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 10 May 2022.
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 twelve directors, including five independent directors.
The Board appointed Mr Thierry Billot as Lead Independent Director.
In fiscal year 2022, the Board of Directors met twelve times. The Board meeting attendance rate was 94%. The Committees met 24 times and the attendance rate was 91%.
The information on Governance during fiscal year 2022 provided in the Universal Registration Document (URD).
Chairman and Chief Executive Officer
Nathalie Andrieux is a graduate of the École supérieure d’informatique (Sup’Info) and ESCP Europe. She joined the La Poste group in 1997, was appointed Managing Director of Média Poste in 2004 and President in 2009, then became President of La Poste Numérique in 2012 until March 2015. She had previously held various positions within the Banque Populaire group, Casden (1993-1997) and Bred (1990-1993). Since April 2, 2018, she has been Managing Director of Geolid, a communications and digital referencing company.
Independent director
Corporate Director
Maud Bailly is a graduate of the Ecole Normale Supérieure de Lettres et Sciences Humaines (2003), the Institut d’Etudes Politiques de Paris (2004) and the Ecole Nationale d’Administration (2007). She began her career at the Inspection générale des Finances, where she carried out various audit assignments in France and abroad, notably for the World Bank and the International Monetary Fund.
In 2011, she joined SNCF to manage the Gare de Paris-Montparnasse and the Paris-Rive Gauche TGV region, before becoming Director of Trains. In 2015, she was appointed Head of Economic Affairs in the Prime Minister’s Office, in charge of budgetary, fiscal, industrial and digital affairs.
In 2017, she joined the Accor Group Executive Committee as Chief Digital Officer, and since October 2020 has held the position of General Manager Southern Europe, in charge of operations in 7 countries (France, Spain, Portugal, Italy, Greece, Malta and Israel).
Independent director
General Manager, Southern Europe, Accor Group
Thierry Billot is a graduate of ESCP Europe. He joined the Pernod Ricard Group in 1982, was appointed Group Chief Financial Officer in 1986 and Chairman & CEO in the United States from 1992 to 1997.
On his return, he became Chairman & CEO of Pernod, and in 2002 of Pernod Ricard EMEA.
In 2008, he was appointed Deputy Managing Director of the Pernod Ricard Group, in charge of the Brand portfolio, strategic planning, marketing and industrial management, a position he held until 2015.
Independent Lead Director
Leading independent director of the Bel group, former member of the Executive Board of the Pernod-Ricard group
A graduate of ENA and the Institut d’Études Politiques de Paris, Josseline de Clausade is a member of the Conseil d’Etat, having served as Public Reporter (1986-1990) and Reporter General (2005-2007). She was a diplomat at France’s Permanent Representation to the EU (1993-1996), Advisor to the Cabinet of Foreign Minister Hubert Védrine (1997-2000) and Consul General of France in Los Angeles (2000-2002).
She was also General Rapporteur of the Commission pour la libération de la croissance française (2007-2008) and Director of Compliance for the Areva Group (2008-2011), in charge of audit, internal control and governance. She is also a member of the France-Colombia Strategic Council set up by the Presidents of the two countries in 2015.
Josseline de Clausade has been Advisor to the Chairman and CEO of Groupe Casino since 2012.
Representative of Carpinienne de Participations
Advisor to the Chairman of Casino, Guichard-Perrachon
Béatrice Dumurgier is a graduate of the Ecole Polytechnique (1997), the Corps des Ponts et Chaussées (2000) and holds a Master of Science from the Massachusetts Institute of Technology (Boston 2000). She began her career with McKinsey in France and the United States, before joining the French Ministry of Finance in 2000, first at the Treasury Department, then at the Agence des Participations de l’Etat.
She joined the BNP Paribas Group in 2004, where she held various strategic, operational and executive positions until 2019, the last being Managing Director of the online brokerage subsidiary, member of the Domestic Markets Executive Committee and member of the BNP Paribas G100.
In 2019, she joined BlaBlaCar as Chief Operating Officer, Managing Director of BlaBlaBus and member of the Executive Committee, a position she holds until early 2021.
Independent director
Deputy Managing Director of Believe
Hervé Delannoy holds a DEA in Private Law, an MBA from ESCP and an LLM from the University of London. After several years in consultancy firms, he joined La Redoute in 1991 and became head of legal affairs for the Redcats holding company in 1997 (PPR group, now Kering). In 2000, he became head of the legal and tax department of the Pimkie Orsay group (Mulliez family).
In 2004, he joined the Euris group as Deputy Director of Legal Affairs, and in 2007 became General Counsel of Rallye. Since December 2016, he has also been advisor in charge of Casino’s legal affairs within Casino Services. Hervé Delannoy is a former Chairman of the Association Française des Juristes d’Entreprise (AFJE) and of the Conseil National du Droit (CND).
Representative of Matignon Diderot
General counsel of Rallye, Chairman and Chief Executive Officer of Finatis and Carpinienne de Participations
French-Canadian national, Christiane Féral-Schuhl is a graduate of the University of Paris II, and a member of the Paris and Quebec bars.
She specializes in new technologies, IT and communications law, as well as intellectual property law.
She is also a mediator and arbitrator.
She was President of the Paris Bar in 2012 and 2013. Ms. Féral-Schuhl was also a member of the Haut Conseil à l’égalité entre les femmes et les hommes (HCEfh) (2013-2015) and co-chair of the Commission parlementaire de réflexion et de propositions sur le droit et les libertés à l’âge du numérique (2014-2015).
Independent director
Lawyer, member of the Paris and Quebec Bars
A graduate of the École des Hautes Études Commerciales and holder of a Diplôme d’Études Comptables et Financières, Virginie Grin was Deputy Director of Turbo France Tours from 1989 to 1990, then Senior Project Manager with Ernst & Young Entrepreneurs from 1990 to 1994. In 1994, she joined the Euris Group, where she held the positions of Executive Assistant and then Deputy Corporate Secretary from 2008 until March 2023, and is also a director of Euris Group companies.
Representative of Finatis
Company director
Franck Hattab is a graduate of EDHEC business school, and began his career in 1994 as a Credit Analyst at Société Générale. He then spent three years as an auditor with KPMG, before joining Rallye’s Finance Department in 1999, where he held the position of Chief Financial Officer.
On February 28, 2013, he was also appointed Deputy Chief Executive Officer of Rallye, then on April 3, 2017, Chief Executive Officer until September 29, 2022.
He has been Deputy Chief Executive Officer of Euris since 30 September 2022, Chairman and Chief Executive Officer of Foncière Euris since 4 November 2022 and Chief Executive Officer of Rallye since 12 June 2023.
Representative of Foncière Euris
Chief Executive Officer of Rallye, Deputy Chief Executive Officer of Euris, Chairman and Chief Executive Officer of Foncière Euris
Odile Muracciole holds a post-graduate diploma (DEA) in labor law, and began her career as head of the legal department at the Alty oil group. In 1990, she joined the Euris group as Legal Director.
Representative of EURIS
Advisor, Legal and Social Affairs, Casino Services
A graduate of the Institut d’études politiques de Paris, with a degree in economics and a diploma from the École nationale d’administration, Frédéric Saint–Geours joined the PSA Peugeot Citroën Group in 1986 after a career in the Ministry of Finance, in the offices of the President of the Assemblée Nationale and of the Secretary of State for the Budget (1975–1986).
After serving as Deputy CFO of the PSA Group from 1986 to 1988, Frédéric Saint–Geours became Group CFO in 1988. From 1990 to 1997, he was Executive Vice President of Automobiles Peugeot, becoming Chief Executive Officer in early 1998. From July 1998 to December 2007, he was a member of the Managing Board of PSA Peugeot Citroën. In January 2008, he was appointed Advisor to the Chairman of the Managing Board of PSA Peugeot Citroën and a member of its Executive Board.
He was elected Chairman of UIMM on December 20, 2007. From 2009, he was a member of the Managing Board of Peugeot SA, Chief Financial Officer and Strategic Development Director of the PSA Peugeot Citroën Group, then Brand Director (Peugeot and Citroën) and special advisor to the Chairman of the Managing Board of PSA Peugeot Citroën. In September 2013, he was elected Chairman of the Groupe des Fédérations Industrielles.
In November 2014 and again in July 2015, he was appointed Chairman of the SNCF Supervisory Board by the French Council of Ministers. From April 2016 to November 2017, he is Vice–Chairman of the Conseil National de l’Industrie.
Director
Former Chairman of the Supervisory Board of SNCF
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.
Composition :
- 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 %.
Composition :
- Maud Bailly, Chair
- Nathalie Andrieux
- Frédéric Saint-Geours
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 %.
Composition :
- 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 %.