THE BOARD OF DIRECTORS OF CARREFOUR GROUP ALIGNS ITS MANAGEMENT WITH THE CARREFOUR 2026 STRATEGIC PLAN.

THE BOARD OF DIRECTORS OF CARREFOUR GROUP ALIGNS ITS MANAGEMENT WITH THE CARREFOUR 2026 STRATEGIC PLAN

The Carrefour Board of Directors met today to review its annual operations in order to put the “Carrefour 2026” strategic plan into action. Based on recommendations made by the Governance Committee, the Board took the following choices.

1. At the upcoming shareholders meeting on May 26, 2023, the Board of Directors has unanimously agreed to propose that Alexandre Bompard’s term be extended earlier than expected. This is done in order to match the strategic plan “Carrefour 2026″‘s timeline. It was decided to extend his tenure, which was originally scheduled to expire after the 2024 Shareholders’ Meeting, for an additional three years, up until the 2026 Shareholders’ Meeting.

2. To strengthen its position in governance even more, the Board of Directors has also chosen to expand the responsibilities of the Lead Independent Director, who will:

the Board of Directors’ meeting plans for approval.
co-chairing two executive meetings per year that won’t have the CEO present.
participates in the strategy, compensation, and audit committees.

3. The Board of Directors has also altered a number of its Committees in accordance with the Governance Committee’s recommendations:

Mathilde Lemoine will resign from the Audit Committee as well as the Remuneration Committee that she was chairing. She will stop serving as an Independent Director as of the 2023 Shareholders’ Meeting and her term will expire at the 2024 Shareholders’ Meeting.
Marie-Laure Sauty de Chalon, an independent director, will leave the CSR Committee and join the Audit Committee. A proposal to extend her tenure will be made at the shareholders meeting on May 26, 2023.
The chairman of the compensation committee has been named as independent director Stéphane Courbit.
The Remuneration Committee and the Strategy Committee will now include Stéphane Isral, Chairman of the Audit Committee and Lead Independent Director.
The Independent Director Arthur Sadoun is chosen to serve on the Governance Committee.

As a result, the following members shall make up the Board of Directors’ committees:

Audit Committee (75% of members are independent)

President: Stephane Israel (Lead Independent Director).

Members include Marie-Laure Sauty de Chalon, Claudia Almeida e Silva, and Philippe Houzé. (Independent Director).

Compensation Committee (independent directors: 1 independent member, 100%)

Stéphane Courbit is the chairman. (Independent Director)

Members: Thierry Faraut, Charles Edelstenne, and Stéphane Isral (Lead Independent Director). (Director representing employees)

Committee on Governance (number of independent directors: 1; 60%)

Charles Edelstene is the chairman. (Independent Director)

Members include Thierry Faraut, Philippe Houzé, Arthur Sadoun, Aurore Domont, Flavia Buarque de Almeida, and Philippe Houzé (all independent directors). (Director representing employees)

CSR Committee (independent directors’ percentage: 66% (1))

Aurore Domont is the chair. (Independent Director)

Members: Patricia Moulin Lemoine, Martine Saint Cricq, and Independent Director Claudia Almeida (Director representing employees)

Committee for Strategy

Alexandre Bompard is the chair.

Abilio Diniz is the vice president.

Members: Stéphane Courbit (Independent Director), Philippe Houzé, and Stéphane Isral (Lead Independent Director).

The Board of Directors has examined the major issues the Group will face in the years to come with respect to the “Carrefour 2026” strategic plan, according to lead independent director Stéphane Isral. The Board of Directors, which met today in executive session, wanted Alexandre Bompard’s term to be extended so that it would last until 2026 in order to successfully address the challenges outlined in the plan, ensure that the Group continues to perform and uphold its commitments, and maintain the quality of its governance.

I’m humbled by the confidence the Board of Directors has shown in me, said Alexandre Bompard. You can rely on me to work tirelessly to achieve our goals for economic and financial success and to uphold our CSR commitments. Working with the 500,000 Group employees and utilising the strict governance structure in place, I will be unwavering in my pursuit of all of the goals outlined in the Carrefour 2026 strategic plan.

(1) The Director who represents workers is excluded from this computation in accordance with the AFEP-MEDEF Code of Corporate Governance and the law.

GSN