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Corporate governance
Composition and operation of the Board of Directors
Operation of the Board of Directors
3.2.2
The Board of Directors’ work in 2015
remuneration of corporate officers:
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The Board of Directors authorised a termination payment and a
During the course of the 2015 financial year, the Board of Directors
long-term incentive plan for the Chairman and Chief Executive
met eight times, with an average attendance rate of 80%.
Officer and decided to modify the supplementary pension plan
applicable to corporate officers (Chairman and Chief Executive
After taking note of the summaries produced by the Accounts,
Officer, Deputy Chief Executive Officers, and some key executive
Appointments, and Remuneration Committees on work relevant to
officers);
their roles, the Board of Directors' activity focused primarily on the
business activities:
●
following areas:
The Board of Directors was informed about the economic and
financial management:
●
competitive climate, the market performance of Carrefour shares
The Board of Directors approved the annual and half-yearly
and financial rating issues.
corporate and Consolidated Financial Statements, and related
Conditions of preparation and
reports, after hearing from the Chairman of the Accounts
Committee and the Statutory Auditors. The Board of Directors
organisation of the Board of Directors'
reviewed quarterly sales and related draft press releases. On
June
11, 2015, the Board of Directors implemented the Company’s
work
new share buyback program; The Board of Directors approved
forecast statutory documents, renewed annual authorisations
The work of the Board of Directors is based on the Board of Directors’
granted to the Chairman and Chief Executive Officer with regard to Internal Rules intended to complement legal and statutory provisions
bond issues and guarantees; reviewed the Group’s liquidity policy
and the recommendations of the AFEP-MEDEF code, which the
and commitments; and decided the disposal of treasury shares;
Company uses as a reference.
Shareholders’ Meeting:
●
The Board of Directors’ Internal Rules, divided into three chapters, are
The Board of Directors approved the notice of meeting, the agenda,
structured as follows:
the draft resolutions, the Board of Directors’ report to the
the first chapter covers the Board of Directors, its role, operation,
●
Shareholders’ Meeting, and the report of the Chairman of the Board
compensation for Directors and its assessment;
of Directors on corporate governance and internal control and risk
the second chapter covers the Board of Directors’ committees, their
●
management procedures; set dividend policy; delegated all powers
common rules, composition and missions;
to the Chairman and Chief Executive Officer for the purposes of
increasing share capital in order to pay the dividend in new the third chapter covers the rights and responsibilities of Directors.
●
Company shares; authorised regulated agreements concluded The Board of Directors’ Internal Rules deal with the formal aspects of
during the fiscal year and conducted an annual review of continuing the Board of Directors' duties, as well as the rights and responsibilities
regulated agreements; approved replies to written questions
of the Directors with respect to corporate governance best practices
submitted by shareholders in advance of the Shareholders’ Meeting imposed by the Board of Directors.
and conducted an assessment of the Directors’ independence, the
In accordance with the Board of Directors’ Internal Rules as part of its
terms of directors office renewed and new appointments made;
duties and without this list being exhaustive, the Board of Directors:
follow up of the strategic questions of the Group and its activities:
●
approves the Company’s strategy and monitors its implementation;
●
The Board of Directors reviewed the strategic plan, the situation in
sets any necessary limits on the powers of the Chairman and Chief
●
several countries in which the Group operates, key projects such as
Executive Officer;
the integration of DIA and opportunities such as the acquisition of
Rue du Commerce and approved certain investment projects for the
in particular, it:
●
Group, such as the acquisition of 85 Billa supermarkets in Romania;
conducts any controls and audits it deems appropriate,
●
corporate governance:
●
conducts audits of Company management and the accuracy of its
●
The Board of Directors decided to appoint Mr.
Georges Ralli as
financial statements,
Vice-Chairman, and Mr.
Jérôme Bédier and Mr.
Pierre
Jean Sivignon
examines and approves the financial statements, establishes the
●
as Deputy CEOs; renewed the term of office of the Chairman and
agenda for the meeting, records its activities in the annual report
Chief Executive Officer; determined the new composition of the
and approves the various statutory and regulatory reports,
Board committees.
examines regulated agreements and rules on their prior
●
The Board of Directors established the CSR and Strategic
authorisation,
Committees and appointed Mr. Abilio Diniz as Observer;
ensures that high-quality financial information is provided to
●
shareholders and markets;
2015 REGISTRATION DOCUMENT
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