2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

6GENERAL MEETINGReport of the Board of Directors on Extraordinary Business Annual General Meeting of 14 April 20116.1. REPORT OF THE BOARD OF DIRECTORS ONEXTRAORDINARY BUSINESS ANNUAL GENERALMEETING OF 14 APRIL 2011Ladies and Gentlemen,We are seeking your approval of various proposed amendments to the Company's by-laws as well as the renewal of various authorisationsgranted to the Board of Directors.I. AMENDMENTS TO THE BY-LAWSAmendment relating to the retirement of directors by rotationIn accordance with the recommendations of the AFEP/MEDEF Corporate Governance Code, we are proposing to introduce a system wherebyone third of the directors will retire by rotation each year with effect from the Annual General Meeting to be held in 2012, when the term ofall directors currently in office is due to expire.Accordingly, we propose to amend the wording of sections I and III of article 16 of the by-laws as follows to enable the shareholders to electa director exceptionally for a term of one or two years, the standard term of office being three years:Old versionI. Except for the effect of paragraphs II and III (two last paragraphs)of this article, the duration of the offices of the directors is three yearsexpiring at the end of the meeting of the Ordinary General Meeting ofshareholders ruling on the accounts of the past year and held in theyear during which the office expires.Directors at the end of their office are re-eligible.II. (…)III. Directors are appointed or renewed in their offices by the OrdinaryGeneral Meeting of shareholders.In case of vacancy by death or resignation of one or more seats ofdirectors, the Board of Directors may, between two General Meetings,appoint persons provisionally. These appointments are subject toratification of the next General Meeting.Should the appointment of a director made by the board not be ratifiedby the meeting, the acts carried out by this director and the decisionsmade by the board during the provisional management, are still valid.Should the number of directors become less than three, the remainingmembers (or in case of shortage representative appointed at the requestof any person concerned by the President of the commercial court) mustconvene immediately an Ordinary General Meeting of shareholders witha view to appointing one or more new directors in order to completethe board until the legal minimum.The director appointed in replacement of another director only remainsin office the time remaining on the office of his predecessor.The appointment of a new member of the board adding to the membersin office may be decided only by the General Meeting which fixes theduration of the office.New versionI. Except for the effect of paragraphs II and III (two last paragraphs)of this article, the duration of the offices of the directors is three yearsexpiring at the end of the meeting of the Ordinary General Meeting ofshareholders ruling on the accounts of the past year and held in theyear during which the office expires.Directors at the end of their office are re-eligible.Directors are appointed or renewed in their offices by the OrdinaryGeneral Meeting of shareholders.Directors have their terms of office renewed in rotation so that thedirectors are regularly renewed in proportions that are as equal aspossible. In order to enable the system of rotation to operate, theOrdinary General Meeting can appoint a director for a period of one ortwo years, on an exceptional basis.II. (…)III. In case of vacancy by death or resignation of one or more seats ofdirectors, the Board of Directors may, between two General Meetings,appoint persons provisionally. These appointments are subject toratification of the next General Meeting.Should the appointment of a director made by the board not be ratifiedby the meeting, the acts carried out by this director and the decisionsmade by the board during the provisional management, are still valid.Should the number of directors become less than three, the remainingmembers (or in case of shortage representative appointed at the requestof any person concerned by the President of the commercial court) mustconvene immediately an Ordinary General Meeting of shareholders witha view to appointing one or more new directors in order to completethe board until the legal minimum.The director appointed in replacement of another director only remainsin office the time remaining on the office of his predecessor.The appointment of a new member of the board adding to the membersin office may be decided only by the General Meeting which fixes theduration of the office.200 Casino Group | Registration Document 2010