Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 130 as members of the CSR Committee, which is now chaired by Diane Labruyère-Cuilleret, and Bertrand de Montesquiou was appointed as a member of the Accounts Committee. Flavia Buarque de Almeida, Anne-Claire Taittinger and Lan Yan were appointed as members of the Compensation Committee, amendment of the Board of Directors' Internal Rules: the ● Board of Directors updated its Internal Rules following the audit reform effective since June 17, 2016 and the European Regulation on market abuse effective since July 3, 2016, market abuse regulation: the Directors were individually ● informed of the Group’s adoption of new rules and measures, as established by the EU regulation on market abuse, applicable to listed companies and their Executive Officers/Company Officers regarding inside information. Accordingly, each Director was provided with a Stock Market Ethics Charter in the appendix of the Directors’ Guide; compensation of Company Officers: ● compensation of Georges Plassat, Chairman and Chief ● Executive Officer until July 18, 2017: on the recommendation of the Compensation Committee, the Board of Directors determined the amount of the variable portion of his annual compensation for the 2016 financial year, approved his compensation policy for 2017, set the amount of his 2015/2016 long-term incentive plan, and determined the amount of his pension supplement. Following Georges Plassat’s retirement request, the Board of Directors considered that he had achieved the 2014, 2015 and 2016 performance conditions linked to his termination payment. As a result, he is entitled to this termination payment. Furthermore, the Board of Directors’ considered that he met the performance conditions linked to his supplementary defined benefit pension plan governed by Article L. 137-11 of the French social security code (Code de la sécurité sociale). Lastly, the Board of Directors decided that the amount of his annual fixed and variable compensation would be prorated based on his presence in 2017 and that he would maintain his right to the performance shares he was granted in 2016, subject to achievement of the relevant performance conditions measured at the end of the three-year vesting period, compensation of the two Deputy Chief Executive Officers ● under their employment contracts: the Board of Directors was informed of the compensation paid to the two Deputy Chief Executive Officers during the 2016 financial year in respect of their employment contracts and their expected compensation for 2017. It determined, under the procedures applicable to regulated agreements and commitments, the amount of their pension supplement, having considered the fulfilment of the relevant performance conditions and set the performance conditions for 2017, compensation of Alexandre Bompard, Chairman and Chief ● Executive Officer since July 18, 2017: on the recommendation of the Compensation Committee, the Board of Directors decided on the policy and the components of his compensation for the 2017 financial year, Directors’ compensation: the Board of Directors proposed ● that the Annual Shareholders’ Meeting of June 15, 2017 set the annual budget for Directors' attendance fees at 1,200,000 euros and decided to maintain the current allocation of attendance fees; CSR: ● The Board of Directors considered the work of the CSR Committee throughout the year. It was informed of the 2016 CSR results as well as the results of the risk prevention plan associated with working conditions in the non-food supply chain and the duty of care plan, fair trade procurement practices and the organic cotton supply chain. It reviewed the 2018 CSR strategies in each country, the progress in implementing the risk prevention plan and the CSR customer survey/in-store initiatives, and was provided with additional information on certain topics, including waste management, the integrated report and the charity rounding-up campaign. Lastly, it reviewed the CSR communication strategy; Shareholders’ Meeting of June 15, 2017: ● The Board of Directors approved the Notice of Meeting, the agenda, the draft resolutions, the Board of Directors’ report to the Shareholders’ Meeting, and the report of the Chairman of the Board of Directors on corporate governance and internal control and risk management procedures. It set the dividend policy and delegated all powers to the Chairman and Chief Executive Officer to increase the share capital in order to pay out the dividend in new Company shares. It approved the regulated agreements and commitments concluded during the financial year and conducted an annual review of the regulated agreements and commitments that continued during the financial year. In accordance with the “Sapin II” law and the recommendations of the AFEP-MEDEF code, it submitted the components of compensation due or awarded to the Chairman and Chief Executive Officer in respect of the 2016 financial year to an advisory vote and asked the Shareholders’ Meeting to approve the 2017 compensation policy for Executive Officers. The Board of Directors proposed that the Shareholders’ Meeting vote to amend the Company's Articles of Association in order to incorporate the procedures for designating Directors representing employees and change the age limit for the Directors and the Chairman and Chief Executive Officer. Lastly, it proposed that the Shareholders’ Meeting grant it new delegations of authority and powers regarding securities issues, thereby superseding the previous delegations of authority.