Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers CARREFOUR | 2017 REGISTRATION DOCUMENT 145 Long-term incentive plan This long-term incentive plan may include stock options, performance shares or a cash payout under the following terms and conditions: the long-term incentive plan may represent up to a maximum of ● 50% of the gross maximum compensation; in order to benefit from the plan, the person concerned must ● fulfil qualitative and quantitative performance conditions, as set by the Board of Directors on the recommendation of the Compensation Committee, over a multi-year period; in order to benefit from the plan, the person concerned must ● remain in office at the end of the financial years considered. If stock options or performance shares are granted, the Board of Directors will set the number of shares that each Executive Officer is required to hold until the termination of his/her term of office, in accordance with the provisions of the French commercial code. Directors’ attendance fees The Board of Directors may decide to pay Directors’ attendance fees to Executive Officers as consideration for their membership on the Board of Directors and on one or more Board of Directors’ specialised committees. These attendance fees are paid in accordance with the same rules applicable to Directors, as described in Section 3.4.1 of this Registration Document. They are comprised of a fixed portion and a variable portion based on the Directors’ frequency of attendance at meetings of the Board of Directors and its specialised committees. Exceptional compensation In certain special circumstances, the Board of Directors may decide to award exceptional compensation to Executive Officers. Such compensation may include stock options, performance shares or a cash payout. Compensation or benefits due or likely to be due upon taking office In accordance with the comparability principle described above, the Board of Directors may, on the recommendation of the Compensation Committee, award compensation related to a new Executive Officer taking office. Such compensation may include stock options, performance shares or a cash payout. Commitments mentioned in the first and sixth paragraphs of Article L. 225-42-1 of the French commercial code In line with market practices, the Company provides its Executive Officers with an income replacement plan for when they retire. Specifically, the Group’s Executive Officers may receive a supplementary defined benefit pension plan, provided for under Article L. 137-11 of the French social security code (Code de la sécurité sociale), offered within the Group since 2009. Plan membership is subject to the fulfilment of performance conditions. The plan is described in Section 3.4.2.3 of this Registration Document. In certain circumstances, the Board of Directors may decide to award a termination payment to Executive Officers or agree to a non-compete obligation. The award of a termination payment is subject to performance conditions. The Board of Directors may waive the implementation of the non-compete obligation upon an Executive Officer’s termination. The termination payment awarded to Executive Officers is capped at two years’ fixed and variable compensation. Any potential non-compete obligation is included in the above ceiling. Executive Officers also benefit from a supplementary healthcare and insurance scheme. Benefits in kind At the Board of Directors’ discretion and on the recommendation of the Compensation Committee, Executive Officers may receive benefits in kind. The award of benefits in kind is determined in view of the nature of the position held. Executive Officers therefore have a company car. Other benefits in kind may be provided for based on the specific situation of each Executive Officer.