Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 134 in respect of internal control: ● follow-up on the Group Internal Audit Department’s tasks, ● tracking of Group treasury and financing operations, ● control and monitoring of investment projects, review of strategic projects (Atacadão’s IPO in Brazil), development of the accounting organisation and ● information systems; in respect of relations with the Statutory Auditors: ● follow-up on the Statutory Auditors’ audit process, ● review of non-audit services provided by the Statutory Auditors, as governed by the applicable regulations; in respect of the rules governing the independence and ● objectivity of the Statutory Auditors: recommendations regarding the renewal of the ● appointment of Mazars as Statutory Auditor. The Compensation Committee 3.2.3.2 The Compensation Committee meets as often as necessary. Composition A majority of the members of the Compensation Committee qualify as Independent Directors, in accordance with the provisions of the AFEP-MEDEF code. As of December 31, 2017, the composition of the Compensation Committee was as follows: Chairman: Thierry Breton (Independent Director); ● members: Flavia Buarque de Almeida, Charles Edelstenne (Independent Director), Anne-Claire Taittinger (Independent Director), Lan Yan ● (Independent Director). 100% attendance rate ( versus 100% in 2016) 2 meetings 5 members Duties The Compensation Committee is responsible for formulating proposals on the various components of compensation paid to Directors (in particular with regard to the total amount of attendance fees and the allocation procedures) and to Executive Officers. It is responsible for reviewing all issues relating to the personal status of the Executive Officers, including compensation, pension and death & disability benefits, benefits in kind and the provisions governing the termination of their term of office. It is mainly in charge of formulating proposals on decisions to grant stock options (to subscribe and/or purchase Company shares) to Executive Officers and all or some of the salaried employees of the Company and its affiliates in accordance with the Shareholders’ Meeting authorisations. It examines the conditions under which options are granted and provides a list of beneficiaries of options and the number of options allocated to each of them. It formulates proposals determining the characteristics of options, such as the subscription and/or purchase price of shares, their duration, any applicable conditions on the exercise of the options and the relevant procedures. It is also responsible for formulating proposals on the free allocation of existing or new shares in accordance with the Shareholders’ Meeting authorisations. It proposes the names of beneficiaries of the share allocations and any conditions specifically related to the length of vesting and lock-up periods and criteria for share allocations. It is informed of the compensation policy for top executives who are not Company Officers.