Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 114 The Board of Directors referred to the following AFEP-MEDEF code criteria in determining a Director’s independence: not be or have been over the past five years: ● an employee or Executive Officer of the Company, ● an employee, Executive Officer or Director of a company that ● the Company consolidates, an employee, Executive Officer or Director of the Company’s ● parent company or a company that the latter consolidates; not to be an Executive Officer of a company in which the ● Company directly or indirectly holds a directorship or in which an employee appointed as such or an Executive Officer of the Company (currently in office or having held such office over the past five years) is a Director; not to be a customer, supplier, investment banker or ● commercial banker: that is material for the Company or its group, ● or for which the Company or its group represents a significant ● proportion of business; not to be related by close family ties to a Company Officer; ● not to have been a Statutory Auditor of the Company over the ● past five years; not to have been a Director of the Company for more than ● 12 years. Review of Directors’ independence The Board of Directors' Internal Rules require that it conduct an annual review, on the recommendation of the Appointments Committee, of each Director’s independence. In accordance with the AFEP-MEDEF code, and on the recommendation of the Appointments Committee, the Board of Directors conducted the annual assessment of the Directors’ independence on April 11, 2018. Of the 19 Directors, 9 are deemed to be Independent, i.e., 52.9%, in accordance with the recommendation set out in the AFEP-MEDEF code (this proportion does not include Directors representing employees). Thus, Diane Labruyère-Cuilleret, Mathilde Lemoine, Marie-Laure Sauty de Chalon, Anne-Claire Taittinger, Lan Yan, Georges Ralli, Thierry Breton, Charles Edelstenne and Bertrand de Montesquiou are considered to be Independent Directors. On the recommendation of the Appointments Committee, the Board of Directors also examined, on April 11, 2018, the situation of Anne-Claire Taittinger, whose term of office exceeded 12 years on April 20, 2017. The Board of Directors noted this year that Anne-Claire Taittinger exhibited complete independence of thought. The Board of Directors took into account the objectivity she consistently demonstrated during its debates and decisions, as well as her ability to express her beliefs and make sound judgements in all situations. The Board of Directors also took into account in its analysis the fact that Anne-Claire Taittinger serves as an Independent Director and as Chair of the Audit and Accounts Committee on the Board of Directors of another listed company. Consequently, the Board of Directors confirmed that the previous assessment, according to which Anne-Claire Taittinger was deemed to be independent, was still confirmed. On the recommendation of the Appointments Committee, the Board of Directors determined that none of the Independent Directors have any material business relationships with the Group, directly or indirectly, that could create a conflict of interests from the point of view of either the Group or the Director concerned. Several criteria were used to determine the materiality of business relationships: the precedence and history of the contractual relationship between the Group and the group within which a Company Director holds a Company office or has executive duties; the existence of arm’s length conditions in the contractual relationship; the absence of economic dependence or exclusivity; the non-material nature of the proportion of sales resulting from business relationships between the group concerned and the Carrefour group. In assessing the materiality of business relationships, the Board of Directors paid particular attention to Diane Labruyère-Cuilleret’s situation due to the January 17, 2018 Board of Directors’ authorisation of the Group’s acquisition of Carrefour Market business concerns in Charnay-Lès-Mâcon owned by Labruyère & Eberlé group, on the basis of an independent audit firm report stating that the acquisition cost was fair for Group's Shareholders. In accordance with the Board of Directors' Internal Rules, Directors express their opinions freely and commit to preserving in all circumstances their independence of analysis, judgement, decision-making and actions. They also undertake to reject any pressure, whether direct or indirect, that could be exerted upon them from other Directors, specific groups of shareholders, creditors, suppliers or any other third party. Each Director shall refrain from seeking or accepting from the Company or its affiliates, directly or indirectly, any advantages that could be considered likely to compromise his or her independence.