Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Executive Management and the Group Executive Committee CARREFOUR | 2017 REGISTRATION DOCUMENT 139 Executive Management and the Group Executive Committee 3.3 Executive Management 3.3.1 Executive Management structure By decision of the Shareholders’ Meeting on July 28, 2008, the Company adopted the form of a société anonyme (public limited company) with a Board of Directors. By its decision of June 21, 2011, the Board of Directors combined the duties of Chairman and Chief Executive Officer. The Board of Directors’ decision to combine the duties of Chairman and Chief Executive Officer was designed to simplify the decision-making process and enhance the efficiency and responsiveness of the Company’s governance. When Alexandre Bompard was appointed as Chairman and Chief Executive Officer on July 18, 2017, the Board of Directors decided to maintain the Company’s current management structure, which combines the duties of Chairman and Chief Executive Officer. The ratification and renewal of his directorship will be submitted to the approval of the Shareholders’ Meeting of June 15, 2018. Limitations of powers of the Chairman and Chief Executive Officer By virtue of the Board of Directors' Internal Rules, the Chairman and Chief Executive Officer cannot carry out the following transactions or actions in the name and on behalf of the Company without the Board of Directors’ prior consent: investment and divestment transactions under consideration by ● the Group, in particular acquisitions and disposals of assets or holdings, subscriptions to any issues of shares, partnership interests or bonds and the conclusion of partnerships and joint-venture agreements, as well as any transaction likely to affect the Group’s strategy, in an amount exceeding 250 million euros per investment/divestment on behalf of the Group. The Chairman and Chief Executive Officer does not have sole decision-making power for more than two successive transactions of an individual amount less than or equal to 250 million euros per financial year; financial transactions, regardless of their conditions, in an ● amount exceeding 2 billion euros; the Chairman and Chief Executive Officer must report to the Board of Directors for transactions below this amount; decision to directly establish overseas sites through the creation ● of a branch, a direct or indirect affiliate, or the acquisition of an interest or the withdrawal from these sites; any merger, spin-off or asset transfer for net asset transfer ● values in excess of 250 million euros, excluding any internal restructuring; the total or partial sale of non-financial assets not valued in the ● statement of financial position, including brands, particularly the Carrefour brand and customer data; in the event of a dispute, any transaction or settlement in an ● amount greater than 100 million euros per case. The Lead Director, Philippe Houzé, safeguards the quality of corporate governance by assisting the Chairman of the Board of Directors in his duties to ensure that the Company’s governance bodies are operating correctly. In this capacity, he pays particular attention to situations where there is a real or potential conflict of interest, which could affect Directors or the Chairman of the Board of Directors in respect of the Company's interests, whether this relates to operational projects, strategic management or specific agreements. In 2017, the Board of Directors held discussions without the Chairman and Chief Executive Officer's inattendance, on topics related to his compensation, in accordance with recommendation 17.3 of the AFEP-MEDEF code. In the first half of 2017, the Board of Directors also took the opportunity to hold discussions and deliberate, without him in attendance, on the implementation of the succession plan. The Board of Directors did not express the need to organise additional meetings without the Chairman and Chief Executive Officer, who is the only Executive Director among the Board of Directors' 19 members.