Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work CARREFOUR | 2017 REGISTRATION DOCUMENT 133 it examines the scope of consolidation and, where ● applicable, the reasons why certain companies are not included in said scope; in respect of relations with the Statutory Auditors: ● The Statutory Auditors must submit the following to the Accounts Committee: their general work programme and the sampling ● procedures used, their proposed amendments to the Financial Statements or accounting documents and their comments on the assessment methods used, any irregularities or inaccuracies they have identified, ● the conclusions of the comments and amendments with regard to the results of the period compared with those of the previous period, an additional audit report prepared in accordance with the ● regulations in force setting out the findings of the statutory audit, by no later than the date of submission of the audit report. The committee consults the Statutory Auditors, in particular during the meetings covering the review of the process for preparing the financial information and reviewing the Financial Statements, to enable them to report on the performance and findings of their engagement. The Statutory Auditors accordingly inform the Accounts Committee of the main areas of risk or uncertainty they have identified regarding the Financial Statements, their audit approach and any difficulties they encountered during the engagement. They also inform the Accounts Committee of any significant internal control failings they have identified during their engagement concerning the procedures relating to the preparation and processing of accounting and financial information; in respect of the rules governing the independence and ● objectivity of the Statutory Auditors: the committee recommends the Statutory Auditor ● selection process to the Board of Directors and oversees said process. If a tendering procedure is used, the committee supervises the procedure and validates the specifications and choice of firms consulted; it submits a recommendation to the Board of Directors on the Statutory Auditor(s) proposed by the Shareholders’ Meeting and also submits a recommendation to the Board of Directors at the time when the terms of office of the Statutory Auditor(s) are to be renewed, in accordance with the regulations in force, it monitors the performance of the Statutory Auditors’ ● engagement; it considers the findings and conclusions of the French High Council of Statutory Auditors (Haut Conseil du Commissariat aux Comptes) following the audits carried out in accordance with the regulations applicable to Statutory Auditors, it ensures that the Statutory Auditors comply with the ● independence conditions set out in the applicable regulations; it analyses, alongside the Statutory Auditors, the risks to their independence, including those relating to the amount and breakdown of their fees and the protection measures taken in order to mitigate these risks; it also ensures that the Statutory Auditors comply with the conditions relating to the acceptance or the performance of their engagement and obtains from the Statutory Auditors an annual statement attesting to their independence and detailing the amount and breakdown, by category of engagement, of the fees paid to them during the financial year, it approves the provision of any non-prohibited non-audit ● services by the Statutory Auditors, such as those provided for in the applicable regulations. The committee regularly reports to the Board of Directors on the performance of its duties. It also reports to the Board of Directors on the findings of the Statutory Audit engagement, how this engagement has contributed to the integrity of the financial information and the role it has played in this process, and immediately informs it of any difficulties encountered; interviews : ● For all issues related to the performance of its duties, the Accounts Committee may interview the Group’s financial and accounting managers as well as the Group internal audit and risk control managers without any other members of the Company’s Executive Management in attendance, if it deems it appropriate. The Chairman of the Board of Directors must be informed of this in advance. The Accounts Committee may call on external experts as necessary. 2017 principal activities Over the course of the Accounts Committee’s six meetings, the following main topics were reviewed: in respect of the review of the Financial Statements: ● review of the draft Company and Consolidated Financial ● Statements for the financial year ended December 31, 2016 and related reports, review of the half-yearly Consolidated Financial ● Statements and the related report, review of disputes and risks as part of the analysis of ● provisions, results of goodwill impairment tests, ● preparation for the adoption of the new standard, IFRS 16 ● on leases, hard-close procedures, ● review of the Chairman’s report on internal control and ● risk management procedures relating to the preparation and processing of accounting and financial information for the year ended December 31, 2016;