Carrefour - 2017 Registration Document

INFORMATION ABOUT THE COMPANY Information about the Company 2017 REGISTRATION DOCUMENT | CARREFOUR 7. 322 The Directors are called to meetings by the Chairman or, where necessary, by the Vice-Chairman, by any means, including orally. Board of Directors’ meetings are chaired by the Chairman of the Board of Directors or, where necessary, by the Vice-Chairman. Proceedings are conducted under the conditions of quorum and majority prescribed by law. The Secretary of the Board of Directors is authorised to certify copies and extracts of meeting minutes. The Board of Directors determines the Company’s business strategy and oversees its implementation. Subject to the powers expressly attributed to the Shareholders’ Meetings and within the scope of the corporate purpose, the Board of Directors deals with all matters relating to the proper management of the Company and, through its proceedings, handles other matters concerning it. The Board of Directors conducts the controls and audits that it deems appropriate. The Directors receive all information needed to perform their duties and may consult any documents that they deem appropriate. Management (Article 16) 7.1.4.3 As provided by law, the Management of the Company comes under the responsibility of either the Chairman of the Board of Directors or another private individual appointed by the Board of Directors and bearing the title of Chief Executive Officer. Based on a majority vote of the Directors present or represented, the Board of Directors chooses between the two aforementioned management methods. The Board of Directors appoints, from among its members or otherwise, the Chief Executive Officer, who must be a private individual under the age of 70, who has the broadest powers to act on the Company’s behalf under all circumstances. The Chief Executive Officer exercises his/her powers within the scope of the corporate purpose and subject to those powers expressly attributed by law to the Shareholders’ Meetings and the Board of Directors. The Chief Executive Officer represents the Company in its dealings with third parties. The age limit for the position of Chief Executive Officer is 70. The duties of a Chief Executive Officer who reaches this age end following the Shareholders’ Meeting convened to approve the previous year’s financial statements and held during the year in which this age is reached. When the Company is managed by the Chairman, the provisions of the laws and regulations or Articles of Association relating to the Chief Executive Officer are applicable to him/her. The Chairman assumes the title of Chairman and Chief Executive Officer and may perform his/her duties until the Ordinary Shareholders’ Meeting convened to approve the previous year’s financial statements and held during the year in which he/she reaches the age of 70. The Board of Directors may determine the areas in which the Chief Executive Officer must consult the Board of Directors in performing his/her duties. Crossing of thresholds (Article 7) 7.1.4.4 Pursuant to Article 7 of the Articles of Association, in addition to compliance with the legal obligation to inform the Company when holding certain percentages of the capital and related voting rights, any private individual or legal entity, acting alone or in concert, that holds a number of shares representing a proportion of the share capital or voting rights greater than or equal to 1% of the share capital or voting rights, or any multiple of this percentage, must inform the Company of the total number of shares and voting rights held, as well as the securities giving future access to the capital and the voting rights potentially related to them, by registered post with acknowledgement of receipt within five trading days of the date on which the threshold is crossed. The obligation to inform the Company also applies when the shareholder’s percentage of capital or voting rights falls below each of the aforementioned thresholds. The penalties provided by law for failure to comply with the obligation to declare the crossing of the statutory thresholds also apply in the event of failure to declare the crossing of the thresholds stipulated in these Articles of Association, at the request, as noted in the minutes of the Shareholders’ Meeting, of one or more shareholders holding at least 5% of the Company’s capital or voting rights. Shareholder rights (Article 9) 7.1.4.5 Double voting rights are conferred on all fully paid up registered shares that have been registered in the name of the same shareholder for at least two years. Double voting rights are cancelled for any shares converted into bearer form or whose ownership is transferred, subject to any exceptions provided for by law. The Extraordinary Shareholders’ Meeting is solely authorised to modify shareholders’ rights, as provided by law.