2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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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
CORPORATE GOVERNANCEBoard of Directors55.1.2. DIRECTORSHIPS AND OTHER POSITIONS HELDBY MEMBERS OF THE BOARD OF DIRECTORSJean-Charles NaouriChairman and Chief Executive OfficerDate of birth8 March 1949, aged 62Business address1, esplanade de France – 42000 Saint-Étienne, FranceBiographyA graduate of the École normale supérieure (Sciences), Harvard University and the École nationale d’administration, Jean-Charles Naouribegan his career as an Inspecteur des finances at the French Treasury. He was appointed chief of staff for the Minister of Social Affairs andNational Solidarity in 1982, then for the Minister of the Economy, Finance and Budget in 1984. He founded Euris in 1987.Main executive positionsChairman and Chief Executive Officer of CasinoChairman of Euris (SAS)Current offi ce within the CompanyOffice Elected/appointed Term expiresDirector 4 September 2003 2012 AGMChairman 4 September 2003 2012 AGMChief Executive Officer 21 March 2005 2012 AGMOther directorships and positions held in 2010 and as of 28 February 2011Within the Euris Group:• Chairman and Chief Executive Officer of Rallye (listed company);• Director of CBD (listed company) and Wilkes Participações (Brazil);• Deputy Chairman of Fondation Casino;• Chairman of Fondation Euris.Outside the Euris Group:• Director of Fimalac (listed company);• Legal Manager of SCI Penthièvre Neuilly;• Member of the Bank of France Consultative Committee;• Chairman of the ’Promotion des Talents’ Association;• Honorary Chairman and Director of the Institut de l’École normalesupérieure.Directorships and positions held during the past fi ve years (other than those listed above)• Chairman of the Board of Directors of Finatis and Euris SA;• Member of the Supervisory Board of Groupe Marc de Lacharrière(SCA), Natixis and Super de Boer;• Representative of Casino, Guichard-Perrachon as Chairman ofDistribution Casino France;• Legal Manager of Penthièvre Seine;• Director of Natixis and HSBC France;• Non-voting director of Fimalac and Caisse Nationale des Caissesd’Épargne et de Prévoyance (CNCE);• Deputy Chairman of Fondation Euris.Number of Casino shares held: 367Registration Document 2010 | Casino Group157
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Registration Document2010
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KEEPING AHEADIN A CHANGING WORLDCas
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1PRESENTATION OFTHE CASINO GROUP1.1
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PRESENTATION OF THE CASINO GROUPBus
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SCCR/SS/GE/13/3 Prov.page 945. The
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PRESENTATION OF THE CASINO GROUPRea
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2MANAGEMENTREPORTAT 31 DECEMBER 201
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31 DECEMBER 2010Business Review22.1
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31 DECEMBER 2010Business Review22.1
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31 DECEMBER 2010Business Review2Mai
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31 DECEMBER 2010Parent Company Busi
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31 DECEMBER 2010Subsidiaries and As
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31 DECEMBER 2010Subsequent Events2C
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31 DECEMBER 2010Risk Factors and In
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31 DECEMBER 2010Employment Report22
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3CONSOLIDATEDFINANCIALSTATEMENTS3.1
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GENERAL MEETINGProposed resolutions
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7ADDITIONALINFORMATION7.1. General
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ADDITIONAL INFORMATIONGeneral infor
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ADDITIONAL INFORMATIONGeneral infor
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ADDITIONAL INFORMATIONHistory of th
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ADDITIONAL INFORMATIONThe market fo
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ADDITIONAL INFORMATIONStore network
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ADDITIONAL INFORMATIONPerson respon
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ADDITIONAL INFORMATIONTable of corr
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Investor RelationsNadine COULMAline
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2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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