Carrefour | 2015

For the second year, on 11 June 2015 and by way of e-platform, Etica Sgr voted at the general shareholders’ meeting of Carrefour, a French mass retail company that operates in 33 countries in Europe, Latin America and Asia, present in the Investible Universe and in the shareholder part of the funds of the Responsible Values System as one of the best performers of its sector.

Etica Sgr voted in favour of approval of the financial statements of Carrefour, of the consolidated financial statements of the Group and of the distribution of the dividend. It also expressed a positive opinion on the report on transactions with related parties (item 4 on the agenda), since no transactions of controversial nature were identified.

Etica Sgr abstained on item 5 on the agenda, regarding the agreements relating to the severance indemnity of Georges Plassat (Chairman and CEO of the Company), as, despite the amount of the planned payment being less than twice his annual remuneration (as required by the international best practices), a deviation was identified from the Self-Regulation Code of French listed companies (AFEP-MEDEF). On Plassat’s remuneration, in addition, Etica Sgr expressed a contrary vote, since the policy was deemed to be lacking in transparency, with no indications in relation to the performances considered by the company in the payment of the bonuses. A long-term variable component is also absent and the parameters of socio-environmental responsibility underlying the payment of the incentives are not considered. In addition, there are no clawback clauses. A contrary vote was expressed, finally, to item 26 on the agenda, regarding the use of financial instruments within a stock option plan for management, since too few details were provided by the Company to assess it correctly.

Given the rather low percentage of independent directors, Etica Sgr opted to vote in favour only of candidates considered such (Mathilde Lemoine, Bertrand de Montesquiou and Georges Ralli). Etica expressed a contrary vote to the re-election of Georges Plassat, since his accumulation of roles does not ensure a correct balance of powers, and the re-election of Diane Labruyere-Cuilleret, since doubts were identified about her actual independence. For Nicolas Bazire, Philippe Houze and Patricia Lemoine an abstention was chosen. Etica Sgr then expressed a favourable vote to approving the overall fee for the Board of Directors, as this is stable compared to last year and does not present criticalities.

A contrary vote was expressed to renewing the assignment for the Company’s statutory auditors as, on one hand, the length of service of the auditor appears excessive and, on the other, high and increasing fees relating to “other services” were identified, both elements that may compromise the correct performance of the audit.

Etica Sgr finally voted in favour of the items on the agenda in relation to the purchase and disposal of treasury shares and to the operations on the share capital, as no criticalities to the limits proposed by the Company were identified.

Engagement Foreign companies
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