Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 154 Supplementary defined benefit pension plan Georges Plassat was eligible to a supplementary defined benefit pension plan, as described in Article L. 137-11 of the French social security code, offered within the Group since 2009 to the Group’s Executive Officers (Chairman and Chief Executive Officer, Deputy Chief Executive Officers and a few key senior executives). The characteristics of the supplementary defined benefit pension plan, such as the vesting conditions, are similar to those applicable to Alexandre Bompard, as described on Section 3.4.2.3. On July 18, 2017, Georges Plassat informed the Board of Directors that he had decided to retire. The same day, the Board of Directors: noted that the performance conditions in respect of 2016 had ● not been met; observed that the degree of fulfilment of the performance ● conditions in respect of the first two quarters of 2017 could only be assessed in 2018; observed that Georges Plassat had contributed to the current ● supplementary pension plan for seven years; decided, in light of the above, that Georges Plassat was eligible ● for a pension supplement in an annual gross amount of 453,083 euros; decided, in light of the above, that the pension supplement ● could be increased to reflect the fulfilment of or failure to meet the performance conditions in respect of 2017. On April 11, 2018, the Board of Directors noted, on the recommendation of the Compensation Committee, that at least 80% of the quantitative performance conditions triggering the payment of the Chairman and Chief Executive Officer's annual variable compensation had been met in 2017. As a result, given the extent to which the performance conditions for 2017 were fulfilled, the pension supplement will represent an annual gross amount of 517,810 euros. Termination payment During its meetings on January 29 and February 8, 2012, the Board of Directors put in place a termination payment for Georges Plassat in the event of his departure before April 2, 2015. During its meeting on April 29, 2015, the Board of Directors, on the recommendation of the Compensation Committee, expressed its intent to maintain the principle of awarding a termination payment to Georges Plassat. Georges Plassat’s performance justified keeping in place this termination payment. Other factors were that he did not have any long-term incentive plan for 2012 and 2013 and he agreed to a non-compete obligation in exchange for the termination payment. event of departure unrelated to a change of strategy or control and (ii) when the Chairman and Chief Executive Officer can start claiming his pension shortly after his departure. The AFEP-MEDEF code recommendations only address termination payments and not non-compete obligations. The Board of Directors therefore considered that all of these reasons justified departing from the AFEF-MEDEF code recommendations, excluding (i) the termination payment in the The Board of Directors noted that this termination payment was genuinely beneficial for the Company as Georges Plassat had a vested interest in the Company’s performance and would prevent him from working for a competitor for a period of 18 months following the termination of his duties. Conditions for the award of the termination payment: 1. Performance conditions The award of a termination payment was subject to the performance conditions pegged to achieving quantitative objectives (growth in sales and recurring operating income) and qualitative objectives (CSR). Georges Plassat would therefore receive a termination payment if during at least half of his term(s) of office and during two of the last three years preceding the termination of his appointment as Chairman and Chief Executive Officer, he exceeded all his quantitative and qualitative objectives set by the Board of Directors for determining his benefits under his long-term incentive plans. If a long-term incentive plan was not in place for one of the financial years considered, only the fulfilment of the objectives set by the Board of Directors for determining his annual variable compensation will be taken into account. As an exception, if Georges Plassat’s term of office had expired before two years had passed, the quantitative and qualitative objectives mentioned above would have been assessed for the year preceding the year the term expired. 2. Reasons for departure The termination payment would be due in the event of the termination, for any reason whatsoever, of his duties as Chairman and Chief Executive Officer, except in cases of removal for gross negligence or wilful misconduct or a change of position within the Carrefour group. 3. Non-compete obligation The termination payment was contingent on the non-compete obligation that came into effect when Georges Plassat terminated his duties as Chairman and Chief Executive Officer. This obligation lasts 18 months as from the time he leaves office. The purpose is to prohibit him from working for a competitor within a number of specified businesses operating in the retail food industry. 4. Amount of the termination payment Lastly, Georges Plassat would be eligible for a termination payment equal to his annual fixed and target variable compensation, excluding all other forms of compensation, such as that paid under a long-term incentive plan.