2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

CORPORATE GOVERNANCEChairman’s Report55.4. CHAIRMAN’S REPORTIn accordance with Article L. 225-37 of the French CommercialCode (Code de commerce), the Chairman is required to report toshareholders annually on the Company’s corporate governancepractices as well as internal control and risk managementprocedures.The report, which is attached to the management report on GroupeCasino’s operations for the year ended 31 December 2010, has beenreviewed by the Appointments and Compensation Committee and theAudit Committee and approved by the Board of Directors. It was madeavailable to shareholders prior to the Annual General Meeting.As required by article L. 225-235 of the French Commercial Code(Code de commerce), the Statutory Auditors have reviewed andissued an opinion on the information contained in the report regardinginternal control over accounting and financial reporting as well as theinclusion of other required information.5.4.1. CORPORATE GOVERNANCECorporate governance codeIn line with the Company’s policy of implementing good governancepractices, the Board of Directors has adopted the AFEP-MEDEFcorporate governance code published in December 2008 as itsreference code, particularly for the purpose of preparing this report.The AFEP-MEDEF code can be found on the company’s websitehttp://www.groupe-casino.fr.Board of Directors1. Composition of the Board of DirectorsThe composition of the Board of Directors is presented onpage 156.2. Board practicesThe rules governing the functioning of the Board of Directors are setout in law, the Company’s by-laws, the Board of Directors’ Charterand the charters of the Board Committees.• Organisation and proceduresof the Board of DirectorsSince the Board of Directors’ meeting of 21 March 2005, thefunctions of Chairman of the Board and Chief Executive Officer havebeen combined. Jean-Charles Naouri has been Chairman and ChiefExecutive Officer since that date.In a highly competitive and fast-changing environment, this combinationof functions was designed to strengthen the link between strategicand management decisions, and to optimise and shorten decisionmakingchannels.The organisation and procedures of the Board of Directors aredescribed in the Board of Directors’ Charter adopted in December2003 and amended by the Board of Directors on 13 October 2006,7 December 2007, 27 August 2008 and 28 February 2011. It outlinesand clarifies the applicable provisions of the law and the Company’sby-laws. It also incorporates the corporate governance principles thatthe Board of Directors is responsible for implementing.The Board of Directors’ Charter describes the procedures, powers,role and duties of the Board and its committees the Audit Committeeand the Appointments and Compensation Committee.It also sets out the rules of conduct to be followed by directors,particularly with regard to the duty of confidentiality referred to in ArticleL. 465-1 of the French Monetary and Financial Code (Code monétaireet financier) and Articles 621-1 et seq. of the General Regulationsof the Autorité des marchés financiers (AMF) on inside informationand insider trading, and the prohibition on dealing in the Company’sshares during the “closed period” of fifteen days prior to publicationof the Company’s annual and interim results.It specifies the requirement for directors to be registered on the listof insiders drawn up by the Company in connection with regulationsaimed at more effectively preventing insider trading, and details thedisclosure requirements for dealings in the Company’s shares bydirectors, corporate officers and by people with whom they haveclose personal ties.The Board of Directors’ Charter incorporates the principle of formaland regular assessments of the Board of Directors’ work andperformance, describes how Board meetings are to be conducted,and authorises directors to take part in meetings via videoconferenceor any telecommunications medium.• Role and duties of the Board of DirectorsIn accordance with Article L. 225-35 of the French CommercialCode (Code de commerce), the Board of Directors is responsiblefor defining the Company’s broad strategic objectives and ensuringtheir implementation. Except for those powers expressly vested in theshareholders in General Meeting, the Board of Directors considersand decides on all matters related to the Company s operations,subject to compliance with the corporate purpose.It also carries out any verifications or controls it deems appropriate.The Board of Directors reviews and approves the annual and interimfinancial statements of the Company and the Group, as well as themanagement reports on the operations and results of the Companyand its subsidiaries. It also approves budgets and forecasts, reviewsand approves the Chairman’s report, decides on the compensationto be paid to executive directors, allocates stock options and sharegrants, establishes employee share ownership plans, and reviews theCompany’s equal opportunity and equal pay policy annually.Powers of the Chief Executive OfficerUnder 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 in theBoard of Directors or in the shareholders in a General Meeting. Herepresents the Company in its dealings with third parties.In line with the principles of good corporate governance, the Chairmanhas decided that certain management transactions must receive theBoard’s prior authorisation in view of the type of transaction and/or the amounts involved. The ceilings set ensure that the Board ofRegistration Document 2010 | Casino Group181