BOARD PRACTICES 16 16.5 16.5.3 RULES OF PROCEDURE OF THE BOARD OF OPERATING PRINCIPALS OF THE BOARD OF DIRECTORS DIRECTORS Internal rules of the Board of Directors may be consulted on our website (www.gensight-biologics.com). 16.5.1 CONDITIONS OF PREPARATION FOR BOARD’S ACTIVITIES 16.5.4 TOPICS DISCUSSED DURING BOARD To allow the board members to usefully prepare meetings, the MEETINGS AND ACTIVITY REPORT chairman seeks to provide all necessary information or documents During fiscal year 2017, the Board of Directors specifical ly in advance. discussed the following subjects: Thus, the draft of the annual consolidated financial statements • Financial: capital increase in Europe and the US, preparation was sent to the directors several days before the board meeting of the annual financial statements and half-year consolidated to approve them was held. financial statements, examination of draft management documents, and review and approval of the 2018 budget and Whenever a board member so requests, the chairman shall send long-term strategic plan; all possible additional information and documents requested. • Compensation: examination and modification of the 16.5.2 CONTENT OF BOARD MEETINGS compensation of the chairman and chief executive officer, grant of free shares to all employees, grant of share purchase Meetings are convened in writing at least five business days in warrants to independent directors, and certain consultants, advance. review of corporate objectives and grant of 2017 performance Meetings are held at the corporate headquarters. bonuses, implementation and review of 2017 corporate objectives, review of compensation for independent directors The Board of Directors met 9 times in 2017. and officers; During this period, members’ attendance at Board meetings was • Strategy: opening of the US Subsidiary, review of the medium- as follows: and long-term strategic plan. • 71% of directors at the meeting on March 9, 2017; • Governance: changes in the internal rules of the Board of • 71% of directors at the meeting on April 19, 2017; Directors to be in compliance with the MiddleNext Code; • 86% of directors at the meeting on May 5, 2017; appointment of new directors, implementation of a Code of Ethics. • 100% of directors at the meeting on May 31, 2017; • 100% of directors at the meeting on June 22, 2017 (1 meeting);st 16.5.5 SELF-EVALUATION OF THE BOARD OF • 100% of directors at the meeting on June 22, 2017 DIRECTORS (2ndmeeting); In accordance with the recommendation of the Code of Practice, • 100% of directors at the meeting on July 27, 2017; at its meeting of March 9, 2017 the Board of Directors undertook • 88% of directors at the meeting on September 27, 2017; a review, followed by an evaluation, of its work and activities, and • 100% of directors at the meeting on December 19, 2017; that of its special committees, as described in Paragraph 16.3 of this Registration Document. This review, articulated around an Average attendance was thus 91% during the period. open discussion, highlighted positive findings for the Board of The Statutory Auditors were convened to audit committee Directors as to its operations, information and the quality of its meetings in preparation for meetings of the Board of Directors discussions. convened to approve the half year and annual consolidated financial statements. They effectively attended them. 170– GENSIGHT BIOLOGICS – 2017 Registration Document