Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work CARREFOUR | 2017 REGISTRATION DOCUMENT 115 Lead Director Following its decision to combine the duties of Chairman and Chief Executive Officer, the Board of Directors decided at its meeting on June 21, 2011, to create the position of Lead Director. At its meeting on June 15, 2017, the Board of Directors, on the recommendation of the Appointments Committee, appointed Philippe Houzé as Lead Director to replace Amaury de Sèze, whose term was not renewed. Although the Board of Directors did not consider Philippe Houzé to be an Independent Director, it recognised his extensive experience in retail and in governance. According to the Board of Directors' Internal Rules, the role of the Lead Director is to assist the Chairman of the Board of Directors in his duties to ensure that the Company’s governance bodies are operating correctly. In particular, his duties include examining situations where there is a real or potential conflict of interest, which could concern Directors or the Chairman of the Board of Directors in respect of the Company's interests, whether this relates to operational projects, strategic management or specific agreements. Managing conflicts of interest In accordance with the Board of Directors' Internal Rules, the Directors are also made aware of the rules relating to conflicts of interest. A conflict of interest exists in situations in which a Director or a member of his/her family could personally benefit from how the Company’s business is run, or in which the Director or his/her family member could have any type of relationship or connection with the Company, its affiliates or its management that could compromise his/her free exercise of judgement. Each Director shall endeavour to avoid any conflicts of interest that may exist between his/her moral and material interests and those of the Company. As soon as they become aware of any situation involving a real or potential conflict of interest with the Company and its affiliates, Directors must inform the Board of Directors and must refrain from participating in such deliberations and from voting on the related resolution. The Chairman of the Board of Directors may ask the Director not to attend such deliberations. Directors must therefore promptly inform the Chairman of the Board of Directors of any agreement which they or a company of which they are a Director, in which they hold a significant stake, either directly or indirectly, or in which they have a direct interest, entered into with the Company or one of its affiliates, or which has been entered into through an intermediary. The Chairman of the Board of Directors may ask the Directors at any time to sign a statement certifying that they do not have any conflicts of interest. Kampos SARL, whose manager is Georges Ralli, Director of the Company. Hence, Georges Ralli did not participate in the deliberations and in the vote leading to this authorisation. The agreement will be submitted to the approval of the June 15, 2018 Shareholders’ Meeting, in accordance with the provisions of Article L. 225-38 of the French commercial code governing regulated agreements and commitments. The analysis engagement was carried out during the 2017 financial year. At its meeting on March 8, 2017, the Board of Directors authorised an agreement concerning an analysis engagement relative to the proposed initial public offering of Carrefour Brasil, with During its meeting on January 17, 2018, the Board of Directors authorised the Group’s acquisition of Carrefour Market business concerns in Charnay-Lès-Mâcon owned by the Labruyère & Eberlé group, on the basis of an independent audit firm report stating that the acquisition cost was fair for Group's Shareholders. The Board of Directors has not been asked to issue an opinion regarding any new positions accepted by the Group Executive Officers in listed companies outside the Group. Company Officers’ statement There are no family relationships between the Company Officers (Directors, the Chairman and Chief Executive Officer). To the Company’s knowledge and as of the date this Registration Document was prepared, in the past five years no Company Officers have been: convicted of fraud; ● involved in a case of bankruptcy, receivership or liquidation in ● their capacity as a Company Officer; subject to an official public sanction by statutory or regulatory ● authorities (including designated professional bodies); prevented by a court from acting as a member of a Board of ● Directors or of a Management or Supervisory Board, or from being involved in an issuer’s management or business operations. To the Company’s knowledge and as of the date this Registration Document was prepared, no real or potential conflict of interest has been identified between the duties of any Company Officers (Directors, the Chairman and Chief Executive Officer) with respect to the Company and their private interests and/or other duties than those described in the previous section, “Managing conflicts of interest”. To the Company’s knowledge and as of the date this Registration Document was prepared, there are no arrangements or agreements concluded with the main shareholders, customers, suppliers or other parties whereby one of the Company Officers has been selected as a member of one of their Boards of Directors, Management or Supervisory Boards, or as a member of their Executive Management. To the Company’s knowledge and as of the date this Registration Document was prepared, none of the Company Officers are bound to the Company or to one of its affiliates by a service contract.