Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Statutory Auditors' special report on regulated agreements and commitments 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 168 Performance conditions linked to the attainment of quantitative targets (growth in revenue and recurring operating income) and qualitative targets (CSR) are applicable to the grant of the settlement payment. Mr. Georges Plassat will receive a settlement payment if during at least half of the years comprising his terms of office as well as during two of the last three years of his appointment as Chairman and Chief Executive Officer, he has met all his quantitative and qualitative targets set by the Board of Directors for the determination of his long-term incentive plan (over 100% attainment of targets). In the absence of a long term incentive plan for one of the financial years considered, the attainment of targets set by the Board of Directors for the determination of his annual variable remuneration will be solely taken into account. Moreover, the settlement payment is subject to a non-compete obligation which will bind Mr. Georges Plassat during an 18-month period commencing the termination of his duties as Chairman and Chief Executive Officer. Mr. Georges Plassat retired and resigned from his executive duties on 18 July 2017. At its meeting of 18 July 2017, the Board of Directors acknowledged that he had attained the performance targets required by Article L.225-42-1 of the French Commercial Code and moved to pay Mr. Georges Plassat a supplementary pension benefit subject to the non-compete obligation. This non-compete obligation is submitted for the approval of the Shareholders meeting to approve the accounts for the financial year ended 31 December 2017. Commitments given by the Company in favor of Mr. Georges Plassat, Chairman and Chief Executive Officer, Mr. Jérôme Bédier and Mr. Pierre-Jean Sivignon, Deputy Chief Executive Officers until July 18, 2017, concerning the supplementary defined benefit pension plan Persons concerned Mr. Georges Plassat, Chairman and Chief Executive Officer, Mr. Jérôme Bédier and Mr. Pierre-Jean Sivignon, Deputy Chief Executive Officers until 18 July 2017. Nature and purpose On June 11, 2015, the Board of Directors authorized an amendment to the supplementary defined benefit pension plan governed by Article L.137-11 of the French Social Security Code (Code de la sécurité sociale) to which Mr. Georges Plassat, Mr. Jérôme Bédier and Mr. Pierre-Jean Sivignon are eligible. Terms and conditions This amended supplementary defined benefit pension plan is intended for the Group’s main executives (Chairman and Chief Executive Officer, Deputy Chief Executive Officers and certain key executives) and is subject to the following terms and conditions: Beneficiaries: a minimum of three years effective seniority, gross ● annual remuneration in excess of 18 times the French social security annual ceiling and career achieved within Carrefour; Benefits: 2.75% of the benchmark remuneration per year of ● seniority, subject to the compliance with applicable performance conditions each year. No pension is paid if a minimum number of years have not been validated with respect to performance conditions; Applicable seniority is seniority within the Carrefour Group: it ● encompasses the presence within the Group including non-consecutive employment contracts. There is no provision for the grant of additional seniority; Benchmark remuneration is equal to the average annual ● remuneration (base salary + annual variable remuneration) received during the last three calendar years preceding the year of cessation of activity, capped at 60 times the French social security annual ceiling; Annual pension subject to a dual cap: (i) 25% of the benchmark ● remuneration and (ii) the difference between 45% of the benchmark remuneration and the annual amount of basic, additional and supplementary pensions. In case of death, the surviving spouse receives a pension equal ● to 50% of the beneficiary’s retirement pension. Respect of performance conditions: ● A year is only taken into account in determining the amount of the pension if the performance conditions for that year are attained; The Board of Directors determines the applicable ● performance conditions each year corresponding, subject to exception, to at least 80% satisfaction of quantitative performance conditions triggering the payment of annual variable remuneration; At the end of each year, the Board of Directors verifies the ● achievement of the performance conditions during the prior year. Thus, the Board of Directors, based on the proposal of the compensation Committee, noticed: At its meeting on March 8, 2017, that performance condition corresponding to at least 80% satisfaction of the quantitative performance triggering the payment of annual variable remuneration were not met. Furthermore, the grant of an additional pension requires the ● validation of at least two-thirds of the years with respect to the performance conditions throughout the individual’s presence within the Group. Mr. Georges Plassat retired and resigned from his executive duties on 18 July 2017. At its meeting of 18 July 2017, the Board of Directors decided that Mr. Georges Plassat was eligible for a supplementary pension of an annual gross amount of €453,083 and that this supplementary pension could be increased based on the attainment or non-attainment of performance targets for the 2017 financial year. At its meeting of 11 April 2018, on the recommendation of the Remuneration Committee, the Board of Directors acknowledged that he had attained the applicable performance targets, namely at least 80% satisfaction of the same quantitative performance targets as those triggering the payment of annual variable remuneration of the Chairman and Chief Executive Officer. As a result, the supplementary pension will be an annual gross amount of €517,810. The mandates of Mr. Jérôme Bédier and Mr. Pierre-Jean Sivignon as Deputy Chief Executive Officers ended on 18 July 2017.