basis to the Board of Directors on the any time during the prior three years been one of our officers or performance of its duties; and employees. None of our executive officers currently serves, or • in general , providing advice and making appropriate in the past fiscal year has served, as a member of the Board of recommendations in connection with the above matters. Directors or compensation committee of any entity that has one or more executive officers serving on our Board or compensation The audit committee regularly reports to the Board of Directors committee. For a description of any transactions between us and on the performance of its tasks and the results of the Statutory members of the compensation committee and affiliates of such Audit engagement, its contribution to the integrity of the financial members, please see Section 19, “Related Party Transactions” of information and the role that it played in this process. The audit this Registration Document. committee must inform the Board of Directors without delay of any difficulty it encounters. 16.3.2.2 Duties The Board of Directors or the Chairman of the Board of Directors The principal duties and responsibilities of our compensation may also submit any other issue to the audit committee for its committee include: opinion. In addition, the audit committee may decide to consider • reviewing the main objectives proposed by executive any issue and give its opinion thereon. management with respect to compensation of our managers who are not corporate officers, including free share plans and 16.3.1.3 Activities of the committee during the last fiscal share subscription or purchase options; year • reviewing the compensation of our managers who are not The audit committee met three times in 2017. The main corporate officers, including free share plans and share topics discussed by the committee, and on which it made subscription or purchase options, retirement and insurance recommendations to the Board of Directors, were the review and plans and benefits in kind; approval of 2016 full year financial statements, 2017 half year • submitting recommendations and proposals to the Board of consolidated financial statements, and 2018 budget. Directors concerning: – compensation, retirement, insurance and benefit plans, non- 16.3.2 COMPENSATION COMMITTEE cash benefits, and other financial rights, including severance pay, of executive officers (mandataires sociaux). The Our compensation committee assists the Board of Directors committee proposes compensation amounts and structures, in reviewing and making recommendations to the Board of in particular the rules for calculating the variable component Directors with respect to the compensation of our executive of compensation, taking into account our strategies, officers and directors. objectives and performance, as well as market practices; and – free share plans, share subscription or stock options, and any 16.3.2.1 Composition other similar incentive plan, in particular benefits granted to The compensation committee is composed of at least three specific corporate officers who are eligible for such plans; members, nominated by our Board of Directors, among which • reviewing the total amount of directors’ fees and the method at least one will be chosen from the independent members of the for distributing them among the directors, as wel l as the Board of Directors. requirements for obtaining reimbursement of expenses that The compensation committee may not include any senior directors of the Board may incur; executive or officer of the Company. • preparing and submitting to the Board of Directors any reports that may be required by the internal rules; The term of office of the compensation committee members is • making any other recommendation concerning compensation renewable. that may be requested of it by the Board of Directors; and The length of the term of members of the compensation • in general, the compensation committee provides advice and committee coincides with the length of their term as a member of makes appropriate recommendations in connection with the the Board of Directors. above matters. GENSIGHT BIOLOGICS – 2017 Registration Document– 167