Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 144 Compensation of Executive Officers 3.4.2 2017 compensation policy for Executive Officers 3.4.2.1 The Shareholders’ Meeting of June 15, 2017 approved the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the total compensation and benefits in kind that may be awarded to Executive Officers in accordance with Article L. 225-37-2 of the French commercial code. The payment of the variable and exceptional components of compensation due in respect of the 2017 financial year is subject to the approval of the Shareholders’ Meeting of June 15, 2018, in accordance with Article L. 225-100, paragraph 6 of the French commercial code. I/ Principles for determining the compensation of Executive Officers The rules and principles used in determining the compensation and other benefits of Executive Officers are approved by the Board of Directors on the recommendation of the Compensation Committee; the Board of Directors refers in particular to the AFEP-MEDEF code. The principles used in determining the compensation of Executive Officers of the Company are as follows: Balance The Board of Directors ensures that no component of compensation is disproportionate. It also ensures that each component of compensation is relevant to the Company’s interests. Consistency The compensation policy for Executive Officers seeks to reward the individual performance of each Executive Officer as well as the collective performance of the management team. The policy reflects the responsibilities, experience, performance and potential of each Executive Officer. Performance The compensation of Executive Officers is closely linked to the Group’s operational performance in order to reward them for their performance and progress made, in particular through annual variable compensation and a long-term incentive plan. The variable compensation of Executive Officers is subject to the fulfilment of certain performance conditions set by the Board of Directors, on the recommendation of the Compensation Committee, and which include financial and qualitative objectives that are precise, simple, measurable and rigorous. The Board of Directors may periodically review these objectives and amend them accordingly to better reflect the Group’s strategic ambitions; the Board also ensures their continued implementation. To get Executive Officers actively involved in the Group’s growth over the long term and to be more closely aligned with shareholders’ interests, compensation may also include Company performance shares. In line with the Group’s Corporate Social Responsibility (CSR) commitments, CSR-related performance objectives may also be taken into account when determining the compensation of Executive Officers. Comparability The compensation of Executive Officers must be competitive in order to attract, motivate and retain talent at the highest levels of the Group. To assess the Group’s competitiveness, other companies’ compensation practices are regularly analysed based on a panel of French and foreign companies that serve as benchmarks in their respective markets. II/ Criteria for determining, allocating and awarding the components of compensation of Executive Officers The components of compensation of Executive Officers are as follows: Annual compensation Annual compensation comprises a fixed portion and a variable portion. This compensation reflects the responsibilities, experience and skills of each Executive Officer, as well as market practices. Annual fixed compensation Annual fixed compensation is reviewed at relatively long intervals, although it may be re-examined by the Board of Directors in certain cases, particularly when an Executive Officer’s term is up for renewal. Annual variable compensation Annual variable compensation may not exceed a maximum amount expressed as a percentage of annual fixed compensation. Specifically, annual variable compensation may not exceed 200% of the annual fixed compensation of Executive Officers. However, the Board of Directors may decide to lower this ceiling. Annual variable compensation is subject to the fulfilment of performance conditions based on achieving financial objectives and individual qualitative objectives. The performance objectives are based, for 50% of annual variable compensation, on achieving financial objectives and, for the remaining 50%, on achieving individual qualitative objectives as defined by the Board of Directors on the recommendation of the Compensation Committee. The expected level of achievement of financial objectives used to determine annual variable compensation is established precisely but is not disclosed for confidentiality purposes. As from the compensation due in respect of 2017 and in accordance with Article L. 225-100, paragraph 6 of the French commercial code, the components of annual variable compensation may only be paid following the approval of the Ordinary Shareholders’ Meeting to be held in 2018.