Report
Expert Corporate Governance Service (ECGS)
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Carrefour - AGM and EGM 14 June 2019

ITEM 14: the Company is one of the rarest CAC 40 companies not to disclose individual achievement rates of annual bonus criteria. Likewise, it is one of the rarest to measure performance criteria of LTI plans only over a 2-year period. These elements, added to amounts granted (€7.3 M in 2018, i.e. 156% of the CAC 40 median, 211% of the Retail sector of the MSCI Europe median and 350 times the French minimum wage vs our limit of 240 times (€5 M)) justify our negative voting recommendation on item 14.

 ITEM 15: Overall, the 2019 remuneration policy does not respect our Guidelines on several matters. However, the change proposed for 2019 (mainly the addition of a compared TSR criterion in the “long-term” remuneration) makes the 2019 remuneration policy better than the previous one. Therefore, we recommend approval.

Underlying
Carrefour SA

Carrefour is a distribution group based in France. Co. is engaged in retailing business, primarily in Europe (France, Belgium, Spain, Italy, Poland, and Romania); Asia (China, India, and Taiwan); and Latin America (Argentina and Brazil). Co. offers a variety of fresh produce, products from local suppliers and major-brand products. Co. operates Hypermarkets, Supermarkets, Convenience stores and Cash & Carry stores, as well as food and non-food e-commerce sites. Co. also offers services such as financial and insurance services, travel, entertainment, after-sales services, and leasing of commercial vehicles. As of Dec 31 2013 Co. operated 10,105 stores under its brand.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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