Carrefour - 2017 Registration Document

7 INFORMATION ABOUT THE COMPANY Information about the Company CARREFOUR | 2017 REGISTRATION DOCUMENT 321 The Board of Directors (Articles 11, 12, 13 and 14) 7.1.4.2 The Company is managed by a Board of Directors comprising between three and eighteen members. When the number of Directors appointed by the Ordinary Shareholders' Meeting exceeding 75 years of age is higher than the third of the Directors in office, the oldest Director shall be deemed to have resigned; his or her mandate shall expire at the nearest Ordinary Shareholders' Meeting. Each Director must own at least 1,000 shares during his/her term of office, with the exception of the Directors representing employees. The members of the Board of Directors are appointed for a three-year term, including the Directors representing the employees, and a third (or an equivalent proportion) of the members of the Board of Directors appointed by the Ordinary Shareholders' Meeting is renewed every year. At the Board of Directors meeting following the initial appointments, the names of the Directors exiting the Board at the end of their first and second year are determined by drawing lots. Exiting Directors are eligible for re-election. Directors, including the Directors representing employees, shall cease to hold office at the end of the Ordinary Shareholders' Meeting, called to approve the Financial Statements for the ended financial year, that is held during the year in which said Director’s term of office is to expire. When the Company falls within the scope of Article L. 225-27-1 of the French commercial code, the Board of Directors shall also include one or two Directors representing the employees. In accordance with applicable laws, when the number of Directors, calculated according to Article L. 225-27-1-II of the French commercial code, is lower or equal to twelve (12), a Director representing employees is appointed by the Group Committee (Comité de Groupe français Carrefour). When the number of Directors exceeds twelve (12), and provided that this criterion is still fulfilled at the day of appointment, a second Director representing employees is appointed by the European Works Council (Comité d’Information et de Concertation européen Carrefour). When the number of Directors, initially exceeding twelve (12) members, falls to twelve (12) members or below, the Director appointed by the European Works Council (Comité d’Information et de Concertation européen Carrefour) shall remain in office until the expiry of his or her term of office. The Director(s) representing employees are not taken into account for the determination of the maximum number of Directors provided by the French commercial code, or for the enforcement of Article L. 225-18-1 paragraph 1 of the French commercial code. The office of the Director representing the employees expires before its term under the conditions laid out in the law and this article, in particular in cases of termination of his/her/their employment agreement except in the event of an intergroup transfer. If the conditions laid out in Article L. 225-27-1 of the French commercial code are not fulfilled at the end of a given financial year, the office of the Directors representing employees expires at the end of the meeting at which the Board of Directors acknowledges that the Company is no longer subject to this legal requirement. In the event of a vacancy, for any reason, of the office of a Director representing employees, the vacant seat is filled according to the conditions laid out in Article L. 225-34 of the French commercial code. Until the date of replacement of the Director representing the employees, the Board of Directors may validly meet and deliberate. In addition to the provisions of Article L. 225-29 paragraph 2 of the French commercial code, and for the avoidance of doubt, it is specified, that the failure of the committees designated by the Articles of Association to appoint a Director representing employees does not affect the validity of the deliberations of the Board of Directors, in accordance with the law and this article. Subject to the provisions of this article and to legal provisions, the Directors representing employees have the same status, rights and obligations as the other Directors. The Board of Directors appoints a Chairman, from among its members, who shall be a natural person. The age limit for the position of Chairman is set at seventy-five (75) years. The Chairman may perform his functions until the Shareholders' Meeting called to approve the Financial Statements for the past financial year, held during the year in which the Chairman reaches his seventy-fifth birthday. The Chairman may be appointed for the entire duration of his/her term of office as a Director. The Board of Directors appoints a Vice-Chairman from among its members, who is asked to replace the Chairman in case of absence, temporary unavailability, resignation, death or non-renewal of his/her term of office. In the event of temporary unavailability, this replacement is valid only as long as the Chairman is unavailable; in all other cases, it is valid until a new Chairman is elected. The Chairman organises and directs the Board of Directors’ work, reporting thereon to the Shareholders’ Meeting. The Chairman ensures the proper functioning of the Company’s bodies and, in particular, ensures that the Directors are able to perform their duties. The Board of Directors meets as often as required to serve the Company’s interests, either at the head office or at any other place indicated in the Notice of Meeting.