Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 152 Compensation of Georges Plassat, Chairman and Chief Executive Officer until 3.4.2.4 July 18, 2017 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 Georges Plassat in his capacity as Chairman and Chief Executive Officer until July 18, 2017 in accordance with Article L. 225-37-2 of the French commercial code. On July 18, 2017, Georges Plassat informed the Board of Directors that he had decided to retire. The Board of Directors acknowledged his decision and accepted his resignation from the Board of Directors and from the office of Chairman and Chief Executive Officer, effective as of that date The table below summarises the components of compensation due or paid to Georges Plassat in respect of 2016 and 2017 in his capacity as Chairman and Chief Executive Officer until July 18, 2017. (in euros) 2016 financial year 2017 financial year Amounts due for the financial year Amounts paid during the financial year Amounts due for the financial year Amounts paid during the financial year Georges Plassat Chairman and Chief Executive Officer until July 18, 2017 Fixed compensation 1,500,000 1,500,000 818,750 (5) 818,750 (5) Variable compensation (1) 1,821,000 2,250,000 896,593 (5) 1,821,000 Long-term incentive plan 3,252,000 N/A N/A 6,504,000 (6) Termination payment and non-compete obligation (2) N/A N/A 3,975,000 3,975,000 Directors’ attendance fees (3) 65,000 65,000 55,000 55,000 Benefits in kind (company car with driver) 3,976 3,976 2,319 (5) 2,319 (5) TOTAL 6,641,976 3,818,976 5,747,662 13,176,069 2016 financial year 2017 financial year Estimated value of options granted during the financial year N/A N/A Estimated value of performance-based shares granted during the financial year (4) 3,092,600 N/A The variable compensation due for the year is paid in year Y+1. (1) At its meeting on July 18, 2017, the Board of Directors noted that: the performance conditions in respect of 2014, 2015 and 2016 had been met; (2) Georges Plassat did not leave as a result of a change of position within the Carrefour group or due to removal for gross negligence or wilful misconduct; Georges Plassat would receive a termination payment, subject to the signing of a non-compete obligation which has been signed. Period of the year (August 1 to July 31). (3) It should be noted that this is an estimated value. The shares shall only vest following a vesting period of three years beginning as from the (4) allocation date. The number of shares that vest will depend on the fulfilment of three performance conditions, as assessed at the close of the three-year vesting period: two conditions linked to financial performance – EBITDA growth (for 35%) and organic sales growth (for 35%) – and a CSR-related condition (for 30%). Amount calculated prorata to his length of service with Carrefour group until July 18, 2017. (5) Amount paid in 2017 in respect of the long-term incentive plans for the 2014/2015 and 2015/2016 financial years. (6) Not applicable. N/A: Annual compensation Georges Plassat received annual compensation comprising a fixed portion and a variable portion. On July 18, 2017, the Board of Directors decided that his annual fixed compensation in respect to 2017 would be paid prorata to his length of service with Carrefour group until that date, in an amount of 818,750 euros for the period. The annual variable compensation of Georges Plassat was based on the fulfilment of objectives and could represent up to 165% of his annual fixed compensation, depending on the extent to which objectives were achieved. The performance objectives for his annual variable compensation were based, for 50% of his annual variable compensation, 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).