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Corporate governance

Executive Management

Executive Management

3.3

By decision of the Shareholders’ Meeting on July

28, 2008, the

investment and disposal transactions envisaged by the Group, in

Company adopted the form of a public limited company with a Board

particular acquisitions and disposals of assets or holdings,

of Directors. By its decision of June

21, 2011, the Board of Directors

subscriptions to any issues of shares, proprietary interests or bonds

consolidated the duties of Chairman and Chief Executive Officer. The

and entering into partnerships and joint-venture agreements as well

Board of Directors' decision to consolidate the duties of Chairman and

as any transaction likely to affect the Group’s strategy of an amount

Chief Executive Officer was designed to simplify the decision-making

in excess of €250 million per investment or disposal on behalf of the

process and enhance the efficiency and responsiveness of the

Group, it being specified that the Chairman and Chief Executive

Company’s governance.

Officer may not have sole decision-making power for more than two

successive transactions of an individual amount less than or equal to

Mr. Georges Plassat is the Company’s Chairman and Chief Executive

€250 million per fiscal year;

Officer since May

23, 2012. His term of office as Chairman and Chief

financial transactions, regardless of their conditions, of an amount

Executive Officer was renewed by the Board of Directors on June

11,

in excess of €2

billion, the Chairman and Chief Executive Officer

2015.

being accountable to the Board of Directors for transactions below

At its meeting on February

8, 2015, on the Chairman and Chief

this amount;

Executive Officer's proposal and after recommendation of the

direct establishment of overseas sites by forming a company, a

Chairman of the Appointments Committee, the Board of Directors

direct or indirect subsidiary, or by acquiring an interest, or deciding

appointed two Deputy Chief Executive Officers, Pierre

Jean Sivignon,

to withdraw from these sites;

Chief Financial Officer, and Jérôme Bédier, General Secretary.

any merger, spin-off or asset transfer for net asset transfer values in

Chairman and Chief Executive Officer and

excess of €250 million, excluding any internal restructuring;

Deputy Chief Executive Officers power’s limits

the total or partial sale of non-financial assets not valued on the

balance sheet, including brands and customer data and in particular

By virtue of the Board of Directors’ Internal Rules, the Chairman and

the Carrefour brand and customer files;

Chief Executive Officer could not carry out the following transactions or

in the event of a dispute, any settlement or compromise in an

actions in the name and on behalf of the Company without the Board

amount greater than €100 million per case.

of Director’s prior consent:

Deputy Chief Executive Officers are subject to the same power’s limits

as the Chairman and Chief Executive Officer.

104

2015 REGISTRATION DOCUMENT