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Shareholders’ Meeting
Statutory Auditors' special reports
Statutory Auditors' special reports
8.3
Report on regulated agreements and commitments
8.3.1
Year-ended December 31, 2015
Commitments given by the Company in favor of
Mr. Georges Plassat, Chairman and Chief Executive
This is a free translation into English of the Statutory Auditors’ special
Officer and Messrs. Jérôme Bédier and Pierre Jean
report on regulated agreements and commitments with third parties
Sivignon, Deputy Chief Executive Officers,
issued in French and it is provided solely for the convenience of
concerning the supplementary defined benefit
English-speaking users. This report should be read in conjunction with,
pension plan
and construed in accordance with, French law and professional auditing
Persons concerned
standards applicable in France.
Mr.
Georges Plassat, Chairman and Chief Executive Officer and
To the shareholders,
Messrs.
Jérôme Bédier and Pierre
Jean Sivignon, Deputy Chief
In our capacity as Statutory Auditors of your Company, we hereby
Executive Officers.
report on the regulated agreements and commitments.
Nature and purpose
The terms of our engagement require us to communicate to you, based
On June
11, 2015, your Board of Directors authorized an amendment
on information provided to us, the principal terms and conditions of
to the supplementary defined benefit pension plan governed by Article
those agreements and commitments brought to our attention or which
L.
137-11 of the French social security code (
Code de la sécurité
we may have identified during the course of our audit, as well as the
sociale
) to which Messrs.
Georges Plassat, Jérôme Bédier and
reasons justifying that such agreements are in the Company’s interest,
Pierre
Jean Sivignon are eligible.
without expressing an opinion on their usefulness and appropriateness
or identifying such other agreements and commitments, if any. It is
It is recalled that Mr.
Georges Plassat’s eligibility for the pension plan
your responsibility, pursuant to Article
R.
225-31 of the French in effect in the Group since 2009, was approved by the Board of
commercial code (
Code de commerce
), to assess the interest involved Directors on January
29, 2012 and by the Shareholders’ Meeting of
in respect of the conclusion of these agreements and commitments for
June 18, 2012.
the purpose of approving them.
Terms and conditions
Our role is also to provide you with the information stipulated in
This amended top-up defined benefit pension plan is intended for the
Article
R.
225-31 of the French commercial code relating to the Group’s main executives (Chairman and Chief Executive Officer,
implementation during the year of agreements and commitments
Deputy Chief Executive Officers and certain key executives) and is
previously approved by the Shareholders’ Meeting, if any.
subject to the following terms and conditions:
We conducted the procedures we deemed necessary in accordance with
beneficiaries
: a minimum of three years effective seniority, gross
●
the professional guidelines of the French National Institute of Statutory
annual remuneration in excess of 18
times the social security
Auditors (
Compagnie nationale des Commissaires aux comptes
) relating
annual ceiling and career completed with Carrefour;
to this engagement. These procedures consisted in agreeing the
benefits
: 2.75% of benchmark remuneration per year of seniority,
●
information provided to us with the relevant source documents.
subject to compliance with applicable performance conditions each
Agreements and commitments subject
year. No pension is paid if a minimum number of years have not
been validated with respect to performance conditions;
to the approval of the Shareholders’
applicable seniority
is seniority within Carrefour group:
●
Meeting
encompasses all time with the Group including under
non-consecutive employment contracts. There is no provision for
Agreements and commitments authorized
the grant of additional seniority;
benchmark remuneration
is equal to the average annual
●
during the past year
remuneration (base salary + annual variable remuneration) received
Pursuant to Article
225-40 of the French commercial code, the
during the last three calendar years preceding the year of cessation
following agreements, which were previously authorized by the Board
of activity, capped at 60
times the French social security ceiling;
of Directors, have been brought to our attention.
annual pension subject to a dual cap
: (i) 25% of benchmark
●
remuneration and (ii)
the difference between 45% of the
benchmark remuneration and the annual amount of basic,
complementary and supplementary pensions.
In case of death, the
surviving spouse
receives a pension equal to
●
50% of the beneficiary’s retirement pension.
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2015 REGISTRATION DOCUMENT