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Corporate governance
Composition and operation of the Board of Directors
Directors’ awareness of ethical
3.2.1.2
and the group within which a Carrefour Director exercises a corporate
office or management function; the application to the contractual
rules
relationship of normal market conditions; the absence of economic
dependence or exclusivity; the insignificance of the proportion of sales
Assessment of the Directors’ independence
resulting from business relationships between our Group and the
group concerned.
In accordance with the AFEP-MEDEF code and after review by the
In accordance with the Board of Directors’ Internal Rules, each Director
Appointments Committee, the Board of Directors conducted an
expresses his or her opinions freely and commits to maintaining, in all
assessment of the Directors’ independence on March
9, 2016, as it
circumstances,
their
independence
of
analysis,
judgement,
does every year. Of the 16 Directors, 9 are considered as independent
decision-making and action and to rejecting any pressure, whether
Directors, comprising 56% of the total, which is consistent with the
direct or indirect, which may be exerted upon him and which may
recommendations set out in the AFEP-MEDEF code. Thus, Mrs. Diane
come from other directors, specific groups of shareholders, creditors,
Labruyère-Cuilleret, Mrs. Mathilde Lemoine, Mrs. Anne-Claire
suppliers or any other third party. Each Director shall not seek or accept
Taittinger, Mr.
Georges Ralli, Mr.
Thierry Breton, Mr.
René Brillet,
from the Company or associated companies, either directly or
Mr.
Charles Edelstenne, Mr. Bertrand de Montesquiou and Mr. Amaury
indirectly, any advantages that could be considered likely to
de Sèze are considered independent Directors.
compromise his or her independence.
According to the AFEP-MEDEF code, Directors are independent if they
Managing conflicts of interest
have no relationship of any kind with the company, its group or its
management that could compromise their freedom of judgement.
Thus, an independent Director must not only be a non-executive In accordance with the Board of Directors’ Internal Rules, the Directors
director,
i.e.
one not performing any management duties within the are also made aware of the rules relating to conflicts of interest.
company or the group, they must also be free of any personal
In particular, conflict of interest exists in situations in which a Director
connection (as a significant shareholder, employee or other) to the or a member of their family could benefit personally from the conduct
company or group.
of the Company’s business or could have a relationship or link of any
The criteria that guided the Board of Directors in determining a kind with the Company, its subsidiaries or its management that could
Director as independant are those specified in the AFEP-MEDEF code,
compromise the free exercise of the Director’s judgement. Each
as follows:
Director shall endeavour to avoid any conflict of interest that may exist
between their moral and material interests and those of the Company.
not to be an employee or corporate officer of the Company nor an
●
Each Director must inform the Board of Directors of any situation
employee or director of its parent company or consolidated
involving a real or potential conflict of interest with the Company and
company and not to have been so over the previous five years;
its subsidiaries as soon as he become aware of such a situation and
not to be a corporate officer of a company of which the Company
●
must refrain from participating in discussions and voting on a related
holds office as a director, either directly or indirectly, or in which an resolution. The Chairman of the Board of Directors may ask the
employee designated as such or an executive officer of the Company
Director not to attend such discussions and vote. Each Director must
(currently or within the last five years) holds or has held office as a therefore inform the Chairman of the Board of Directors without delay
director;
of any agreement reached between himself, or a company of which he
not to be a client, supplier, corporate banker or investment banker:
●
is a Director, or in which he hold a significant stake either directly or
indirectly, or in which he has a direct interest, and the Company and its
that is significant for the Company or its group,
●
subsidiaries, or which has been reached through an intermediary. The
or for which the Company or its group represents a significant
●
Chairman of the Board of Directors may ask the Directors at any time to
proportion of its business;
sign a statement certifying that they do not have any conflict of
not to have any close family ties with a corporate officer;
●
interest.
not to have been a Statutory Auditor for the business over the
●
At its meeting on June
21, 2011, the Board of Directors appointed
previous five years;
Amaury de Sèze as Senior Independent Director. The role of the Senior
not to have been a director of the business for over 12 years.
●
Independent Director is to assist the Chairman of the Board of
Directors in his responsibilities in respect of the proper functioning of
Following a review by the Appointments Committee, the Board of
the Company’s governance bodies. He has particular responsibility for
Directors determined that none of the independent Directors have any
examining situations where there is a real or potential conflict of
significant direct or indirect business relationships with the Group
interest, which could affect Directors or the Chairman of the Board of
which might create a conflict of interest from the point of view of either
Directors in respect of the interests of the business, whether this
the Group or the director concerned. Several criteria were used to
relates to operational projects, strategic direction or specific
determine the significance of business relationships: the precedence
agreements.
and history of the contractual relationship between Carrefour group
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