Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Composition, conditions of preparation and organisation of the Board of Directors' work 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 136 Duties The Appointments Committee reviews and formulates an opinion on any candidate being considered for Director or Executive Officer positions. It submits proposals to the Board of Directors after an in-depth examination of all the factors to be taken into account in its decision-making process, particularly in light of the composition of and changes to the Company’s shareholder base to ensure a well-balanced Board of Directors. It also assesses the appropriateness of the renewal of terms of office. It organises a procedure for the nomination of future Independent Directors. Independent Director qualification criteria are discussed by the Appointments Committee and reviewed each year by the Board of Directors prior to the publication of the annual report. It is also responsible for assessing Directors’ independence and reporting its findings to the Board of Directors. If necessary, the Appointments Committee reviews situations caused by a Director’s repeated absence. The committee makes recommendations to the Board of Directors on the appointment of specialised committee members when their terms are up for renewal. It also assists the Board of Directors in adapting the Company’s corporate governance practices and assessing their efficiency. It reviews solutions to ensure that good corporate governance practices remain in place. It reviews the Chairman’s draft report on corporate governance and any other document required by law or regulations. 2017 principal activities Over the course of the Appointments Committee’s four meetings, the following main topics were reviewed: governance : ● external assessment of the Board of Directors' procedures ● and review of the report by the Directors, review of the updated version of the Board of Directors' ● Internal Rules following revisions made to the AFEP-MEDEF code in November 2016, changes to the composition of the Board of Directors and ● its specialised committees following the conclusions drawn from the Board of Directors’ assessment with a view to recommending appointments or renewal of Directors and to examine procedures for designating Directors representing employees, succession plan: in the first half of 2017, all meetings were ● dedicated to the succession plan as part of the new governance structure in connection with the retirement of Georges Plassat and the appointment of Alexandre Bompard to replace him as Chairman and Chief Executive Officer; June 15, 2017 Shareholders’ Meeting : ● annual review of certain Directors’ independence and ● assessment of the situation of two new women Directors to verify that they qualify as Independent Directors, review of the “Governance practises” section of the ● Chairman’s report on corporate governance, changes in the composition of the Board of Directors: ● appointments and renewal of terms of office for the June 15, 2017 Shareholders’ Meeting, appointing more women to the Board of Directors, ● procedures for designating Directors representing ● employees; Board of Directors’ specialised committees and Lead ● Director : review of the composition of the Board of Directors’ ● specialised committees following the appointment of new Directors to the Board of Directors, proposed appointment of Philippe Houzé as Lead Director ● replacing Amaury de Sèze.