Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 148 Compensation of Alexandre Bompard, Chairman and Chief Executive Officer 3.4.2.3 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 the Chairman and Chief Executive Officer in accordance with Article L. 225-37-2 of the French commercial code. The table below summarises the components of compensation due or paid to Alexandre Bompard in respect of 2017 in his capacity as Chairman and Chief Executive Officer as from July 18 of that year. (in euros) 2017 financial year Amounts due for the financial year Amounts paid during the financial year Alexandre Bompard Chairman and Chief Executive Officer since July 18, 2017 Fixed compensation (1) 750,000 750,000 Variable compensation (1) 1,237,500 N/A Long-term incentive plan N/A (3) N/A Termination payment N/A N/A Directors’ attendance fees (2) 2,452 2,452 Benefits in kind (1) (company car with driver) 1,450 1,450 TOTAL 1,991,402 753,902 2017 financial year Estimated value of options granted during the financial year N/A Estimated value of performance-based shares granted during the financial year N/A Prorated over six months, in accordance with the Board of Directors’ decision. (1) Period from July 18, 2017 to July 31, 2017. (2) Not applicable. N/A: If the performance conditions in respect of 2017 and 2018 are met, Alexandre Bompard will receive a cash incentive of 3,252,000 euros, subject to (3) approval by the Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2018. Annual compensation 2017 compensation Alexandre Bompard receives annual compensation comprising a fixed portion and a variable portion. In respect of 2017, both portions were 50% prorated for the year. For 2017, his fixed compensation amounted to 750,000 euros, based on the annual fixed compensation set at 1,500,000 euros. The annual variable compensation of Alexandre Bompard is based on the fulfilment of objectives and can represent up to 165% of his annual fixed compensation, depending on the extent to which objectives are achieved. The fulfilment of 100% of his objectives for 2017 and 2018 would entitle Alexandre Bompard to annual variable compensation equal to 100% of his annual fixed compensation. The achievement of his objectives at 120% would entitle him to annual variable compensation amounting to 165% of his fixed compensation. For every increase in fulfilment over 100% and up to 120%, the annual variable compensation would increase on a linear basis. The performance objectives for his annual variable compensation are based, for 50%, on achieving financial objectives (with sales and recurring operating income each accounting for half) and, for the remaining 50%, on achieving individual qualitative objectives (with quality of governance and CSR each accounting for half). The expected level of achievement of financial objectives used to determine the variable portion of annual compensation is established precisely but is not disclosed for confidentiality purposes. On April 11, 2018, the Board of Directors set the amount of Alexandre Bompard’s annual variable compensation in respect of 2017 at 1,237,500 euros.