Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work CARREFOUR | 2017 REGISTRATION DOCUMENT 131 Assessment of the Board of Directors In accordance with its Internal Rules, the Board of Directors frequently assesses its procedures and the fulfilment of its duties. Accordingly, it reviews its operating procedures and the quality of the information published and of its decision-making and discussions, as well as each Director’s actual contribution to the work of the Board of Directors and its specialised committees. To this end, the Board of Directors has to dedicate an agenda item to these procedures once a year. At end-2016, a formal assessment of the Board of Directors was carried out by an external consultant under the responsibility of the Appointments Committee. The purpose of this assessment was to evaluate the Board of Directors’ operating procedures and the performance of its duties but also to identify the progress made since the assessment performed in December 2013, in order to identify potential areas for improvement. The assessment involved submitting a questionnaire to each Director and individual interviews with the external consultant in order to obtain the Directors' opinion on the composition and operating procedures of the Board of Directors and its specialised committees, as well as its culture and strategy. The Company was compared with its market peers and CAC 40 companies. Board of Directors’ meetings, the analysis particularly highlighted that the experience and skills of each Director were deemed to be relevant and useful to the Board of Directors’ discussions. Moreover, it demonstrated that the Board of Directors has the necessary skills at its disposal to successfully fulfil its strategic objectives. In January 2017, the analysis of the results was presented to the Board of Directors by the Chairman of the Appointments Committee. In addition to the Directors’ active participation in After presenting the results of this assessment, the Board of Directors discussed its procedures together and explored possible areas for improvement as well as actions to take. On the recommendation of the Appointments Committee, the Board of Directors took the results of this assessment into consideration when proposing new appointments and the renewal of the terms of office of Directors during the financial year. With a view to achieving gender balance and strengthening the Board of Directors’ international profile and digital expertise, three new women with different nationalities, skills and experience were appointed as Directors and two Directors representing employees also joined the Board of Directors. The Board of Directors decided that it will undertake a self-assessment once again, starting in 2018. Accordingly, all of the Directors will receive a questionnaire in which they will be asked to express their personal views on the composition and operating procedures of the Board of Directors and its specialised committees. Board of Directors’ specialised committees 3.2.3 The Board of Directors has set up specialised committees that review any questions submitted to them for their opinion by the Board of Directors or the Chairman of the Board of Directors. To take into account the nature and specific characteristics of the Company’s operations, the Board of Directors created the following specialised committees: the Accounts Committee; ● the Compensation Committee; ● the Appointments Committee; ● the CSR Committee; ● the Strategic Committee. ● The specialised committees are made up of Directors appointed by the Board of Directors for the period during which they are in office. During the 2017 financial year, the composition of the specialised committees was reviewed following the appointment of new Directors (as described in Section 3.2.1.2 of this Registration Document). These specialised committees regularly report on their work to the Board of Directors and share with it their observations, opinions, proposals and recommendations. To this end, the Chairman of each specialised committee (or, if they are unavailable, another member of the same specialised committee) gives an oral summary of their work to the Board of Directors at its upcoming meeting. Duties of these specialised committees have not been set up to be delegated powers that have been conferred to the Board of Directors in accordance with legal provisions or the Articles of Association. The specialised committees have consultative power and conduct their work under the responsibility of the Board of Directors, which alone has statutory decision-making power and which remains collectively responsible for the fulfilment of its duties. The Chairman of the Board of Directors ensures that the number, duties, composition and operation of the specialised committees are adapted to the needs of the Board of Directors and best corporate governance practices at all times. Each specialised committee, except for the Strategic Committee, is chaired by an Independent Director appointed from among its members. The secretary of each specialised committee is an individual selected by its Chairman. These specialised committees meet as often as necessary on the invitation of their Chairman, or at the request of one-half of their members. They may call upon external experts where needed. The Chairman of a specialised committee may ask the Chairman of the Board of Directors to interview any of the Group’s Senior Managers regarding issues falling within the specialised committees' scope, as defined by the Board of Directors' Internal Rules.