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Corporate governance
Compensation and benefits granted to executive officers
2. Reasons for Departure
excluding all other form of compensation and notably compensation
paid in accordance with the long term incentive plan.
A termination payment will be awarded in the event of the termination
of his duties as Chairman and Chief Executive Officer, for whatever
5. Payment of the termination payment
reason, subject to the exceptions set out below.
In accordance with the provisions of article L.225-42-1 of the French
No termination payment will be awarded to the Chairman and Chief
commercial code, no payment can be made before the Board of
Executive Officer in the event of:
Directors (at the time of or after the termination or the effective change
of position of the Chairman and Chief Executive Officer) states that the
dismissal for gross negligence or wilful misconduct,
●
above conditions have been fulfilled.
change of position within the Carrefour Group.
●
Directors’ annual attendance fees
It is noted that reaching the age limit set out in the Articles of
Association of Carrefour does not constitute an exception to the
termination payment.
The amount of Directors’ annual attendance fees paid to the Chairman
3. Non-competition obligation
and Chief Executive Officer was set as detailed in section 3.4.1 of this
chapter.
The termination payment is subject to the non-competition obligation
which will bind the Chairman and Chief Executive Officer at the end of
Benefits in kind
his duties as Chairman and Chief Executive Officer of Carrefour.
This obligation will last for a period of 18 months from the termination
The Chairman and Chief Executive Officer benefits from a functions car
of his duties and means that Chairman and Chief Executive Officer
with a driver.
cannot take up professionally competitive activities within a number of
specified businesses operating in the food distribution sector.
The elements of compensation due or paid with respect to the 2015
financial year to the Chairman and Chief Executive Officer and
4. Amount of the termination payment
submitted to the consultative vote of the Shareholders’ Meeting on
The amount of the termination payment is equal to the compensation May 17, 2016 are set out in section 3.4.5 of this chapter.
received for one year (fixed and variable target compensation)
Compensation of the Deputy Chief Executive Officers
3.4.3
The Deputy Chief Executive Officers, Mr. Jérôme Bédier and Mr.
The Deputy Chief Executive Officers benefits from a supplementary
Pierre
Jean Sivignon, are remunerated for their functions as General
pension plan with defined benefits, as described in article L.137-11 of
Secretary and Chief Financial Officer respectively under their labour
the French social security code, that has been offered within the Group
contract. They do not benefit from any compensation for their
since 2009 for the benefit of the Group's executive officers (Chairman
mandate as executive officer. The rules and principles used in and Chief Executive Officer, Deputy Chief Executive Officers, and some
determining the compensation and other benefits that they receive are key executive officers).
determined by the Chairman and Chief Executive Officer as part of the The appointment of the Deputy Chief Executive Officers took place on
remuneration policy for executive officers.
February 8, 2015. Therefore, the new provisions of law No. 2015-990
The Deputy Chief Executive Officers receive an annual compensation of August 6, 2015 do not apply to them.
composed of a fixed part and a variable part.
However, the Board of Directors, during its meeting on June 11, 2015
The annual variable compensation of the Deputy Chief Executive on recommendation of the Remuneration Committee, decided to
Officers is based on the fulfillment of objectives and can vary between modify the characteristics of the defined benefit supplementary
0% and 200% of their annual fixed compensation. The performance pension plan such as the conditions for acquisition, by subjecting
objectives are based, for 50% of their variable compensation, on them, among other things, to the fulfilment of performance conditions
achieving financial targets (gross like-for-likes sales, Recuring and eliminating all recognition of years of service not corresponding to
Operating Income, average basket, average ticket, these objectives
actual presence within the Group.
accounting respectively for 30%, 50%, 10%, 10%) and, for the The characteristics of the supplementary pension plan with defined
remaining 50%, on the achievement of qualitative objectives set by the benefits currently in force therefore comply with to the requirements of
Chairman and Chief Executive Officer.
law No. 2015-990 of August 6, 2015.
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2015 REGISTRATION DOCUMENT