Casino, Guichard-Perrachon is a French company with a Board of Directors. 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 is composed of seven directors. The independence rate is 71% and the proportion of women on the Board is 43% . The Board also comprises three non-voting directors. Directors, as non-voting directors, are elected for a three-year term.
Laurent Pietraszewski holds a diploma of advanced studies (DEA) in industrial economics and human resources from the University of Lille I and a certificate from Sciences Po Paris in social systems, human resources management and change management.
He has a thorough understanding of the challenges of the retail world, to which he has devoted 25 years of his professional life in operational management working alongside teams and customers and in central services to support companies’ transformation. Until 2017, he was in charge of Auchan France’s Talents policy: recruitment, career management and performance appraisal, working closely with the company’s senior management.
Laurent Pietraszewski is well-versed on social issues, retirement, the employment of older people and workplace health and safety, and as a Member of Parliament and then Secretary of State (2017-2022), he has faced the strategic challenges of public policy and conducting high-level negotiations. From 19 May 2020 to 6 July 2020, he was Secretary of State to the Minister for Solidarity and Health, tasked with pensions, and to the Minister for Labour, responsible for the protection of employees’ health during the Covid-19 pandemic. From 26 July 2020 until 20 May 2022, he was Secretary of State to the Minister for Labour, Employment and Integration, responsible for pensions and workplace health and safety.
Laurent Pietraszewski is the founder of Grenel, a strategy and management consultancy specialising in social protection, employment of senior citizens, quality of life at work, human resource management and employee health. He is also a lecturer at Sciences Po Lille and the HR Masters’ at IAE Lille, and a member of the CRAPS think tank (Cercle de Recherche et d’Analyse sur la Protection Sociale)
Chairman of the Board
Independent director
Philippe Palazzi holds an Executive MBA from HEC Paris and trained at the London Business School. He is the founder (May 2022) and Chairman of the strategy and management consultancy Correlation Partners.
Since March 2023, he has been a non-executive director of Unifrutti Investment Limited. Philippe Palazzi joined the Lactalis Group in 2020, the world leader in dairy products, as Chairman of the Executive Board until April 2022.
Prior to that, he worked for more than 25 years for the Metro group (a German distribution group), the world leader in food wholesaling.
His last position was Group Chief Operating Officer and member of the Group Executive Committee (Vorstand) at the Düsseldorf headquarters. Philippe Palazzi began his career in 1994 at Metro France, where he held various operational positions in sales and purchasing in the fresh produce sector until 2001.
He then embarked on an international career spanning more than 15 years, which took him to Greece, Hungary and Italy, where he became Managing Director of Metro Italia before joining the group’s global headquarters in 2015, where he held a number of strategic positions, including Chairman of Metro France from January 2016 to April 2020 and Chairman of Pro à Pro from February 2017 to April 2020.
CEO and director
Nathalie Andrieux is a graduate of École supérieure d’informatique (Sup’Info) and ESCP Europe. She joined the La Poste group (French Postal Service) in 1997, was appointed Chief Executive Officer of Média Poste in 2004 and Chair of the Board in 2009. She became Chair of the Board of La Poste Numérique in 2012, a position she held until March 2015. Previously, she held various positions in the Banque Populaire group, Casden (1993-1997) and Bred (1990-1993). In April 2018 she was appointed Chief Executive Officer of Geolid, a communication and digital referencing company and served as Chair and Chief Executive Officer of that company from May 2019 until December 2022.
Independent director
Pascal Clouzard graduated from the École nationale supérieure de techniques avancées in 1986 (ENSTA Paris – Institut Polytechnique) and from HEC Entrepreneurs in 1987.
He began his career as a consultant with Eurosept and AT Kearney, Spain and Portugal, from 1991 to 1999. He then joined the Carrefour group as International Purchasing Director from 1999 to 2006, before being appointed Hypermarkets, Purchasing and Marketing Director for Spain from 2006 to 2011.
He was then appointed Chief Executive Officer of Carrefour Spain from 2011 to 2017 and then Chief Executive Officer of Carrefour France from 2017 to 2020, as a member of the group’s Executive Committee. He remained with the Carrefour group for 21 years. Pascal Clouzard continues to act as senior advisor to the AT Kearney group.
Independent director
Branislav Miškovič is a graduate of the University of Economics in Prague and holds a CEMS degree in International Management jointly from Copenhagen Business School and the University of Economics in Prague.
Before joining the EP group, he worked for three years at JP Morgan in London and completed several internships at Google.
In 2013 he joined Energetický a prumyslový holding and subsequently held several positions in mergers and acquisitions within EP Corporate Group, focusing on investments in the retail, e-commerce, media, energy and logistics segments. As part of his role, Branislav Miškovič sits on a number of boards of EP Equity Investment Group subsidiaries, particularly in the e-commerce, retail and media sectors.
Non-independent director
Athina Onassis is an investor. In addition, she is a professional athlete who has been competing in show jumping for over 20 years.
She has competed at the highest levels in the world’s most prestigious competitions. In 2007, Athina Onassis founded the Athina Onassis Horse Show, an annual international show jumping event (since 2007, held in Brazil and since 2014, in Saint-Tropez, France) featuring the world’s best show jumpers. She has also been running professional stables in Valkenswaard, the Netherlands, since 2010.
Athina Onassis has lived in Switzerland, Brazil and the United States and currently lives in Belgium. Her mother tongue is French, she is fluent in English and Portuguese and has good command of Swedish.
Independent director
A graduate in international business, Elisabeth Sandager joined the L’Oréal group in 1981, where she held marketing responsibilities for Lancôme France and then Lancôme International.
From 1985 to 1988, she founded and developed her company, Scan Royal. In 1988, she joined Revlon, becoming Vice-President Marketing Europe, Africa and Middle East in 1992.
From 1996 to 2002, she was Managing Director of Bang & Olufsen France, responsible for international communications. She was Chair and CEO of Kookaï from 2002 to 2003. Between 2004 and 2006, she worked as a consultant on a number of corporate development projects.
Then, from 2007 to 2022, Elisabeth Sandager was International Managing Director of the Helena Rubinstein and Carita brands within L’Oréal’s Luxury division. Since 2023, she has been a senior advisor, Board of Director member and business angel.
Independent director
Thomas Doerane is a graduate of the Solvay Brussels School of Economics and Management.
He began his career in 2011 as a strategy consultant at Bain & Company, before moving into finance and investment with roles at Bain Capital Credit in 2014 and Oak Hill Advisors in 2017.
Since 2022, he has been an investment analyst at Attestor, a London-based investment fund.
Non-voting director
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.
On 19 January 2009, he joined Veolia Environnement as Senior Executive VicePresident, Finance, and member of the Executive Committee. In February 2010, he joined EDF as Group Senior Executive Vice President, Finance.
On 17 May 2016, after leaving EDF, he joined Deutsche Bank as Global Head of Mergers and Acquisitions and Chairman of Corporate & Investment Banking at Deutsche Bank France. On 30 May 2018, he re-joined Fimalac as Deputy Chief Executive Officer.
Non-voting director
Martin Plavec is a graduate of the University of Economics in Prague, Charles University (law) and the London School of Economics and Political Science.
In 2017 he joined Energetický a průmyslový holding and subsequently held several positions in mergers and acquisitions within EP Corporate Group, focusing on investments in the retail, media and logistics segments.
He was Chief Financial Officer at EP Resources between 2019 and 2020 and became a non-executive Director of the DODO group in 2022. In April 2023, he was appointed to the Supervisory Board of PostNL.
Non-voting director
Kareen CEINTRE – Secretary of the Board of Directors
The Board of Directors’ Committees
The Board of Directors relies on the work of four specialised committees, the Strategic Committee, the Audit Committee, the Appointments and Compensation Committee and the Governance and Social Responsibility Committee, 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.
Composition :
- Philippe Palazzi, Chairman
- Branislav Miskovic
- Martin Plavec
- Thomas Piquemal
- Thomas Doerane
- Pascal Clouzard
Composition :
- Pascal Clouzard, Chairman
- Nathalie Andrieux
- Branislav Miskovic
- Martin Plavec
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.
Composition :
- Elisabeth Sandager, Chair
- Nathalie Andrieux
- Branislav Miskovic
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.
Composition :
- Nathalie Andrieux, Chair
- Elisabeth Sandager
- Athina Onassis
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.