Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers CARREFOUR | 2017 REGISTRATION DOCUMENT 153 OBJECTIVES CRITERIA TYPE WEIGHTING Financial Sales Quantitative 25% Recurring operating income Quantitative 25% Non financial CSR Quantitative 25% Total quantitative 75% Individual qualitative Quality of governance Qualitative 25% 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 July 18, 2017, the Board of Directors decided that Georges Plassat’s annual variable compensation would be paid prorata to his length of service with Carrefour group until that date. On April 11, 2018, the Board of Directors set the amount of Georges Plassat’s annual variable compensation in respect of 2017 at 896,593 euros. Thus, his annual variable compensation for 2017 represented 110% of his annual fixed compensation. Payment of this annual variable compensation is subject to approval by the Shareholders’ Meeting on June 15, 2018. Long-term incentive plan On the recommendation of the Compensation Committee, the Board of Directors awarded a long-term incentive plan in respect of the 2014/2015, 2015/2016 and 2016/2017 financial years to the Chairman and Chief Executive Officer on April 29, 2015. This incentive plan may include stock options, performance shares or a cash payout under the following terms and conditions: the long-term incentive plan may represent up to a maximum of ● 45% of the gross target compensation; in order to benefit from the plan, two of the three qualitative ● performance conditions (CSR) and quantitative performance conditions (sales and recurring operating income) set by the Board of Directors must be fulfilled at more than 100% for two consecutive years; in order to benefit from the plan, Georges Plassat must remain ● Chairman and Chief Executive Officer at the end of the financial years set out above. In the event that the Chairman and Chief Executive Officer leaves the Company before the end of the time period set out for the fulfilment of the performance conditions, he would not receive any payment under the long-term incentive plan, except in the case of exceptional circumstances set out by the Board of Directors, in compliance with the recommendation of the AFEP-MEDEF code. No performance shares or stock options were granted in the Group in respect of 2012, 2013, 2014 and 2015. Under these conditions, the Board of Directors approved a long-term incentive plan in respect of 2016 and 2017 based on the grant of performance shares in accordance with the terms and conditions described below. Performance share plan In accordance with the 14 th resolution adopted by the Shareholders’ Meeting of May 17, 2016, on the recommendation of the Compensation Committee, the Board of Directors decided on July 27, 2016 to approve a performance share plan for some 950 Group employees, comprising a maximum total of 1,950,000 shares (representing 0.26% of the share capital). Under this plan, on the recommendation of the Compensation Committee, the Board of Directors decided to grant a maximum total of 140,000 performance shares to Georges Plassat (representing 7.2% of the shares granted and 0.019% of the share capital). The Board of Directors decided that these shares shall only vest following a vesting period of three years beginning as from the allocation date. The number of shares that vest will depend on the fulfilment of three performance conditions measured at the end 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%). The shares will vest on the condition that, at the end of the vesting period, the beneficiary holds an executive position in which capacity he is covered by the general social security scheme in accordance with Article L. 311-3 of the French social security code, unless he retires before the vesting date. However, the plan rules stipulated that the condition of holding a position with the Group was not applicable to employees and Executive Officers, particularly in the event of the grantee’s death or retirement (resigning from the Company to receive a pension). As a result, on July 18, 2017, the Board of Directors observed that Georges Plassat’s retirement would not cause him to forfeit his vesting rights and that he could be entitled to the performance shares under the same terms and conditions as the other Executive Officers (in particular, three years after the date of grant and assuming fulfilment of the collective performance conditions described above).