61SUEZGOVERNANCE

Setting the Group's strategic objectives and overseeing its performance commitments

Profile of the Directors in view of the

Group s strategic priorities

over 80%

Focus on the circular economy

over 80%

Support environmental transition at global level

over 80%

Develop integrated solutions for industries

50% to 80%

Accelerate the deployment of SMART solutions

The Board of Directors determines the Group s business objectives and ensures their implementation. It gathers experts and experienced professionals from a variety of backgrounds. Subject to the powers expressly granted to the Company Shareholder Meetings, the Board considers every topic affecting the smooth running of the Group and settles the matters related to it. Gerard Mestrallet is the Chairman of the Board of Directors, and Jean-Louis Chaussade holds the office of CEO. Since the Group's creation in 2008, the decision to separate the two functions, together with the appointments of Gérard Mestrallet and Jean-Louis Chaussade, have been confirmed several times by the Board, the last time after the renewal of their role as Directors at the Annual General Meeting on 28 April 2016.

Five specialised committees are tasked with addressing the questions that the Board of Directors or its Chairman submit for examination:

The Audit and Financial Statements Committee The Appointments and Governance Committee The Compensation Committee The Strategy Committee The Ethics and Sustainable Development

Committee

The Board of Directors met six times in 2017, with a members attendance rate of 90%.

The main questions addressed included:

. the state of the business, the financial situation and results, the Group's financing situation, the renewal of the share buyback programme; . governance (evaluation of the organisation and functioning of the Board and Committees); . the acquisition, in the scope of a partnership with the Caisse de dépôt et de placement du Québec (CDPQ), of GE Water & Process Technologies, its financing and its integration through the creation of the new WTS Business Unit; . the implementation of the Sharing 2017 employee shareholding plan.

The diversification and internationalisation of the Board's profile continued in 2017 with the arrival of Francesco Caltagirone, representing the Caltagirone Group, a new strategic shareholder.

Building on the evaluation of the Board's functioning by an external consultant in 2016, individual self- assessment questionnaires were sent to all Directors in 2017. The composition of the Board is perceived as rich in terms of skills and experience, and is increasingly international. The Directors also highlighted the quality of the annual strategic seminar. However, they indicated that the Board's diversification could be strengthened in the future with new entrepreneurship and innovation skills.

THE BOARD OF DIRECTORS

INCREASING DIVERSIFICATION AND INTERNATIONALISATION IN 2017

A GOVERNANCE STRUCTURE TO ACCELERATE THE TRANSFORMATION