2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

ADDITIONAL INFORMATIONGeneral information7Notwithstanding the foregoing, a person over the age limit may beelected or 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 proportionbe exceeded, the oldest director or permanent representative shallstep down at the Annual General Meeting held to approve the financialstatements for the year in which the proportion was exceeded.III - Directors are elected or re-elected by the shareholders in GeneralMeeting.If one or several seats on the Board fall vacant between two GeneralMeetings due to the death or resignation of directors, the Board ofDirectors may appoint replacement directors. Any such appointmentsmust be ratified by shareholders at the next General Meeting.If any such appointment is not ratified by the shareholders, the actionscarried out by the Director concerned and the decisions made by theBoard during his or her appointment remain valid.If the number of directors falls to below three, the remaining directors(or, failing that, a representative appointed by the presiding magistrateof the Commercial Court at the request of any interested party) shallimmediately call a General Meeting of shareholders to elect one orseveral new directors so that the total number of directors is at leastequal to the number required by law.A director appointed to replace an outgoing director shall remain inoffice for the remainder of his or her predecessor’s term.Any decision to increase the number of directors sitting on the Boardmay only be made by the shareholders in General Meeting. The relatedresolution shall also fix the new director’s term of office.At the Annual General Meeting of 14 April 2011, shareholders willbe asked to approve an amendment to article 16 of the by-laws toprovide for the re-election of directors by rotation and to changethe rules as regards age limit by simply applying the provisions ofthe law, which state that no more than one third of the directorsmay be over the age of 70 (see Report of the Board of Directorson Extraordinary Business).Organisation, Board meetingsand decisions of the BoardChairman – Offi cers of the Board(extracts from Articles 17 and 20 of the by-laws)The Board of Directors elects one of its members (other than acorporate Director) to act as Chairman. The Chairman’s functionsare defined by law and the Company’s by-laws. The Chairman ofthe Board of Directors organises and leads the Board’s work andreports thereon to the Company’s shareholders. He is responsiblefor ensuring that the Company’s corporate governance structuresfunction correctly and, more particularly, that the directors are capableof fulfilling their duties.The Chairman may be appointed for his entire term as director. Hemay be replaced at any time by decision of the Board and may resignthe chairmanship before the end of his term as director. The Chairmanmay be re-elected to this position. The age limit for holding office asChairman is 70. If the Chairman reaches the age of 70 during histerm as director, he may continue to chair the Board until the endof his term.In the event of the Chairman’s temporary unavailability or death, theBoard of Directors may appoint another director as acting Chairman.In the event of temporary unavailability, the acting Chairman isappointed for a fixed period, which may be renewed. In the eventof death, the acting Chairman is appointed until such time as a newChairman is elected.Non-voting directors (extract from Article 23of the by-laws)The shareholders may appoint non-voting directors, who may benatural persons or legal entities, from among the shareholders. TheBoard of Directors may appoint non-voting directors between twoGeneral Meetings, subject to shareholder ratification of the appointmentat the next General Meeting. The number of non-voting directors maynot exceed five.Non-voting directors are elected for a three-year term ending at theclose of the Annual General Meeting called in the year when theirterm expires. They may be re-elected for an unlimited number ofsuccessive terms and may be removed from office at any time byordinary resolution of the shareholders in General Meeting.Non-voting directors attend Board meetings in a consultativecapacity only.They may receive attendance fees, the total aggregate amount ofwhich is fixed by ordinary resolution of the shareholders and remainsunchanged until a further decision of the shareholders. The total feeis allocated among the non-voting directors at the discretion of theBoard of Directors.Meetings of the Board of Directors(extract from Article 18 of the by-laws)The Board of Directors meets as often as it deems necessary in theinterests of the Company, at the location specified in the notice ofmeeting. Meetings are called by the Chairman or in the Chairman’sname by any person designated by him. If the Board has not metfor a period of over two months, a group of at least one third of thedirectors may ask the Chairman to call a meeting to discuss a particularagenda, as may the Chief Executive Officer.The Board of Directors may validly conduct business when at leasthalf of the Directors are present.Decisions are made by majority vote of those directors present inperson or represented by proxy. In the event of a tie, the Chairmanof the meeting shall have the casting vote. However, if the Board hasless than five members, decisions may be made by favourable voteof two directors present at the meeting.Powers of the Board of Directors(extract from Article 19 of the by-laws)The Board of Directors is responsible for defining the Company’s broadstrategic objectives and for their implementation. Except for thosepowers expressly vested in the shareholders in General Meeting, theBoard of Directors considers and decides on all matters related tothe Company’s operations, subject to compliance with the corporatepurpose. The Board of Directors performs all controls and verificationsthat it considers necessary or appropriate.The Board of Directors may also decide to combine or to separate thepositions of Chairman of the Board and Chief Executive Officer. Anysuch decision does not require any amendment of the by-laws.The Board of Directors may set up Committees of the Board to assistit, in which case the Committees’ membership and terms of referenceare decided by the Board. These Committees issue proposals,recommendations and opinions on the matters falling within theirterms of reference.Registration Document 2010 | Casino Group223