2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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5CORPORATE GOVERNANCEChairman’s ReportDirectors remains responsible for the most significant transactionsin type and amount, in line with the law and with good corporategovernance practices.The Chief Executive Officer must therefore obtain the Board’s priorauthorisation for the following:■■transactions that are likely to affect the strategy of the Company andits subsidiaries, their financial position or scope of business, such asthe signature or termination of industrial and commercial agreementslikely to materially influence the Group’s future development;transactions representing over two hundred million Euros(€200,000,000), including but not limited to:- investments in securities and immediate or deferred investmentsin any company or business venture,- sales of assets, rights or securities, in exchange for securities ora combination of securities and cash,- acquisitions of real property or real property rights,- purchases or sales of receivables, acquisitions or divestments ofgoodwill or other intangible assets,- issues of securities by directly or indirectly controlledcompanies,- granting or obtaining loans, borrowings, credit facilities or shorttermadvances,- agreements to settle legal disputes,- disposals of real property or real property rights,- full or partial divestments of equity interests,- granting security interests.This €200 million ceiling does not, however, apply to lease-purchasetransactions relating to buildings and/or equipment, for which themaximum aggregate authorised amount is set at €300 million peryear.These provisions apply to transactions carried out directly by theCompany and by all entities controlled directly or indirectly by theCompany.The Chairman and Chief Executive Officer has specific annualauthorisations as regards loans, credit lines and bond or other debtsecurity issues, for which the maximum limits were revised in 2010to take account of the Group’s operating needs in a fast-changingenvironment.The Chairman and Chief Executive Officer may thus issue guaranteesor other security interests to third parties in the Company’s name,subject to a maximum annual limit of €600 million and a maximumlimit per commitment of €300 million.He may negotiate, implement, roll over, extend and renew loans,confirmed credit lines, short-term advances and all syndicated ornon-syndicated financing contracts, subject to a maximum annuallimit of €3 billion and a maximum limit per transaction of €500 million.He may also issue bonds or any other debt securities (other thancommercial paper), under the EMTN programme or otherwise, subjectto a ceiling of €3 billion, determine the terms and conditions of suchissues and carry out all related market transactions. He may issuecommercial paper up to a maximum amount of €1 billion a year.Chairman’s powersThe Chairman organises and leads the work of the Board of Directorsand reports thereon to the shareholders.He calls Board meetings and is responsible for drawing up theagenda and minutes. He also ensures that the Company’s corporategovernance structures function correctly and that the directors arecapable of fulfilling their duties.• Independence of directorsThe Appointments and Compensation Committee is tasked withmonitoring the relationships between directors and the Company orits subsidiaries to ensure that there is nothing which could interferewith their freedom or judgement or potentially lead to a conflict ofinterest.The Committee reviews the composition of the Board of Directors onan annual basis, and more specifically the independence of directorswith regard to the criteria set out in the AFEP-MEDEF corporategovernance code. It reports on its work to the Board of Directors.• Work performed by the Board of Directorsduring 2010The Board of Directors met nine times in 2010. The average attendancerate was 83.2% with each meeting lasting an average of one hourand forty-five minutes.Approval of the financial statements –Operations of the Company and its subsidiariesThe Board of Directors reviewed the financial statements for the yearended 31 December 2009 and for the first half of 2010, as well as theGroup’s budgets and forecasts. It approved the reports and resolutionsto be put to the Annual General Meeting on 29 April 2010. It wasinformed of the Group’s operations and results for the three monthsto 31 March 2010 and the nine months to 30 September 2010.The Board of Directors authorised various financial transactions forwhich its approval is required under the Company’s governancepractices. These transactions included Casino’s disposal of its 80.1%interest in Cativen and the signing of a strategic partnership with theVenezuelan government, the proposed acquisition of the Carrefourgroup’s Thai operations making the Group joint leader in the Thaihypermarkets sector, and a revision to the interest rate paid underthe intergroup loan agreement with Monoprix.The Board was informed of the terms and conditions of the followingagreements: (i) the joint venture agreement signed by Grupo Paõ deAçucar (GPA) for the acquisition of a majority interest in Casas Bahia,Brazil’s leading non-food retailer, (ii) the acquisition of the residualminority interests held by the founders of Cdiscount, (iii) the long-termpartnership in financial products and services between the Group’ssubsidiary Banque du Groupe Casino and the Crédit Mutuel CICgroup, under which the latter will ultimately acquire a 50% interestin Banque du Group Casino, and (iv) the bond exchange offers,which led to a significant improvement in the Group’s debt profileand average maturity.The Board received specific presentations on the group’s executivecompensation policy, the photovoltaic electricity production business,the online retailing business and the Casino foundation dedicatedto preventing the cultural and social exclusion of underprivileged orhospitalised children.Compensation – Allocation of stock options and share grantsThe Board of Directors set the Chairman and Chief Executive Officer’sfixed salary and performance-related compensation targets for 2010,and determined his performance-related compensation for 2009. It setthe procedures for allocating fees payable to directors, the non-votingdirector and Board Committee members for 2010.It also allocated stock options and share grants subject to performanceconditions and made exceptional share grants to senior executivesof the Group responsible for implementing and ensuring the successof strategic or highly complex transactions.182 Casino Group | Registration Document 2010
CORPORATE GOVERNANCEChairman’s Report5Corporate governanceThe Board of Directors reviewed its position with regard to corporategovernance issues, including the composition and organisation ofthe Board and its Committees, as well as directors’ independence.As a result, it revised the composition of the Audit Committee anddecided to set in motion the process of electing a new independentdirector.The Board of Directors approved the Chairman’s Report on corporategovernance, internal control and risk management.In addition, it was advised of the work of the Board Committees, asdescribed below.• Committees of the BoardThe Board of Directors is currently assisted by two specialisedcommittees: the Audit Committee and the Appointments andCompensation Committee.The members of these committees, all of whom are directors, areappointed by the Board, which also designates their chairmen. TheChairman and Chief Executive Officer does not sit on and is notrepresented on either of the committees.The role, duties and procedures of each committee were defined bythe Board when they were first established and are incorporated inthe Board of Directors’ Charter.Audit CommitteeCompositionThe Audit Committee has three members, two of whom – FrédéricSaint-Geours (Chairman) and Gérald de Roquemaurel – areindependent. The third member is Gilles Pinoncély. Pierre Giacomettiand Jean-Dominique Comolli stood down on 3 March 2010 and3 September 2010 respectively.All members of the Audit Committee hold or have held corporateexecutive positions and therefore have the financial or accountingskills required by article L. 823-19 of the French Commercial Code(Code de commerce).Role and dutiesThe Audit Committee is responsible for assisting the Board ofDirectors in reviewing the annual and interim financial statements,and in dealing with transactions or events that could have a materialimpact on the position of the Company or its subsidiaries in terms ofcommitments and/or risks.As required by article L. 823-19 of the French Commercial Code(Code de commerce), it therefore deals with matters relating to thepreparation and control over accounting and financial information.It oversees the process of preparing financial information and monitorsthe effectiveness of internal control and risk management systems,auditing of the statutory and consolidated financial statements andthe independence of the Statutory Auditors.Its powers and duties are set out in a Charter, including thoseconcerning risk management and the identification and preventionof management errors.Work performed in 2010The Audit Committee met six times in 2010 with an attendance rateof 87%.During its meetings the Committee reviewed the annual and interimaccounts closing processes and read the Statutory Auditors’ postauditreport, which included a discussion of the accounts and of allconsolidation operations. It reviewed off-balance sheet commitments,risks, and the accounting policies applied in relation to provisions, aswell as legal and accounting developments. It was informed of theStatutory Auditors’ audit plan and fees for 2010.The Committee reviewed the various risk management documents, andthe Chairman’s report on internal control and risk management.It discussed the audit assignments carried out during 2010 with theinternal audit department, the conditions in which they took placeand the 2011 audit plan. It revised its Charter to include recentdevelopments in applicable standards and to align it with the reporton audit committees published by the Autorité des marchés financiers(AMF).It informed the Board of its observations and recommendations onthe work performed and the implementation of the internal auditors’recommendations. It reviewed the work of the Group’s internal controldepartment in 2010.It also organised and supervised the process of re-appointing theStatutory Auditors through a call for tenders and presented itsconclusions and recommendations to the Board of Directors.The Committee also revised its Charter to include recent regulatorydevelopments, AFEP and MEDEF recommendations and the reportpublished by the Autorité des marchés financiers in 2010. TheChairman of the Committee reported to the Board of Directors onthe work carried out at each Committee meeting.Appointments and Compensation CommitteeCompositionThe Committee has four members, three of whom – Rose-MarieVan Lerberghe (Chairman), Henri Giscard d’Estaing and Gérald deRoquemaurel – are independent. The other member is David deRothschild. Catherine Soubie stood down on 6 July 2010.Role and dutiesThe Committee’s primary role is to assist the Board of Directors inreviewing candidates for appointment to senior management positionsand for election to the Board of Directors, setting and overseeingthe Group’s executive compensation, stock option and share grantpolicies, and establishing employee share ownership plans.Its powers and duties are set out in a Charter, including thoseconcerning organising the assessment process for the Board ofDirectors’ practices and performance, and ensuring compliance withthe Company’s corporate governance principles, Code of Conductand Board of Directors’ Charter.Work performed in 2010The Committee met five times in 2010 with an attendance rate of82%.During the year, the Committee undertook its annual review ofBoard and Board Committee practices and compliance with thecorporate governance principles set out in the AFEP-MEDEF codeand the Board Charter. It presented recommendations to the Boardof Directors, particularly with regard to modifying the composition ofthe Committees.It examined each director’s relations with Group companies that couldcompromise his or her freedom of judgment or lead to a conflict ofinterest.The Committee organised the process of selecting a new independentdirector and presented its recommendation to the Board ofDirectors.Registration Document 2010 | Casino Group183
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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 2010Risk Factors and In
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31 DECEMBER 2010Employment Report22
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3CONSOLIDATEDFINANCIALSTATEMENTS3.1
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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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