Casino, Guichard-Perrachon is a French company with a Board of Directors. Jean-Charles Naouri currently exercises both functions of Chairman of the Board of Directors and Chief Executive Officer of the Company. On 21 March 2005, it was decided that these functions would be combined, and the Board of Directors confirmed this decision most recently on 7 May 2019.
The Company refers to the Afep-Medef Code corporate governance code for publicly traded companies (code de gouvernement d’entreprise des sociétés cotées Afep-Medef), which outlines a set of specific rules on corporate governance and executives’ compensation.
The Board of Directors determines the Company’s business strategies and oversees their implementation. It is composed of thirteen directors and two non-voting directors. Based on the criteria in the Afep-Medef Code, five directors on twelve (excluding the director representing employees) are independent which exceeds the one-third minimum recommended for controlled companies as Casino.
The Board of Directors appointed independent director Catherine Lucet as Lead Director (administratrice référente).
In fiscal year 2018, the Board of Directors met thirteen times. The Board meeting attendance rate was 94%.
The information on Governance is presented in the Registration document.
(1) Excluding the director representing employees, in accordance with the Afep-Medef Corporate Governance Code for French listed companies or as required by law.
Jean-Charles NaouriChairman and Chief Executive Officer
Chief Executive Officer of Geolid
Employee representative Director
Director of Cross-Functional CSR projects for Casino Services
Attorney admitted to the Paris and Quebec Bars
Independent director of various companies
Independent director / Lead director
Chief Executive Officer of the Education and Reference Division of Editis
Legal Manager of BGR Partners
Chairman of the Supervisory Board of SNCF
Permanent representative of Matignon Diderot
Finance and Development Director, Monoprix Group
Permanent representative of Euris
Advisor to the Chairman of Casino, Guichard-Perrachon
Deputy Chief Executive Officer of Euris
Independent director of companies
Permanent representative of Finatis
Coporate Secretary of Euris
Chairman and Chief Executive Officer of Finatis
Chairman of the Supervisor Board of Rothschild & Co. SCA
Permanent representative of Foncière Euris
Advisor to the Chairman of Rallye-Casino group
Chairman and Chief Executive Officer of Foncière Euris
Kareen CEINTRE – Secretary of the Board of Directors
Chair of the Governance and Social Responsibility Committee.
The Lead Independent Director ensures that combining the roles of Chairman and Chief Executive Officer does not have an adverse impact on such matters as the information given to directors, the inclusion of items on the agenda of Board meetings and the organisation of Board discussions and votes.
She may if necessary consult with the Governance and Social Responsibility Committee at any time about any potentially problematic issues.
Each year, the Lead Director presents a report to the Governance and Social Responsibility Committee on the conditions under which the respective roles of chairman of the Board and Chief Executive Officer are exercised.
The board of directors’ committees
The Board of Directors relies on the work of three specialised committees, the powers and specific operating terms and conditions of which are defined in the Board’s own Internal Rules and in each of the respective Board-approved Committee Charters. The membership of the Committees is decided taking into account directors’ experience and independence criteria.
Composition as of 15 May 2018
Frédéric Saint-Geours – Chairman
Independent Director / Lead Director
All Audit Committee members are currently exercising or have previously held positions as company executives and, as such, have the financial or accounting qualifications referenced in Article L. 823-19 of the French Commercial Code.
Role and Duties
The Audit Committee is responsible for:
- reviewing and approving the annual and interim financial account, as well as in the context of any transaction, occurrence, or event bearing a potentially significant impact on the Company or its subsidiaries in terms of commitments and/or risks. In particular for:
- following up on issues pertaining to the preparation and audit of accounting and financial information,
- supervising the Statutory Auditors’ audit of the annual and consolidated financial statements,
- reviewing the effectiveness of internal control and risks management systems,
- reviewing periodically the activity reports of the Group’s Internal control department and the missions performed by the Group’s internal Audit department in the Group’s subsidiaries.
- organizing the process for selecting the Statutory Auditors and reviewing and assessing their independence,
- reviewing, prior to their signature, all agreements with related parties, in compliance with the terms of the specific charter adopted in 2015.
The Audit Committee met seven times in 2018. The average attendance rate at the meetings was 100%.
Composition as of 15 May 2018
Nathalie Andrieux – Chair
Employee Representative Director
David de Rothschild
Role and duties
The Appointments and Compensation Committee is responsible for:
- in relation to appointments :
- the procedure for selecting and appointing new Directors or renewing their mandates,
- the selection of directors to be appointed or renewed as members of the Board of Directors’ specialised committees,
- reviewing periodically the independence of Directors based on the criteria set forth in the AFEP-MEDEF Code
- reviewing the talent development and succession plan.
- in relation to compensation :
- the setting of executive corporate officers’ compensation,
- the distribution of attendance fees
- reviewing the proposals for stock option plans or free share plans.
The Appointments and Compensation Committee met three times in 2018. The average attendance rate at the meetings was 100%.
Composition as of 15 May 2018
Catherine Lucet – Chair
Role and duties
The Governance and Social Responsibility Committee is responsible for:
- in relation to corporate governance duties :
- implementing the governance rules and best practices within the Group, as well as monitoring the regulatory changes in this field, and reviewing the annual report on corporate governance;
- drafting and monitoring any issues associated with the ethical rules applicable to the Directors, as well as the management of conflicts of interest (it may examine any exceptional issue that could potentially give rise to a conflict of interest within the Board);
- reviewing the structure, size and membership of the Board Directors and its specialised Committees.
- in relation to Corporate Social Responsibility (CSR) duties :
- reviewing and monitoring the Group’s policies and practices in the area of social responsibility; within its missions in this field (enlarged from December 15,2017) it shall notably review, in light of the Group’s strategy, the Group’s commitments and policies in the area of ethics and social, environmental and societal responsibility, application and implementation of such policies and the results thereof. In that respect, it shall also review the gender balance and professional equality policy in preparation for the annual discussion of this matter by the Board of Directors, as provided in Article L.225-37-1 of the French Commercial Code.
The Governance Committee met three times in 2018. The average attendance rate at the meeting was 100%.