Board of Directors

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.

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.

Subsequent to the Ordinary and Extraordinary Shareholders’ meeting held on 12 May 2021, it is composed of fourteen directors, including five independent directors.

In fiscal year 2020, the Board of Directors met ten times. The Board meeting attendance rate was 97.9%.

The information on Governance during fiscal year 2020 is presented in the Universal Registration Document (URD).

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Jean-Charles NAOURIChairman and Chief Executive Officer

Nathalie ANDRIEUX

Independent director
Chairman and Chief Executive Officer of Geolid

Maud BAILLY

Independent director
Chief Executive Officer Southern Europe of the Accor group

Thierry BILLOT

Independent director
Lead Independent Director, Bel group, formerly Deputy Chief Executive Officer of the Pernod Ricard group

Josseline de CLAUSADE

Permanent representative of Saris
Advisor to the Chairman of Casino, Guichard-Perrachon

Jacques DUMAS

Permanent representative of Euris
Advisor to the Chairman of Casino, Guichard-Perrachon
Deputy Chief Executive Officer of Euris

Béatrice DUMURGIER

Independent director
Formerly Chief Operating Officer of Blablacar and Chief Executive Officer of BlaBlaBus

Christiane FERAL-SCHUHL

Independent director
Attorney admitted to the Paris and Quebec Bars

Didier LEVEQUE

Permanent representative of Finatis
Coporate Secretary of Euris

Chairman and Chief Executive Officer of Finatis

Odile MURACCIOLE

Permanent representative of Matignon Diderot
Legal Director of Euris Group

Thomas PIQUEMAL

Permanent representative of Fimalac
Deputy Chief Executive Officer of Fimalac

David de ROTHSCHILD

Director
Chairman of the Supervisor Board of Rothschild & Co. SCA

Frédéric SAINT-GEOURS

Director
Chairman of the Supervisory Board of SNCF up to 31 December 2019

Michel SAVART

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


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.

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 seven times in 2020. The attendance rate at the meetings was 100%.

Audit Committee Charter

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 2020. The attendance rate at the meetings was 95.8%.

Appointments and Compensation Committee Charter

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 2020. The attendance rate at the meeting was 100%.

Governance and Social Responsibility Charter