Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 132 The Accounts Committee 3.2.3.1 The Accounts Committee meets at least four times a year. Composition 60% of the members of the Accounts Committee qualify as Independent Directors within the meaning of the AFEP-MEDEF code (which recommends that at least two-thirds of members be independent). The Board of Directors is satisfied with this composition given the decision to limit the number of committee members, with two Directors representing the main shareholders, and to enhance the effectiveness of the committee’s work, which requires a high level of expertise in finance and accounting. In addition, the committee is chaired by an Independent Director. As of December 31, 2017, the composition of the Accounts Committee was as follows: Chairman: Georges Ralli (Independent Director); ● members: Nicolas Bazire, Philippe Houzé, Mathilde Lemoine (Independent Director), Bertrand de Montesquiou (Independent Director). ● 93.3% attendance rate ( versus 93% in 2016) 6 meetings 5 members In accordance with Article L. 823-19 of the French commercial finance, as described in his biography in Section 3.2.1.4. of this code (Code de commerce) and the AFEP-MEDEF code, the Registration Document. The other members of the committee, in members of the Accounts Committee must have expertise in particular the Independent Directors, have skills derived from their finance and accounting. Accordingly, the Chairman of the experience, professional background and course of study as Accounts Committee, Georges Ralli, an Independent Director, has described in their biographies in Section 3.2.1.4. of this Registration sufficient professional experience in management and direction of Document. groups on an international level to be considered an expert in Duties The Accounts Committee monitors issues relating to the preparation and verification of accounting and financial information. Its main duties are as follows: in respect of the review of the Financial Statements: ● it reviews the Financial Statements and ensures that the accounting methods adopted to prepare the Company and Consolidated Financial Statements are relevant and consistent before they are submitted to the Board of Directors; it monitors the procedures used to prepare the Financial Statements and assesses the validity of the methods used to present material transactions; it ensures that the time frame for providing the Financial Statements and reviewing them is adequate, it monitors the process for preparing financial information ● and, where applicable, makes recommendations to ensure the integrity of such information; it is provided with the main financial communication documents, it monitors the effectiveness of the internal control, risk ● management and, where applicable, Group internal audit systems relating to the preparation and processing of accounting and financial information, without compromising its independence; it ensures that such systems are in place and implemented, and that corrective measures are undertaken in the event that any significant failings or anomalies are identified. To this end, the Statutory Auditors and the Group internal audit and risk control managers submit their main findings to the committee. It consults the Group internal audit and risk control managers and issues its opinion on the organisation of their services. It must be kept informed about the Group internal audit programme and must be provided with the Group internal audit reports or a regular summary of these reports, it examines the risks and material off-balance sheet ● commitments, assesses the significance of any malfunctions or failings of which it is informed and notifies the Board of Directors thereof; to this end, the review of the Financial Statements must be accompanied by a presentation prepared by Executive Management describing the Company’s risk exposure and its material off-balance sheet commitments, as well as a presentation prepared by the Statutory Auditors highlighting both the key findings of their statutory audit, including any audit adjustments and significant internal control failings identified during their engagement, and accounting options applied; it examines the section of the report of the Chairman of the Board of Directors to the Shareholders’ Meeting covering internal control and risk management procedures, it regularly reviews the mapping of the Group’s main risks ● that may be reflected in the accounts or which have been identified by Executive Management and may have an impact on the Financial Statements; it takes note of the main characteristics of the risk management systems and the results of their operations, drawing in particular on the work of the internal audit and risk control managers and the Statutory Auditors,