Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work CARREFOUR | 2017 REGISTRATION DOCUMENT 135 2017 principal activities Over the course of the Compensation Committee’s two meetings, the following main topics were reviewed: compensation of Executive Officers: ● determination of the variable portion for 2016 for Georges ● Plassat, setting of conditions for 2017, determination of the long-term compensation for ● Georges Plassat, information about the variable portion for Deputy Chief ● Executive Officers set by the Chairman and Chief Executive Officer and setting of conditions for 2017, determination of the amount and pension supplement of ● Georges Plassat and Deputy Chief Executive Officers, performance conditions fulfilment for 2016 and setting of conditions for 2017, determination of compensation components associated ● with the retirement of Georges Plassat from July 18, 2017, determination of the components and structure of ● compensation for Alexandre Bompard, the Chairman and Chief Executive Officer since July 18, 2017; June 15, 2017 Shareholders’ Meeting: ● review of compensation policy of Executive Officers, ● review of the presentation of compensation components ● for Georges Plassat and Deputy Chief Executive Officers in the 2016 Registration Document and components that must be submitted to an advisory vote and for the approval of the Shareholders’ Meeting, in accordance with AFEP-MEDEF code recommendations and the French commercial code (“Say on Pay”), authorisation procedure for regulated agreements and ● commitments concluded during the financial year in relation with the compensation of the Executive Officers, changes in Directors’ attendance fees to be approved by ● the Shareholders’ Meeting. The Appointments Committee 3.2.3.3 The Appointments Committee meets as often as necessary. Composition A majority of the members of the Compensation Committee qualify as Independent Directors and there are no Executive Officers, in accordance with the provisions of the AFEP-MEDEF code. As of December 31, 2017, the composition of the Appointments Committee was as follows: Chairman: Bertrand de Montesquiou (Independent Director); ● members: Nicolas Bazire, Philippe Houzé, Diane Labruyère-Cuilleret (Independent Director), Anne-Claire Taittinger (Independent Director). ● 100% attendance rate ( versus 100% in 2016) 4 meetings 5 members During the first half of 2017, Georges Plassat, Chairman and Chief Executive Officer until July 18, 2017, was involved in the work carried out by the Appointments Committee in particular regarding the appointment and renewal of terms of Directors for the June 15, 2017 Shareholders’ Meeting.