Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work CARREFOUR | 2017 REGISTRATION DOCUMENT 113 A balanced composition of the Board of Directors Following changes in the composition of the Board of Directors in 2017, on the recommendation of the Appointments Committee, the Board of Directors took into consideration the results of the external assessment carried out in 2016 of the Board of Directors operating procedures with the appointment of three new women Directors from diverse nationalities and with different skills and experience and the designation of two Directors representing employees. Changes in the composition of the Board of Directors and its specialised committees were discussed by the Appointments Committee and the Board of Directors to identify candidates with profiles in line with the areas for improvement identified in the assessment of the Board of Directors’ procedures, i.e., gender balance, international profile and digital expertise. Among its 19 members, the Board of Directors now includes 8 women, who thus represent a proportion of 41.2% (this proportion does not include Directors representing employees). Furthermore, the Board of Directors became more international as the number of non-French Directors increased to two. The Board of Directors benefits from the diversity of its Directors’ backgrounds, their complementary experience (including retail, financial, industrial, economic, sales, digital and innovation expertise) and, in some cases, their in-depth experience and knowledge of the Group's business, industry and environment both in France and abroad. Directors are present, active and committed, which contributes to the quality of the Board of Directors’ deliberations with respect to the decisions it takes. Directors’ profiles and their levels of experience and expertise are described in their biographies in Section 3.2.1.4. of this Registration Document. Designation of Directors representing employees Following the meeting of the European Works Council (Comité d’Information et de Concertation Européen Carrefour) on October 4, 2017 designating Martine Saint-Cricq as a Director representing employees, she joined the Board of Directors on October 18, 2017. Following the meeting of the Group Committee (Comité de Groupe français Carrefour) on November 23, 2017 designating Thierry Faraut as a Director representing employees, he joined the Board of Directors on January 17, 2018. Their biographies are presented in Section 3.2.1.4. of this Registration Document. As required by law, they have both resigned from their positions as trade union employee representatives. The Directors representing employees have the same status, rights and responsibilities as the other Directors. Directors representing employees will not receive attendance fees. The Board of Directors granted Directors representing employees 20 hours of training per year and 15 hours of preparation time per meeting. In 2017, they received internal training to familiarise them with the role of and rules pertaining to Directors as well as their rights, obligations and responsibilities in that capacity. Furthermore, the Board of Directors offered them the opportunity to participate in an integration programme designed to enhance their knowledge of the Group’s business and organisation. To this end, they have already had interviews with Group Senior Managers. Director's awareness of ethical rules 3.2.1.3 Each Director must adhere to the Directors’ Guide, which includes the rules of conduct and responsibilities to which a Director is bound, in accordance with the applicable legal and regulatory provisions, the Board of Directors' Internal Rules and the recommendations in the AFEP-MEDEF code to which the Company refers. All Directors are required to independently perform their duties with integrity, loyalty and professionalism. They must act in all circumstances in the Company's interest. When participating in the Board of Directors’ deliberations and voting, they do so in their capacity as representatives of the Company’s shareholders. Stock market ethics The Group has taken into consideration European Regulation No. 596/2014 on market abuse effective since July 3, 2016. This regulation replaces the January 28, 2003 European directive and establishes new rules and measures applicable to listed companies and their Senior Managers/Company Officers regarding inside information. are shareholders of the Company, and they must also adhere to the Stock Market Ethics Charter put in place by the Company. Information considered to be sensitive and confidential, as well as information considered to be inside information under the applicable regulation, must therefore be kept confidential. Such information is no longer considered confidential once it is published by the Company through a press release, it being specified that information communicated in this way is no longer considered to be confidential. Directors are also required to refrain from carrying out or attempting to carry out any transactions in Company shares during closed periods, particularly those relating to the publication of annual, half-yearly and quarterly financial information. Directors are affected in particular by the regulation regarding the prevention of insider dealing and misconduct, both on a personal level and as regards the duties they perform at companies which Independence criteria According to the AFEP-MEDEF code, Directors are independent if they have no relationship of any kind with the Company, its Group or its Management that could compromise their freedom of judgement. Thus, an Independent Director must not only be a Non-Executive Director, i.e., one not performing any management duties within the Company or its Group, but must also be free of any particular vested interest (as a significant shareholder, employee, otherwise) in the Company or its Group.