BOARD PRACTICES 16 The Board of Directors or the Chairman of the Board of Directors independent directors and more generally in connection with may also submit any other issue to the compensation committee the changes in the composition of the Board; for its opinion. In addition, the compensation committee may • assisting the Board of Directors in connection with the decide to consider any issue and give its opinion thereon. assessment of the independence criteria making it possible to classify a director as an independent director in the light of the 16.3.2.3 Activities of the committee during the last fiscal code of corporate governance chosen by the Company; year • assisting the Board of Directors in setting up a succession The compensation committee met two times in 2017. The plan for the executive officers, in particular, in the event of an main topics discussed by the committee, and on which it made unanticipated vacancy; recommendations to the Board of Directors, were the terms • assisting the Board of Directors in a review of the insurance of the remuneration proposed to our CMO, the grant of share coverage of the corporate officers’ civil liabilities; and options (BSA) to independent directors and consultants, and free shares (AGA) to employees and senior executives, as well as the • in general, making any proposal to the Board of Directors review of corporate objectives achievement for 2017 and the concerning the appointment or renewal of the offices of related variable compensation for officers. directors submitted to the general meeting of shareholders or concerning the cooptation of directors. 16.3.3 NOMINATIONS COMMITTEE The Board of Directors or the chairman of the Board of Directors Our nominations committee makes proposals to the Board of may also decide to submit to it for its opinion any issue in relation with Directors relating to the appointment or renewal of the offices the appointment of directors and, more generally, the composition of directors submitted to the general meeting or relating to the of the Board of Directors. Likewise, the nominations committee cooptation of directors. may decide to look at any issue and express any opinions. 16.3.3.1 Composition 16.3.3.3 Activities during 2017 The nominations committee is composed of at least three The nomination committee met once in 2017. The main members, nominated by our Board of Directors, among which at topics discussed by the committee, and on which it made least one is chosen from the independent members of the Board recommendations to the Board of Directors, were the review of of Directors. the Board of Directors and special committees composition, and notably the identification of candidates to comply with new legal The length of the term of members of the nominations committee requirements on balanced representation of men and women. coincides with the length of their term as member of the Board of Directors. The term of office of the nominations committee members is 16.4 renewable. STATEMENT RELATING TO CORPORATE As of date of this Registration Document, we have an GOVERNANCE appointments committee composed of Dr. Goodfel low, Mr. Wyzga, Ms. Mount and Bpifrance Participations 16.4.1 CORPORATE GOVERNANCE represented by Ms. Corbaz. Dr. Goodfellow is the chairman of Regarding the Code of Corporate Governance, our company the nominations committee. refers to the MiddleNext Code of Corporate Governance for Small and Medium-Sized Companies as amended in September 2016, 16.3.3.2 Duties available on the MiddleNext website (www.middlenext.com), The principal duties and responsibilities of our nominations hereinafter the Code of Practice. committee include: The Board of Directors acknowledges that it is familiar with • making all proposals to the Board of Directors related to the the information presented under the “due diligence points” identification of candidates for the post of director, in particular (Points de vigilance) section of this Code of Practice. The Board both within the scope of the Company’s obligation to comply of Directors considers that its organization and the procedures with the provisions of Article L.225-18-1 of the French it has implemented allow it to satisfactorily address these due Commercial Code and in connection with the identification of diligence points and all the Code of Practice’s recommendations. 168– GENSIGHT BIOLOGICS – 2017 Registration Document