Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 142 Laurent Vallée Laurent Vallée is a graduate of ESSEC Business School, Institut d’Études Politiques de Paris and École Nationale de l’Administration (ENA). He began his career at the Conseil d’État, France’s administrative Supreme Court, where he served in particular as Government Commissioner and Constitutional Advisor to the Government’s Secretary General. From 2008 to 2010, Laurent Vallée was a lawyer with the Clifford Chance law firm, before being appointed Director of Civil Affairs at the Ministry of Justice in April 2010. He was then General Corporate Secretary of the Canal+ Group from 2013 to 2015. Since March 2015, he has served as Secretary General of the Conseil Constitutionnel, France’s constitutional council. On August 30, 2017, Laurent Vallée joined the Executive Management team as General Secretary of the Carrefour group. Jérôme Nanty Jérôme Nanty is a graduate of Institut d’Études Politiques de Paris and has a Master’s degree in public law. He began his career in 1986 at Société Générale before joining the capital markets division of Crédit Lyonnais bank in 1989, first as a bond market operator and subsequently as a manager of a portfolio of bond issuers. In 1998, he joined the bank’s Human Resources department as manager of employment policy and later labour relations. From 2001 to 2004, he served as Director of Labour and Social Relations for the Crédit Lyonnais group. From 2003 onwards, he held the same position at the Crédit Agricole group. As such, he was in charge of the labour aspect of the merger of Crédit Lyonnais with Crédit Agricole. He was appointed as Director of Human Resources at LCL in 2005 and at the Caisse des Dépôts group in 2008. From 2013 to 2016, he was General Secretary of the Transdev group. Since July 2016, he has served as General Secretary and Director of Human Resources of the Air France-KLM group. On October 2, 2017, Jérôme Nanty joined the Carrefour group as Executive Director for Human Resources for the Group and France. Laurent Glépin Laurent Glépin is a graduate of EFAP, the French Institute of Press Attachés. He began his career with the French political party Rassemblement pour la République, serving as Press Attaché from 1990 to 1993, and subsequently as Press Secretary from 1993 to 1995. From 1995 to 2007, Laurent Glépin served as Press Advisor to the French Presidency. From 2007 to 2008, he was Director of Communications at Georges Pompidou Centre, the French national centre for art and culture. From 2008 to 2010, he served as Director of Communications and Press Relations for Europe 1. In January 2011, Laurent Glépin was appointed Director of Communications and Cultural Initiatives for the Fnac group and in 2016 he became Director of Communications for the Fnac Darty group. On October 2, 2017, he joined the Carrefour group as Executive Director, Communications for the Group and France. Frédéric Haffner Frédéric Haffner is a graduate of HEC Business School. In 1999, he joined Rothschild & Cie, where he led a number of mergers & acquisitions and financing transactions to support the international development of major French and European corporations. He joined Carrefour in 2014 as Director of M&A. In 2017, he coordinated the IPO of Carmila and Grupo Carrefour Brasil. Since October 2, 2017, Frédéric Haffner has served as Executive Director for Strategy and M&A. Compensation and benefits granted to Company Officers 3.4 Directors’ compensation 3.4.1 The Shareholders’ Meeting of June 15, 2017 increased the annual budget for Directors’ attendance fees to 1,200,000 euros for the period from August 1, 2016 to July 31, 2017, and for subsequent periods, to take into account renewed terms of office and appointments of Directors and the new composition of the Board of Directors’ specialised committees. At its meeting on April 11, 2018, the Board of Directors decided to amend the allocation procedures for Directors’ attendance fees. These procedures had not changed since 2012. The variable portion of attendance fees paid to Directors based on their frequency of attendance will take precedence in future financial years. As from August 1, 2018, the attendance fees will be allocated as follows: Chairman of the Board of Directors: 10,000 euros; ● Vice-Chairman of the Board of Directors: 40,000 euros; ● Lead Director: 40,000 euros; ● Director: 45,000 euros comprised of: ● a variable portion of 25,000 euros (versus 10,000 euros ● until July 31, 2018) based on the Director’s frequency of attendance, a fixed portion of 20,000 euros (versus 35,000 euros until ● July 31, 2018); Chairman of the Accounts Committee: 30,000 euros; ● Chairman of the Compensation Committee, the ● Appointments Committee, the CRS Committee and the Strategic Committee: 10,000 euros; members of specialised committees: compensation of ● 10,000 euros for belonging to one or more specialised committees, based on the committee member’s frequency of attendance.