2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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 2010, 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 Casino,Guichard-Perrachon, companies it controls or companies thatcontrol it.No stock options or share grants were awarded to other corporateofficers in 2010 by Casino 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 2010, 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 2010, a total of 40,982 stock options on new Casino 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, Casino’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 Monoprix, 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 2010 | Casino Group179