Casino Guichard Perrachon – AGM 17 June 2020
FINANCIAL SITUATION
On 23 May 2019, Casino was informed by its reference shareholder, Rallye, of the opening of safeguard proceedings related to respectively Rallye and its subsidiaries Cobivia and HMB, as well as Foncière Euris, Finatis and Euris. On 2 March 2020, Rallye, Foncière Euris, Finatis and Euris announced that the Paris commercial court had approved their safeguard plans on 28 February 2020.
In this context, no dividend is proposed in accordance with Proxinvest request for several years (resolution 3).
BOARD OF DIRECTORS
The elections and re-elections of directorships were an opportunity to improve the Board's independence. Unfortunately, this is not the case with the election of Fimalac, where Jean-Charles Naouri is member of the Board, and which is linked to Casino by an agreement (resolutions 9 to 15).
REMUNERATION
It is proposed to amend the remuneration policy approved by the shareholders in 2019 in order to allow the payment of an "additional remuneration" of €655,000 to Jean-Charles Naouri to take into account his contribution to the completion of strategic operations for the Group's transformation and debt reduction in connection with the asset disposal plan. Given that this work falls within the scope of the duties of a Chairman-CEO and was carried out to enable him to refinance his own controlling holding companies, this additional remuneration is incomprehensible and unacceptable.
The approval of the Directors' compensation policy also revealed that it may include compensation granted to independent Directors to examine points relating to the safeguarding of the parent companies. The mission of the Directors is not the safeguarding of the parent companies but of Casino. By creating this type of remuneration, Jean-Charles Naouri is diverting the Directors from their mission and aligning their remuneration with his personal patrimonial interests (resolutions 4 to 8).
Casino Guichard-Perrachon is a food retailer based in France. Co. operates hypermarkets, supermarkets, discount stores, convenience stores and cafeterias. Co.'s stores are discount stores selling groceries and consumer goods, and providing services like financial and insurance services, real estate, and restaurants. Co. operates hypermarkets under the brand Geant Casino; urban and rural supermarkets under the brand Casino Supermarches; city-centre supermarkets under the brand Monoprix; convenience/national superettes under the brands Petit Casino, Vival and Spar; covenience-paris area stores under the brand Marche Franprix; and discount stores under the brand Leader Price.
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