Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers CARREFOUR | 2017 REGISTRATION DOCUMENT 147 Long-term incentive plan The long-term incentive plan may include stock options, performance shares or a cash payout under the following terms and conditions: the long-term incentive plan may not exceed 50% of the gross ● maximum compensation; in order to benefit from the plan, the person concerned must ● fulfil qualitative and quantitative performance conditions, as set by the Board of Directors on the recommendation of the Compensation Committee, over a multi-year period; in order to benefit from the plan, the person concerned must ● remain in office at the end of the financial years considered. If stock options or performance shares are granted, the Board of Directors will set the number of shares that the Chairman and Chief Executive Officer is required to hold until the termination of his term of office, in accordance with the provisions of the French commercial code. Directors’ attendance fees The Board of Directors may decide to pay Directors’ attendance fees to the Chairman and Chief Executive Officer in his capacity as Director, Chairman of the Board of Directors and specialised committee member. These attendance fees are paid in accordance with the rules applicable to Directors, as described in Section 3.4.1 of this Registration Document. They are comprised of a fixed portion and a variable portion based on the Directors’ frequency of attendance at the Board of Directors' meetings and its specialised committees meetings. Exceptional compensation In certain special circumstances, the Board of Directors may decide to award exceptional compensation to the Chairman and Chief Executive Officer. Such compensation may include stock options, performance shares or a cash payout. Compensation or benefits due or likely to be due upon taking office In accordance with the comparability principle described above, the Board of Directors may, on the recommendation of the Compensation Committee, award compensation related to the act of taking of office. Such compensation may include stock options, performance shares or a cash payout. Commitments mentioned in the first and sixth paragraphs of Article L. 225-42-1 of the French commercial code In line with market practices, the Company provides its Chairman and Chief Executive Officer with an income replacement plan for when he retires. Specifically, the Chairman and Chief Executive Officer may receive a supplementary defined benefit pension plan, provided for under Article L. 137-11 of the French social security code (Code de la sécurité sociale), offered within the Group since 2009. Plan membership is subject to the fulfilment of performance conditions. The plan is described in Section 3.4.2.3 of this Registration Document. Furthermore, in certain circumstances, the Board of Directors may also decide to award a termination payment to the Chairman and Chief Executive Officer and/or agree to a non-compete obligation. The award of a termination payment is subject to performance conditions. The Board of Directors may waive the implementation of the non-compete obligation upon the Chairman and Chief Executive Officer’s termination. The termination payment that may be awarded to the Chairman and Chief Executive Officer is capped at two years’ fixed and variable compensation. Any potential non-compete obligation is included in the above ceiling. Lastly, the Chairman and Chief Executive Officer benefits from a supplementary healthcare and insurance scheme. Benefits in kind At the Board of Directors’ discretion and on the recommendation of the Compensation Committee, the Chairman and Chief Executive Officer may receive benefits in kind. The award of benefits in kind is determined in view of the nature of the position held. Accordingly, the Chairman and Chief Executive Officer has a company car. Other benefits in kind may be provided for in specific situations. 2018 compensation structure 2018 annual variable compensation Compensation without performance conditions 20% Compensation with performance conditions 80% Fixed compensation: 20% Variable compensation: 35% Long-term incentive plan: 45% Quality of governance 20% Free cash flow 20% Non-financial objectives Sales 20% Recurring operating income 20% CSR 20% 80% quantitative objectives 20% 20% 60% 20% qualitative objectives Financial objectives Individual qualitative objective