Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers CARREFOUR | 2017 REGISTRATION DOCUMENT 149 Thus, his annual variable compensation for 2017 amounted to 165% of his annual fixed compensation. OBJECTIVES CRITERIA TYPE WEIGHTING OBJECTIVES ACHIEVED Financial Sales Quantitative 25% Met Recurring operating income Quantitative 25% Partially met Non-financial CSR Quantitative 25% Exceeded Total quantitative 75% Individual qualitative Quality of governance Qualitative 25% Exceeded Payment of Alexandre Bompard’s annual variable compensation is subject to approval by the Shareholders’ Meeting on June 15, 2018. 2018 compensation For the 2018 financial year, the Board of Directors decided to maintain the fixed portion of his annual compensation, at 1,500,000 euros. In accordance with the 2018 compensation policy, the annual variable compensation was modified to include an objective regarding free cash flow (excluding non-recurring items). Alexandre Bompard’s 2018 annual variable compensation will be determined with the weighting of the following objectives: OBJECTIVES CRITERIA TYPE WEIGHTING Financial Sales Quantitative 20% Recurring operating income Quantitative 20% Free cash flow (excluding non-recurring items) Quantitative 20% Non-financial CSR Quantitative 20% Total quantitative 80% Individual qualitative Quality of governance Qualitative 20% Long-term incentive plan On July 18, 2017, the Board of Directors decided, on the recommendation of the Compensation Committee, to offer Alexandre Bompard every year a long-term incentive plan that may include stock options, performance shares or a cash payout under the following terms and conditions: the long-term incentive may represent up to a maximum of 45% ● of the gross target compensation, i.e., the sum of the annual fixed compensation, the above-mentioned 165% variable target compensation and the long-term incentive; in order to benefit from the plan, two of the three following ● objectives set by the Board of Directors must be fulfilled at more than 100% for two consecutive years: sales, recurring operating income and CSR; in order to benefit from the plan, Alexandre Bompard must ● remain Chairman and Chief Executive Officer at the end of the financial years set out above. Under these conditions, the Board of Directors put in place a long-term cash incentive plan subject to the fulfilment of the conditions in respect of 2017 and 2018 financial years in accordance with the principles set out above. If the performance conditions in respect of 2017 and 2018 are met, Alexandre Bompard will receive a cash incentive of 3,252,000 euros, subject to approval by the Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2018. A long-term incentive plan will be offered under the same terms and conditions and with the same objectives as the 2017 and 2018 long-term incentive plan, but with performance assessed over 2018 and 2019. Supplementary defined benefit pension plan On July 18, 2017, the Board of Directors decided that Alexandre Bompard would be eligible for the supplementary defined benefit pension plan, provided for under Article L. 137-11 of the French social security code, offered within the group to Senior Managers. The Board of Directors felt that enrolling Alexandre Bompard in this plan would enable the Group to further incentivise and retain its new Executive Officer. 1. Eligibility conditions Plan membership is subject to fulfilment of the following cumulative conditions: plan participants must have completed at least three years of ● actual continued service within the Group; their gross annual compensation must be greater than 18 times ● the annual ceiling for social security contributions; and they must be employed by the Group when they retire in ● accordance with the provisions of Article L. 137-11 of the French social security code.