5CORPORATE GOVERNANCEManagementCompensation and/or directors’ fees paid to the non-executive directorsTotal compensation and directors’ fees paid in 2009 and <strong>2010</strong> by the Company, its subsidiaries, companies that control it and companiescontrolled by them, to the non-executive directors and the non-voting director can be analysed as follows:€Directors’ fees and compensation paid2009 <strong>2010</strong>Directors Directors’ fees Other compensation (1) Directors’ fees Other compensation (1)Didier Carlier (2) 32,500 471,500 17,908 745,531Abilio Dos Santos Diniz 20,286 - 25,000 -Jean-Dominique Comolli (3) - - 31,800 -Pierre Féraud (4) 12,500 545,167 (5) 8,333 -Pierre Giacometti 3,065 - 51,217 -Henri Giscard d’Estaing 30,816 - 37,495 -Jean-Marie Grisard (6) 12,500 23,198 12,500 20,326Antoine Guichard 61,000 - 61,000 -Philippe Houzé 25,000 370,039 25,000 370,039Marc Ladreit de Lacharrière 13,214 - 11,250 -Didier Lévêque 7,193 533,901 12,500 636,786Gilles Pinoncély 60,245 - 64,267 -Gérald de Roquemaurel 35,531 - 40,245 -David de Rothschild 26,710 - 27,059 -Frédéric Saint-Geours 45,000 - 55,000 -Catherine Soubie (7) 27,745 769,071 27,745 712,864 (8)Rose-Marie Van Lerberghe (3) - - 23,186 -(1) Directors’ fees and/or compensation and benefi ts paid by <strong>Casino</strong>’s subsidiaries and/or companies that control <strong>Casino</strong> or companies controlled by them.(2) Representative of Euris, parent company of the Euris group, which in <strong>2010</strong> received a net total of €3,942,465 in strategic advisory fees from all companies it controls, including €350,000from <strong>Casino</strong>.(3) Elected as director on 19 May 2009.(4) Stood down on 27 August 2009.(5) Excluding €104,804 in retirement bonuses.(6) Jean-Marie Grisard is also the Legal Manager of Frégatinvest, which received net annual advisory fees of €130,000 in 2009 and <strong>2010</strong>.(7) Stood down on 6 July <strong>2010</strong>.(8) Excluding termination benefi ts relating to offi ces held within Rallye (€1,012,036).Directors’ fees paid in January 2011 in respect of <strong>2010</strong>DirectorsCommitteesFixed Variable Fixed VariableDidier Carlier 4,250 8,250 - -Jean-Dominique Comolli (1) 6,375 7,425 4,875 8,100Abilio Dos Santos Diniz 8,500 7,333 - -Pierre Giacometti (2) 8,500 12,833 1,625 1,687Henri Giscard d’Estaing 8,500 11,000 6,500 6,996Jean-Marie Grisard 4,250 8,250 - -Antoine Guichard 61,000 - - -Philippe Houzé 8,500 16,500 - -Marc Ladreit de Lacharrière 8,500 9,167 - -Didier Lévêque 4,250 8,250 - -Gilles Pinoncély 8,500 16,500 6,500 13,500Gérald de Roquemaurel (3) 8,500 16,500 11,917 17,182David de Rothschild 8,500 7,333 6,500 3,498Frédéric Saint-Geours 8,500 16,500 6,500 13,500Rose-Marie Van Lerberghe 8,500 14,667 6,500 8,745(1) Stood down on 3 September <strong>2010</strong>.(2) Director and member of the Audit Committee until 3 March <strong>2010</strong>, when appointed non-voting director.(3) Appointed member of the Audit Committee on 3 March <strong>2010</strong>.178 <strong>Casino</strong> Group | Registration Document <strong>2010</strong>
CORPORATE GOVERNANCEManagement5Executive Committee compensationThe Appointments and Compensation Committee is advised of thecompensation policy for members of the Executive Committee.This policy is designed to ensure a competitive compensationpositioning relative to general market practices and to be in line withsimilar French companies. It is also designed to encourage and rewardperformance both in terms of Group activity and results as well asindividual performance.Total compensation paid to Executive Committee members comprisesa fixed and a variable component.The variable component is contingent on the achievement of varioustargets:■■■quantitative Group targets, which are identical to those set for theChief Executive Officer;personal quantitative targets based on the operating units anddepartments for which the person is responsible (e.g. achievementof budget or strategic plan);personal qualitative targets based on a general appraisal mainlytaking account of managerial attitudes and behaviour.An annual “road map” sets out the applicable criteria, the weightingassigned to each criterion in the overall appraisal, and the targetsto be met.The variable component can be up to 50% of the fixed salary if targetsare reached and up to 100% if they are exceeded.In <strong>2010</strong>, total compensation and benefits paid by the Companyand its subsidiaries to Executive Committee members other thanthe Chairman and Chief Executive Officer amounted to €5,628,099,including €1,798,875 in performance-related bonuses for 2009 and€33,175 in benefits.Stock options and share grantsThe Chairman and Chief Executive Officer is not entitled to receiveand has never received stock options or share grants from <strong>Casino</strong>,Guichard-Perrachon, companies it controls or companies thatcontrol it.No stock options or share grants were awarded to other corporateofficers in <strong>2010</strong> by <strong>Casino</strong> or its subsidiaries.As employees, members of the Executive Committee may receivestock options and/or share grants each year, as part of a policy toretain key people and involve them in the Group’s development.Share grants are contingent on the achievement of a performancecondition specific to the company and to the grantee being employedby the Group on the vesting date. Stock options are contingent on theoptionee being employed by the Group on the exercise date.Options are granted with no discount to the share price and theexercise price is based on the average quoted prices during thetwenty trading days immediately prior to the grant date.In addition to the annual allocation, the company may also makeshare grants on an exceptional basis, especially to employees whohave made a significant contribution to strategic or highly complextransactions.In <strong>2010</strong>, members of the Executive Committee received thefollowing:■■37,242 share grants subject to a performance condition and acontinued employment condition;16,553 share grants made on an exceptional basis to five membersof the Executive Committee, subject only to a continued employmentcondition.In <strong>2010</strong>, a total of 40,982 stock options on new <strong>Casino</strong> shares wereexercised by Executive Committee members.Board of Directors and senior managementconflicts of interestThe Company has relations with all its subsidiaries in its day-to-daymanagement of the Group. It also signed a strategic advice andassistance agreement in 2003 with Euris, the ultimate holdingcompany whose majority shareholder and chairman is Jean-CharlesNaouri, under which it receives advice from the Rallye Group, <strong>Casino</strong>’smajority shareholder. Fees paid under this agreement amounted to€350,000 before tax. No benefits are granted under the provisionsof the agreement.Jean Charles Naouri, Didier Carlier, Jean Marie Grisard, Didier Lévêqueand Michel Savart, directors or permanent representatives of theRallye and Euris groups, are executives and/or members of the Boardof companies belonging to those groups and receive compensationand/or directors’ fees in that capacity. Philippe Houzé, Director, isChairman and Chief Executive Officer of <strong>Mo</strong>noprix, and Abilio DosSantos Diniz is Chairman of Grupo Pão de Açùcar.Apart from these relationships, there are no potential conflicts ofinterest between the directors’ and managers’ duties towards theCompany and their private interests.The responsibilities of the Audit Committee and the Appointmentsand Compensation Committee, both of which comprise a majority ofindependent directors, help to prevent conflicts of interest and ensurethat the majority shareholder does not abuse its position.The Statutory Auditors’ special report on regulated agreements signedbetween the Company and (i) the Chairman and Chief ExecutiveOfficer, (ii) a director, or (iii) a shareholder owning more than 10% ofthe Company’s voting rights, or in the case of a corporate shareholderthe company controlling that shareholder, and which were not enteredinto on arm’s length terms is presented on page 153 of this report.No loans or guarantees have been granted by the Company to anymembers of the Board of Directors.Registration Document <strong>2010</strong> | <strong>Casino</strong> Group179