2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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