Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 112 On the recommendation of the Chairman of the Appointments resignation or death, or if he is not reappointed as Chairman. If the Committee, the Board of Directors, at its meeting on February 8, Chairman is temporarily unavailable, the Vice-Chairman replaces 2015, appointed Georges Ralli as Vice-Chairman of the Board of him for a defined period of time during such unavailability; Directors. The Vice-Chairman is called on to act as Chairman in the otherwise the Vice-Chairman acts as Chairman until a new event of the Chairman’s absence, temporary unavailability, Chairman is elected. Changes in the composition of the Board of Directors and its specialised 3.2.1.2 committees in 2017 Changes in the composition of the Board of Directors and its specialised committees in 2017 are summarised in the following table: Departures Appointments Renewals Board of Directors Georges Plassat Nadra Moussalem René Brillet* Amaury de Sèze* Alexandre Bompard Flavia Buarque de Almeida Marie-Laure Sauty de Chalon* Lan Yan* Bernard Arnault Jean-Laurent Bonnafé Accounts Committee René Brillet* Bertrand de Montesquiou* - Compensation Committee René Brillet* Flavia Buarque de Almeida Anne-Claire Taittinger* Lan Yan* - CSR Committee Amaury de Sèze* Diane Labruyère-Cuilleret* (1) Bertrand de Montesquiou* Marie-Laure Sauty de Chalon* - Strategic Committee Georges Plassat Alexandre Bompard Abilio Diniz (2) - Independent Director. * Appointment as Chairman of the committee (former committee member). (1) Appointment as Vice-Chairman of the committee (former committee member). (2) On the recommendation of the Appointments Committee, on April 11, 2018, the Board of Directors decided, that it would submit to the Shareholders' Meeting to be held on June 15, 2018 a resolution to renew the terms of office of Patricia Lemoine, Mathilde Lemoine, Philippe Houzé, Nicolas Bazire and Alexandre Bompard. In addition, the Board of Directors decided to propose the appointment of four new Independant Directors: Amélie Oudéa-Castéra, Aurore Domont, Stéphane Israël and Stéphane Courbit, replacing Diane Labruyère-Cuilleret, Georges Ralli and Bertrand de Montesquiou, whose terms will expire at the Shareholders' Meeting to be held on June 15, 2018, and Anne-Claire Taittinger, who announced her decision to step down from the Board of Directors. Thus, the Board of Directors is continuing its process of renewal, wich began in 2017, welcomming more women as well as younger and more digital profiles. Changes in the composition of the Board of Directors On the recommendation of the Appointments Committee, on July 18, 2017, the Board of Directors appointed Alexandre Bompard as Chairman and Chief Executive Officer of the Company, following his appointment as Director, replacing Georges Plassat. The Shareholders’ Meeting of June 15, 2017 ratified the appointment of Flavia Buarque de Almeida as Director, replacing Nadra Moussalem. This same Shareholders’ Meeting also approved the appointments of Marie-Laure Sauty de Chalon and Lan Yan, as the terms of René Brillet and Amaury de Sèze were not renewed. In addition, on the recommendation of the Appointments Committee, on June 15, 2017, the Board of Directors appointed Philippe Houzé as Lead Director (see a description of his duties in Section 3.2.1.3 of this Registration Document). In accordance with French law No. 2013-504 of June 14, 2013 and the Company’s Articles of Association, amended by the Shareholders’ Meeting of June 15, 2017, Martine Saint-Cricq and Thierry Faraut were designated as Directors representing employees on October 4, 2017 and November 23, 2017 respectively. Changes in the composition of the Board of Directors’ specialised committees Following changes in the composition of the Board of Directors, on the recommendation of the Appointments Committee, the Board of Directors reviewed the composition of its specialised committees. Alexandre Bompard, Chairman and Chief Executive Officer of the Company, was appointed Chairman of the Strategic Committee. Abilio Diniz was appointed Vice-Chairman of the same committee. Bertrand de Montesquiou, Independent Director, joined the Accounts Committee. The Compensation Committee welcomed three new members: Flavia Buarque de Almeida, Anne-Claire Taittinger (Independent Director) and Lan Yan (Independent Director). Marie-Laure Sauty de Chalon and Bertrand de Montesquiou, both Independent Directors, joined the CSR Committee, now chaired by Diane Labruyère-Cuilleret, Independent Director.