2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

CORPORATE GOVERNANCEAppendix: Board of Directors’ Charter5APPENDIX: BOARD OF DIRECTORS’ CHARTERThe Board of Directors has grouped together and, where appropriate,clarified and supplemented, the provisions governing its functioning inaccordance with the applicable laws and regulations and the Company’sArticles of Association.This Charter describes the Board’s organisation structure and modusoperandi, the powers and duties of the Board and the Board Committees,and the code of conduct applicable to the Board’s members.For this purpose the Board has drawn up a Board of Directors’ Charterwhich incorporates all of the Company’s corporate governance principlesand facilitates their implementation.1. ORGANISATION AND PROCEDURES OF THE BOARD OF DIRECTORSArticle 1 - Election of directorsDirectors are elected by the shareholders for a term of three years and areeligible to stand for re-election.Candidates for nomination are first reviewed by the Appointments andCompensation Committee as described in the sections below entitled“Committees of the Board – General provisions” and “Appointments andCompensation Committee”.Directors are selected for the contribution they can make to the Board’swork through their expertise, diversity of experience and backgrounds, andcommitment to the Casino Group’s future development.If one or more seats on the Board fall vacant between two General Meetingsdue to the death or resignation of directors, the Board of Directors mayappoint replacement directors. Any such appointments must be ratified byshareholders at the next General Meeting. A director appointed to replacean outgoing director stays in office for the remainder of his predecessor’sterm.Directors or permanent representatives of corporate directors who reachthe age of seventy (70) while in office are required to stand down at theend of their term.This age limit does not apply to directors who were previously members ofthe Company’s Management Board.Notwithstanding the foregoing, a person over the age limit may be electedor re-elected for a single three-year term.In any event, the number of directors or permanent representatives ofcorporate directors over the age of seventy (70) may not exceed onequarter of the total number of directors in office. Should this proportion beexceeded, the oldest director or permanent representative shall stand downat the Annual General Meeting held to approve the financial statements forthe year in which the proportion was exceeded.The Board of Directors is responsible for ensuring that it has sufficientindependent directors to comply with the recommendations made in theAFEP-MEDEF Corporate Governance Code.Article 2 - Board meetings and decisionsof the BoardThe Board of Directors meets as often as necessary in the interests of theCompany.Meetings are called by the Chairman or in the Chairman’s name by anyperson designated by him. If the Board has not met for a period of overtwo months, a group of at least one third of the Directors may ask theChairman to call a meeting to discuss a particular agenda, as may the ChiefExecutive Officer.Meetings are held at the venue specified in the notice of meeting.Directors may give proxy to another director to represent them at Boardmeetings, provided that they clearly state their position concerning all thematters to be put to the vote. Directors may only hold a proxy from one otherdirector. However, a Director taking part in a meeting by videoconferenceor telecommunications under the conditions set out below may not act asproxy for another Director.These provisions also apply to the permanent representatives of corporatedirectors.A quorum of at least half the directors is required for the meeting to transactbusiness. Decisions are taken by majority vote of the directors present orrepresented by proxy. In the event of a split ballot, the Chairman of themeeting has the casting vote.As permitted by law, the Chairman of the Board may occasionallypermit Directors to participate in a meeting by videoconference ortelecommunications, if so requested for valid reasons.The videoconference or telecommunications link used must be technicallycapable of transmitting at the very least the voice of the person or personsconcerned and allowing them to be properly identified and participateeffectively in the meeting through a continuous and simultaneous broadcast.It must also be able to guarantee confidentiality of the proceedings.The videoconference link must simultaneously transmit both image and voiceand enable the person or persons attending the meeting by such means andthose persons physically present at the meeting to recognise each other.Telecommunications means the use of a telephone conference call systemwhich allows those persons physically present at the meeting and theperson attending by telephone to recognise, beyond any doubt, the voiceof each participant.In case of doubt or poor reception, the Chairman of the meeting maydecide to continue the meeting and exclude those persons attending byvideoconference or telecommunications for the purpose of determining thequorum and majority, provided that the quorum conditions remain fulfilled.The Chairman may also decide to suspend the director’s attendance atthe meeting if a technical malfunction means that the videoconference ortelecommunications link can no longer ensure total confidentiality of theproceedings.When permitting the use of videoconference or telecommunications, theChairman of the Board must first ensure that all members invited to attendby one of these means have the equipment required to take part effectivelyin accordance with the requisite conditions.The minutes of the meeting shall indicate the names of those directorsattending a meeting by videoconference or telecommunications and mentionany technical disruption or incidents which occurred during the meeting.Directors taking part in Board meetings by videoconference ortelecommunications are deemed to be present for the purposes of calculatingthe quorum and majority, except for the following matters:■■■appointment and compensation of the Chairman of the Board, the ChiefExecutive Officer or the Chief Operating Officers;removal of the Chief Executive Officer or the Chief Operating Officers;approval of the annual and interim financial statements of the Companyand the Group, together with the accompanying reports.Furthermore, the Chairman may permit a director to take part in meetingsvia any other telecommunication medium.Registration Document 2010 | Casino Group193