Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work CARREFOUR | 2017 REGISTRATION DOCUMENT 129 The Board of Directors’ work in 2017 Having considered the summaries prepared by the Accounts, Appointments, Compensation, CSR and Strategic Committees with respect to their work, the Board of Directors mainly focused its work on the following areas: financial management: ● The Board of Directors considered the Accounts Committee's work throughout the year. After hearing the summary of the Chairman of the Accounts Committee and the Statutory Auditors, the Board of Directors approved the annual and half-yearly Company and Consolidated Financial Statements and the related reports and draft of press releases. The Board of Directors reviewed quarterly sales and related draft press releases and, on June 15, 2017, implemented the Company’s new share buyback programme. The Board of Directors (i) approved forecast management documents, (ii) authorised the issue of nondilutive cash-settled convertible bonds and a new, renewable credit agreement with the Group’s local banks, in replacement of the renewable syndicated line of credit agreement, (iii) renewed annual authorisations granted to the Chairman and Chief Executive Officer with regard to bond issues and guarantees, and (iv) reviewed the Group’s funding policy and commitments; follow-up on the Group’s strategy, its activities and its ● operations: The Board of Directors reviewed the situation in the countries where the Group operates. It dedicated several meetings to the approval of the planned initial public offering of Carmila, the launch of its securities placement and the subscription to its capital increase by a Company affiliate. It met several times to focus on taking a decision on the launch of an initial public offering of Atacadão in Brazil, following up on all preparatory work related to the initial public offering, launching this initial public offering and approving the structure of the transaction. The Board of Directors was continuously informed about progress made in the initial public offering procedures and the completion of the above transactions. It was also informed about the process to acquire Eroski stores in Spain and the agreement signed by Carrefour Belgium with Ahold-Delhaize to acquire two stores operating under the Delhaize banner. In January 2018, having considered the Strategic Committee's work, the Board of Directors approved the “Carrefour 2022” transformation plan and the 2018 budget prepared on the basis of this plan. The Board of Directors was informed about the economic and competitive climate, the market performance of the Carrefour share and financial rating issues; corporate governance and succession plan: ● succession plan: the Board of Directors ensured continuity ● of good corporate governance and monitored the implementation of the succession plan for the replacement of Georges Plassat. Accordingly, the Board of Directors held discussions over the course of the first half of 2017 and, following the work performed by the Appointments Committee and Compensation Committee, decided to select a new candidate for the position of Chairman and Chief Executive Officer, appointment of a new Chairman and Chief Executive ● Officer: on the recommendation of the Appointments Committee, the Board of Directors appointed Alexandre Bompard as a Director, decided to maintain the Company’s current management structure and appointed him as the Company’s Chairman and Chief Executive Officer, replacing Georges Plassat, who requested his retirement, designation of Directors representing employees: on the ● recommendation of the Appointments Committee, the Board of Directors proposed that the Shareholders’ Meeting of June 15, 2017 vote to amend the Company's Articles of Association in order to integrate the procedures for designating the Directors representing employees, in accordance with France’s “Rebsamen” law, assessment of the Board of Directors: the Board of Directors has examined the assessment performed by an external consultant on the composition and procedures of the Board of Directors and its specialised committees, and has considered the report detailing areas for improvement, appointment and renewal of Directors' terms of office: on the recommendation of the Appointments Committee, the Board of Directors appointed a new Director, Flavia Buarque de Almeida, to replace Nadra Moussalem. The Board of Directors proposed that the Shareholders’ Meeting of June 15, 2017 appoint two new women as Independent Directors, Marie-Laure Sauty de Chalon and Lan Yan, to replace Amaury de Sèze and René Brillet, whose terms were not renewed. The Board of Directors proposed that the same Shareholders’ Meeting renew the terms of two Directors, Bernard Arnault and Jean-Laurent Bonnafé. In addition, the Board of Directors appointed Philippe Houzé as Lead Director, replacing Amaury de Sèze, whose term was not renewed, Directors’ independence: in accordance with the ● AFEP-MEDEF code, and on the recommendation of the Appointments Committee, the Board of Directors conducted the annual assessment of the Directors’ independence and analysed the situation of the two new Directors, Marie-Laure Sauty de Chalon and Lan Yan, to qualify them as Independent Directors, composition of the Board of Directors’ specialised ● committees: following the appointment of new Directors, the composition of the specialised committees was changed: Alexandre Bompard was appointed as Chairman of the Strategic Committee and Abilio Diniz as Vice-Chairman of the same committee. Marie-Laure Sauty de Chalon and Bertrand de Montesquiou were appointed