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2014 Registration Document
Corporate governance
3
Composition and operation of the Board of Directors
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not to be a corporate officer of a company of which the Company holds
office as a director, either directly or indirectly, or in which an employee
designated as such or an executive officer of the Company (currently
or within the last five years) holds or has held office as a director;
■
not to be a client, supplier, corporate banker or investment banker:
■
that is significant for the Company or its group,
■
or for which the Company or its group represents a significant
proportion of its business;
■
not to have any close family ties with a corporate officer;
■
not to have been a Statutory Auditor for the business over the previous
five years;
■
not to have been a director of the business for over 12 years.
None of the independent directors has any significant business
relationship with the Group, directly or indirectly.
At its meeting on June 21, 2011, the Board of Directors appointed
Amaury de Seze as Senior Independent Director. His term of office was
renewed by decision of the Board of Directors on June 18, 2012. The
role of the Senior Independent Director is to assist the Chairman in his
responsibilities in respect of the proper functioning of the Company’s
governance bodies. He has particular responsibility for examining
situations where there is a real or potential conflict of interest, which
could affect the directors or the Chairman of the Board in respect of the
interests of the business, whether this relates to operational projects,
strategic direction or specific agreements.
At its meeting on February 8, 2015, the Board of Directors, after receiving
recommendation from the Chairman of the Appointments Committee,
appointed George Ralli Vice-Chairman of the Board of Directors.
The Vice-Chairman is called on to fill in for the Chairman if he is absent,
temporarily unavailable, resigning, or deceased, or his term of office is
not renewed. If he is temporarily unavailable, this substitution is valid for
the limited time of his unavailability; otherwise, it is valid until the new
Chairman is elected.
3.2.1.1
Corporate officers’ statement
For purposes of their corporate positions, members of the Board of
Directors are domiciled at the Company’s head office.
There are no family relationships between the Company’s corporate
officers.
To the Company’s knowledge and as of the date this Registration
Document was prepared, during the past five years no corporate officers
have:
■
been convicted of fraud;
■
been involved in a bankruptcy, receivership or liquidation;
■
been subject to official public sanction by statutory or regulatory
authorities;
■
been prevented by a court from acting as a member of an administrative,
management or supervisory body or from being involved in an issuer’s
management or business operations.
To the Company’s knowledge and as of the date this Registration
Document was prepared, no conflict of interest has been identified
between the duties of any corporate officers with respect to the Company
and their private interests or other duties.
To the Company’s knowledge and as of the date this Registration
Document was prepared, there are no arrangements or agreements
concluded with the main shareholders, customers, suppliers or other
parties whereby one of the Company’s corporate officers has been
selected as a member of one of their administrative, management or
supervisory bodies or as a member of their general management.
There are no contractual relations between the Company and the
members of the Board of Directors.
3.2.1.2
Corporate officers’ biographies
Georges Plassat
Chairman and Chief Executive Officer
Born on March 25, 1949. French.
Number of Company shares owned:
30,000
Date of appointment to the Board of Directors:
May 23, 2012
Ratification and renewal date:
June 18, 2012
Term of office expires:
Shareholders’ Meeting convened to approve
the Financial Statements for the fiscal year ending December 31, 2014.
EXPERIENCE
Casino Group (1983-1997): Marketing director then Chief Executive of
the Group’s catering division (1988-1990), Chief Executive of Casino
France (1990-1992), Managing director (1992-1994), Vice-Chairman of
the Management Board (1994-1996), then Chairman of the Management
Board of the Casino Group (1996-1997). Executive director, Spain, of the
Carrefour Group and Deputy director of Pryca (1997-1999). Chairman of
the Management Board of the Vivarte Group (formerly the André Group)
(2000) then its Chairman and Chief Executive Officer (2004-2012).
2014 POSITIONS HELD WITHIN THE GROUP
W
Chairman and Chief Executive Officer of Carrefour
POSITIONS HELD OUTSIDE THE GROUP 2014
W
N/A
FORMER POSITIONS HELD FROM 2010 TO 2013
W
Chairman and Chief Executive Officer of the Vivarte Group
(formerly Groupe André) (Expiration date of term: 2012)