2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

5CORPORATE GOVERNANCEAppendix: Board of Directors’ CharterIn this case, however, the director concerned shall not be deemed presentfor the purpose of calculating the quorum and majority.The Board of Directors may also permit persons other than the directors toattend its meetings, in a consultative capacity only.An attendance register is drawn up and signed by those directors attendinga Board meeting.Directors attending a meeting by videoconference or telecommunicationsare certified as present on the attendance register by the Chairman.Article 3 - Minutes of Board meetingsBoard resolutions are recorded in minutes signed by the Chairman of themeeting and at least one of the directors present. Minutes are approved at thenext Board meeting and a draft copy is sent to all directors in advance.The minutes shall indicate whether or not a videoconference ortelecommunications link was used, list those directors who participated bythose means, and mention any technical incidents which occurred duringthe meeting.Copies or extracts of the minutes may be validly certified by the Chairman ofthe Board, the Chief Executive Officer, a Chief Operating Officer, the directortemporarily acting as Chairman, or a duly empowered representative.Article 4 - Directors’ feesThe Board of Directors may receive annual directors’ fees, as voted by theshareholders at the Annual General Meeting pursuant to Article 22-I of theArticles of Association.The total fee voted by shareholders is allocated by the Board of Directors,on the proposal or recommendation of the Appointments and CompensationCommittee, on the following basis:■■a fixed sum allocated to each director;a variable sum based on attendance at Board meetings.Directors may also receive additional fixed fees for their specific experienceor for special tasks undertaken at the Board’s request.The Board of Directors fixes the amount of any other compensation payableto the Chairman and Vice Chairman or Chairmen. It may also allocateexceptional compensation for special assignments or mandates entrustedto its members.Each director, whether a natural person, legal entity or permanentrepresentative, undertakes to hold a number of shares in the Companyequivalent to the sum of at least one year’s directors’ fees. Shares held tomeet this requirement must be held in registered form.Pursuant to the provisions of Article L. 228-17 of the French CommercialCode (Code de commerce), directors or permanent representatives maynot hold preferred non-voting shares.2. AUTHORIT Y AND POWERS OF THE BOARD OF DIRECTORSArticle 5 - Role and powersof the Board of DirectorsUnder the provisions of Article L. 225-35 of the French Commercial Code(Code de commerce):“The Board of Directors is responsible for defining the Company’s broadstrategic objectives and for their implementation. Except for those powersexpressly vested in the shareholders in General Meeting, the Board ofDirectors considers and decides on all matters related to the Company’soperations, subject to compliance with the corporate purpose.”The Board of Directors also decides whether to combine or separate thepositions of Chairman of the Board and Chief Executive Officer. Where thepositions are separated, the Chief Executive Officer must be an individualbut is not required to be a director.The Board of Directors exercises the powers vested in it by law and theCompany’s Articles of Association. To exercise these powers, it has a rightof information and communication and may be assisted by Committeesof the Board.A - Powers vested in the Board of DirectorsThe Board of Directors reviews and approves the annual and interim financialstatements of the Company and the Group, as well as the managementreports on the operations and results of the Company and its subsidiaries.It also approves budgets and forecasts.It calls shareholders’ meetings and may carry out shareholder-approvedsecurities issues.B - Matters requiring the Board of Directors’ priorauthorisationIn addition to the issue of guarantees and security interests and related-partyagreements governed by Article L. 225-38 of the French Commercial Code(Code de commerce), which by law require the Board’s prior authorisation,the Board of Directors has decided, as an internal rule, that its priorauthorisation must be obtained for certain management transactions dueto their nature or if they exceed a unit value of €200 million, as specifiedin the paragraph below entitled “Senior Management”. Accordingly, theBoard’s authorisation is required for all transactions that are likely to affectthe strategy of the Company and its subsidiaries, their financial positionor scope of business, such as the signature or termination of commercialagreements likely to materially influence the Group’s future development.In this respect, the Board has also granted certain blanket delegations ofauthority, renewable each year, which are described in the paragraph belowentitled “Senior Management”.Article 6 - Right of information and communicationThe Board of Directors carries out all the verifications and controls it deemsnecessary and at the times it deems appropriate. The Chairman or ChiefExecutive Officer is responsible for providing all directors with the documentsand information they need to fulfil their role and duties.Prior to each Board meeting, directors receive all the information they requireto prepare for the agenda items, provided such information is available andsufficiently complete.The Chief Executive Officer reports to the Board of Directors on the followingat least once every quarter:■■■operations of the Company and its main subsidiaries including sales andearnings figures;debt and the credit lines available to the Company and its mainsubsidiaries;headcount data for the Company and its main subsidiaries.The Board of Directors also reviews the Group’s off-balance sheetcommitments at least once every six months.Article 7 - Chairman of the Board of DirectorsThe Chairman of the Board organises and leads meetings of the Boardand reports to shareholders on the Board’s work at the General Meeting.He is responsible for ensuring that the Company’s corporate governancestructures function correctly and, more particularly, that the directors arecapable of fulfilling their duties.The Chairman also prepares a report to shareholders, in addition to theManagement Report, on the Company’s corporate governance and internalcontrol/risk management systems, particularly regarding the financial reportingprocess. This report indicates any restrictions placed by the Board ofDirectors on the Chief Executive Officer’s powers. If the Company voluntarilyrefers to a corporate governance code drawn up by an accredited body or194 Casino Group | Registration Document 2010