2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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