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 sets the Company’s business strategy and oversees its implementation, in line with its corporate interests, taking into consideration the social and environmental challenges of its business.
The Board of Directors is assisted by three specialised Committees that report to the Board: the Audit Committee, the Appointments and Compensation Committee and the Governance and Social Responsibility Committee.
It is composed of fourteen directors, including five independent directors.
The Board appointed Mr Thierry Billot as Lead Independent Director.
In fiscal year 2021, the Board of Directors met eleven times. The Board meeting attendance rate was 96 %. The Committees met 25 times and the attendance rate was 98 %.
The information on Governance during fiscal year 2021 is presented in the Universal Registration Document (URD).
Nathalie Andrieux is a graduate of École Supérieure d’Informatique (Sup’Info) and ESCP Europe She joined La Poste Group in 1997, was appointed Chief Executive Office of Média Poste in 2004, Chairman of Média Poste in 2009 and Chairman of La Poste Numérique in 2012, a position she held until March 2015. Prior to joining La Poste, she held various positions in the Banque Populaire group, Casden (1993-1997) and Bred (1990-1993). Since 2 April 2018, she has been Chief Executive Officer of Geolid, a communication and digital referencing company.
Chairman and Chief Executive Officer of Geolid
Didier Lévêque is a graduate of École des Hautes Études Commerciales. From 1985 to 1989, he was a Research Lead for the Finance Department of Roussel-Uclaf. He joined the Euris Group in 1989 as deputy Corporate Secretary and was appointed Corporate Secretary in 2008.
Representative of Finatis
Coporate Secretary of Euris
Chairman and Chief Executive Officer of Finatis
After graduating from École normale supérieure de Lettres et Sciences Humaines (2003), Institut d’Études Politiques de Paris (2004) and École nationale d’Administration (2007), Maud Bailly began her career with the French government’s General Finance Inspectorate, where she carried out various audit engagements in France and abroad, notably for the World Bank and the International Monetary Fund.
In 2011, she joined the SNCF, where she served as Director of Paris Montparnasse station and Deputy Director of TGV coordination for the Paris Rive Gauche area, and then Director of Trains. In 2015, she was appointed Head of the economic department at the French Prime Minister’s Office, responsible for budget, tax, industrial and digital affairs.
In 2017, she joined the AccorHotels group as Chief Digital Officer, sitting on the Executive Committee. Since October 2020 she has been CEO Southern Europe, heading up the Accor group’s operations in seven countries (France, Spain, Portugal, Italy, Greece, Malta and Israel)
Chief Executive Officer Southern Europe of the Accor group
After obtaining a Postgraduate Degree in Civil Law, Mrs Odile Muracciole started her career as Head of the Legal Department in the Alty Group (oil industry). In 1990, she joined the Euris Group where she currently works as Legal Councel.
Representative of Euris
Legal Councel of Euris
Thierry Billot is a graduate of the ESCP Europe business school. In 1982, he joined the Pernod Ricard group and was appointed Head of Financial Services in 1986 and then Chairman and Chief Executive Officer for the United States from 1992 to 1997.
Upon his return, he was appointed Chairman and Chief Executive Officer of Pernod and in 2002 he became Chairman and CEO of Pernod Ricard Europe, Middle East and Africa.
In 2008, he was appointed Deputy Chief Executive Officer of the Pernod Ricard group in charge of the group’s brand portfolio, strategic plan, marketing department and manufacturing department, and served in this post until 2015.
Lead Independent director
Lead Independent Director, Bel group, formerly Deputy Chief Executive Officer of the Pernod Ricard group
A graduate of ESSEC business school, Thomas Piquemal started his career in 1991 at accounting firm Arthur Andersen. In 1995, he joined the Mergers and Acquisitions Department of Lazard Frères, becoming a Managing Partner of the bank five years later. At the end of 2008, he took on responsibility for the strategic partnership between Lazard and the US-based investment fund Apollo. In January 2019, Thomas joined Veolia Environnement as Senior Executive Vice President, Finance, and member of the Executive Committee. In February 2010, he joined EDF as Group Senior Executive Vice President, Finance, remaining there until March 2016. In May 2016, he joined Deutsche Bank as Global Head of Mergers and Acquisitions and Chairman of Corporate & Investment Banking at Deutsche Bank France until April 2018. In February 2010, he joined EDF as Group Senior Executive Vice President, Finance, remaining there until March 2016. In May 2016, he joined Deutsche Bank as Global Head of Mergers and Acquisitions and Chairman of Corporate & Investment Banking at Deutsche Bank France until April 2018.
In May 2018, he joined Fimalac as Deputy Chief Executive Officer.
Representative of Fimalac
Deputy Chief Executive Officer of Fimalac
Josseline de Clausade is a graduate of École nationale d’administration and Institut d’études politiques de Paris. She is a member of the Conseil d’Etat, France’s highest administrative body, where she has held positions including Rapporteur public (1986-1990) and Rapporteur général (2005-2007). She has been a diplomat at the Permanent Representation of France to the European Union (1993-1996), cabinet advisor for the French Minister of Foreign Affairs Hubert Védrine (1997-2000), and consulate general of France in Los Angeles (2000-2002).
She has also been a rapporteur for the Commission to promote growth in France (2007-2008) and Compliance Director at the Areva group (2008-2011), responsible for audit, internal control and governance. She is a member of the France-Colombia Strategy Council set up by the presidents of those two countries in 2015.
Since 2012, She has served as advisor to the Chairman and Chief Executive Officer of Casino Group.
Representative of Carpinienne de Participations
Advisor to the Chairman of Casino, Guichard-Perrachon
David de Rothschild ran the Rothschild & Co group SCA (formerly Paris-Orléans) from 2003 to 2018. In May 2018, he was named Chairman of the Supervisory Board of Rothschild & Co. SCA in connection with a succession plan whereby his son Alexandre de Rothschild succeeded him as Chairman of Rothschild & Co. Gestion SAS, the Managing General Partner of Rothschild & Co. SCA. He is a descendant of Mayer Amschel Rothschild, founder of the Rothschild dynasty, and of Baron James de Rothschild, who created Banque Rothschild Frères in Paris in 1812. David de Rothschild has worked in banking for over 40 years, gaining experience in the various branches of the family business. After Banque Rothschild Frères was nationalized in 1981, David de Rothschild and his cousin Eric de Rothschild were authorised to create a new Rothschild bank in France in 1986. In 2003, David and Eric de Rothschild agreed to a plan to merge the family’s UK and French businesses, leading in 2008 to the creation of the family holding company Rothschild & Co. Concordia SAS. David de Rothschild is a graduate of Institut d’Études Politiques de Paris.
Chairman of the Supervisor Board of Rothschild & Co.
Béatrice Dumurgier is a graduate of École Polytechnique (1997) and Corps des Ponts et Chaussées (2000) and holds a Master of Science from the Massachusetts Institute of Technology (Boston, 2000). She began her career at McKinsey in France and the United States and then in 2000 went on to join the Treasury Department of the French Ministry of Finance and subsequently the French government’s investment agency (Agence des Participations de l’État).
In 2004, she joined BNP Paribas Group where she held various strategic, operational and executive management positions through 2019, the last of these being CEO of the group’s online brokerage business. She was also a member of the Domestic Markets Executive Committee and the BNP Paribas G100 group of leading managers.
Béatrice Dumurgier joined BlaBlaCar in 2019 as Chief Operating Officer, sitting on the Executive Committee, and Chief Executive Officer of BlaBlaBus. She held these posts until early 2021.
Senior Advisor for BlackFin Capital Partners
Frédéric Saint-Geours has a degree in economics, is a graduate of Institut d’Études Politiques de Paris and an alumnus of École Nationale d’Administration. After a career with the Ministry of Finance and in the offices of the President of the National Assembly and the Secretary of State for the Budget (1975 to 1986), he joined the PSA Peugeot Citroën Group in 1986 as Deputy Chief Financial Officer and became Chief Financial Officer of the Group in 1988. From 1990 to 1997, he was Deputy Chief Executive Officer of Automobiles Peugeot, where he was appointed Chief Executive Officer in early 1998. He was a member of the Management Board of PSA Peugeot Citroën from July 1998 to December 2007. In January 2008, he was appointed Advisor to the Chairman of the Management Board of PSA Peugeot Citroën and member of the Management Committee. He was elected Chairman of the UIMM trade federation on 20 December 2007. As from 2009, he was successively a member of the Management Board of Peugeot SA, Chief Financial Officer and Head of Strategy for the PSA Peugeot Citroën Group, head of the Peugeot and Citroën brands and Special Advisor to the Chairman of the Management Board of PSA Peugeot Citroën. In September 2013, he was elected Chairman of Groupe des Fédérations Industrielles (GFI). In November 2014, France’s Council of Ministers appointed him as Chairman of the Supervisory Board of SNCF, an appointment that was renewed in July 2015. From April 2016 to November 2017, he served as Vice-Chairman of the French Conseil National de l’Industrie (National Industry council).
Formerly Chairman of the Supervisory Board of SNCF
Attorney admitted to the Paris and Quebec Bars, Christiane Féral-Schuhl is a graduate of the University of Paris II. She has French and Canadian nationality.
She is specialised in new technology, IT and communication law as well as intellectual property law. She also performs the duties of mediator and arbitrator.
She was Chair of the Paris Bar in 2012 and 2013. Christiane Féral-Schuhl was also a member of the Haut Conseil à l’égalité entre les femmes et les hommes (HCEfh – High Council for Gender Equality) (2013-2015), and co-President of the ad hoc French Parliamentary Commission “Commission de réflexion et de propositions sur le droit et les libertés à l’âge du numérique” to develop proposals on law and privacy in the digital age. (2014-2015).
Attorney admitted to the Paris and Quebec Bars
Michel Savart is a graduate of École Polytechnique and École Nationale Supérieure des Mines de Paris. He began his career with Havas in 1986, and joined Banque Louis Dreyfus as project manager in 1987 and Banque Arjil (Lagardère group) in 1988, where he was project manager then Advisor to the Management Board until 1994. He joined Dresdner Kleinwort Benson (DKB) in 1995, where he was notably Managing Director in charge of mergers and acquisitions until 1999. He joined the Euris-Rallye Group in October 1999 as Director – Advisor to the Chairman, in charge of private equity investments. He is currently Advisor to the Chairman of the Rallye-Casino Group. He has also been Chairman and Chief Executive Officer of Foncière Euris since August 2009.
Representative of Foncière Euris
Advisor to the Chairman of Rallye-Casino group Chairman and Chief Executive Officer of Foncière Euris
A former student of the Ecole Nationale d’Administration, Franck-Philippe Georgin began his career in the prefectural administration in 2008 as chief of staff to the Prefect of the Picardy region. In 2010, he was appointed General Secretary of the Creuse prefecture. In 2011, he joined the Ministry of the Interior as adviser to the Minister. Deputy Prefect of Fontainebleau in 2012, Franck-Philippe Georgin was appointed Chief of Staff to the President of the Alpes-Maritimes General Council in 2013, then, in 2015, Director of Studies and International Relations at Les Républicains.
He joined the Casino Group in June 2017 in the strategy and planning department. In November 2017, he became Group Human Resources Director and, in April 2018, General Secretary and Executive Committee Secretary.
Representative of Matignon Diderot
General Secretary and Executive Committee Secretary
Kareen CEINTRE – Secretary of the Board of Directors
Lead Independent Director
The Lead Director is appointed from among the independent members of the Governance and Social Responsibility Committee. The Lead Director ensures that the Company’s governance structure is balanced and that combining the roles of Chairman and Chief Executive Officer does not have an adverse impact on the proper functioning of the Board, in terms of such matters as the information given to Directors, the inclusion of items on the agenda and organisation of Board discussions and votes. He also plays an essential role in preventing and managing conflicts of interest.
The Lead Director may, if necessary, consult with the Governance and Social Responsibility Committee at any time about any potential issues.
He chairs the Independent Directors’ meetings held at least once per year to discuss any matter in the absence of the Chairman of the Board of Directors and members of Senior Management.
The Board also asks the Lead Independent Director to hold discussions with investors on corporate governance matters.
Each year, the Lead Director reports on his or her activities during the year to the Governance and Social Responsibility Committee and to the Board.
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.
- Thierry Billot, Chairman
- Béatrice Dumurgier
- Frédéric Saint-Geours
Role and Duties :
The Audit Committee is notably 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 thirteen times in 2021. The attendance rate at the meetings was 97.44 %.
- Maud Bailly, Chair
- Nathalie Andrieux
- Thomas Piquemal
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 six times in 2021. The attendance rate at the meetings was 100 %.
- Nathalie Andrieux, Chair
- Thierry Billot
- Christiane Féral-Schuhl
- Frédéric Saint-Geours
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 and CSR Committee met nine times in 2021. The attendance rate at the meeting was 95.83 %.