Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 128 Operation of the Board of Directors 3.2.2 Conditions of preparation and organisation of the Board of Directors’ work The Board of Directors' Internal Rules set out the conditions under which the work of the Board of Directors is prepared and organised. They supplement the legal and statutory provisions and the recommendations of the AFEP-MEDEF code to which the Company refers. The Board of Directors' Internal Rules are divided into three chapters, relating to: the role, procedures and assessment of the Board of Directors as ● well as Directors’ compensation; the specialised committees of the Board of Directors and their ● respective standard rules and guidelines, composition and duties; the Directors' rights and responsibilities. ● The Board of Directors' Internal Rules aim to organise the work of the Board of Directors and its specialised committees, define the powers of the Board of Directors and describe the Directors' rights and responsibilities with respect to the corporate governance best practices to which the Board of Directors refers. The Internal Rules are updated by the Board of Directors in order to take into account legal and regulatory changes and corporate governance practices. Accordingly, they were revised on January 18, 2017 to integrate changes induced by: the audit reform, effective since June 17, 2016, which contains ● new provisions related to the Audit Committees of listed companies; European Regulation No. 596/2014 on market abuse, effective ● since July 3, 2016, which establishes new rules and measures applicable to listed companies and their Executive Officers/ Company Officers regarding inside information and; the publication of a new version of the AFEP-MEDEF code on ● November 26, 2016. Duties of the Board of Directors The Board of Directors approves the Company’s business strategy and oversees its implementation. It examines and decides on major transactions. The Directors are kept informed of changes in the markets and the competitive environment, as well as the key issues that the Company faces, including those related to social and environmental responsibility. According to its Internal Rules, the Board of Directors’ duties include, inter alia: approving the Company’s strategy and overseeing its ● implementation; setting any necessary limits on the powers of the Chairman and ● Chief Executive Officer; in particular, it: ● conducts any controls and audits it deems appropriate, ● controls the Company's management methods and verifies ● the fairness of its financial statements, examines and approves the financial statements, establishes ● the agenda for Shareholders’ Meetings to which it reports on its activities in the annual report and approves the various statutory and regulatory reports, examines regulated agreements and commitments and gives prior approval; ensuring that high-quality financial information and relevant, ● balanced and instructive information on the Company’s strategy, development model and plans for addressing major non-financial issues are provided to shareholders and investors; each year, on the recommendation of the Appointments ● Committee, drawing up the list of Directors qualified as independent, with respect to AFEP-MEDEF code criteria; examining the budget once a year. ● Frequency of and attendance at Board of Directors’ meetings in 2017 The Board of Directors' Internal Rules stipulate that the Board of Directors meet at least four times a year. 92.2% attendance rate ( versus 89% in 2016) 10 meetings 19 members In 2017, the Board of Directors held discussions without the discussions and deliberate, without him in attendance, on the Chairman and Chief Executive Officer's attendance on topics implementation of the succession plan. The Directors did not related to his compensation, in accordance with express the need to organise additional meetings without the recommendation 17.3 of the AFEP-MEDEF code. In the first half Chairman and Chief Executive Officer, who is the only Executive of 2017, the Board of Directors also took the opportunity to hold Director among the Board of Directors' 19 members.