Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers CARREFOUR | 2017 REGISTRATION DOCUMENT 155 5. Payment of the termination payment In accordance with the provisions of Article L. 225-42-1 of the French commercial code, no payment could be made before the Board of Directors stated that the above conditions had been fulfilled (on the date of or after the termination or the effective change of position of the Chairman and Chief Executive Officer). On July 18, 2017, the Board of Directors noted that: the performance conditions in respect of 2014, 2015 and 2016 ● had been met, in compliance with Article L. 225-42-1 of the French commercial code; Georges Plassat did not leave as a result of a change of position ● within the Carrefour group or due to removal for gross negligence or wilful misconduct; Georges Plassat would receive as termination payment a gross ● amount of 3,975,000 euros, subject to the signing of a non-compete obligation that the Board of Directors authorised and approved at the same meeting. The non-compete obligation prohibits Georges Plassat from working for a competitor for a period of 18 months. The Board of Directors noted that signing the agreement was in the Company’s best interests and would avoid any risk of Georges Plassat working for a competitor after his retirement. Directors’ attendance fees The amount of Directors’ attendance fees paid to Georges Plassat is described in Section 3.4.1 of this chapter. For the period from August 1, 2016 to July 18, 2017, Georges Plassat was paid 55,000 euros in respect of his duties as Director, Chairman of the Board of Directors, member and Chairman of the Strategic Committee. Benefits in kind Georges Plassat had a company car with a driver, corresponding to a gross benefit in kind valued at 2,319 euros (calculated prorata to his length of service with Carrefour group until July 18, 2017). Compensation of the Deputy Chief Executive Officers 3.4.2.5 The terms of office of the two Deputy Chief Executive Officers, Pierre-Jean Sivignon and Jérôme Bédier, ended on July 18, 2017. The information concerning their compensation in respect of 2017 is given prorata temporis to their term in office. Under their employment contracts, the Deputy Chief Executive Officers were compensated for their respective roles as General Secretary and Chief Financial Officer. They did not receive any compensation for their duties as Executive Officers. The rules and principles used in determining their compensation and other benefits were defined by Georges Plassat as part of the senior executive compensation policy and as such were not submitted for the approval of the Shareholders’ Meeting on June 15, 2017, which approved the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the total compensation and benefits that may be awarded to Executive Officers in respect of their duties, in accordance with Article L. 225-37-2 of the French commercial code. The Deputy Chief Executive Officers received annual compensation comprising a fixed portion and a variable portion. The annual variable compensation of the Deputy Chief Executive Officers was based on fulfilling objectives and could represent up to 200% of their annual fixed compensation. The performance objectives for their annual variable compensation were based for 50% on achieving financial objectives (gross like-for-likes sales, recurring operating income, average basket and average ticket, these objectives accounting respectively for 30%, 50%, 10% and 10%) and, for the remaining 50%, on the achievement of individual qualitative objectives set by Georges Plassat, Chairman and Chief Executive Officer until July 18, 2017. In accordance with the 14 th resolution adopted by the Shareholders’ Meeting of May 17, 2016, on the recommendation of the Compensation Committee, the Board of Directors decided at its meeting on July 27, 2016 to approve a performance share plan for some 950 Group employees, comprising a maximum total of 1,950,000 shares (representing 0.26% of the share capital). The Deputy Chief Executive Officers are beneficiaries of the plan in accordance with the terms and conditions described below. The Deputy Chief Executive Officers were eligible to a supplementary defined benefit pension plan, as described in Article L. 137-11 of the French social security code. Since 2009 this plan has been available and offered to the Group’s senior executives (Chairman and Chief Executive Officer, Deputy Chief Executive Officers, and some key senior executives).