Carrefour - 2017 Registration Document

CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 2017 REGISTRATION DOCUMENT | CARREFOUR 3. 146 2018 compensation policy for the Chairman and Chief Executive Officer 3.4.2.2 At its meeting on April 11, 2018, the Board of Directors decided that it would submit to the Shareholders’ Meeting to be held on June 15, 2018 the following resolution on the 2018 compensation policy for the Chairman and Chief Executive Officer presented below. The Shareholders’ Meeting, pursuant to Article L. 225-37-2 of the French commercial code, deliberating under the conditions required for Ordinary Shareholders’ Meetings as to quorum and majority, having examined the Board of Directors’ report, in accordance with Article L. 22537-2 of the French commercial code, approves the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the total compensation and benefits of any kind that may be awarded to Alexandre Bompard for his term as Chief Executive Officer for the 2018 financial year. I/ Principles for determining the compensation of the Chairman and Chief Executive Officer The rules and principles used in determining the compensation and other benefits of the Chairman and Chief Executive Officer are approved by the Board of Directors on the recommendation of the Compensation Committee; the Board of Directors refers in particular to the AFEP-MEDEF code. The principles used in determining the compensation of the Chairman and Chief Executive Officer are as follows: Balance The Board of Directors ensures that no component of compensation is disproportionate. It also ensures that each component of compensation is relevant to the Company’s interests. Consistency The compensation policy for the Chairman and Chief Executive Officer aims to reward the Group’s operating performance on the one hand and the Chairman and Chief Executive Officer’s individual performance on the other. The policy reflects the responsibilities, experience, performance and potential of the Chairman and Chief Executive Officer. Performance The Chairman and Chief Executive Officer’s compensation is closely linked to the Group’s operating performance, the purpose being to reward him for his performance and progress made, in particular through annual variable compensation and a long-term incentive plan. The Chairman and Chief Executive Officer’s variable compensation is subject to the fulfilment of certain performance conditions set by the Board of Directors, on the recommendation of the Compensation Committee, and which include quantitative financial and non-financial objectives as well as qualitative objectives that are precise, simple, measurable and rigorous. The Board of Directors may periodically review these objectives and amend them accordingly to better reflect the Group’s strategic ambitions; the Board also ensures their continued implementation. Moreover, to get the Chairman and Chief Executive Officer actively involved in the Group’s growth over the long term and to be more closely aligned with shareholders’ interests, a portion of the compensation may also include Company performance shares. In line with the Group’s corporate social responsibility (CSR) commitments, CSR-related non-financial performance objectives may also be taken into account when determining the compensation of the Chairman and Chief Executive Officer. Comparability The Chairman and Chief Executive Officer’s compensation must be competitive in order to attract, motivate and retain talent at the highest levels of the Group. To assess the Group’s competitiveness, other companies’ compensation practices are regularly analysed using a panel of French and foreign companies that serve as benchmarks in their respective markets. II/ Criteria for determining, allocating and awarding the components of compensation of the Chairman and Chief Executive Officer The components of the Chairman and Chief Executive Officer’s compensation are as follows: Annual compensation Annual compensation comprises a fixed portion and a variable portion. This compensation reflects his responsibilities, experience and skills, as well as market practices. Annual fixed compensation Annual fixed compensation is reviewed at relatively long intervals, although it may be re-examined by the Board of Directors in certain cases, particularly when the Chairman and Chief Executive Officer’s term is up for renewal. Annual variable compensation Annual variable compensation may not exceed a maximum amount expressed as a percentage of annual fixed compensation. Specifically, annual variable compensation may not exceed 165% of the Chairman and Chief Executive Officer’s annual fixed compensation. Annual variable compensation is subject to the fulfilment of performance conditions based on achieving quantitative financial and non-financial objectives, as well as individual qualitative objectives. The performance objectives are based, for 80% of annual variable compensation, on achieving quantitative objectives and, for the remaining 20%, on achieving individual qualitative objectives as defined by the Board of Directors on the recommendation of the Compensation Committee. The expected level of achievement of quantitative objectives used to determine annual variable compensation is established precisely but is not disclosed for confidentiality purposes. The annual variable compensation due in respect of 2018 and in accordance with Article L. 225-100, paragraph 6 of the French commercial code, may only be paid following the approval of the Ordinary Shareholders’ Meeting to be held in 2019 to approve the financial statement for the year ending December 31, 2018.