2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

5CORPORATE GOVERNANCEBoard of Directors5.1. BOARD OF DIRECTORS5.1.1. COMPOSITION OF THE BOARD AND BOARD PRACTICESAs of 28 February 2011, the Board of Directors had fifteenmembers:■■■■■■■■■■■■■■■Jean-Charles Naouri, Chairman and Chief Executive Officer;Didier Carlier, representing Euris;Abilio Dos Santos Diniz;Henri Giscard d’Estaing;Jean-Marie Grisard, representing Matignon-Diderot;Philippe Houzé;Marc Ladreit de Lacharrière;Didier Lévêque, representing Foncière Euris;Catherine Lucet;Gilles Pinoncély;Gérald de Roquemaurel;David de Rothschild;Frédéric Saint-Geours;Michel Savart, representing Finatis;Rose-Marie Van Lerberghe.Non-voting director: Pierre Giacometti.Honorary Chairman (not a director): Antoine Guichard.Board Secretary: Jacques Dumas.As part of its annual duties, the Appointments and CompensationCommittee reviewed the composition of the Board of Directors and,more particularly, assessed the independence of each director basedon the criteria set out in the AFEP-MEDEF corporate governance codewith regard to relationships with Group companies that could affecttheir freedom of judgement or lead to conflicts of interest.Directors are selected for their acknowledged competence, diversityof experience, complementary areas of expertise and commitmentto contributing to the Group’s future development.Five directors meet the independence criteria set out in the AFEP-MEDEF code: Catherine Lucet, Rose-Marie Van Lerberghe, HenriGiscard d’Estaing, Gérald de Roquemaurel and Frédéric Saint-Geours.The Board of Directors appointed Catherine Lucet as independentdirector to replace Jean-Dominique Comolli on 28 February 2011, andappointed Foncière Euris as director to replace Omnium de Commerceet de Participations on 29 April 2010. Both appointments are subjectto ratification at the Annual General Meeting of 14 April 2011.Another five directors are qualified outside people or representativesof the Company’s shareholders: Abilio Dos Santos Diniz, PhilippeHouzé, Marc Ladreit de Lacharrière, Gilles Pinoncély and David deRothschild.The Company’s controlling shareholder is represented by five directorsand therefore does not hold a majority of the Board’s votes.The rules and procedures governing the functioning of the Board ofDirectors are defined by law, the Company’s articles of associationand the Board Charter. They are described in detail in the Chairman’sReport, which follows, and the Board Charter, included in anappendix.Directors are elected for a term of three years. At the proposal of theAppointments and Compensation Committee and in accordance withthe AFEP-MEDEF code, the Board decided to introduce a systemof retirement by rotation for the directors with effect from the AnnualGeneral Meeting to be held in 2012, when the term of all directorscurrently in office is due to expire. One third of directors will retire andseek re-election each year.The Board is also proposing to amend the age limit for directors bysimply applying the provisions set out by law, that is no more thanone third of the directors may be aged over 70.According to the Board Charter, each director must own a number ofregistered shares equal to at least one year’s directors’ fees.Non-voting directorThe articles of association permit the appointment of one or morenon-voting directors, who are either elected at an Ordinary GeneralMeeting of the shareholders or, between two meetings, appointed bythe Board of Directors subject to ratification at the next shareholders’meeting. The non-voting directors are elected for a term of threeyears. They attend Board meetings in a consultative capacity only,to make observations and give opinions. The number of non-votingdirectors may not exceed five. The age limit for holding office asnon-voting director is 80.Pierre Giacometti was appointed non-voting director on 3 March2010.156 Casino Group | Registration Document 2010