2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

CORPORATE GOVERNANCEAppendix: Board of Directors’ Charter55. DIRECTORS’ CODE OF CONDUCTArticle 13 - PrinciplesThe Company’s directors must be able to exercise their duties in compliancewith the rules of independence, business ethics and integrity.In line with good corporate governance practices, directors exercise theirduties in good faith in the manner they consider most appropriate to promotethe interests of the company and with the care that would be expected ofa normally prudent person in such circumstances.The directors undertake to maintain their freedom of analysis, judgement,decision and action at all times, and to withstand any direct or indirectpressure that may be brought to bear on them.Article 14 - Duty of informationBefore accepting office, directors must familiarise themselves with all legaland regulatory requirements concerning their position and with any provisionsspecific to the company set out in its by-laws and this charter.Article 15 - Protection of the Company’sinterests – Conflicts of interestDirectors must act in all circumstances in the best interests of theCompany.They undertake to ensure that the Company’s decisions do not favour oneparticular class of shareholder over another.The directors shall advise the Board of any actual or potential conflict ofinterest in which they might be directly or indirectly involved and in such acase shall abstain from voting on the issues concerned.Article 16 - Control and assessment of the Boardof Directors’ performanceDirectors must pay careful attention to the allocation and exercise ofpowers and responsibilities among the Company’s corporate governancestructures.They must ensure that no person can exercise uncontrolled discretionarypower over the Company, and that the Committees of the Board of Directorsoperate properly.Self-assessments are also organised regularly by the Appointments andCompensation Committee on the instructions of the Chairman of theBoard.Article 17 - Presence of directorsDirectors must devote the appropriate time and attention to their duties. Theyshall, as far as possible, attend all Board meetings, shareholders’ meetingsand meetings of any Committees of which they are members.Article 18 - Dealing in the Company’s sharesIn accordance with Article L. 621-18-2 of the French Monetary and FinancialCode (Code monétaire et financier) and Article L. 222-14 of the GeneralRegulations of the Autorité des marchés financiers (AMF), each individualand corporate director is required to disclose to the AMF all purchases,sales, subscriptions or exchanges of the Company’s shares in excess of acumulative amount per calendar year of €5,000. This formality must be carriedout within five trading days of the transaction date. Disclosable transactionsinclude purchases and sales of derivative instruments and acquisitions ofshares on exercise of stock options, even when the acquired shares arenot sold immediately.This requirement also applies to persons who have close personal ties withany members of the Board of Directors, defined as a director’s spouse orpartner, dependent children, or any trust or partnership that is managedand/or controlled, directly or indirectly, by a director or by any person whohas close personal ties with a director.All shares in the company held by directors must be registered shares.Directors must also advise the Company of the number of shares they holdat each year-end and at the time of any capital transactions.Article 19 - ConfidentialityDirectors, and any other persons attending Board meetings, are bound bya general duty of confidentiality with regard to the proceedings of Boardmeetings or meetings of Committees of the Board.Non-public information received by directors in their capacity as Boardmembers is given on a personal basis. Such information must be keptstrictly confidential and must not be disclosed under any circumstances.These provisions also apply to representatives of corporate directors, andto non-voting directors.Article 20 - Inside informationInformation received by directors is governed by the provisions of ArticleL. 465-1 of the French Monetary and Financial Code (Code monétaire etfinancier), Articles 611-1 to 632-1 of the AMF’s General Regulations andEuropean Commission Regulation 2773/2003 on inside information andinsider trading.If the Board of Directors receives specific confidential information which,if published, could have a significant impact on the share price of theCompany, one of its subsidiaries or associates, directors must not disclosesuch information to third parties until it has been made public.Directors shall also refrain from dealing in the Company’s shares during the“closed period” of fifteen days prior to publication of the company’s annualand interim financial statements.In accordance with new legal and regulatory requirements concerning insideinformation, each director has been registered on the Company’s list ofpeople who have permanent access to inside information.The directors have been advised of their inclusion in this list and have beenprovided with a summary of their duties concerning inside information andthe penalties for breaching such duties.6. ADOPTION OF THE BOARD OF DIRECTORS’ CHARTERThis Charter was approved for the first time by the Board of Directors at its meeting of 9 December 2003, and the most recent update was validated on28 February 2011.Registration Document 2010 | Casino Group197