2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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5CORPORATE GOVERNANCEManagement5.2. MANAGEMENT5.2.1. CHAIRMAN AND CHIEF EXECUTIVE OFFICERAt its meeting of 19 May 2009, acting on the recommendation of theAppointments and Compensation Committee, the Board of Directorsrenewed Jean-Charles Naouri’s term of office as Chairman and ChiefExecutive Officer for the remainder of his term as a director, expiringat the annual general meeting to be held in 2012.As Chairman of the Board of Directors, Jean-Charles Naouri organisesand leads the work of the Board and reports thereon at Shareholders’Meetings. He is also responsible for ensuring that the Company’scorporate governance structures function correctly.Restrictions on the Chief Executive Officer’spowersUnder Article L. 225-56 of the French Commercial Code (Code decommerce), the Chief Executive Officer has full powers to act in allcircumstances in the name of the Company within the limits of itscorporate purpose, and except for those powers vested by law inthe Board of Directors or in the shareholders in a General Meeting.The Chief Executive Officer represents the Company in its dealingswith third parties.However, at the time of his appointment, with a view to ensuringgood corporate governance, Jean-Charles Naouri requested that therestrictions on the Chief Executive Officer’s powers relating to certainmanagement transactions should remain in place, based on the type oftransaction concerned and/or the amounts involved. These restrictionsare set out in the Chairman’s Report (see page 182).Jean-Charles Naouri is the Company’s only executive officer.5.2.2. EXECUTIVE COMMITTEEThe Executive Committee, headed by the Chairman and ChiefExecutive Officer, is responsible for the day-to-day management ofthe Group’s operations. It implements the strategic guidelines set outby the Board of Directors and the Chief Executive Officer. It helps toshape strategy, coordinates and shares initiatives, and tracks crossfunctionalprojects to ensure the alignment of action plans deployedby the subsidiaries and operating divisions, and, in this capacity,sets priorities when necessary. It monitors the Group’s results andfinancial position and draws up the Group’s overall business plans.The Committee meets fortnightly.The Executive Committee comprises the following members:■■Jean-Charles Naouri, Chairman and Chief Executive Officer;Hervé Daudin, Merchandise and Supply Chain Director, Chairmanof the Board of Directors of Cdiscount;■■■■■■■Yves Desjacques, Human Resources Director;Jean-Michel Duhamel, Chairman of Franprix-Leader Price Holding(formerly Asinco);Jacques Ehrmann, Real Estate and Expansion Director;Antoine Giscard d’Estaing, Chief Financial Officer;Thierry Levental, Group Legal Counsel;André Lucas, Managing Director, Hypermarkets and CasinoSupermarkets;Arnaud Strasser, Corporate Development and Holdings Director;■ Committee Secretary: Omri Benayoun.5.2.3. EXECUTIVE OFFICERS’ COMPENSATIONAND DIRECTORS’ FEESThe principles and rules approved by the Board of Directors fordetermining the compensation and benefits allocated to corporateofficers are described in the Chairman’s report on page 184.Chairman and Chief Executive Officer’scompensationIn his capacity as Chairman and Chief Executive Officer, Jean-CharlesNaouri receives a fixed salary plus a performance-related bonusset annually on the recommendation of the Appointments andCompensation Committee, supported where appropriate by marketsurveys conducted by outside consultants.His gross annual fixed salary, which has remained unchanged sincehis appointment on 21 March 2005, is €700,000. His performancerelatedbonus can represent up to 150% of his fixed salary. It iscontingent on the achievement of quantitative targets concerningsales, consolidated trading profit and net debt ratios, consistent withthose set for members of the Executive Committee.176 Casino Group | Registration Document 2010
CORPORATE GOVERNANCEManagement5Compensation paid to the Chairman and Chief Executive Off icer by CasinoTotal compensation, directors’ fees and benefits paid by the company to Jean-Charles Naouri in his capacity as Chairman and Chief ExecutiveOfficer in 2009 and 2010:€2009 2010Amount due (3) Amount paid (4) Amount due (3) Amount paid (4)Fixed (1) 700,000 700,000 700,000 700,000Variable (1) (2) 233,333 635,600 532,778 233,333Exceptional bonus - - - -Directors’ fees 12,500 12,500 12,500 12,500Benefits - - - -TOTAL 945,833 1,348,100 1,245,278 945,833(1) Gross before social security contributions and tax.(2) The method of setting the performance-related component is described in the Chairman’s report on page 184.(3) Compensation due in respect of the relevant year regardless of payment date.(4) Total compensation paid by the company during the year.Jean-Charles Naouri has no employment contract. He is not entitled tosupplementary pension benefits, termination benefits or non-competebenefits. He is a member of the mandatory group pension plans(ARCCO and AGIRC) and the death and disability plan covering allemployees within the company.Compensation paid to the Chairman and Chief Executive Off icer by Casino, Guichard-Perrachonand other Euris group companiesThe table below shows all compensation, directors’ fees and benefits paid to the Chairman and Chief Executive Officer in 2009 and 2010 byCasino, Guichard-Perrachon, its subsidiaries, its controlling companies and companies controlled by them.€ 2009 2010Compensation due for the year 2,298,333 (1) 2,216,111 (2)Valuation of stock options granted during the year Not applicable Not applicableValuation of share grants made during the year Not applicable Not applicableTOTAL 2,298,333 2,216,111 (3)(1) Compensation and/or directors’ fees paid in respect of 2009 by Casino, Guichard-Perrachon (€945,833), Rallye (€10,000), Finatis (€2,500) and Euris (€1,340,000).(2) Compensation and/or directors’ fees paid in respect of 2010 by Casino, Guichard-Perrachon (€1,245 278), Rallye (€10,000), Finatis (€833) and Euris (€960,000).(3) Compensation and/or directors’ fees paid in 2010 to Jean-Charles Naouri by Casino, Guichard-Perrachon, its controlling companies and companies controlled by them amounted to a totalof €1,918,333.No compensation or directors’ fees were paid to the Chief Executive Officer by subsidiaries of Casino, Guichard-Perrachon.Directors’ feesAt their meeting of 19 May 2009, the shareholders set the total amountof directors’ fees to be allocated to members of the Board and theCommittees of the Board at €650,000. These fees are allocated amongdirectors on the following basis, in line with the recommendationsmade by the Appointments and Compensation Committee.The total fee per director is set at €25,000, comprising a fixed fee(€8,500) and a variable fee (€16,500 maximum) based on theirattendance rate at Board meetings. Variable fees not paid to absentmembers are not reallocated.The total fee for the Chairman and for directors representing themajority shareholder is capped at €12,500.On his appointment, the Chairman of the Board of Directors waivedthe additional fee of €25,000 previously paid to the Chairman.An additional fee is paid to Antoine Guichard for the duties he performsas Honorary Chairman in recognition of his attendance at meetingsand his continuing input to the Company.Members of the Board Committees receive a fixed fee (€6,500) and avariable fee based on attendance (up to €13,500 for members of theAudit Committee and up to €8,745 for members of the Appointmentsand Compensation Committee). Variable fees not paid to absentmembers are not reallocated.Under the authority granted by the shareholders on 29 April 2010, theBoard of Directors agreed to allocate a fee to the non-voting director onexactly the same basis, i.e. €25,000 comprising a fixed fee of €8,500and a variable fee of up to €16,500 based on attendance. This sum,paid on a prorata temporis basis, is deducted from the total amountof directors’ fees voted by the shareholders.Total directors’ fees paid in January 2011 in respect of 2010 tomembers of the Board of Directors, the non-voting director and theCommittees of the Board amounted to €462,259. The total amount ofdirectors’ fees paid in 2010 in respect of 2009 was €544,005, includingthe additional fee of €10,000 allocated to each independent memberof the Audit Committee in recognition of their specific assignmentto supervise and review the independent appraisal related to theproposed conversion of preferred non-voting shares into ordinaryshares. The decrease compared with 2009 also reflects the fact thattwo directors stood down during 2010.Registration Document 2010 | Casino Group177
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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 2010Subsidiaries and As
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31 DECEMBER 2010Subsequent Events2C
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31 DECEMBER 2010Share Capital and S
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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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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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