Casino, Guichard-perrachon Sa · EURONEXT:CO
Casino, Guichard-perrachon Sa — Shareholder Meeting (2014)
97 slides from Casino, Guichard-perrachon Sa's shareholder meeting presentation, 2014
Slide 1: General Meeting 2014
GENERAL MEETING 2014
Slide 2: 2013 Highlights and 2014 Perspectives
2013 HIGHLIGHTS AND 2014 PERSPECTIVES Jean-Charles NAOURI Results 2013 highlights Conclusion Corporate Social and Responsibility Corporate Governance 2014 perspectives Resolutions Jean-Charles NAOURI Statutory and merger auditors’ reports 2
Slide 3: 2013 Key Figures
2013 KEY FIGURES CONTINUING OPERATIONS 2013 Change vs. 2012 Consolidated net sales 48,645 M€ +15.9 % EBITDA 3,337 M€ +17 % EBITDA margin 6.9 % +6 bp Trading profit 2,363 M€ +18.1 % Trading margin 4.9 % +9 bp Underlying net profit, group share 618 M€ +9.7 % Underlying diluted EPS 5.32 € +7.6 % Cash f
Slide 4: 2013: Control of Major Structuring Assets, French Recovery, Excellent International Results
IN 2013 FINALISATION OF THE CONTROL OF MAJOR STRUCTURING ASSETS, FRENCH RECOVERY AND EXCELLENT RESULTS INTERNATIONALLY After taking legal control, the Group took managerial control of two major structuring assets: GPA in Brazil and Monoprix in France French recovery – Géant hypermarkets and Casino s
Slide 5: Sharp Increase in Group Net Sales in 2013: +15.9%
SHARP INCREASE IN GROUP NET SALES IN 2013: +15.9% SALES GROWTH in €m +19.4% -8.1% -1.1% +15.9% +5.7% 48,645 Scope Currency Organic* Petrol and calendar effect 41,971 2012 2013 Group sales benefited from the full consolidation of GPA and Monoprix and sales growth among all international subsidiaries
Slide 6: In 2013, Improvement in French Activity
IN 2013, IMPROVEMENT IN FRENCH ACTIVITY ORGANIC* SALES GROWTH MONTHLY GROWTH IN SAME-STORE* SALES IN H2 2013 in % in % Q3: -3.3% Q4: -1.5% -2.9% -3.4% -3.3% -3.6% -1.4% 2013 Q1 Q2 Q3 Q4 2013 In a backdrop of cost reductions initiated in Q4 2012, Géant hypermarkets and Casino Supermarkets sales impro
Slide 7: Growth in Food Volumes and Traffic for Géant Since H2 2013
GROWTH* IN FOOD VOLUMES AND TRAFFIC FOR GÉANT SINCE H2 2013 CHANGE IN FOOD SAME-STORE* SALES CHANGE IN SAME-STORE* TRAFFIC AND FOOD VOLUMES in % in % +9.2% +8.1% Volumes +3.1% Traffic +0.8% +4.2% -2.6% +1.9% +1.5% +1.3% Q3 2013 Q4 2013 Q1 2014 Q3 2013 Q4 2013 Q1 2014 Strong sequential improvement in
Slide 8: Volumes and Client Traffic of Casino Supermarkets Resumed Growth in H2 2013
VOLUMES AND CLIENT TRAFFIC OF CASINO SUPERMARKETS RESUMED GROWTH IN H2 2013 Client traffic and volumes turned positive during H2 2013 following price cuts. Since Q1 2014, this trend continued: traffic is up +2.2% and volumes are stable Continuation of action plans aimed at increasing the banner's ap
Slide 9: Ongoing Network Development
ONGOING NETWORK DEVELOPMENT Continued rapid expansion of new points of sale in high-traffic areas (train stations, airports, motorways, etc.) New loyalty programme now rolled out to all integrated stores Commercial revival in various integrated and franchises networks In 2014, network of stores deve
Slide 10: Monoprix: Excellent Profitability and Development Prospects
EXCELLENT PROFITABILITY AND ATTRACTIVE DEVELOPMENT PROSPECTS Sales held up well, driven by sustained expansion in all formats: 40 stores opened in 2013 Organic* sales increased during the year (+1.4%) and in Q1 2014 Solid business development for Naturalia organic stores Accelerated growth of monopr
Slide 11: Franprix Leader Price Model Robustness and Continued Expansion
CONFIRMATION IN 2013 OF THE FRANPRIX LEADER PRICE MODEL’S ROBUSTNESS AND CONTINUED EXPANSION IN 2014 Franprix – Loyalty card rolled out throughout the network: sales to loyalty cardholders account for more than 30% of the banner's total revenue – Continued expansion on various formats and store tran
Slide 12: LEADER
LEADER DES PRIX BAS TOUS LES JOURS ET DEPUIS TOUJOURS LEADER DES PRIX BAS | | | | ic) | sur 2000 Propurts' | ska | RT EADER MMOS LEZ D Fahd “Sib Ek ee
Slide 13: Strong Growth in E-commerce Business Volume Thanks to Marketplace Success
STRONG GROWTH IN E-COMMERCE BUSINESS VOLUME THANKS TO MARKETPLACE SUCCESS Robust growth of e-commerce (Cdiscount and Monshowroom) business volume in 2013 and in Q1 2014 (+13%) Marketplace continued to develop rapidly (+89% in Q1 2014) which represents 21% of business volume in April, with 7.8 millio
Slide 14: Very Attractive Prospects in 2014 for Cdiscount
VERY ATTRACTIVE PROSPECTS IN 2014 FOR CDISCOUNT IN FRANCE AND INTERNATIONALLY In 2014, with its highly differentiated Launch of three new pure player sites concept, Cdiscount will continue to early 2014 under the Cdiscount brand in develop its traffic and sales and will Thailand, Vietnam and Colombi
Slide 15: Internationally, Continued Strong Growth in 2013 and Q1 2014
INTERNATIONALLY, CONTINUED STRONG GROWTH IN 2013 AND IN Q1 2014 ORGANIC* SALES GROWTH IN INTERNATIONAL MARKETS in % 13.1% International operations 11.9% 12.3% 11% Latin America 10.6% 9.0% 9.4% Asia 7.5% 5.2% 2012 2013 Q1 2014 A robust and sustained organic growth rate across all of the Group’s inter
Slide 16: Brazil: Excellent Performance in 2013
BRAZIL: EXCELLENT PERFORMANCE IN 2013 GPA is the leading retailer in Brazil with nearly 2,000 food and non-food multi-format points of sale – GPA Food: Extra (hypermarkets, supermarkets and convenience), Pão de Açúcar (convenience supermarkets) and Assaí (cash & carry) – Viavarejo (number 1 in non-f
Slide 17: GPA Food: Acceleration in Organic Growth
GPA FOOD: ACCELERATION IN ORGANIC GROWTH €11bn sales in 2013, i.e. +16.3% organic* growth Fast growth continued in Q1 2014 (+7% excluding calendar effect impacted by a time lag in Easter) Excellent performance of Assaí cash & carry and Minimercado convenience formats, with faster expansion of both f
Slide 18: Viavarejo: Strong Growth in Sales and Improvement in Profitability
VIAVAREJO: STRONG GROWTH IN SALES AND IMPROVEMENT IN PROFITABILITY €7.6bn sales in 2013, i.e. +12.4% organic* growth Very sustained same-store sales growth in 2013 Excellent performance of the Black Friday commercial initiative at the end of the year Continued expansion with the opening of 34 stores
Slide 19: E-commerce: Excellent Performance of Nova.com Activities
E-COMMERCE: EXCELLENT PERFORMANCE OF NOVA.COM ACTIVITIES Very strong growth* of e-commerce (+29.9%) which accelerated in Q1 2014 (+52.3%) thanks to dynamic sales in mobile phone categories and home equipment In 2014, Nova.com is maintaining its strategy of robust growth * Excluding calendar effect 1
Slide 20: Steady Growth of GPA's Activity and Earnings Since 1999
STEADY AND REGULAR GROWTH OF GPA’S ACTIVITY AND EARNINGS SINCE IT WAS ACQUIRED IN 1999 SALES EBITDA (in BRL millions) (in BRL millions) 60000 6 000 Sales CA EBITDA 50000 5 000 40000 4 000 30000 3 000 20000 2 000 10000 1 000 0 0 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 20
Slide 21: Good Performance by Éxito Thanks to Multi-Banner Strategy
GOOD PERFORMANCE BY ÉXITO THANKS TO ITS MULTI-BANNER STRATEGY €4.2bn sales in 2013, i.e. +3.5% organic* growth. The trend is still positive in Q1 2014 despite time lag in Easter and in a very important commercial initiative to Q2 2014 Robust performance of 2013 sales initiatives in a slowing macroec
Slide 22: Exito Regular Growth in Activity and Earnings Since 1999
EXITO HAS EXPERIENCED REGULAR GROWTH IN ITS ACTIVITY AND EARNINGS SINCE IT WAS ACQUIRED IN1999 SALES EBITDA (in COP millions) (in COP millions) 12 000 000 1 200 000 Sales CA EBITDA 10 000 000 1 000 000 8 000 000 800 000 6 000 000 600 000 4 000 000 400 000 2 000 000 200 000 0 0 1999 2000 2001 2002 20
Slide 23: Thailand: Strong Performance in Spite of the Environment in 2013
STRONG PERFORMANCE IN SPITE OF THE ENVIRONMENT IN 2013 Thailand In 2013, sales were of €3.1bn, up by +3.7%, of which +6.7% organic* growth (+3.3% in Q1 2014), despite slowing consumption and political tensions at the end of the year and beginning of 2014 Faster expansion on all formats in 2013: 6 hy
Slide 24: Big C Constant Growth in Business and Earnings Since 1999
BIG C HAS POSTED CONSTANT, REGULAR GROWTH IN ITS BUSINESS AND EARNINGS SINCE IT WAS ACQUIRED IN 1999 SALES Thailand EBITDA (in THB millions) (in THB millions) 140 000 14 000 Sales CA 120 000 12 000 EBITDA 100 000 10 000 80 000 8 000 60 000 6 000 40 000 4 000 20 000 2 000 0 0 1999 2000 2001 2002 2003
Slide 25: Vietnam: Strong Organic Sales Growth
STRONG ORGANIC SALES GROWTH Vietnam Sales of €468m in 2013 Very strong sales growth on an organic basis over the year in an improving macroeconomic environment Expansion continued with the opening of four hypermarkets and adjacent shopping centres over the year: the banner, with leading position on
Slide 26: Results
Highlights and perspectives RESULTS Antoine GISCARD d’ESTAING Results Conclusion Corporate Social Responsibility Antoine GISCARD d’ESTAING Corporate Governance Resolutions Statutory and merger auditors’ reports 26
Slide 27: Trading Profit Growth Above Sales Growth
TRADING PROFIT GROWTH ABOVE SALES GROWTH CHANGE IN TRADING PROFIT in €m +18.1% +17.6% +10.7% 2,363 -10.3% Scope Currency Organic 2,002 2012 2013 Sustained organic trading profit growth (+10.7%), above organic* sales growth (+5.7%) Given those robust performances and taking into account scope changes
Slide 28: Trading Profit and Margin Growth Driven by International Performance
TRADING PROFIT AND TRADING MARGIN GROWTH DRIVEN BY EXCELLENT PERFORMANCES INTERNATIONALLY TRADING PROFIT TRADING MARGIN in €m in % 2,363 4.8 % 4.9 % 2,002 1,316 +32.6% 1,745 International France 539 +0.9% (excluding Mercialys) 544 Mercialys 146 -48.9% 75 2012 2013 2012 2013 Very strong growth in tra
Slide 29: Simplified Income Statement
SIMPLIFIED INCOME STATEMENT Continuing operations (in € million) 2012 2013 TRADING PROFIT 2,002 2,363 Other operating income and expenses 377 261 Financial result (499) (719) Income tax expense (323) (401) Share of profits of associates (21) 21 NET INCOME FROM CONTINUING OPERATIONS 1,535 1,524 o/w G
Slide 30: Net Underlying Profit Up Close to +10%
NET UNDERLYING PROFIT UP CLOSE TO +10 % 2012 2013 (in € million) underlying underlying TRADING PROFIT 2 002 2 363 Financial result (523) (631) Income tax expense (478) (499) Share of profits of associates (21) 21 PROFIT FROM CONTINUING OPERATIONS* 979 1,254 Minority interests 415 636 o/w Group share
Slide 31: Net Underlying EPS Up +7.6%
NET UNDERLYING EPS UP +7,6% Continuing operations 2012 2013 Change Diluted average number of shares 112,173,213 112,918,625 +0.7% Underlying diluted EPS* 4.94 5.32 +7.6% Dividend proposed at the Annual General Meeting of 6 May 2014: €3.12 per share (+4% vs. 2013) – Ex-dividend date: Friday May 9th,
Slide 32: Stability of the Group's Consolidated Debt
STABILITY OF THE GROUP'S CONSOLIDATED DEBT in €m NFD NFD 31/12/12 31/12/13 Operations Free Cash strengthening Flow capital base External growth Dividend and operations other (5,416) (5,451) 866 (679) Excluding Mercialys flows (1,970) 1,816 The financial year was marked by the acquisition of a 50% st
Slide 33: Strong Improvement in the Consolidated Debt Ratio
STRONG IMPROVEMENT IN THE CONSOLIDATED DEBT RATIO NFD/EBITDA in % 1.91 1.62 NFD / EBITDA NFD EBITDA 2012 2013 33
Slide 34: Good Organic Sales Growth Dynamics in Q1 2014: +6.6%
GOOD ORGANIC* SALES GROWTH DYNAMICS IN Q1 2014: +6.6% CONSOLIDATED NET Change Q1 2014/Q1 2013** SALES (BEFORE TAX) Current Constant Organic in €m Q1 2014** exchange rates exchange rates growth* Total continuing 11,295 -3.3% +8.3% +6.6% operations France 4,674 +8.3% +8.3% -1.8% International 6,621 -1
Slide 35: In France, +8.3% Total Growth in Q1 2014
IN FRANCE, +8.3% TOTAL GROWTH DRIVEN BY GÉANT SALES RESUMING STABILITY* AND INCREASE IN E-COMMERCE BUSINESS VOLUMES (+13%) ORGANIC* GROWTH Q1 2014 VS Q1 2013 in % +13% +4.8% +0.6% +0.1% -2.9% -6% -5.3% Géant Casino Proximité FP-LP Monoprix E-commerce Volume Casino SM d’affaires du e-commerce Same-st
Slide 36: Strong International Organic Growth in Q1 2014
STRONG INTERNATIONAL ORGANIC GROWTH IN Q1 2014 AND NEGATIVE CURRENCY EFFECT Total growth at T1 2014 Total growth constant exchange Organic growth* rates Latin America** -10.7% +9.5% +12.3% Asia -7.1% +4.3% +5.2% Strong international organic growth at +11%*, in line with previous quarters, driven by
Slide 37: Since January 1st 2013, Casino Is in Line with CAC 40
SINCE JANUARY 1ST 2013, CASINO IS IN LINE WITH CAC 40 90 85 Casino CAC 40 80 75 At 30/04/2014 closing 70 Since Since Since 01/01/2014 01/01/2013 01/01/2009 +9.5 % +27.3 % +87.1 % 65 +4.5 % +23.2 % +39.4 % 60 1/1/13 1/3/13 1/5/13 1/7/13 1/9/13 1/11/13 1/1/14 1/3/14 37
Slide 38: Stock Market Performance of Big C
STOCK MARKET PERFORMANCE OF BIG C: +397% OVER MORE THAN 5 YEARS 700 600 500 400 300 Compound annual growth 200 rate (CAGR)**: +35% 100 0 2009 2010 2011 2012 2013 2014 Capitalization*: €3.4bn Performance** over 5 years: +397% * Market capitalisation converted at the 30 april 2014 exchange rate, after
Slide 39: Stock Market Performance of GPA
STOCK MARKET PERFORMANCE OF GPA: +241% OVER MORE THAN 5 YEARS 400 300 200 Compound annual growth rate (CAGR)**: +26% 100 0 2009 2010 2011 2012 2013 2014 Capitalization: €9.0bn Performance** over 5 years: +241% * Market capitalisation converted at the 30 april 2014 exchange rate, after close of tradi
Slide 40: Stock Market Performance of Exito
STOCK MARKET PERFORMANCE OF EXITO: +190% OVER MORE THAN 5 YEARS 400 300 200 Compound annual growth rate (CAGR)**: +22% 100 2009 2010 2011 2012 2013 2014 Capitalization: €4.9bn Performance** over 5 years: +190% * Market capitalisation converted at the 30 april 2014 exchange rate, after close of tradi
Slide 41: Stable Individual Shareholding as Percentage of Free Float
STABLE INDIVIDUAL SHAREHOLDING AS PERCENTAGE OF THE FREE FLOAT INDIVIDUAL SHAREHOLDERS SITUATION End 2013 End of december 2013 Number of shares owned by individual shareholders 8,4 (in million) Number of individual shareholders 46,004 % of free float* 15% * Excluding Rallye, in number of shares 41
Slide 42: Conclusion
Highlights and perspectives Results CONCLUSION Conclusion Jean-Charles NAOURI Corporate Social Responsibility Jean-Charles NAOURI Corporate Governance Resolutions Statutory and merger auditors’ reports 42
Slide 43: At End of 2013, the Group's Profile Was Profoundly Transformed
AT THE END OF 2013, THE GROUP'S PROFILE WAS PROFOUNDLY TRANSFORMED Over the past five years, the Group has nearly doubled in size It has reinforced its portfolio of banners by taking control of Monoprix and GPA It now has an excellent geographical mix. It has primarily developed in sectors and forma
Slide 44: The Group's Strategic Priorities
THE GROUP'S STRATEGIC PRIORITIES Over time, Casino group has grown around a constant vision and has developed activities favoured by the main consumption trends In 2014, the Group will continue and accelerate this strategy on all of its markets: 1 Roll-out of discount banners 2 Strengthening of the
Slide 45: Continue the Roll-out of Discount Banners
1 CONTINUE THE ROLL-OUT OF DISCOUNT BANNERS In France – Continued development of Leader Price with, as of today, the best pricing on market* – Repositioning of Géant hypermarkets as a popular banner, with a very competitive offer and price index* and a new ambition for same-store growth Internationa
Slide 46: Strengthen Our Positioning on Premium Formats
2 STRENGTHEN OUR POSITIONING ON PREMIUM FORMATS The Group benefits from a unique positioning in premium formats via the Monoprix banners (including Monop’ and Naturalia), Carulla (Colombia) and Pão de Açúcar (Brazil) banners – In France, a sustained pace of expansion at Monoprix via its various form
Slide 47: Continue Expanding the Convenience Format
3 CONTINUE EXPANDING THE CONVENIENCE FORMAT In France, – Accelerated expansion on differentiated formats (store size and assortment adapted to the catchment areas) – Priority development given to franchise Internationally, development of convenience formats – Minimercado in Brazil – Exito Express in
Slide 48: Strong Growth of E-commerce
4 STRONG GROWTH OF E-COMMERCE In 2013, Casino achieved sales of €2.9 billion in non-food e-commerce, in Brazil and France In 2014, the Group will continue its strong development: – In France • Strong volume growth for Cdiscount • Strengthened website commercial appeal (pricing, product range) • Deve
Slide 49: 2014 Perspectives
2014 PERSPECTIVES In 2014, the Group sets the following objectives: – Return to positive organic sales growth in France – Continued strong organic sales growth internationally – Further trading profit growth in organic terms – Continued improvement of the financial structure 49
Slide 50: Corporate Social Responsibility
Highlights and perspectives Results Conclusion Corporate Social CORPORATE SOCIAL RESPONSIBILITY Yves DESJACQUES Responsibility Corporate Governance Yves DESJACQUES Resolutions Statutory and merger auditors’ reports 50
Slide 51: The Casino Group's CSR Approach
THE CASINO GROUP’S CSR APPROACH A long-standing commitment, stronger dynamics – 2002: Implementation of a Sustainable Development Charter - first report published – 2009: Signature of the United Nations Global Compact – 2010: Creation of the Corporate Social Responsibility Department and the CSR Str
Slide 52: A Committed Employer: Promoting Diversity
A COMMITTED EMPLOYER PROMOTING DIVERSITY A Group committed to diversity – In 2013 the Group celebrated the 20th anniversary of its commitment to the fight against discrimination – Since 2012 the anti-discrimination policy also includes • Religion: with the distribution of a guide entitled Managing R
Slide 53: A Committed Employer: Youth and Gender Equality
A COMMITTED EMPLOYER PROMOTING DIVERSITY Helping youth enter the workforce – The Group employs worldwide over 133,000 young people under 30 – In France • The Group’s brands have set up “Generation Contracts”: – 60% of recruitments at Casino are set aside for young people under 26 – Casino promises t
Slide 54: A Responsible Retailer: Healthy Choices
A RESPONSIBLE RETAILER HELPING OUR CUSTOMERS MAKE HEALTHY CHOICES… Encouraging organic farming – 6,295 organic products carried in stores, 1,450 own-brand products (certified organic) : – 367 Casino organic products, – 432 Monoprix organic products – 140 Leader Price organic products, – 330 Taeq org
Slide 55: Responsible Retailer: Respecting the Environment
RESPONSIBLE RETAILER … THAT RESPECT THE ENVIRONMENT Fighting food waste – In June 2013 the Group signed the National Pact Against Food Waste, which aims to cut in half food waste in France by 2025 – Donations of the store’s food products with short best-by dates rose by 6% in 2013 Supporting sustain
Slide 56: A Trusted Partner
A TRUSTED PARTNER STRENGTHEN OUR CSR COMMITMENT WITH SMES AND OUR SOCIAL ETHICS PROGRAMME COMPLIANCE Promoting local products – “Le Meilleur d’ici” promotes local products from a 80 km radius around the store and can be found in 441 Casino hypermarkets and supermarkets (37 in 2011) • 800 local produ
Slide 57: Environmentally Proactive
ENVIRONMENTALLY PROACTIVE Reducing greenhouse gas emissions – The Group’s electrical power consumption in France has fallen by 9% thanks to the • Implementation of Energy Performance Contracts with GreenYellow: 90% of Casino hypermarkets have signed an EPC enabling them to cut annual power consumpti
Slide 58: Local Corporate Citizen
LOCAL CORPORATE CITIZEN STRENGTHEN SOLIDARITY ACTIONS A long-term commitment to food banks – 10,900 tonnes of food donated to food banks – 5,025 tonnes in France, an increase of 6% of stores donations vs. 2012 Diversified solidarity partnerships – Implementation of the “Casino is Mobilising Against
Slide 59: Corporate Governance
Highlights and perspectives Results Conclusion Corporate Corporate social responsibility Governance CORPORATE GOVERNANCE Jacques DUMAS Jacques DUMAS Resolutions Statutory and merger auditors’ reports 59
Slide 60: Organisation and Procedures of the Board of Directors
ORGANISATION AND PROCEDURES OF THE BOARD OF DIRECTORS Over the period, your company has remained very alert in regard to the application of good corporate governance as shown in particular by: – The board Directors membership (14 members) of which : • 6 independent members, ie. 40% above threshold o
Slide 61: Organisation and Procedures of the Board of Directors
ORGANISATION AND PROCEDURES OF THE BOARD OF DIRECTORS Board membership: 14 directors (after the General Meeting and approval of the proposed mandates) – Jean-Charles Naouri, Chairman and Chief Executive Officer 6 independent members: – Sylvia Jay – Catherine Lucet – Rose-Marie Van Lerberghe (lead Di
Slide 62: Organisation and Procedures of the Board of Directors
ORGANISATION AND PROCEDURES OF THE BOARD OF DIRECTORS Board membership 4 other representatives of majority shareholder – Didier Carlier (Representative of Euris) – Gérard Koenigheit (Representative of Matignon Diderot) – Didier Lévêque (Representative of Foncière Euris) – Michel Savart (Representati
Slide 63: Organisation and Procedures of the Board of Directors
ORGANISATION AND PROCEDURES OF THE BOARD OF DIRECTORS A good governance reflected equally by: – The two Board of Directors special Committees: • Neither the Chairman and Chief Executive Officer, nor any other representative are members of the Committees of which presidency is ensured by independent
Slide 64: Organisation and Procedures of the Board of Directors
ORGANISATION AND PROCEDURES OF THE BOARD OF DIRECTORS A good governance reflected equally by: – The works performed by the Board and its Committees In addition to its regular responsibilities, the Board received updates on the Board of Directors process of gaining effective control of Monoprix and o
Slide 65: Organisation and Procedures of the Board of Directors
ORGANISATION AND PROCEDURES OF THE BOARD OF DIRECTORS A new assessment of the Board’s organization and the procedures was conducted end of 2013 – The comments and observations made by the Directors reveal that the organization and practices of the Board of Directors are fully satisfactory with regar
Slide 66: Organisation and Procedures of the Board of Directors
ORGANISATION AND PROCEDURES OF THE BOARD OF DIRECTORS Directors’ fees – The total fee for a director has been unchanged since 2003: • €25,000 comprising a fixed fee of €8,500 and a variable fee up to €16,500 based on meeting attendance • The total fee is reduced by half for directors representing th
Slide 67: General Management: Chairman and Chief Executive Officer
GENERAL MANAGEMENT THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER Chairman and Chief Executive Officer’s – In a highly competitive and fast-changing environment, the roles of Chairman of the Board of Directors and Chief Executive Officer were combined in 2005 (both held by Mr Jean-Charles Naouri) to stren
Slide 68: General Management: Remuneration of the Chairman and CEO
GENERAL MANAGEMENT THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER Remuneration of the Chairman and Chief Executive Officer – A fixed remuneration of EUR 480,000 compared with EUR 700,000 previously. – A performance-related remuneration up to a maximum of 100% of the fixed proportion (i.e. EUR 480,000 comp
Slide 69: General Management: CEO Compensation Consultative Opinion
GENERAL MANAGEMENT CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION – CONSULTATIVE OPINION OF GENERAL MEETING In the fourth resolution, shareholders are asked to give a consultative opinion on the components of compensation due or paid to the Chairman and Chief Executive Officer by the Company and
Slide 70: General Management: Executive Committee
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee – The Executive Committee, in addition to Chairman and Chief Executive Officer, comprises 11 members representing the main operating and support Group Head Offices in France and abroad – Headed by the Chairman and Chief Executive Officer, th
Slide 71: Executive Committee: Jean-Charles Naouri
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Jean-Charles Naouri Chairman and Chief Executive Officer 71
Slide 72: Executive Committee: Yves Braibant
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Yves Braibant Chief Executive Officer, Big C Thaïland 72
Slide 73: Executive Committee: Hervé Daudin
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Hervé Daudin Merchandise and Supply Chain Director Chairman of the Board of EMCD 73
Slide 74: Executive Committee: Yves Desjacques
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Yves Desjacques Human Resources Director 74
Slide 75: Executive Committee: Carlos Mario Giraldo
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Carlos Mario Giraldo Chief Executive Officer, Éxito in Colombia 75
Slide 76: Executive Committee: Antoine Giscard d'Estaing
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Antoine Giscard d’Estaing Chief Financial Officer 76
Slide 77: Executive Committee: Ronaldo Iabrudi
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Ronaldo Iabrudi GPA Chief Executive Officer 77
Slide 78: Executive Committee: Stéphane Maquaire
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Stéphane Maquaire Chief of Monoprix Board Executive 78
Slide 79: Executive Committee: Jean-Paul Mochet
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Jean-Paul Mochet Chief Executive Officer of Franprix 79
Slide 80: Executive Committee: Tina Schuler
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Tina Schuler Chief Executive Officer of Leader Price 80
Slide 81: Executive Committee: Arnaud Strasser
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Arnaud Strasser Corporate Development and Holdings Director Vice Chairman of CBD in Brazil 81
Slide 82: Executive Committee: Gérard Walter
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Gérard Walter Chief Executive Officer of Géant Casino Hypermarkets 82
Slide 83: Executive Committee: Julien Lagubeau
GENERAL MANAGEMENT EXECUTIVE COMMITTEE Executive committee membership Julien Lagubeau Committee Secretary Director of Planning and Strategy 83
Slide 84: Resolutions
Highlights and perspectives Results Conclusion Resolutions Corporate social responsibility Daniel MARQUE Corporate Governance RESOLUTIONS Daniel MARQUE Statutory auditors’ reports 84
Slide 85: Proposed Resolutions: Financial Statements and Dividend
PROPOSED RESOLUTIONS ORDINARY GENERAL MEETING First and second resolutions – Approval of the Company’s financial statements and consolidated financial statements for the year ended 31 December 2013 showing net profit for the year of €432m and €851m, respectively Third resolution – Appropriation of n
Slide 86: Proposed Resolutions: CEO Compensation Opinion
PROPOSED RESOLUTIONS ORDINARY GENERAL MEETING Fourth resolution – Opinion on the components of the compensation of M. Jean-Charles Naouri, Chairman and Chief Executive Officer: Amount due or paid in respect of Components of compensation 2013 Fixed salary € 480,000 Annual variable compensation € 515,
Slide 87: Proposed Resolutions: Re-elections and Share Buyback
PROPOSED RESOLUTIONS ORDINARY GENERAL MEETING Fith to ninth resolutions – Re-election of MM Gérald de Roquemaurel, David de Rothschild and Frédéric Saint-Geours as well as the companies Euris and Foncière Euris • Re-election for a three-year term Tenth resolution – Renewal of the authorisation to im
Slide 88: Proposed Resolutions: Absorption of 7 Subsidiaries
PROPOSED RESOLUTIONS EXTRAORDINARY GENERAL MEETING Fourteenth to eighteenth resolutions – Absorption of 7 subsidiairies: the companies Chalin, Codival, Damap’s, Faclair, Kéran, Mapic and Matal Net assets transferred Absorbed company In € Chalin 2,489,846 Codival 2,186,300 Damap’s 1,386,328 Faclair 1
Slide 89: Proposed Resolutions: Remunerations of Capital Contributions
PROPOSED RESOLUTIONS EXTRAORDINARY ORDINARY GENERAL MEETING Remunerations of capital contributions – Exchange ratios determined on the comparisons of companies (restated net asset value, market share price, net earnings and cash flows) Number of Number of Absorbed shares to be Exchange ratio Casino
Slide 90: Proposed Resolutions: Powers to Carry Out Formalities
PROPOSED RESOLUTIONS ORDINARY GENERAL MEETING Nineteenth resolution – Powers to carry out formalities 90
Slide 91: Statutory and Merger Auditor's Reports
Highlights and perspectives Results Conclusion Statutory and Corporate social responsibility merger auditor’s Corporate Governance Resolutions reports STATUTORY AND MERGER AUDITOR’S REPORTS 91
Slide 92: Statutory Auditors' Reports
STATUTORY AUDITORS’ REPORTS TO THE ORDINARY GENERAL MEETING On: – the annual financial statements – the consolidated financial statements On regulated agreements and commitments with related parties On the report of the Chairman of the Board of Directors on corporate governance and internal controls
Slide 93: Report on the Annual Accounts
RAPPORT SUR LES COMPTES ANNUELS (PAGE 158 OF THE 2013 REGISTRATION DOCUMENT) Opinion on the financial statements • Unqualified opinion without any emphasis of matter on the consistency, sincerity and true image provided by the accounts drawn up in accordance with French accounting Registration docum
Slide 94: Report on the Consolidated Accounts
RAPPORT SUR LES COMPTES ANNUELS (PAGE 70 OF THE 2013 REGISTRATION DOCUMENT) Opinion on the financial statements • Unqualified opinion without any emphasis of matter on the consistency, sincerity and true image provided by the accounts drawn up in accordance with IFRS Registration document • Consolid
Slide 95: Report on Regulated Agreements and Commitments
REPORT ON REGULATED AGREEMENTS AND COMMITMENTS (PAGES 183 TO 185 OF THE 2013 REGISTRATION DOCUMENT) New authorizations • None Previous, already approved agreements Of which execution continued during the financial year • With Monoprix: Cashflow agreement (interest result of €145k) • With Mercialys:
Slide 96: Report on the Chairman's Report on Internal Controls
REPORT ON THE CHAIRMAN'S REPORT ON INTERNAL CONTROLS (PAGE 235 OF THE 2013 REGISTRATION DOCUMENT) Conclusion • No observations on disclosures on internal control and risk-management procedures with regard to accounting and financial disclosures • Affidavit of inclusion of other disclosures required
Slide 97: Reports of the Capital Contributions and Merger Auditor
REPORTS OF THE CAPITAL CONTRIBUTIONS AND MERGER AUDITOR TO THE EXTRAORDINARY GENERAL MEETING Resolution n° 11,12,13,14,15,16,17 and 18 Values of capital contributions – No particular benefit Mergers & absorptions – Value of contributions is not overestimated and the value of securities contributed i
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