3 - Groupe Casino

Transcription

3 - Groupe Casino

REGISTRATION
DOCUMENT
2011
SUMMARY
1 Presentation of the Casino Group ...... 3
4 Parent company financial
statements ................................... 153
1.1. Financial Highlights
4
1.2. Significant events of the year
4
4.1. Statutory Auditors’ Report on the annual
financial statements
154
1.3. Business and strategy
6
4.2. Financial statements
155
4.3. Notes to the income statement
and balance sheet
160
4.4. Five-year financial summary
176
4.5. List of subsidiaries and associates
177
1.4. Real estate and investments
16
2 Management report ......................... 19
Financial Highlights
20
4.6. Statutory Auditors’ special report
on regulated agreements and commitments
with related parties
180
2.1. Business Review
21
2.2. Parent Company Business Review
28
2.3. Subsidiaries and Associates
31
2.4. Subsequent Events
36
2.5. Outlook for 2012 and conclusion
37
5.1. Board of Directors
184
2.6. Share Capital and Share Ownership
38
5.2. Management
207
2.7. Risk factors and Insurance
49
5.3. Auditing of Financial Statements
212
2.8. Environmental Report
54
5.4. Chairman’s Report
213
2.9. Employment Report
58
5.5. Statutory Auditors’ Report
228
5.6. Appendix: Board of Directors’ Charter
229
5 Corporate governance................... 183
3 Consolidated financial statements .... 67
6 General Meeting ............................ 237
on the consolidated financial statements
68
3.2. Consolidated financial statements
69
3.2.1. Consolidated income statement
69
3.2.2. Consolidated statement
of comprehensive income
70
3.2.3. Consolidated balance sheet
71
3.2.4. Consolidated statement of cash flows 72
3.2.5. Consolidated statement
of changes in equity
74
3.3. Notes to the consolidated
76
6.1. Proposed resolutions
238
7 Additional information .................... 243
7.1. General information
244
7.2. History of the Company and the Group
249
7.3. The market for Casino securities
252
7.4. Store network
253
7.5. Persons responsible for the Registration
Document and annual financial report
255
7.6. Table of correspondence –
Registration Document
257
annual financial report
259
KEEPING
AHEAD IN A
CHANGING
WORLD
Casino is a leading food retailer
in France and abroad.
At 31 December 2011,
it operated a total of 11,745 stores
in various retail formats.
In France, which accounts for 55% of revenue
and 48% of trading profit, Casino operates
122 hypermarkets (1), 830 supermarkets (1),
608 discount stores, 7,458 convenience
stores and 293 cafeterias. In the international
markets, which account for 45% of revenue
and 52% of trading profit, Casino operates in
eight countries (Brazil, Colombia, Thailand,
Argentina, Uruguay, Vietnam, Madagascar and
Mauritius) and operates a total of 2,295 stores
including 365 hypermarkets. 94% of international consolidated revenue comes from
South America and Asia, its two core international regions. Casino holds leadership or
co-leadership positions in both regions.
In 2011, consolidated revenue totalled
€34 billion, an increase of 18.2% on 2010,
while net earnings (continuing operations),
group share were up 6.4% to €577 million.
(1) Excluding international affiliates.
The original French version of this translated Registration Document was filed with the Autorité des Marchés Financiers (AMF)
on April 16, 2012 under number D. 12-0355, in accordance with article L. 212-13 of the AMF’s General Regulations. It may
be used in connection with a financial transaction provided that is accompanied by an Information Memorandum approved
by the Autorité des Marchés Financiers. It was prepared by the issue and its signatories assume responsibility for it.
This document is a free translation from French into English and has no other value than an informative one. Should there be
any difference between the French and the English version, only the text in French language shall be deemed authentic and
considered as expressing the exact information published by Groupe Casino.
KEY FIGURES
2011
1, 548 million
45 %
of sales generated
outside France
euros in trading profit
4
key countries
in international
markets: Brazil,
Colombia,
Thailand, Vietnam
307,000
employees
worldwide
34 billion
11,745
stores of which 9,450 in France
euros in consolidated
net sales
FRANCE
COLOMBIA
BRAZIL
THAILAND
1
PRESENTATION
OF THE CASINO GROUP
1.1. Financial Highlights ............................................... 4
1.2. Significant events of the year................................
r
4
1.3. Business and strategyy .......................................... 6
1.4. Real estate and investments .............................. 16
1
PRESENTATION OF THE CASINO GROUP
1.1.
Continuing operations
Reported
change
Organic
change (1)
€ millions
2011
2010*
Revenue
34,361
29,078
+18.2%
+6.3%
EBITDA (2)
2,287
1,953
+17.1%
+3.6%
Trading profit
1,548
1,300
+19.1%
+3.0%
577
542
+6.4%
(9)
(9)
568
533
+6.5%
565
529
+6.8%
1,416
1,188
Profit from continuing operations, attributable
to equity holders of the parent company
Profit from discontinued operations, attributable
to equity holders of the parent company
Total net profit attributable to equity holders
of the parent company
Underlying profit (3) attributable to equity holders
of the parent company
Cash flow
* The 2010 published financial statements have been adjusted following the final fair value adjustments to the Nova Casa Bahia merger.
(1) Based on a comparable scope of consolidation and constant exchange rates, excluding the impact of asset disposals.
(2) EBITDA = Earnings before interest, taxes, depreciation and amortisation.
(3) Underlying profit corresponds to profit from continuing operations adjusted for the impact of other operating income and expense, non-recurring financial items
and non-recurring income tax expense/benefits.
Debt and equity
2011
2010
Equity (before appropriation)
9,383
9,050
Net debt
5,379
3,845
Net debt to EBITDA ratio
2.35x
1.97x
€ millions
1.2.
Significant events of the year
■
On 6 January 2011, Casino announced its acquisition of
the Charle brothers’ remaining 16.56% interest in Cdiscount,
thereby raising its stake to 99.6%. The Charle brothers, who
are planning to pursue other business projects, will also give
up their operating responsibilities at Cdiscount.
■
Further to the agreement signed in November 2010 with
Carrefour, Big C Thailand acquired Carrefour Thailand’s
operations on 7 January 2011. Consisting of a portfolio
of 42 stores (including 34 hypermarkets) and 37 shopping
centres, the acquisition has enabled Big C to become the
co-leader in the Thai hypermarket segment. The portfolio
was acquired for a total of €857 million.
4
Casino Group | Registration Document 2011
■
On 4 February 2011, after the initial ruling issued in Casino’s
favour in July 2009, the Court of Arbitration rejected the
Baud family’s claim for payment of Franprix and Leader Price
dividends for 2006 and 2007, due to the observed errors
and irregularities in their financial statements. As a result of
this decision, Casino was required to pay only €34 million,
corresponding to (i) the Franprix and Leader Price dividends
for 2008, (ii) contingent consideration for the Franprix and
Leader Price shares previously acquired by Casino and
(iii) late interest over and above the €18 million already paid
to the Baud family. This €34 million is significantly less than
the €67 million previously recorded under “Other current
liabilities”.
Significant events of the year
■
On 31 March 2011, shareholders of GPA approved the
issue of 1.4 million preferred shares to Casino at the price
of BRL 62.43 per share (1), for an aggregate amount of
BRL 85 million (€36 million). The issue was completed in May
after GPA shareholders exercised their pre-emptive rights.
Casino received 626,360 shares and BRL 45 million in cash.
Casino’s Board of Directors then met on 12 July 2011 in
order to review the terms of the financial proposal planned
by the Diniz group, Carrefour and Gama, which was publicly
disclosed on 28 June 2011. Based on the review, the Board
unanimously agreed, with the exception of Mr Abilio Diniz who
did not take part in the vote, that the project was contrary to
the interests of GPA, its shareholders and Casino.
This issuance, which follows those announced on 4 May 2009
and 21 June 2010, was carried out in accordance with the
agreement signed in May 2005 with the Abilio Diniz family.
Under the terms of this agreement, in late 2006, Casino
contributed to GPA the goodwill arising on its successive
investments in the company. Amortisation of this goodwill will
generate tax savings for GPA every year over an estimated
six-year period, starting from 2008. In exchange for the
contributed goodwill, GPA agreed to pay 80% of the tax
savings back to Casino in the form of newly issued GPA
preferred stock.
■
■
On 18 May 2011, Casino successfully carried out a
new €850 million issue of 10-year bonds. As part of the
transaction, €300 million of the bonds maturing in February
2012 (with a coupon of 6.0%), April 2013 (with a coupon
of 6.375%) and April 2014 (with a coupon of 4.875%) were
exchanged. The new €850 million bond due 2021 has a
4.726% coupon, equivalent to mid-swap rate plus 130 basis
points. Amply oversubscribed, the issue raised additional
financing of €530 million. The average bond maturity of the
Group’s bond debt was extended to 4.6 years, from 3.4 years
previously, and its average financing cost optimised.
As of end-May 2011, articles began to emerge in the
Brazilian and French press concerning negotiations under
way between the Diniz group (Casino’s Brazilian partner),
the Carrefour group and Gama 2 SPE Empreendimentos e
Participaçoes (“Gama”) – an investment vehicle wholly-owned
by a fund managed by BTG Pactual due to be capitalised by
the Brazilian Development Bank (BNDES). These negotiations
concerned a plan, prepared without any prior consultation
of GPA’s two shareholders nor their agreement, to merge
Carrefour’s Brazilian assets with those of GPA in an equallyowned joint venture and for Gama to become a reference
shareholder of Carrefour. Such a merger would constitute
a breach of the shareholder agreements signed in 2006
between the Diniz family and Casino relating to their jointlycontrolled company Wilkes.
Consequently, on 30 May and 1 July 2011, Casino filed
two requests for arbitration with the International Chamber
of Commerce against the Diniz group stating that any
project involving GPA’s future must take place in strict
compliance with the shareholders’ agreement entered into
on 27 November 2006 concerning their jointly-controlled
company Wilkes, which is GPA’s holding company.
1
On 13 July 2011, Casino noted that Mr Diniz, BTG Pactual
and Carrefour had withdrawn their proposal.
In June, Casino acquired nine million GPA preferred
shares (representing 3.4% of the company’s capital) for
USD 382 million (€263 million), thereby raising its stake
to 37.1%. After the 30 June 2011 close, an additional
15.8 million preferred shares representing 6.1% of GPA’s
capital were acquired for USD 792 million (€547 million),
raising the Group’s interest to 43.2%.
With these increases in participation, Casino reaffirmed
its commitment towards GPA and its confidence in the
company’s management team, while demonstrating its intent
to strengthen GPA’s long term development as well as the
Group’s positioning in high-growth markets.
The acquisitions did not change the corporate control of
GPA, which is still controlled by Wilkes, in accordance with
the provisions contained in both the Wilkes’ Shareholders
Agreement, dated as of 27 November 2006, and the GPA’s
one, dated as of 20 December 2006.
■
On 29 June 2011, Exito announced the signature of a
contract to acquire Casino’s interest in Disco and Devoto
for a total amount of USD 746 million (€548 million).
At the same time, to finance its expansion plan (including the
acquisition of Casino’s stakes in Disco and Devoto), Exito
announced its intention to issue up to USD 1.4 billion in new
shares in Colombia.
This two-stage transaction attests to the Group’s strategic
ambitions in Hispanic Latin America, one of its key growth
regions.
The acquisition and the share offering were approved by
Exito’s shareholders at general meeting on 6 July 2011.
On 27 September 2011, Almacenes exito subsidiary
of Casino announced the share allocation of its
COP 2,500 billion (USD 1.4 billion) capital increase. The
offer was oversubscribed 2.6x (excluding Casino’s pro-rata
subscription) reflecting strong local and international demand
for the shares in a challenging market environment. Casino
has subscribed its pro-rata participation in the capital
increase, maintaining its stake in Exito at 54.8%.
(1) Corresponding to the average share price weighted by trading volumes over the 15 trading days before the date of notice of the General Meeting.
Registration Document 2011 | Casino Group 5
1
Business and strategy
■
On 31 August 2011, Casino announced the closing of a
medium-term financing for an amount of USD 900 million
(approx. €630 million) with a group of 9 international banks.
This operation, which enables the Group to strengthen its
liquidity and access to competitive financial resources, shows
the quality of Casino’s signature.
■
On 27 September 2011, Casino announced the successful
issue of a €600 million 4.5-year bond. This operation
strengthens the liquidity of the Group and extends the maturity
of its debt, with the purpose of refinancing the end-2011 and
early-2012 debt instalments. This new bond, which will pay
a coupon of 4.47%, has been largely oversubscribed by a
diversified investor base.
■
On 20 October 2011, Big C Thailand announced a capital
increase’s project for up to THB 25 billion (c. €595 million).
Proceeds from the capital increase will be used by Big C in
priority to repay existing debt incurred for the acquisition of
Carrefour’s operations in Thailand. The transaction will also
provide the company with greater financial flexibility, hence
enabling it to implement the next step of its growth strategy.
On 17 November 2011, Big C Thailand announced the
decision of its Board of Directors to postpone the capital
increase’s project due to the exceptional flooding situation
in Thailand.
1.3.
1.3.1. Major milestones in the Group’s history
The Casino banner dates back to 1898, when Geoffroy
Guichard created Société des Magasins du Casino and opened
the first store in Veauche in central France. Just three years
later, in 1901, the first Casino brand products were launched,
thus pioneering the private-label concept.
The Group expanded rapidly until the eve of the Second
World War, opening more than 500 stores in ten years. It
initially focused on the Saint-Étienne and Clermont-Ferrand
regions and during the 1930s expanded its reach down to the
Côte d’Azur. In 1939, the Group managed nine warehouses,
20 plants and almost 2,500 retail stores.
In the 1950s, Casino embarked on a policy of diversifying its
formats and its business activities. The first self-service store
opened in 1948, the first Casino supermarket in 1960, the first
Casino Cafétéria in 1967 and the first Géant hypermarket in
1970. Acquisition of L’Épargne in 1970 extended the Group’s
operations to south-western France.
At the end of the 1970s, Casino broke into the international
markets, launching a chain of cafeterias in the United States
and then acquiring 90 cash & carry stores under the Smart
& Final banner in 1984.
The mid-1980s marked a turning point in the Group’s
expansion policy. It adopted a redeployment strategy aimed
at achieving critical mass to improve its resilience in an
increasingly competitive retail industry.
This strategy consisted first and foremost of expanding its
operations in France and refocusing on its core business
6
as a retailer. Between 1985 and 1996, it acquired control of
two retail companies in eastern and southern France, Cédis
and La Ruche Méridionale. It signed partnership agreements
with the Corse Distribution Group and with Coopérateurs
de Normandie-Picardie. In 1992, it took over Rallye’s retail
business comprising hypermarkets, supermarkets and
cafeterias.
The Group also launched a programme to refurbish its
hypermarkets and modernise its convenience store network,
with the aim of repositioning both its corporate image and the
image of its banners. Casino created Spar France in 1996 and
acquired a stake in Monoprix-Prisunic in 1997. It also took
a majority stake in the Franprix and Leader Price banners in
1997, making it the leading retailer in Paris.
As a result of these developments, on the eve of the new
millennium Casino had become one of France’s leading retail
groups.
Leveraging its strong domestic position, the Group then
decided to strengthen its international presence and embarked
on an active international expansion policy.
From 1998 to 2002, it acquired a large number of retail
companies in South America (Libertad in Argentina, Disco
in Uruguay, Exito in Colombia, CBD in Brazil and Cativen in
Venezuela), Asia (Big C in Thailand, Vindémia in Vietnam),
the Netherlands (Laurus, now Super de Boer) and the Indian
Ocean region (Vindémia in Reunion, Madagascar, Mayotte
and Mauritius).
It also moved into Poland and Taiwan, opening its first Polish
hypermarket in Warsaw in 1996 followed by a Leader Price
store in 2000, and its first hypermarket in Taiwan in 1998.
Since 2000, Casino has strengthened its presence in France in
the most buoyant formats and expanded in its most promising
international markets.
In France, Casino has adapted its business mix to meet
changing market trends, first by strengthening its positioning in
convenience and discount formats through major acquisitions.
In 2000, it acquired a stake in online retailer Cdiscount and
raised its interest in Monoprix to 50%. In 2003, Casino and
Galeries Lafayette renewed their partnership in Monoprix.
At the end of 2008, the strategic agreement between the
two partners was extended until 2012. In 2004, the Group
increased its interest in Franprix Holding to 95% and in Leader
Price Holding to 75%. Since 2009, it has owned 100% of
both companies.
Secondly, Casino also began to develop other businesses
connected with retailing, such as financial services and
commercial real estate. In 2001, it joined forces with LaSer
Cofinoga to create Banque du Groupe Casino. In July 2010,
it signed a partnership agreement in financial products and
services with Groupe Crédit Mutuel-CIC, which will increase
1
its interest in Banque Casino to 50%, with Casino owning
the remaining 50%. In 2005, the Group’s shopping centre
properties were spun off into a new subsidiary, Mercialys,
which was floated on the stock exchange.
In the international markets, Casino began to refocus its
business on two core regions, South America and Southeast
Asia, to capitalise on their strong growth potential. From
2005 to 2007, the Group acquired joint control of the GPA
Group in Brazil, and became majority shareholder of Exito in
Colombia and Vindémia in the Indian Ocean region. In 2010,
the partnership between GPA and Casas Bahia, Brazil’s leading
non-food retailer, and Big C’s acquisition of Carrefour Thailand
(42 stores) significantly increased the Group’s footprint in these
two regions, which are the main pillars of its international
development.
In 2006, Casino sold its Polish retailing businesses and its 50%
interest in its Taiwanese subsidiary Far Eastern Géant, followed
by its interest in Smart & Final in the USA in 2007. In 2009,
Casino sold its 57% interest in Dutch retailer Super de Boer.
In 2010, the Venezuelan government ordered the nationalisation
of Exito hypermarkets operating in Venezuela. The Bolivarian
Republic of Venezuela acquired 80% of Cativen with casino
retaining 20% to provide its operational support.
1.3.2. Business and strategy
a. Group profile in 2011
Casino is a leading food retailer in France and abroad. At
31 December 2011, it operated a total of 11,745 stores in
various formats.
In France, which accounts for 55% of revenue and 48%
of trading profit, Casino operates 122 hypermarkets (1),
830 supermarkets (1), 608 discount stores, 7,458 convenience
stores and 293 cafeterias. In the international markets, which
account for 45% of revenue and 52% of trading profit, Casino
operates in eight countries (Brazil, Colombia, Thailand,
Argentina, Uruguay, Vietnam, Madagascar and Mauritius) and
operates a total of 2,295 stores including 365 hypermarkets.
94% of international consolidated revenue comes from South
America and Asia, its two core international regions. Casino
holds leadership or co-leadership positions in both regions.
In 2011, consolidated revenue totalled €34 billion, an increase
of 18.2% on 2010, while net earnings (continuing operations),
group share were up 6.4% to €577 million.
b. Business and strategy in France
Casino is France’s third largest food retailer with about 12.9%
market share (2). The Group stands out in the French retail
world for its multi-format structure and its heavy weighting
to convenience and discount stores. Casino also pursues a
strategy of differentiating its banners to meet new customer
expectations. Lastly, it has a dual retailing and property
development business model.
The French operations generated revenue of €18,748 million
in 2011 and trading profit of €750 million, giving a trading
margin of 4.0%.
(1) Excluding international affiliates.
(2) Source: KantarWorld Panel (formerly TNS).
1
From mass market to precision retailing
The French retailing market is gradually evolving, driven by
changing lifestyles and socio-demographic trends such as
an aging population, smaller families, family members leading
separate lives and growing individualisation of lifestyles. This
has led to a greater diversity of retail formats and concepts,
providing an alternative to the historically dominant hypermarket
model, a broader and more segmented product offering and
more individualised contact with consumers.
In this environment, the Group’s multi-format structure and
its heavy weighting to convenience and discount formats are
a definite competitive advantage.
In 2011, the Group operated a total of 9,450 stores covering
all food retailing formats. Convenience and discount stores
are the most popular formats, accounting for 61% of revenue
in France.
Number of stores by format
(at 31 December 2011) (1)
Format/
Positioning
Number
of stores
HYPERMARKETS
127
URBAN AND RURAL SUPERMARKETS
422
CITY-CENTRE SUPERMARKETS
514
A differentiating strategy
for precision retailing
Casino has chosen to develop a “precision” retailing approach
to provide a tailored response to the expectations of different
consumer groups. This strategy is reflected in a targeted
positioning for each banner, sustained development of
private-label goods and a personalised marketing approach
developed in exclusive association with dunnhumby.
A targeted positioning for each banner
Each banner has a different sales strategy, giving it a unique
positioning much appreciated by consumers.
Convenience stores
There are four convenience store banners:
¾ Casino Supermarkets
Casino Supermarkets operate in town centres or rural areas,
with a total of 422 stores. They are concentrated in three main
regions – the Rhône Valley, Greater Paris and south-western
France – which account for more than 75% of its total stores.
Casino Supermarkets have an average selling area of
1,600 sq.m. offering mainly food products (91% of revenue),
more than 45% of which are Casino brand goods, plus a small
non-food offering. The banner’s positioning is based on a triple
commitment – fair prices, guaranteed quality and convenience.
CONVENIENCE - PARIS AREA
897
11 Casino Supermarkets were opened in France in 2011. Total
revenue for the year amounted to €3,619 million, an increase
of 1.6% (excluding petrol).
DISCOUNT
608
¾ Monoprix
CONVENIENCE/NATIONAL SUPERETTES
6,561
Monoprix is the leading town centre food retailer, with
514 stores at end 2011.
Breakdown of sales by format
(at 31 December 2011)
Cdiscount
6%
Others
2%
FranprixLeader Price
24%
Superettes
8%
Monoprix
11%
Géant Casino
30%
Casino
Supermarkets
19%
Its expertise in town centre retailing is reflected first and
foremost in its stores.
Its Citymarché concept, which has an average selling area of
1,800 sq.m. is designed to appeal to an active urban, mainly
female, clientele. It stands out for its very broad and innovative
offering (up to 60,000 items) in both food and non-food, with
a wide range of private-label products. Monoprix’s know-how
is also based on its reputation as a live testing-ground for all
new trends.
While food sales account for two-thirds of the banner’s
revenue, which totalled €3,946 million in 2011, one third comes
from fragrance, apparel and household/leisure products.
Monoprix has established solid leadership in cosmetics and
personal care products thanks to a distinctive distribution
channel midway between selective boutiques and mass
retailers.
(1) Including international affiliates (of which: 5 Géant Casino Hypermarkets, 32 Casino Supermarkets, 74 Monoprix stores).
8
Monoprix has also developed concept stores:
■
■
■
■
Monop’ is an ultra-convenience concept unrivalled in France.
With a selling area of 150 to 300 sq.m., these practical,
welcoming stores provide a varied offering that meets basic
daily needs as well as pleasure purchases. Monop’ operates
in busy urban areas and is open six days a week from nine
a.m. to midnight to cater to an active urban clientele.
Beauty Monop’ is a store entirely dedicated to beauty and
hygiene products. Aimed at men as well as women, Beauty
Monop’ offers a broad selection of national brand products,
designer brands and alternative brands that are usually sold
in pharmacies.
Dailymonop’ combines fast food with ultra-freshness. With
an average selling area of 50 to 100 sq.m. it offers a broad
range of snacks, ready meals, dairy products, beverages,
fruit and desserts, enabling consumers to choose a different
menu every day.
Monop’Station is a new concept that first opened in late
2011 in three regional railway stations (Strasbourg, Chartres
and Thionville). The stores stock the main Monop’ and
Dailymonop’ items for the convenience of travellers.
In 2008, Monoprix expanded its position in the booming
organic segment with the acquisition of Naturalia, the leading
specialist retailer of organic products in the Paris region with
55 outlets offering more than 5,000 items.
In 2011, Monoprix pursued an active expansion policy across
all its formats, opening a total of 33 new outlets including
2 Citymarché, 19 Monop’, 3 Monop’Station and 6 Naturalia
stores. Naturalia also acquired 3 organic product stores called
Serpent Vert.
1
In 2011, Franprix continued its controlled expansion strategy,
opening 67 new outlets. At the end of the year, it operated
a total of 897 stores. Franprix also continued its renovation
programme.
In 2011, Franprix’s business volume (1) totalled €1,935 million.
¾ Superettes
There are three superette banners: Petit Casino, Vival and Spar.
Petit Casino is the Group’s historic convenience format. It
projects a friendly, welcoming image and offers an extensive
range of food products including high-quality fresh produce.
The banner is an integral part of local life in urban and
suburban areas.
Vival operates mainly in villages and also projects a friendly,
welcoming image. Alongside a food offering comprising mainly
Casino brand goods, it also offers magazines, newspapers and
tobacco products as well as fax, postal and other services.
Spar operates in urban and suburban areas, offering a range of
food products as well as services such as photo development,
bus tickets, etc.
Recognised expertise in franchising is one of the key strengths
of the superette business model. In ten years, the number
of franchise stores has increased from none to more than
4,700, mainly under the Spar and Vival banners. Franchising
is an excellent growth driver and also provides a high return
on capital.
The network comprises 6,561 stores, covering the whole of
France. The Group is continuing to expand and optimise the
network.
Monoprix’s 2011 consolidated revenue (corresponding to the
Group’s 50% stake) totalled €1,973 million.
With a selling area ranging from 12 to 800 sq.m., the superette
stores posted revenue of €1,485 million in 2011.
¾ Franprix
The superettes are continuing their initiatives in the launching
of new concepts. In the past few years, these include the
development of vending machines with Petit Casino 24 and
Express by Casino in Esso service stations, as well as the
introduction of food corners in airports and train stations.
Franprix is based mainly in Paris and, more recently, in the
centre of large cities in the Rhône Valley and Mediterranean
basin. It is an ultra-convenience format with an average selling
area of 450 sq.m., offering a range of family products with
a balanced mix between the major national brands and the
competitively priced Leader Price label.
Ease of access and flexible opening hours also contribute
to its success.
Franprix has established itself as a powerful, differentiated
concept in the Parisian convenience segment, where it holds
a significant share of the market.
In 2008, to meet consumer demand for modern, convenient
shopping facilities, Franprix launched a new store concept
with a restyled look, a product offering geared more towards
fresh produce and snacks, and longer opening hours.
Two new banners have also been deployed in 2011: Casino
Shop and Casino Shopping.
The superettes are also developing new services such as
“AlloCLivré”, a new grocery delivery service introduced in
2010. Customers can place their orders directly with the store
of their choice using a toll-free number and the groceries are
delivered during the same morning or afternoon. The service
is free and there is no minimum order. All deliveries are made
by electric carrier-tricycle.
(1) Includes all revenue from consolidated companies, associates and franchisees, on a 100% basis.
1
Discount
Leader Price, the Group’s discount banner, operates in urban
and suburban areas across France. It is aimed at price-sensitive
consumers and offers an extensive food range (4,200 items),
including fresh produce, frozen goods and a few core regional
products, more than 90% of which is entirely under the Leader
Price own brand and Le Prix Gagnant value line label.
This distinguishing feature, coupled with low operating costs
and inventory requirements, makes Leader Price a very
attractive franchise concept, with almost half of all stores now
operated under franchise.
Expansion also continued apace, with 27 new stores opened
during the year, bringing the total to 608 at end-December
2011.
Leader Price’s business volume €2,847 million.
(1)
in 2011 totalled
Hypermarkets
Géant Casino’s positioning is based on an enjoyable,
comfortable shopping experience in people-friendly stores,
whose average selling area is 7,000 sq.m. compared with the
market standard of about 9,000 sq.m. It stands apart from
rival banners through its emphasis on private-label products,
its expanded, prominently displayed fresh food offering, and
the development of new non-food universes such as home
decoration and lifestyle.
At end-2011, Géant Casino operated 127 hypermarkets,
mainly in southern France.
As a multi-specialist, Cdiscount offers 100,000 items across
more than 40 stores, organised into major universes such
as leisure and culture, high-tech, IT, household equipment,
footwear and apparel, travel, health and beauty, and services
(financing, insurance, video-on-demand, etc.).
Since its creation, Cdiscount has cultivated a clear positioning
as a specialist in the “Best products at the best prices”.
Its success is underpinned not only by this attractive price
positioning but also by its innovative capability, its highly
competitive cost structure and its fast commercial response.
In 2010, Cdiscount attracted more than 10 million customers.
Its strong momentum was reflected in 14.3% organic sales
growth to €1,098 million.
The Group also continued to promote synergies between
Cdiscount and its banners. The pick-up service introduced
in 2009 enabling Cdiscount customers to collect large items
(over 30 kg) from Géant hypermarkets was extended to Petit
Casino stores for small items under 30 kg. This service is being
introduced progressively in other banners such as Franprix.
Real estate
Mercialys, a 50.4% subsidiary of Casino, is an SIIC (French
style REIT) listed on the stock market since 2005. It is one of
France’s leading real estate investment companies and a major
player in shopping centres. At end 2011, it had a portfolio of
120 properties. It owns the Group’s shopping centres and is
responsible for enhancing their value through the Alcudia/Esprit
Voisin programme (for further details, please see section 1.4
“Real estate and investments”).
Géant Casino has embarked on an ambitious plan to refocus its
non-food offering on the more buoyant and profitable apparel,
home and leisure segments. Alongside the refocusing plan,
store space is being reorganised and scaled down to improve
return on capital employed.
Other businesses
Another key differentiating factor was the launch of Alcudia
in 2008, a plan to capture the value of the Group’s shopping
centres through Mercialys, its dedicated shopping mall
investment company (please see below for further details on
Mercialys).
Casino Restauration was historically positioned in the fast food
segment through its chain of Casino cafeterias.
The Group has developed a number of other retail-related
businesses:
¾ Casino Restauration
Géant Casino’s revenue amounted to €5,623 million in 2011.
In the past few years, it has been repositioning through
innovative concepts such as theme restaurants (Villa Plancha),
takeout foodservice (Cœur de Blé) and corporate foodservice
(R2C: Restauration Collective Casino).
E-commerce
¾ Banque Casino
Cdiscount was founded in 1998 and became a Casino Group
subsidiary in 2000. It is the leading French B to C e-commerce
site, posting dynamic growth in 2011.
Created in 2001 in partnership with Cofinoga, Banque Casino
provides consumer finance and credit service in Géant Casino
hypermarkets, Casino supermarkets and the Cdiscount site.
It has almost one million customers.
10
In 2010, Banque Casino also launched “Casino Banque et
Services”, a new range of financial and insurance products,
such as motor, health and pet insurance. It has been available
since June 2010 in all Géant hypermarkets, as well as some
Casino supermarkets and Petit Casino stores.
In July 2011, the Group obtained a controlling interest in
Banque Casino following the exercise of its call option on
Cofinoga’s interest in the company and sold 50% of its interest
to Crédit Mutuel-CIC. Banque Casino is now 50/50 owned
and jointly controlled by Casino and Crédit Mutuel-CIC.
In October 2011, Banque Casino launched a bank debit card
available to the general public, in partnership with MasterCard.
Cardholders can earn S’Miles points in all affiliated stores.
Sustained development in private-label goods
The Casino Group was a pioneer in private label products,
launching its own brand as early as 1901.
In 1931, it released its first advertising for private label products
with the slogan “Casino, above all a great brand”. In 1959,
the Group began to put sell-by dates on its products, well
before the regulations were introduced, and in 1984, offered
a double money-back guarantee on its products (satisfied or
reimbursed twice).
Since 2005, the Group has stepped up the development of
its own label.
In 2005, the private-label mix was completely overhauled,
including new-look packaging, specific promotional campaigns
(e.g. Gratos) and the development of 340 core items.
In 2006, the private-label platform was consolidated with
the introduction of a new design across the entire range,
an increased presence in the more buoyant markets and
segments such as fresh produce and wines, and the launch
of 451 new products in more specific segments.
2007 was a year of differentiation, with the adoption of higher
quality communications, strong positioning in theme ranges
(e.g. nutrition), and the launch of 500 new products including
cosmetics and confectionery.
Thanks to this sustained development policy, the Casino
brand enjoyed double-digit sales growth from 2005 to 2008.
The brand’s strength lies in its competitive pricing, broad
product range and ability to regularly renew its product lines.
Casino brand products were sold in more than 7,200 stores
in 2011, making it the leading private label in FMCG and
refrigerated products in terms of sales penetration. It now
accounts for close to 45% of total volumes (1).
1
In 2011, the Casino product portfolio comprised more than
13,000 items – including 6,150 food items – covering broad
product ranges, thereby providing a segmented offering
tailored to the latest consumer trends and designed to meet
each consumer’s specific needs. The ranges include Casino
Délice for gourmet food lovers, Casino Ecolabel for shoppers
sensitive to sustainable development issues, Casino Bio for
consumers seeking organic products and Casino Famili for
family shoppers, which also covers both food and non-food
items.
In late 2010, Casino launched “Casino Bien Pour Vous”, a
new well-being range of gluten- and lactose-free products.
It comprises both food and non-food items divided into four
main categories – fitness, protection, specific nutrition and
sport – and already boasts some one hundred items. The
Group has also revamped the packaging of its value-line
label with a new range of daily basics called “Tous les jours”.
Comprising over 1,500 items, the range covers all segments
(food, hygiene, household goods and equipment, and apparel).
Both these new ranges have been available in all Casino stores
(hypermarkets, supermarkets and superettes) since early 2011.
In non-food, the product offering has more than doubled since
2006 and now comprises 7,000 items (excluding textile). The
ranges include Ysiance for health and beauty, Casino Désirs for
household and leisure goods and Tout Simplement for clothing.
The Group’s private label policy also stands out for its
commitment to sustainable development. Casino was the first
retailer to sign the government-sponsored voluntary code of
commitment to nutritional progress in 2008. It was also the
first French retailer to measure the environmental impacts
of its products, introducing the Carbon Index in 2008, an
environmental label that shows the amount of greenhouse
gases generated by a product during the five key stages of its
lifecycle. 599 products already carried the Carbon Index label in
about 7,000 stores. In 2010, Casino also pledged to eliminate
palm oil from its private label goods, representing another
example of its initiatives in nutritional progress and its ability
to meet society’s new concerns. By the end of 2011, more
than 300 Casino products did not contain palm oil anymore.
This initiative is shared by all the Group’s banners in France.
Individualised marketing
Customer loyalty is an important factor in both revenue
growth and margin improvement. Thanks to the loyalty
programme offered in its hypermarkets and supermarkets
and its participation in the S’miles network, the Group has a
solid customer franchise with almost 4 million card holders.
(1) Private and value line FMCG and refrigerated products across all formats (Géant, Casino Supermarkets and convenience stores).
1
In November 2006, Casino signed a partnership with dunnhumby, creating a 50/50 joint venture company. dunnhumby
is a recognised expert in data mining and managing customer
data. Its mission is simple: “Understand the customer better
than anyone else”.
Through this partnership, the Group now has an effective
marketing tool and can exploit data collected from its loyalty
programme to analyse each store’s consumer profile and
build a product offering tailored to each customer type at the
individual store level.
The main areas in which this approach is applied are
pricing policy optimisation, definition of assortment and
communication. The initial initiatives taken in 2007 began to
produce results and were scaled up during 2008. In terms of
assortment, for example, the Casino Délices label launched
in 2008 has proved successful. Communication was also
enhanced with the introduction of personalised statements
for each customer.
In 2009, the Group extended the areas covered by the
“dunnhumby tool” by implementing a more effective
promotional policy and rationalising product ranges to eliminate
low turnover products without impacting revenue.
c. Presentation of international
business and strategy
South America accounted for 76% of international revenue
and 71% of international trading profit in 2011. Brazil and
Colombia are the biggest contributors to South American
revenue, generating 66% and 27% respectively.
South America posted total 2011 revenue of €11,826 million
with a trading margin of 4.8%.
Brazil
Casino has operated in Brazil since 1999, through its subsidiary
Grupo Pão de Açúcar (formerly CBD). Grupo Pão de Açúcar
(GPA) is a historic player in the Brazilian retail market, and
over the past few years has adapted its positioning in food
retailing to meet the needs of consumers whose standard of
living has improved dramatically. Although hypermarkets and
supermarkets still dominate, GPA now has a multi-format,
multi-banner portfolio that caters to a clientele drawn from
all socio-economic backgrounds. It has also been developing
innovative private label goods, which are much appreciated
by consumers, including Qualità, an umbrella brand for food
products, and Taeq, a health and well-being range.
In 2009, GPA acquired Globex and its Ponto Frio banner,
Brazil’s second largest retailer of consumer electronics and
household appliances. In 2010, Globex signed an agreement
with Casas Bahia, Brazil’s leading non-food retailer, making
GPA the unrivalled leader in consumer electronics and
household appliances with a market share of more than 20%.
International business is a powerful growth vector for the
Group, which operates in eight countries with a total of
2,295 stores including 365 hypermarkets. International
revenue totalled €15,613 million in 2011, representing 45%
of the Group total compared with 38% in 2010. The trading
margin was 5.1% in 2011.
With these major strategic initiatives, GPA has consolidated its
position as Brazil’s leading retailer both in food and consumer
durable segments.
The portfolio of international assets has been thoroughly
remodelled. Casino now has a geographic platform
comprised of countries with high growth potential, large,
young populations, fast-growing economies and a largely
fragmented retail structure.
GPA has been proportionately consolidated since 1 July 2005.
Casino owned a 40.1% interest in GPA at end-2011. Ponto
Frio has been consolidated by GPA since 1 July 2009 and
Casas Bahia since 1 November 2010.
Casino now focuses on two core regions: Latin America and
South-East Asia, which accounted for more than 90% of the
Group’s total international revenue in 2011. Its subsidiaries
hold leadership positions thanks to their long-established
store banners and close-to-the-customer relations. Reflecting
this momentum, the two regions both reported a buoyant
performance throughout the year, with organic growth of
13.4% in Latin America and 11.3% in Asia.
Casino also operates in the Indian Ocean region, where it has
a leading position through Vindémia.
Latin America
Casino is the number-one food retailer in South America, with
leading positions in Brazil, Colombia, Argentina and Uruguay.
12
At the end of 2011, GPA operated a total of 1,571 stores,
with strong market positions in Brazil’s two most economically
vibrant states, São Paulo and Rio de Janeiro.
GPA posted consolidated revenue in the accounts of Casino
of €7,794 million in 2011.
GPA posted global revenue of €20,033 million in 2011. GPA’s
shares have been listed on the São Paulo Stock Exchange
since 1995 and the New York Stock Exchange since 1997.
Hypermarkets
¾ Extra: 132 stores
Extra hypermarkets offer a vast range of food products as well
as personal and household equipment, aiming to meet the
demands of as many consumers as possible at the best prices.
Supermarkets
¾ Pão de Açúcar: 159 stores
Pão de Açúcar convenience supermarkets offer a broad
array of high quality produce. Always at the leading edge of
technology, the banner also offers a range of services to meet
the needs of a relatively affluent clientele.
¾ Extra Perto: 204 stores
Extra Perto stores are large supermarkets designed on a
human scale. They provide an extensive food offering as well
as a broad non-food range in modern, pleasant surroundings.
Convenience
¾ Extra Facíl: 72 stores
Extra Facíl superettes are local convenience stores with
a simple, pleasant look. They offer all basic products and
services, with good value for money. From 2012, the majority
of these stores will be converted Into Minimercado Extra,
which offer more services.
Cash and carry
¾ Assaí: 59 stores
Assaí is an “Atacarejo” store, a booming sector in Brazil.
Atacarejo is a combination of “Atacado” or wholesaler and
“Varejo” or retailer. Assaí is aimed at restaurant operators and
the lower income segment, offering a broad range of food
products and a small selection of non-food products.
Other formats
¾ Ponto Frio: 401 stores
Ponto Frio is aimed mainly at the middle income segment. It
provides a broad range of household appliances and furniture,
accompanied by advice and services.
¾ Casas Bahia: 544 stores
Casas Bahia is the leading non-food retailer in Brazil and
focuses on household goods aimed at the lower income
segment. It is hugely successful due to its large range of
competitively priced furniture, household appliances and
consumer electronics. It also owes it success to a broad
geographical reach covering ten States, as well as the quality
of its customer service.
Colombia
Casino has operated in Colombia since 1999 through its
subsidiary Exito. At end-2011, Exito had 351 stores in
64 towns and cities across the country. Most of its stores are
hypermarkets and supermarkets but it also operates in the
convenience and discount segments.
Exito strengthened its position as Colombia’s leading food
retailer in 2007 with the acquisition of Carulla Vivero and is
now number one in all its formats. In 2010, Exito signed a
strategic alliance with the retailer CAFAM, thereby consolidating
Exito’s leadership, with 41% market share, and strengthening
its operations in Bogotá.
1
Under this agreement, 31 CAFAM stores joined the Exito
network at the end of 2010.
Exito intends to consolidate its coverage of large cities, enter
small and mid-size urban markets and develop convenience
formats. It also plans to develop its Bodega banner, which is
aimed at the lower income population.
In 2011, Exito continued its expansion, which focused on
convenience and discount stores, with 64 openings of which
22 Surtimax and 32 Exito Express.
In 2011, Exito’s revenue totalled €3,246 million.
Exito has been fully consolidated since 1 May 2007. Casino
held a 54.8% interest in its share capital at end-2011.
Exito’s shares have been listed on the Bogota Stock Exchange
since 1994.
Hypermarkets
¾ Exito: 80 stores
Exito is a hypermarket banner with stores in 58 towns and
cities. Its food and non-food product offering is tailored to
the needs of all segments of the Colombian population. Exito
stands out for the quality of its textile range. Its private-label
products also enjoy a very good reputation with consumers.
The outlets provide a variety of services including the “Exito
points” loyalty programme, travel and financial services
(insurance).
Supermarkets: 130 stores
¾ Carulla
Carulla is the main supermarket banner and is renowned for
its high quality.
¾ Pomona
Pomona supermarkets are aimed at an affluent clientele
and offer targeted gourmet products. The network operates
mainly in Colombia’s four major cities: Bogotá, Medellín, Cali
and Barranquilla.
The two banners have a joint loyalty programme called
“Supercliente Carulla Pomona”.
Convenience: 54 stores
¾ Exito Express
Exito Express is a new “minimarket” convenience format
offering fast moving consumer goods and fresh produce, as
well as a few household cleaning and textile products.
¾ Carulla Express
Exito’s second “minimarket” format, which also provides
take-out products such as sandwiches, fresh fruit and cakes
and pastries.
1
Discount: 78 stores
Supermarkets
¾ Bodega Surtimax
¾ Disco: 27 stores
Bodega Surtimax is a convenience format located in suburban
areas. The stores offer a comprehensive range of basic
products at low prices, mainly under the Surtimax private label.
They are mainly food stores, but also carry some non-food
lines, including a selection of textiles, household articles and
cleaning products.
Originally a chain of family supermarkets, Disco enjoys
strong recognition throughout the country and focuses on
competitive pricing. Disco stores are conveniently located and
much appreciated by consumers. The two key strengths are
reflected in Disco’s signature: “Ever closer at better prices”.
Other: 9 stores
Devoto was originally a family company and has continued to
develop by opening large modern stores, some of which offer
an extensive non-food range. With its signature “Price and
quality. Always”, Devoto clearly states its strong positioning
focused on affordability but also on product quality and
customer service.
Other banners are intended to converted into Bodega Surtimax
banner.
Argentina
Casino has been present in Argentina since it acquired
Libertad in 1998. The Group developed the Libertad chain of
hypermarkets and launched the Leader Price brand before
creating a network of Leader Price discount stores, which
was sold in 2010.
¾ Devoto: 24 stores
Hypermarkets
¾ Géant: 1 store
Géant is Uruguay’s only hypermarket.
Libertad also operates other specialist retail formats, including
Planet.com and Hiper Casa, as well as a chain of Apetito Fast
Food restaurants.
This 11,000 sq.m store located in the suburbs of Montevideo
offers a broad range of products at the lowest prices in the
country.
In 2011, the Group had a total of 24 stores generating
consolidated revenue of €388 million.
Asia
Hypermarkets
The Group has operated in Asia since 1999, where it now
focuses on Thailand and Vietnam.
¾ Libertad: 15 stores
Libertad is the leading hypermarket chain outside the capital,
operating mainly in large inland cities. It is typically the anchor
store in a shopping centre.
Other: 9 stores
¾ Planet.com
Planet.com is a specialist electronics retailer (computers,
audio, video, photography, etc.), with an average selling area
of about 2,000 sq.m.
¾ Hiper Casa
Hiper Casa sells home and office decoration and equipment
and is the Argentinean leader in this market. It is a benchmark
for consumers seeking quality products and service.
Uruguay
The local market leader since 2000 through its Devoto
subsidiary, Casino has three store banners that enjoy high
brand recognition: Disco, Devoto and Géant.
The Group had 52 stores at end-2011 generating consolidated
revenue of €399 million.
14
In 2011, Asia generated €2,895 million in revenue with a
trading margin of 7.3%.
The region accounted for 19% of international revenue and
27% of international trading profit.
Thailand
The 1999 acquisition of a stake in Big C made Casino the
number-two large-surface food retailer in Thailand.
Big C enjoys the image of a powerful local banner selling
products at cheap prices aligned with local tastes.
The acquisition of Carrefour Thailand’s business effective since
early 2011 has made Big C co-leader in the hypermarket
segment.
There were 221 stores at end-2011, including 108 hypermarkets. Big C operates as many shopping centres as
hypermarkets, reflecting the Casino Group’s aim of exporting
its French “retailing and property development” dual business
model to its key international markets. Big C is also active
on the convenience segment with its 51 “Mini Big C” stores.
In 2011, Big C continued to expand its private label, as well
with Happy Baht value-line as Big C Care well-being ranges.
It also continued to roll out its ambitious customer loyalty
programme “Big Card”, introduced in 2009. Lastly, Big C
has stepped up its expansion, opening 3 hypermarkets and
5 shopping centres, 2 supermarkets Market, 37 Mini Big C
and 21 Pure.
In 2011, Big C generated €2,569 million of revenue.
Big C’s shares have been listed on the Bangkok Stock
Exchange since 1994.
At 31 December 2011, Casino has a 63.2% interest in Big C.
Hypermarkets: 108 stores
Big C hypermarkets offer the lowest prices in the market,
regular promotions and excellent value for money. They also
differentiate themselves from the local stores by making
shopping an enjoyable and pleasant experience (through
in-store events, etc.), thereby encouraging consumers to
return.
1
Vietnam
Vindémia, a Casino Group subsidiary, opened the first
“French-style” hypermarket in Vietnam in 1998 under the Big C
banner. Vietnam is a highly promising market, with a large,
young population of 88 million, a fast-growing economy and
substantial potential for developing modern trade.
At end-2011, Big C had 18 hypermarkets, all located in
shopping centres in line with the Group’s dual development
model implemented both in France and internationally.
Big C outlets stand out for their quality of service, range of fresh
produce and store price image. Big C is the leader in store
price image (source: Nielsen) and the Big C Vietnam brand was
voted third preferred brand by Vietnamese consumers in 2010.
New Cho, a new convenience format, was launched in 2011,
with five outlets. The format is predominantly food-oriented,
offering a large number of fresh and ready-to-eat products. The
stores are open from 6 a.m. to 10 p.m. They have a seating
area with Wi-Fi and also offer free home delivery.
Big C Vietnam posted revenue of €327 million in 2011.
Supermarkets: 12 stores
Big C Junior was launched in 2010, with an average selling
area of 4,000 sq.m.
Other countries
Convenience: 51 stores
The Group operates in the Indian Ocean region through its
Vindémia subsidiary.
Big C operates in the convenience store segment through its
Mini-Big C banner, which aims to attract an urban clientele
seeking to make their daily shopping as quick and easy as
possible.
Other
¾ Pure: 50 stores
Launched in 2008, Pure is a new store concept offering a
range of 4,000 health, beauty and personal care items.
Indian Ocean
Vindémia has a very strong market position in Reunion, which
accounts for more than 80% of sales, but also operates in
Madagascar, Mayotte and Mauritius.
The Group is leader in the region through its multi-format
positioning with Jumbo hypermarkets, Score supermarkets
and Spar convenience stores. It now has a total of 53 outlets.
In 2010, the Group posted consolidated revenue of
€890 million in the Indian Ocean region.
1
Real estate and investments
1.4.
1.4.1. Optimising the property portfolio
Real estate comprises a large part of the Group’s assets with
a value of €7.2 billion at end-2011.
In France, the portfolio is worth €4.7 billion. The International
portfolio is worth an estimated €2.5 billion including €1.6 billion
in store premises and €0.9 billion in shopping centres.
In 2005, the Group embarked on an active strategy to capture
the value of its real estate, by spinning off its shopping
centres to Mercialys, a dedicated retail real estate subsidiary
and a listed company. At end-2011, Mercialys managed a
portfolio worth €2.6 billion comprising 120 assets including
84 shopping centres.
Since the sale of its standard office and warehouse properties
in 2005 and 2006, the Group’s French property portfolio has
comprised two asset classes: investment property (Mercialys’
shopping centres) and food store properties.
Since 2007, the Group has pursued an assertive policy of
turning over its food store assets, by selling properties that
have reached a certain maturity to finance those with high
growth potential. Two major innovative transactions took
place in 2007: (i) the sale to AEW Immocommercial, a property
mutual fund (OPCI) (1), of 250 urban convenience store and
supermarket properties that could no longer be extended
any further, and (ii) the sale of store properties in Reunion to
Immocio, another OPCI owned by the Generali group.
A further transaction was completed in 2008, comprising the
sale of 42 superettes, Casino supermarket and Franprix/Leader
Price store properties to AEW Immocommercial and the sale
of four Casino supermarket properties to another partner.
The Group continued with this policy in 2009, selling further
superette, supermarket and Franprix/Leader Price store
properties in France. It also sold two shopping centres under
its 2007 partnership with real estate investment fund Whitehall.
This partnership, created to develop shopping centres in
Poland, leverages the property development team’s skills
through a dedicated unit called Mayland.
In 2009, Casino created GreenYellow, a wholly-owned
subsidiary involved in photovoltaic (PV) energy. The new venture
leverages the Group’s expertise in property development,
construction and operation, as well as the favourable
geographic location of its stores, a majority of which are in
sunny regions.
In just two years, GreenYellow has become a leading French
player in rooftop PV systems, with an installed base of
50MWc (2) comprising 164,000 panels covering 270,000 sq.m.
of shopping centre and solar canopy rooftops.
This year, Green Yellow is also launching a major program to
reduce energy use in Groupe Casino stores.
(1) A tax-advantaged vehicle in France designed to promote investment in property stocks.
(2) Megawatts-peak.
16
1
1.4.2. Rolling out the dual retailing and property development model
in France and abroad
The Group’s expansion plan in France and abroad is based
on a business model combining retailing with property. This
model underpins the Group’s profitable growth strategy and
meets two key objectives: to increase the appeal of its sites
in order to drive the retail business and to create a portfolio
of valuable assets.
Casino has set up a dedicated department in France called
Casino Immobilier et Développement, which comprises
subsidiaries specialising in areas ranging from land purchase
and property development to property letting and asset value
enhancement:
■
■
Immobilière Groupe Casino (IGC), a wholly owned
subsidiary, holds the Group’s store properties;
Mercialys, owns the Group’s shopping centres in France
and is responsible for operating this high-potential retail
space with the goal of capturing its full value. Mercialys is
one of France’s biggest property companies and a leading
shopping centre operator;
■
Casino Développement coordinates expansion in France
and internationally;
■
IGC Promotion, Onagan and Soderip promote the Group’s
retail space in France;
■
IGC Services manages asset turnover and financial
engineering of the property portfolio;
■
Mayland develops shopping centres in Central and Eastern
Europe;
■
Sudeco manages shopping centre leases;
■
GreenYellow intends to optimise the energy bill of the Group’s
stores.
1.4.3. Enhancing the value of existing assets:
the Alcudia/“Esprit Voisin” programme
Mercialys, the owner of the Group’s shopping centres in
France, aims to redevelop its retail space to meet changing
consumer trends. By renovating and extending high potential
retail space, Mercialys attracts the most active banners and
contributes to enhancing the vitality of Casino’s shopping
centres.
Three years ago, the Group set up the Alcudia plan, a major
programme to enhance the value of its retail properties with
a view to creating both real estate value and business value
in France.
Initiated in 2006, the plan aims to strengthen the appeal of
the Group’s retail properties by extending shopping centres
and creating thriving sites that have their own personality and
are deeply rooted in local life.
The process of reviewing and defining a strategic plan for the
Group’s 109 sites was finalised in 2007 and the operational
rollout phase began in 2008.
In 2009, a major milestone was achieved when Casino
contributed to Mercialys a €334 million portfolio of property
assets comprising 25 Casino development projects and
hypermarket retail and storage space.
In addition, under the Alcudia/Esprit Voisin plan, five sites were
extended and nine converted to the Esprit Voisin concept.
A further milestone was reached in 2010 when Mercialys sold
45 assets for an amount of €120.1 million at the year-end.
These were mature assets comprising mainly service malls,
food stores, individual assets, single store and restaurant
properties, various co-ownership lots and a shopping centre
at Saint-Nazaire considered to have reached maturity.
The Esprit Voisin programme continued with seven completions
in 2010 and eleven in 2011.
Sixteen assets worth €120 million were sold in 2011.
In February 2012, Mercialys announced a new strategic plan
based on its “Fonciere Commerçante” Vision. The plan aims
to improve differentiation, stimulate demand and broaden
the offering.
18
FRANCE
COLOMBIA
BRAZIL
THAILAND
2
MANAGEMENT REPORT
AT 31 DECEMBER 2011
Financial Highlights ............................................. 20
2.1. Business Review
w ................................................ 21
2.2. Parent Company Business Review
w .................... 28
2.3. Subsidiaries and Associates............................... 31
2.4. Subsequent Events ............................................ 36
2.5. Outlook for 2012 and conclusion ....................... 37
2.6. Share Capital and Share Ownership................... 38
2.7. Risk factors and Insurance ................................. 49
2.8. Environmental Report ......................................... 54
2.9. Employment Report ........................................... 58
2
MANAGEMENT REPORT
2011 financial highlights:
2010
adjusted(1)
2011
Reported
change
Total business volume excl. VAT(3)
42,777
50,930
+19.1%
Consolidated net sales
Continuing operations
€ millions
29,078
34,361
+18.2%
Gross profit
7,325
8,954
+22.2%
EBITDA(4)
1,953
2,287
+17.1%
Depreciation and amortisation expense
(653)
(739)
-13.1%
Trading profit
1,300
1,548
+19.1%
Other operating income and expense
Net financial expense, of which:
Finance costs, net
Other financial income and expense
Profit before tax
Income tax expense
Share of profits of associates
Profit from continuing operations
(2)
(157)
(362)
(404)
-11.6%
(345)
(472)
-36.8%
(17)
68
936
987
(214)
(228)
13
(7)
735
751
+2.2%
542
577
+6.4%
Attributable to non-controlling interests
193
174
Attributable to owners of the parent
(9)
(9)
(9)
(9)
0
0
726
742
+2.2%
533
568
+6.5%
193
174
-9.8%
UNDERLYING PROFIT ATTRIBUTABLE
TO OWNERS OF THE PARENT(5)
529
565
+6.8%
Total net profit
+6.3%
+3.6%
+3.0%
+5.4%
Net profit/(loss) from discontinued operations
Organic
change(2)
(1) The 2010 published financial statements have been adjusted following the final fair value adjustments to the Nova Casa Bahia merger.
(2) Based on a comparable scope of consolidation and constant exchange rates, excluding the impact of property disposals.
(4) EBITDA = Earnings before interest, taxes, depreciation and amortisation = Trading profit + depreciation and amortisation expense.
(5) Profit from continuing operations adjusted for the impact of other operating income and expense (as defined in the «Significant Accounting Policies» section of the
notes to the consolidated financial statements), non-recurring financial items and non-recurring income tax expense/benefits (see appendix).
20
MANAGEMENT REPORT
Business Review
2
2.1.
Business Review
■
In 2011 the Group achieved its target of double-digit sales
growth.
In France, a good performance by most of the convenience
banners helped the Group to maintain a stable share of the
food market in 2011.
In international operations, organic sales growth accelerated
rapidly to reach double digits. Acquisitions enabled
International operations to make a significantly higher
contribution to the Group’s revenue and trading profit.
■
The currency effect was not material at -0.5%. Changes
in scope of consolidation had a positive impact of 12.4%,
driven by acquisitions in Thailand, Casino’s increased interest
in GPA and GPA’s consolidation of Casas Bahia.
■
■
Consolidated revenue rose by 18.2% in 2011.
Sales were up 6.3% on an organic basis and 5.7% excluding
petrol, a considerable improvement on the 2010 rise of 3.9%
excluding petrol) both in France and International.
■
- In France, sales rose by 2.6% on an organic basis, or 1.4%
excluding petrol (vs 0.6% excluding petrol in 2010). Growth
was led mainly by Casino Supermarkets and Monoprix,
coupled with robust Cdiscount momentum (in comparison
to 2010).
- International operations reported double-digit growth of
12.2%, driven by strong momentum in same-store sales and
faster expansion in South America and Asia, the Group’s
two core international areas.
Trading profit rose sharply by 19.1% and by 3.0% on an
organic basis.
Trading margin rose 4 basis points to 4.5% but was down
14 basis points on an organic basis.
- in France, the margin narrowed by 29 basis points and by
23 basis on an organic basis;
- in International, the margin widened by 34 basis points,
reflecting margin growth in Asia and improvements in South
America. On an organic basis, the international trading
margin was virtually stable, narrowing very slightly by
4 basis points.
2.1.1. France
¾ (55% of consolidated net sales and 48% of consolidated trading profit)
2010
adjusted
2011
Reported
change
Organic
change(1)
France
17,956
18,748
+4.4%
+2.6%
Casino France
€ millions
NET SALES
12,016
12,365
+2.9%
+3.0%
Monoprix
1,914
1,973
+3.1%
+3.1%
Franprix-Leader Price
4,026
4,410
+9.5%
+1.3%
769
750
-2.6%
-2.9
TRADING PROFIT
France
Casino France
463
458
-1.1%
+0.7%
Monoprix
139
128
-8.2%
-8.0%
167
164
-1.8%
-8.4%
France
4.3%
4.0%
-29 bp
-23 bp
Casino France
3.9%
3.7%
-15 bp
-8 bp
Monoprix
7.3%
6.5%
-80 bp
-78 bp
4.1%
3.7%
-43 bp
-40 bp
TRADING MARGIN
(1) Based on a comparable scope of consolidation and constant exchange rates, excluding the impact of property disposals.
2
MANAGEMENT REPORT
Business Review
Net sales in France rose by 4.4% to €18,748 million in 2011
from €17,956 million in 2010.
Organic growth accelerated during the period, gaining 2.6%
(1.4% excluding petrol) compared with respectively 1.8% and
0.6% in 2010.
Trading profit declined by 2.6% to €750 million and by 2.9%
on an organic basis. This overall trend reflects a significant
rise in the second half after a decline in the first.
Trading margin narrowed 29 basis points to 4.0% and by 23
basis points on an organic basis.
Highlights by format were as follows:
■
■
Franprix-Leader Price sales recorded strong growth of 9.5%
to €4,410 million, versus €4,026 million in 2010.
- Leader Price reported a 1.5% increase in same-store
sales, reaping the benefits of the operational excellence
plans implemented by the new management team. A new
commercial policy has also been deployed based on price
repositioning, a targeted promotional policy and stronger
communications.
Leader Price opened 27 new stores in 2011 and renovated
a further 67. The banner intends to pursue a controlled,
profitable expansion strategy while increasing the appeal
of its stores.
- Franprix reported an 8.6% increase in total sales, reflecting
strong expansion and the integration of two franchises.
67 new stores were opened during the year, bringing the
total to 897. Same-stores sales were down 4.2%.
Franprix-Leader Price trading margin narrowed by 43 basis
points to 3.7% and by 40 bp on an organic basis, due to
the price repositioning carried out during the first half of
2011. The second half was satisfactory, reaping the benefits
of action plans.
Monoprix reported a 1.4% increase in same-store sales,
excluding petrol, driven by commercial initiatives to improve
the banner’s appeal, such as the launch in March 2011 of
an online site for selling fashion wear. The new proprietary
brand packaging policy was stepped up in the food and
perfumery segments.
Monoprix continued to expand aggressively across all its
formats. 33 stores were opened in 2011, including two
Citymarchés, nineteen Monop’, three Monop’ Station and
six Naturalia stores. Naturalia also acquired three Serpent
Vert organic stores.
Total Monoprix sales rose by 3.1% to €1,973 million, versus
€1,914 million in 2010. Market share remained stable over
the year. Trading margin narrowed by 80 basis points to
6.5% and by 78 bp on an organic basis.
22
■
Casino France:
- Géant Casino hypermarket sales increased by 1.9% to
€5,623 million. Sales excluding petrol were down 1.5%
on a same-store basis. The average basket rose by 2.2%.
Food sales advanced 0.2%, a sharp improvement on the
past two years (down 3.7% in 2010 and 4.9% in 2009),
driven by the programme to renovate its stores and food
areas and the success of the Anniversary campaign
in October. Its food market share remained stable across
the year.
Non-food sales were down 5.9%. The banner pursued
its strategy of focusing on the most promising product
categories and on multi-channel activities (e.g. pick-up
points for parcels of over 30 kg purchased on Cdiscount
and distribution of Géant coupons on Cdiscount). It also
continued to reduce its non-food sales space.
- Casino Supermarket sales increased by 3.7% to
€3,619 million, versus €3,490 million in 2010. Same-store
sales excluding petrol slipped very slightly by 0.9%.
The banner pursued its expansion in 2011, opening eleven
new stores in 2011 as it did in 2010, compared with three
in 2009.
Market share remained stable across the year.
- Superette sales declined by 0.6% to €1,485 million, versus
€1,494 million in 2010. Optimisation of the store base
continued, with 409 store closures and 295 openings.
Expansion will continue over the next few years under an
agreement with La Poste to set up convenience stores
next to post offices. New concepts have been rolled out
with the opening of six “Casino Shopping” and 16 “Casino
Shop” stores.
- Other businesses, which primarily include Cdiscount,
Mercialys, Banque Casino and Casino Restauration,
reported an 8.1% increase in sales to €1,638 million from
€1,516 million in 2010. On an organic basis, sales rose
by 8.5%.
The increase was led mainly by fast growth at Cdiscount,
where sales rose by 14.3%. The main contributors to
growth were household appliances, home décor and new
universes introduced in 2011, such as wines and toys.
The pick-up service was also a key success factor. Since
2009, Cdiscount customers have been able to pick up
parcels weighing more than 30 kg from Géant hypermarkets
and this service has since been extended to the
1,770 superette stores for parcels weighing less
than 30 kg and to a total of 215 stores (including
100 Géant hypermarkets) for parcels over 30 kg. Cdiscount
outperformed its direct competitors and strengthened its
leadership during the year.
MANAGEMENT REPORT
Business Review
Growth in online sales amply offset the fall-off in Géant’s
non-food sales, enabling the Group to report an overall
increase in non-food sales for the year.
Mercialys reported sustained growth in rental revenue,
up 6.0%(1). The Company also stepped up its Esprit
Voisin shopping centre revitalisation programme with
11 completions during the year. Since 2010, this programme
has been accompanied by an active asset disposal policy
designed to reduce the number of assets retained in the
2
portfolio while increasing their average size. Sixteen assets
representing about 5% of the portfolio value were sold for
€120 million in 2011(2).
- Casino France’s trading margin narrowed by 15 basis points
to 3.7% and by 8 basis points on an organic basis. Margins
at Casino Supermarkets and the superettes remained
solid. Retail-related businesses reported an increase in
trading profit.
2.1.2. International
¾ (45% of consolidated net sales and 52% of consolidated trading profit)
€ millions
2010
adjusted
2011
Reported
change
Organic
change(1)
11,122
15,613
+40.4%
+12.2%
530
798
+50.5%
+11.3%
4.8%
5.1%
+34 bp
-4 bp
Net sales
Trading profit
Trading margin
International sales surged 40.4% to €15,613 million.
The currency effect was slightly negative at -1.4%. The
scope effect contributed 29.6%, mainly reflecting the Group’s
increased interest in GPA, GPA’s consolidation of Casas Bahia
and Big C’s acquisition of Carrefour’s operations in Thailand.
Adjusted for these factors, International reported double-digit
organic sales growth of 12.2%, up from 10.8% in 2010.
International trading profit came to €798 million, versus
€530 million in 2010, representing an increase of 50.5%.
This strong growth was driven by the positive scope effect
and sustained organic growth in South America and Asia.
On an organic basis, International trading profit was up 11.3%.
Trading margin gained 34 basis points to 5.1%, reflecting a
sharp improvement in both Asia and South America. It was
down 4 basis points on an organic basis. Margins in Asia and
South America gained 28 basis points and 7 basis points
respectively on an organic basis.
International contributed 45% to Group revenue and 52% to
Group trading profit, versus 38% and 41% respectively in 2010.
South America
■
Brazil (GPA proportionately consolidated on a 39.8% basis on average across the year, Ponto Frio fully consolidated by GPA
since 1 July 2009 and Casas Bahia since 1 November 2010);
■
Argentina;
■
Uruguay;
■
Colombia.
€ millions
Net sales
Trading profit
Trading margin
2010
adjusted
2011
Reported
change
Organic
change(1)
8,245
11,826
+43.4%
+13.4%
372
565
+51.9%
+15.1%
4.5%
4.8%
+27 bp
+7 bp
(1) Data published by the Company.
(2) Capital gains on disposal were recognised under “Other operating income” (see notes to the consolidated financial statements).
2
MANAGEMENT REPORT
Business Review
Sales in South America rose 43.4% to €11,826 million from
€8,245 million in 2010.
The currency effect was a negative -1.1%. Changes in scope
of consolidation had a positive impact of 31.1%, driven by
the increased interest in GPA and GPA’s consolidation of
Casas Bahia.
South America reported double-digit organic growth of 13.4%,
driven by a dynamic same-store performance across the entire
region (up 10.0%).
In Brazil, GPA’s same-store sales were up 8.8%(1). Excluding
Globex, same-store sales also grew by a strong 8.0% (1),
mainly reflecting an excellent performance by Assaí cash &
carry stores and the supermarkets recently converted to the
Extra banner. Globex turned in another good same-store
performance, with growth of 10.1%, driven mainly by a 34.6%
increase in online sales(1).
GPA continued to pursue an active expansion policy across
all its formats, opening a total of 41 stores during the year,
including three Extra hypermarkets, four supermarkets, six
Extra Facil convenience stores, two Assaí cash & carries,
20 Casas Bahia and six Ponto Frio stores. In total, Brazilian
sales were up 67.7% over the year (at constant exchange
rates), driven by the full-year consolidation of Casas Bahia
and Casino’s increased interest in GPA.
In Colombia, Exito reported sustained growth in same-store
sales, at 8.4% versus 5.7% in 2010(1). The Company continued
to pursue a dynamic expansion strategy focusing on its
convenience and cash & carry formats. In total, 64 new stores
were opened including 32 Exito Express and 22 Surtimax.
Exito also developed its international operations thanks to
the acquisition of Disco and Devoto, leading banners in
Uruguay with a total of 53 stores generating revenue of more
than €500 million. In total, sales rose by 11.6% in 2011,
strengthening Exito’s leading position.
Argentina and Uruguay continued to deliver very strong
same-store growth.
Trading profit in South America came to €565 million,
representing an increase of 51.9%. On an organic basis,
trading profit rose 15.1% over the period.
Organic trading margin gained 7 bp, reflecting a strong margin
increase in Colombia.
Asia
■
Thailand;
■
Vietnam.
Reported
change
Organic
change(1)
€ millions
2010
2011
Net sales
2,009
2,895
+44.1%
+11.3%
121
212
+75.5%
+16.4%
6.0%
7.3%
+131 bp
+28 bp
Trading profit
Trading margin
Sales in Asia increased by 44.1% to €2,895 million, versus
€2,009 million in 2010. The currency effect was a negative
3.3%. On an organic basis, growth was a sustained 11.3%,
driven by a good same-store performance (up 3.2%) and by
continued expansion.
In Thailand, Big C reported slight growth in same-store sales
despite the strong impact of floods that swept the country
in the final quarter. Reported sales rose by 46.8%(1), mainly
reflecting Big C’s acquisition of Carrefour’s operations in
Thailand, finalised in January 2011.
Big C also continued to expand rapidly, opening three
hypermarkets, five shopping malls, two supermarkets, 37 Mini
Big C stores and 21 Pure health-product stores.
Vietnam delivered further strong growth of 27.2% and 46.9%
on an organic basis. Big C Vietnam continued to roll out its
dual model, opening four hypermarkets and three shopping
malls. It also opened five convenience stores during the year.
Trading profit in Asia increased by 75.5% on a reported basis,
to €212 million, and by 16.4% on an organic basis.
Trading margin was up 28 basis points on an organic basis.
(1) Data published by the companies.
24
MANAGEMENT REPORT
Business Review
2
Other international businesses
■
Indian Ocean;
■
Poland.
€ millions
2010
2011
Reported
change
Organic
change(1)
Net sales
868
892
+2.8%
+2.7%
38
22
N/A
N/A
N/A
N/A
N/A
N/A
Trading profit
Trading margin
Other international businesses primarily include stores in the
Indian Ocean region and the Group’s property operations in
Poland.
Trading profit from other international businesses was down,
mainly due to a decrease in property development gains in
Poland and lower margins in the Indian Ocean region.
Sales in the Indian Ocean region were satisfactory on both a
reported and organic basis, at 2.2% and 2.7% respectively.
2.1.3. Comments on the consolidated financial statements
Significant accounting policies
Main currency effects
Pursuant to European regulation 1606/2002 of 19 July 2002,
the consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
(IFRS) issued by the International Accounting Standards
Board (IASB), as adopted by the European Union on the
date of approval of the financial statements by the Board of
Administration and mandatory as of the reporting date.
The currency effect was virtually nil at -0.5%.
These standards are available on the European Commission’s
website (http://ec.europa.eu/internal_ market/accounting/ias/
index_en. htm).
A detailed review of sales growth is presented above, in the
sections on French and International operations.
The significant accounting policies set out below have been
applied consistently to all periods presented, after taking
account of or with the exception of the new standards and
interpretations set out in notes 1.1.1 and 1.1.2 of the notes
to the consolidated financial statements.
Trading profit
Main changes in the scope
of consolidation and their
related impacts
Main scope effects
Changes in the scope of consolidation had a positive impact
of 12.4%, primarily reflecting the GPA’s consolidation of Casas
Bahia, Big C’s consolidation of Carrefour Thailand’s operations
and the Group’s increased interest in GPA.
Trading profit rose by 19.1% to €1,548 million from
€1,300 million in 2010.
The currency effect was virtually nil at -0.6%. Changes in
scope of consolidation had a 16.7% positive interest, reflecting
acquisitions in Thailand, GPA’s consolidation of Casas Bahia
and Casino’s increased interest in GPA.
■
Consolidation of Casas Bahia by GPA from 1 November 2010.
Adjusted for these factors, trading profit was up 3% on an
organic basis.
■
Consolidation of Carrefour Thailand’s operations by Big C
from 7 January 2011.
A detailed review of trading profit is presented above, in the
sections on French and International operations.
■
Full consolidation of three Franprix-Leader Price franchises
from 1 February 2011 and deconsolidation of one of them
from 1 September 2011.
Operating profit
Proportionate consolidation of GPA on a 40.13% basis on
31 December 2011.
Other operating income and expense showed a net expense
of €157 million for the period, compared with a net expense
of €2 million in 2010.
■
Net sales
Consolidated net sales for the year rose by 18.2% to €34,361
from €29,078 in 2010.
2
MANAGEMENT REPORT
Business Review
The net expense of €157 million in 2011 primarily included:
■
€130 million in gains on asset disposals (including €69 million
on property assets, €24 million of OPCI disposals and
€37 million on the disposal of GPA shares);
■
€107 million in restructuring provisions and expense, which
primarily concerned Casino France and Franprix-Leader
Price (€46 million each).
■
€63 million in other net expense;
■
€48 million in integration expenses (Thailand and Brazil);
■
€68 million in an equity tax liability in Colombia, calculated
on the basis of Exito’s equity at 1 January 2011 and payable
in eight half-year instalments.
The net expense of €2 million in 2010 mainly included:
■
€323 million in gains on asset disposals, including Cativen
shares in Venezuela, property disposals made mainly by
Mercialys and disposals of Franprix-Leader Price assets;
■
€134 million in restructuring provisions and expense;
■
€112 million in provisions for contingencies and litigation;
■
€97 million in impairment losses, including €69 million in
losses on receivables and accrued income resulting from
the correction of prior year accounting errors in a subsidiary
identified at the year-end;
■
€33 million in other expense;
■
€51 million gain corresponding to negative goodwill on the
acquisition of Casas Bahia in Brazil.
After other operating income and expense, operating profit
amounted to €1,391 million, up 7.2% from €1,298 in 2010.
26
Profit before tax
Profit before tax rose by 5.4% to €987 million from
€936 million in 2010, after deducting finance costs and other
financial income and expense of €404 million compared with
€362 million in 2010. This total includes:
■
finance costs, net of €472 million, up from €345 million in
2010. In France, net finance costs increased following the
acquisition of GPA shares. In International, the increase in
net finance costs was mainly due to scope effects in Brazil
and Thailand;
■
other net financial income of €68 million, compared with a
net expense of €17 million in 2010.
Profit attributable to owners of the parent
Income tax expense came to €228 million in 2011, compared
with €214 million in 2010. The effective tax rate was 23%.
Excluding non-recurring items, the underlying tax rate stood
at 30.6% versus 30.9% in 2010.
The Group’s share in the losses of associates amounted
to €7 million, compared with profits of €13 million in 2010.
Profit attributable to non-controlling interests totalled
€174 million versus €193 million in 2010. In 2011, excluding
non-recurring items (corresponding mainly to the share of
equity tax attributable to Exito’s non-controlling interests),
underlying profit attributable to minority interests increased
by 26% to €182 million, primarily due to the increased profits
at Exito and Big C.
In 2010, after non-recurring items (mainly the non-controlling
interests in Exito’s capital gain on disposal of Cativen shares
and Mercialys’s capital gain on asset disposals), underlying
profit attributable to minority interests came to €144 million.
MANAGEMENT REPORT
Business Review
In light of these factors, net profit from continuing operations
attributable to owners of the parent rose by 6.4% to
€577 million for the period, from €542 million in 2010.
Underlying net profit attributable to owners of the parent
rose by 6.8% to €565 million from €529 million in 2010 (see
appendix).
The loss from discontinued operations attributable
to owners of the parent amounted to €9 million in 2011.
It mainly comprises the €7 million compensation awarded
by the arbitration board to the Baud family in respect of the
disposal of Leader Price Polska (see note 2.2 of the notes to
the consolidated financial statements). In 2010, the loss was
€9 million, comprising expenses associated with businesses
disposed of in prior years.
Total net profit rose 6.5% to €568 million from €533 million
in 2010.
Cash flows
Cash flow rose by 19.3% to €1,416 million from €1,188 million
in 2010.
Change in working capital was a positive €54 million
versus €112 million in 2010, led by a favourable movement
of €53 million in goods working capital (versus €253 million
in 2010). In 2010, the consolidation of Casas Bahia had
a positive impact on goods working capital. 2011 working
capital was negatively affected by the strategic inventory
build-up at the year end and a stronger assortment policy
in France. The change in non-goods working capital was a
positive €1 million in 2011, versus a negative €141 million in
2010.
In 2011, capital expenditure amounted to €1,187 million,
a contained increase over the 2010 level of €954 million.
In France, the Group continued to invest in its hypermarkets
2
(reducing non-food space, renovating the food areas) and
the convenience stores (particularly the supermarkets).
In International, capital expenditure was driven by expansion
and the scope effects in Brazil and Thailand. Excluding scope
and currency effects, International capital expenditure rose
by 24.7%.
Disposals and capital increases amounted to €1,011 million,
mainly comprising property disposals and the impact of Exito’s
capital increase.
Acquisitions, in an amount of €2,241 million for the period,
primarily comprised Big C’s purchase of Carrefour’s operations
in Thailand and the Group’s acquisition of 24.8 million GPA
preferred shares.
Financial position
At 31 December 2011, the Group had net debt of
€5,379 million, versus €3,845 million at 31 December 2010.
The net debt to EBITDA ratio stood at 2.35x compared with
1.97x at end-2010(1).
Equity came to €9,383 million at 31 December 2011,
compared with €9,050 million at 31 December 2010.
The increase was mainly due to the impact of Exito’s capital
increase.
The Group’s debt profile has improved significantly. In a climate
of strong market volatility, the Group made several successful
bond issues in 2011 and obtained financing facilities that
illustrated its credit quality:
■
May: €850 million 10-year bond issue;
■
August: USD900 million 3-year credit facility;
■
September: €600 million 4½-year bond issue.
These transactions extended the average maturity of Casino’s
bond debt to 4.4 years at end-2011 versus 3.1 years
previously.
(1) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit + amortisation and depreciation expense.
2
MANAGEMENT REPORT
Parent Company Business Review
2.1.4. Appendix: Reconciliation of reported net profit to underlying net profit
Underlying profit corresponds to profit from continuing
operations adjusted for the impact of other operating income
and expense (as defined in the “Significant Accounting Policies”
section of the notes to the consolidated financial statements),
non-recurring financial items and non-recurring income tax
expense/benefits.
Non-recurring financial items include fair value adjustments
to certain financial instruments whose market value may be
highly volatile. For example, fair value adjustments to financial
instruments that do not qualify for hedge accounting and
2010
adjusted
€ millions
Trading profit
embedded derivatives indexed to the Casino share price are
excluded from underlying profit.
Non-recurring income tax expense/benefits correspond to tax
effects related directly to the above adjustments and to direct
non-recurring tax effects. In other words, the tax on underlying
profit before tax is calculated at the standard average tax rate
paid by the Group.
Underlying profit is a measure of the Group ‘s recurring
profitability.
Adjustments
1,300
2010
(underlying)
2011
(reported)
Adjustments
2011
(underlying)
1,300
1,548
2
2
0
(157)
157
Operating profit
1298
2
1,300
1,391
157
1,548
Finance costs, net
(345)
0
(345)
(472)
0
(472)
(17)
18
1
68
(57)
11
(333)
Other financial income and expense, net(1)
Income tax expense
(2)
1,548
(214)
(82)
(296)
(228)
(105)
Share of profit/(losses) of associates
13
0
13
(7)
0
(7)
Profit from continuing operations
735
(62)
673
751
(5)
747
Attributable to non-controlling interests(3)
193
(49)
144
174
7
182
ATTRIBUTABLE TO OWNERS
OF THE PARENT
542
(13)
529
577
(12)
565
(1) At end-2011: other financial income and expense, net is stated before the impact of discounting deferred tax liabilities in Brazil (€18 million expense in 2010 and
€22 million in 2011), foreign exchange losses on USD receivables due from the Venezuelan government (n/a in 2010 and €25 million expense in 2011), changes in
fair value of interest rate derivatives not qualifying for hedge accounting (n/a in 2010 and €87 million income in 2011) and changes in the fair value of the Exito Total
Return Swap (n/a in 2010 and €17 million income in 2011).
(2) Income tax expense is stated before the tax effect of the above adjustments and non-recurring income tax expense/benefits.
(3) Non-controlling interests are stated before the above adjustments.
2.2.
2.2.1. Business review
Casino, Guichard-Perrachon, parent company of the Casino
Group, is a holding company. Its activities consist of defining
and implementing the Group’s development strategy and
coordinating the businesses of the various subsidiaries,
acting jointly with their respective management teams.
The Company also manages a portfolio of brands, designs and
models licensed to the subsidiaries. In addition, it manages the
Group cash pool in France and is responsible for overseeing
the proper application of Group legal and accounting rules
and procedures by the subsidiaries.
28
In 2011, the Company had net revenue of €161.0 million versus
€153.7 million in 2010, corresponding mainly to trademark
and banner licence fees and management fees received from
subsidiaries. Substantially all of its net revenue is derived from
the French subsidiaries.
The Company does not have any specific research and
development activities.
MANAGEMENT REPORT
2
2.2.2. Financial review
The financial statements are prepared in accordance with
French generally accepted accounting principles as approved
by the decree of 22 June 1999, and with all CRC standards
published after that date.
The accounting principles and policies applied to prepare the
financial statements are substantially the same as those used
in the previous year.
These principles and policies are described in the notes to the
financial statements, which also include a detailed analysis of
the main balance sheet and income statement items, as well
as movements during the year.
Total debt stood at €8,204.7 million versus €7,066.6 million
at 31 December 2010, an increase of 16.1%. Net debt
stood at €6,281.6 million versus €5,377.5 million in 2010,
representing 82.5% of equity. Details of debt and financial
liabilities are provided in note 13 to the parent company
financial statements. No debt is secured by collateral over
the Company’s assets. At 31 December 2011, the Company
had confirmed undrawn bank lines totalling €2,460.6 million.
As required by article L. 441-6-1 of the French Commercial
Code (Code de commerce), the following table shows a
breakdown of trade payables by due date at the year-end:
At 31 December 2011, the Company had total assets
of €16,528.3 million and equity of €7,612.4 million.
Non-current assets amounted to €10,005.5 million (including
€9,946.6 million in investments).
€
1 to 30 days before
the due date
2011
2010
31 to 60 days
before the due
date
2011
2010
61 to 90 days
More than
before the due 91 days before
date
the due date
2011
2010
2011
2010
Past due
2011
Total
2010
Trade payables
5,032,387.69 1,626,397.28 341,088.34 3,541,326.43 17,310.51
Bills payable
1,193,384.58 896,374.86
83,437.73
4,849,681.64 838,617.32 10,240,468.18 6,006,341.03
27,162.93
0
215.28
Invoices not yet
received
5,294.81
1,817.92
1770.08
130,459.73
20,161.10
2,518.78
56,478.72
11301.59
93,238.09
Invoices not yet
received
Operating profit for the year came to €38.1 versus €37.6 million
in 2010.
The Company had net financial revenue of €194.04 million
versus €125.1 million in 2010. The figure mainly includes:
■
1,276,822.31
923,753.07
28,798,614.73 14,159,617.58
Amounts due
to suppliers
of non-current
assets
Bills payable
2010
40,315,905.22 21,089,711.68
Accounts payable
Accounts payable
2011
€346.0 million in income from investments in subsidiaries
and associates versus €348.4 million in 2010 (under the
by-laws of Distribution Casino France, Casino Restauration
and L’Immobilière Groupe Casino, the Company records its
share of each of these companies’ profit for the year in its
income statement);
11,364.17
383,616.01
149,139.91
18,366.48
58,296.64
226,216.60
31,525.27
139,032.93
59,318.00
■
€13.2 million loss relating to the sale of treasury shares;
■
€16.2 million provision for amortisation of bond redemption
premiums;
■
€11.3 million provision for impairment of Casino Entreprise
shares and €13.0 million for Banque du Groupe Casino
shares;
■
€29.3 million provision for foreign exchange losses.
2
MANAGEMENT REPORT
Profit before tax and exceptional items therefore amounted
to €232.1 million versus €162.7 million in 2010.
Profit for the year, before tax, came to €609 million versus
€262.5 million in 2010.
Net exceptional income amounted to €377.0 million versus
€99.8 million in 2010. It mainly includes the gain on disposal
of Spice Investment Mercosur shares (€344.8 million net) and
the gain on disposal of 50% of Banque du Groupe Casino
shares (€74.7 million net).
As the parent company of the French tax group, Casino,
Guichard-Perrachon recorded a tax benefit of €122.4 million
in 2011, corresponding to the tax saving arising from netting
off the profit and losses of the companies in the tax group.
After taking this benefit into account, net income for the year
was €731.4 million compared with €371.6 million in 2010.
2.2.3. Non-deductible expenses
In accordance with the disclosures required by Articles 223 quater, quinquies, 39-4 and 39-5 of the French General Tax Code
(Code général des impôts), no non-deductible expenses were incurred during the year.
2.2.4. Dividends
Including retained earnings brought forward from prior years,
the sum available for distribution comes to €3,262,270,517.84.
The Board is recommending a dividend of €3 per share.
Private shareholders resident in France for tax purposes
will be entitled to claim 40% tax relief on their dividends, in
accordance with Article 158-3, paragraph 2, of the French
Tax Code (Code général des impôts), and have the option of
paying a flat-rate withholding tax.
The dividend will be paid as of 15 June 2012. Dividends on
any Casino shares held by the Company on that date will be
credited to retained earnings.
The Board is also proposing to give shareholders the option
of receiving 50% of the 2011 dividend either in shares or in
cash. The new shares arising as a result of this option will be
issued at a value equal to 90% of the average opening price
quoted during the twenty trading days preceding the date of
the annual general meeting, less the amount of the dividend
allocated and rounded up to the nearest centime. They will
carry a dividend entitlement as of 1 January 2012.
Shareholders will be able to apply for the share dividend from
21 May 2012 to 4 June 2012 inclusive.
Dividends paid over the last three years are as follows:
Year
Class of shares
Number of
shares
Dividend per
share
Dividend eligible for
40% tax relief
Dividend not eligible
for 40% tax relief
2008
Ordinary shares
97,769,191(1)
€5.17875(2)
€5.17875
-
Preferred non-voting shares
14,589,469(1)
€5.21875(2)
€5.21875
-
(3)
€2.65
€2.65
-
€2.78
€2.78
-
2009
Ordinary shares
110,360,987
2010
Ordinary shares
110,668,863(4)
(1) Including 250,730 ordinary shares and 411 preferred non-voting shares held by the Company.
(2) At the annual general meeting of 19 May 2009, the shareholders voted to distribute a cash dividend of €2.53 per ordinary share and €2.57 per preferred non-voting
share, plus an additional dividend in the form of Mercialys shares on the basis of one Mercialys share for eight ordinary or preferred non-voting Casino shares. The
per share value of the Mercialys stock dividend was equal to 1/8th of the Mercialys share price on 2 June 2009, i.e. €2.64875.
(3) Including 85,996 shares held by the Company.
(4) Including 36,958 shares held by the Company.
30
MANAGEMENT REPORT
Subsidiaries and Associates
2
The following table shows the total dividend payout (in € millions) and the payout rate (as a percentage of net profit), over the
past five years:
Year
Total payout
Payout rate (% of net profit)
2006
2007
2008
2009
2010
240.9
257.6
283.6
292.2
307.5
40.2
31.6
57.1
49.4
57.7
By law, any dividends which have not been claimed within five years of their payment date will lapse and become the property
of the French State, in accordance with articles L. 1126-1 and L. 1126-2 of the French Public Property Code (Code général
de la propriété des personnes publiques).
2.3.
The business performance of the main subsidiaries is
discussed on pages 6 to 27. A list of consolidated companies
is provided on pages 148 to 151. Information on Casino,
Guichard-Perrachon’s subsidiaries and associates is provided
on pages 177 to 179.
2.3.1. Legal structure
In France, the Group’s business activities are managed through
various specialised companies:
and supermarkets. Mercialys has the tax status of société
d’investissement immobilier cotée (SIIC), a French-style REIT,
and has been listed on Euronext Paris since 14 October
2005. It has 25 subsidiaries and interests in other companies;
The retailing business is mainly operated by two subsidiaries:
■
Distribution Casino France, which manages all the
hypermarkets, supermarkets and convenience stores in
France through specialised subsidiaries:
- Franprix-Leader Price Holding (formerly Asinco), which holds
the Group’s interests in Franprix-Leader Price;
- Codim 2, which operates the Group’s hypermarkets and
supermarkets in Corsica;
- Floréal and Casino Carburants, which operate the service
stations in hypermarket/supermarket premises;
- Serca, which provides an after-sales service;
- Casino Vacances, the Group’s travel agency, which
distributes its catalogue through the various networks;
- Club Avantages, which manages the S’miles loyalty
programme for the Casino Group;
- Cdiscount (online sales).
■
Monoprix SA, which is 50/50 owned with Galeries
Lafayette. The Monoprix Group currently comprises some
30 companies.
■
The supply chain business is operated by three subsidiaries:
■
EMC Distribution, the Group’s central purchasing agency;
■
Comacas, which manages store supplies;
■
Easydis, which manages warehousing and transportation of
goods from warehouses to stores.
Support functions are mainly provided through four
subsidiaries:
■
Casino Services, notably for accounting, legal affairs and
finance;
■
Casino Information Technology for information systems;
■
IGC Services, which provides administrative services, advice
and support to the Group’s real estate companies;
■
Casino Développement, which undertakes feasibility
studies and puts together the technical and administrative
applications required to develop buildings for retail use and
services.
The Group’s real estate interests are held by:
■
L’Immobilière Groupe Casino, which owns the hypermarket
premises. It has some 30 subsidiaries and associates,
including Forézienne de Participations, a real estate
holding company and majority shareholder of Mercialys,
a real estate investment company that owns the shopping
centres and cafeterias surrounding the Group’s hypermarkets
Plouescadis, which is the parent of some 60 companies
involved in property development.
Other specialised subsidiaries include:
■
Casino Restauration, which operates all the Group’s cafeterias
and its subsidiary R2C, a foodservice company;
2
MANAGEMENT REPORT
■
Banque du Groupe Casino, which manages the Group’s
consumer finance and payment card business;
■
Campus Casino, the Group’s training centre for in-house
and external client use;
■
GreenYellow (formerly KSilicium), a holding company housing
the solar power generation business.
The Group’s international business is operated by locally
incorporated companies.
2.3.2. Investments made in 2011
In 2011, the Company acquired and created companies with
the following direct and indirect interests:
Franprix-Leader Price Holding sub-group
(formerly Asinco)
Casino, Guichard-Perrachon
Sedifrais Tigery Logistic (100%), Sedifrais Montsoult Logistic
(99%), Sedifrais Corbières Logistic (99%), Benhaco (51%).
Malinpo (100%), Pomalin (100%).
L’Immobilière Groupe Casino group
Distribution Casino France Group
Pial (100%).
Damaps (99.98%), Hamelet (100%), Junyflo (100%), Palolem
(100%), Matal (99.98%), Chamer (99.96%), Faclair (99.87%),
Imagica (99.61%), Mapic (79.93%), Villeneuve Distribution
(24%), Marszalek Distribution (20%).
Plouescadis Group
Avenir Bagneux (100%), SNC Alcudia Albertville (100%), SNC
Geante Periaz 2 (100%).
GreenYellow Group
GreenYellow Effenergie Réunion 2 (99.89%).
2.3.3. Simplified organisation chart (at 31 December 2011)
Company
Business
% interest
EUROPE
FRANCE
Distribution Casino France Group
• Distribution Casino France
Retailing (management of hypermarkets, supermarkets and convenience
stores in mainland France)
100
Floréal
Service stations
100
Casino Carburants
Service stations
100
Casino Vacances
Catalogue-based travel sales
100
Serca
After-sales service
100
Club Avantages
Loyalty programme management
100
Franprix-Leader Price Holding sub-group
(formerly Asinco)
Holding company
100
- Franprix Holding
Retailing
100
- Leader Price Holding
Retailing
100
- Franprix Exploitation
Retailing
100
- Sofigep
Retailing
100
- Leadis Holding
Retailing
100
- Lannilis Distribution
Retailing
100
- Figeac
Retailing
84
- Cogefisd
Retailing
84
32
MANAGEMENT REPORT
Company
- Taleb Group Holding
Business
2
% interest
Retailing
60
- Sodigestion
Retailing
60
- H2A
Retailing
60
- Addy Participation
Retailing
51
- Cofilead
Retailing
60
- Volta 10
Retailing
51
- Taskco
• Codim 2 group
Retailing
51
Retailing (management of hypermarkets and supermarkets in Corsica
through several subsidiaries)
100
Monoprix Group
Monoprix
City-centre retailing
50
Casino Restauration Group
Casino Restauration
Foodservice
100
Restauration Collective Casino – R2C
Foodservice
100
Villa Plancha
Foodservice
100
Casino Entreprise Group
Casino Entreprise
Holding company
100
Cdiscount
e-commerce
100
L’Immobilière Groupe Casino Group
L’Immobilière Groupe Casino
Real estate
100
- Sudéco
Shopping arcade management
100
- Uranie
Real estate
100
- La Forézienne de Participations
Holding company
100
- Mercialys
Real estate (listed company)
- IGC Services
Provision of administrative services
50
100
Plouescadis Group
Plouescadis
- Onagan Promotion
Real estate holding company
100
Property development
100
- Alcudia Promotion
100
- IGC Promotion
100
Easydis
Logistics services
100
EMC Distribution
Central purchasing agency
100
Comacas
Store deliveries
100
Distridyn
Fuel deliveries
50
Others
Banque du Groupe Casino
Consumer finance (in partnership with Cofinoga)
Casino Services
Provision of legal, accounting and financial services to Group companies
100
50
Casino Information Technology
Information systems management
100
GreenYellow (ex-Ksilicium)
Energy generation holding company
100
Casino Développement
Retail property feasibility studies
100
Dunnhumby France
Marketing analysis
50
C’Store
Retailing
50
POLAND
Mayland Real Estate S.p.z.o.o
Real estate
100
Provision of services
100
SWITZERLAND
IRTS
2
MANAGEMENT REPORT
Company
Business
% interest
LUXEMBOURG
Casino Ré SA
Reinsurance
100
Retailing
100
Retailing (listed company)
40.1
Retailing (listed company)
54.77
Retailing
19.90
Retailing
63.2
SOUTH AMERICA
ARGENTINA
Libertad SA
BRAZIL
Companhia Brasileira de Distribuição –
CBD (Grupo Pão de Açúcar)
COLOMBIA
Almacenes Exito S.A.
VENEZUELA
Cativen SA
ASIA
THAILAND
Big C Group
INDIAN OCEAN
Vindémia
Retailing (hypermarkets and supermarkets in Reunion,
Madagascar, Mayotte, Mauritius and Vietnam).
100.0
2.3.4. Shareholders’ pacts
The Company is party to several shareholder pacts. Details
of the main pacts are as follows:
Monoprix
On 20 March 2003, Casino and Galeries Lafayette signed an
agreement providing for the continuation of their partnership
in Monoprix SA. The 25-year agreement was disclosed to
the French Stock Exchange Authorities (Conseil des marchés
financiers, avis CMF No. 203C0223). It provides for the
delisting of Monoprix (which took place in 2003) and gives
each partner an equal number of seats on the Monoprix
Board of Directors, with the Chairman having a casting vote.
The chairmanship rotates every three years, after an initial
five-year period during which Philippe Houzé, Chairman
of Galeries Lafayette, continued to act as Chairman. Once
Casino’s interest in Monoprix has been raised to 60%, these
provisions will lapse. For as long as Galeries Lafayette holds
at least 40% of Monoprix’s capital, it will have the right to veto
any rebranding of Monoprix stores, as well as any acquisition
in excess of €80 million.
Casino and Galeries Lafayette have exchanged put and
call options, as described in note 32.2 to the consolidated
financial statements and note 16 to the parent company
financial statements.
34
The agreement also provides for the non-transferability of the
shares held by each group, a reciprocal pre-emptive right,
a joint exit right and reciprocal call options in the event of
a change of control.
By amendment dated 22 December 2008, Casino and Galeries
Lafayette agreed to suspend the exercise of their reciprocal call
and put options on Monoprix shares for three years. Philippe
Houzé remains Chairman of the Board of Directors for a term
of three years until 31 March 2012.
Galeries Lafayette has a put option on its remaining interest
and on 7 December 2011 initiated the process of determining
the price of the put, triggering the option exercise period, and
notified Casino of its intention to end their partnership (see
section 2.4 on the disagreement on the Galeries Lafayette
exit price).
Call and/or put options have been granted on shares in a large
number of companies that are not wholly-owned by the Group.
The options, certain of which are linked with shareholder pacts,
are exercisable for varying periods up to 2043 at a price based
on the operating profits of the companies concerned (see
notes 28.4 and 32.2 to the consolidated financial statements).
MANAGEMENT REPORT
Almacenes Exito (Colombia)
In July 1999, Casino entered into a strategic development
agreement with Almacenes Exito, whereby Casino acquired
25% of this company’s share capital and became a benchmark
strategic partner. In conjunction with the share acquisition, the
two partners signed a shareholder pact setting out, amongst
other things, their agreement concerning the management of
the company. The pact was amended in October 2005, and
between then and 31 December 2006, Casino increased its
holding in Almacenes to 38.62%.
On 16 January 2007, Casino exercised its right of first refusal
over shares sold by one of the local partners and became the
majority shareholder on 3 May 2007.
On 17 December 2007, Casino signed a new amendment to
the Exito shareholder pact to reflect the stronger relationship
between Casino, the majority shareholder, and its strategic
partners. Under the new agreements, the partners have
given up their put option, thereby releasing Casino from its
commitment to purchase their interests in Exito. In addition,
to take account of the new ownership structure, the revised
shareholder pact contains new voting rules for appointing
directors and for certain other decisions, as well as provisions
simplifying the rules on selling shares and other customary
clauses.
As part of a plan to better integrate the Group’s operations
in South America, Casino sold its majority interests in Grupo
Disco del Uruguay (GDU) and Devoto to Almacenes Exito S.A.
on 29 June 2011. Almacenes Exito S.A. now has joint control
over the Uruguayan operations and has a seat on their
boards. In December 2011 Almacenes Exito S.A. and Casino
exchanged call and put options on the non-controlling interests
in GDU and Devoto, expiring on 31 August 2021, which are
themselves subject to a put option granted by Casino to the
founding Uruguayan families, expiring on 21 June 2021 (see
section below).
Disco Uruguay Group (Uruguay)
In conjunction with Casino’s September 1998 acquisition of
a stake in Grupo Disco del Uruguay, a shareholder pact was
signed with the founding families covering a period of five
years. The pact expired in September 2008 and the family
shareholders continue to benefit from put options granted by
Casino, exercisable until 21 June 2021. These put options
are described in note 16 to the parent company financial
statements and note 32.2 to the consolidated financial
statements).
2
As described above, Casino sold its majority interests in
Grupo Disco del Uruguay (GDU) and Devoto to Almacenes
Exito S.A. on 29 September 2011, giving Almacenes Exito S.A.
joint control. On the terms described above, Casino and
Almacenes Exito S.A. exchanged call and put options on
the non-controlling interests in GDU and Devoto held by the
Uruguayan founding families.
Companhia Brasileira de Distribuição
(CBD), parent company of Grupo Pão de
Açúcar (GPA) (Brazil)
Since the May 2005 and November 2006 revisions to their
partnership agreements, Casino and the family of Abilio Diniz
have been bound by a shareholder pact giving them joint and
equal control of their joint holding company Wilkes and of GPA.
The two shareholders now have equal representation on the
Boards of Directors of both Wilkes and CBD. CBD’s Board
of Directors has 14 members, including five representing
the Casino Group, five representing the Diniz family and four
independent directors appointed by mutual agreement of
the Casino Group and the Diniz family. Abilio Diniz remains
Chairman of CBD and has been appointed Chairman of Wilkes.
All major management decisions are taken by unanimous
agreement. Casino and Abilio Diniz have a right of veto over
certain decisions. They appoint the Chief Executive of CBD
by mutual agreement.
Under the shareholder pact, the Diniz family undertook not to
sell their shares in Wilkes before June 2014. In 2008, Casino
exercised its call option over a block of shares representing
5.6% of the voting rights and 2.4% of the share capital.
After these lock-up periods, each shareholder has a right
of first refusal should the other party wish to sell its shares.
The parties have also agreed to make a certain number of
changes to the pact as of 22 June 2012, designed to shift the
percentage of control over CBD between them, depending
on the circumstances. As of that date, Casino will have the
right to appoint the Chairman of Wilkes and the majority of
CBD’s Board of Directors. Should Casino exercise this right,
the pact allows for a change in the two parties’ respective
percentage control over Wilkes through the exercise of call
and put options.
In this context and to prepare for the change in CBD’s control
on 22 June 2012, Casino has officially informed Abilio Diniz
that it intends to exercise its contractual right to appoint the
Chairman of Wilkes’ Board of Directors.
2
MANAGEMENT REPORT
Subsequent Events
2.3.5. Pledged assets
Assets pledged by the Company or companies in the Group do not represent a material percentage of the Group’s fixed
assets (€146 million representing 0.8% of non-current assets).
2.3.6. Related-party transactions
The Company has relations with all its subsidiaries in its
day-to-day management of the Group. These relations are
described on page 28.
As a result of the Group’s legal and operational organisation
structure (see page 31), various Group companies may also
have business relations or provide services to each other.
The Company also receives advice from its majority
shareholder, Groupe Rallye, through Euris, the ultimate holding
company, under a strategic advice and assistance contract
signed in 2003.
The Statutory Auditors’ special report on regulated agreements
signed between the Company and (i) the Chairman and Chief
Executive Officer, (ii) a director, or (iii) a shareholder owning
more than 10% of the Company’s voting rights, or in the
case of a corporate shareholder the company controlling that
shareholder, and which were not entered into on arm’s length
terms is presented on page 180.
Details of related-party transactions can be found in note 34
to the consolidated financial statements.
2.4.
Subsequent Events
Competition authority’s opinion on the food
retailing market in Paris
The French Competition Authority conducted an enquiry into
the competitive situation in the Paris region food retailing
market, on the request of the Paris Municipal Authorities.
In a notice issued on 11 January 2012, the Competition
Authority stated that “the Paris market is highly concentrated”
and that “the Casino Group has more than 60% of the
market in terms of retail space”, representing “an obstacle
to competition”. The Group entirely refutes the Authority’s
analysis, noting that its share of the Paris market, combined
with that of Monoprix, does not exceed 38.5% according to
several studies. However, the Authority stated that Group did
not abuse a dominant position or engage in anti-competitive
behaviour, stressing that Casino had invested in the FranprixLeader Price and Monoprix networks “with the approval of
the competition authorities” and recognising that “Casino’s
success can be attributed to its strategy and its own merits”.
As the Competition Authority was called on solely for the
purpose of issuing an opinion on the matter, it has no legal
power to intervene. Nevertheless, Casino reserves the right to
contest the validity of the Authority’s qualified opinion.
36
Mercialys property and financing transaction
On 9 February 2012, Casino announced a plan to significantly
improve its financial flexibility in parallel with the launch of
Mercialys’s new strategy:
■
Casino will retain an interest of between 30% and 40% in
Mercialys by the end of 2012, whilst renewing its partnership
and confirming its vision of the Group’s dual development
model;
■
Mercialys has announced a capital redemption and a new
financial structure.
As part of its new strategy, Mercialys will recommend two
successive payouts to its shareholders during 2012, totalling
about €1.25 billion (including €1.15 billion in a capital
redemption). It plans to distribute €1 billion in the first half
and up to €250 million in the second, following a further
shareholders’ meeting, subject to completion of its disposal
programme, which will require approval from its new Board
of Directors.
These payouts will enable Casino to recover its historical
investments in Mercialys.
MANAGEMENT REPORT
Outlook for 2012 and conclusion
Casino will remain a key partner to Mercialys whilst retaining a
30% to 40% interest compared with its current majority holding.
Mercialys’s Board of Directors will be adapted accordingly.
The two companies intend to renew their partnership and
Mercialys will therefore continue to contribute to developing the
Group’s value-creating dual retail and property development
model.
Mercialys will be accounted for by the equity method on the
date Casino loses control.
Monoprix: disagreement on
the Galeries Lafayette put price
In 2000 and 2003, Galeries Lafayette sold 50% of Monoprix to
Casino. Between 1 January 2012 and 2028, Casino has the
right to acquire a majority interest and, as of 31 March 2012,
the separate right to appoint the Chairman and Chief Executive
for terms of three years alternating with Galeries Lafayette.
Galeries Lafayette has a put option on its remaining 50% and
on 7 December 2011 initiated the process of determining the
price of the put, triggering the option exercise period, and
notified Casino of its intention to end their partnership.
The banks appointed to determine the price have failed to
reach agreement and under the terms of the memorandum of
2
understanding a third bank will be appointed, whose valuation
will be binding.
The bank approached for this purpose has refused to become
involved unless the two parties first reach agreement on the
key financial projections underlying the valuation. To date,
they have failed to do so. Galeries Lafayette claims that its
financial assumptions should be accepted by Casino and has
therefore refused to appoint a third bank and has taken legal
proceedings against Casino in the Paris commercial court.
Casino believes that the sole purpose of the lawsuit is to
pressurise it into accepting the price set by Galeries Lafayette.
Shortly after valuing its interest at €1.95 billion under the
valuation process, Galeries Lafayette made Casino an offer of
€1.35 billion, which Casino has rejected, as its own advisory
bank has valued Galeries Lafayette’s interest at €700 million.
Against this background, just as Casino was due to take over
the chairmanship of Monoprix on 31 March 2012, Galeries
Lafayette chose to breach its contractual commitments at
the Monoprix Board meeting of 22 February 2012, by having
its appointed directors vote in favour of extending Philippe
Houzé’s term of office as Chairman and Chief Executive Officer.
Casino has taken the appropriate legal action to force Galeries
Lafayette to honour its commitments.
2.5.
Outlook for 2012 and conclusion
The new-profile Casino Group will continue to pursue its
strategy of profitable growth. In 2012, more than 50%
of revenue and trading profit will come from high-growth
countries, due to:
■
■
Casino’s intention to exercise its option to obtain control of
GPA, Brazil’s leading retailer, in June 2012, at which stage
GPA will be fully consolidated by the Group;
continued expansion in the Group’s four core countries
with a multiformat strategy focusing on the convenience
and discount sectors, as well as developing the dual model
based on shopping malls alongside new stores.
By adapting its country, business and format mix, the Group
will be better able to serve its customers’ needs and thereby
generate profitable growth. Targets for 2012 are:
■
revenue growth of more than 10%;
■
stable share of the French food market;
■
improved margins at Franprix-Leader Price.
Lastly, the Group intends to keep up an active asset rotation
policy, with the aim of selling and reinvesting €1.5 billion in
2012. It will aim to maintain a substantial level of financial
flexibility and keep its net debt to EBITDA ratio under 2.2x.
In France, the Group will continue to change its business
mix and focus increasingly on the most promising, profitable
formats, in line with consumer expectations:
■
multiformat strategy focusing on the most promising and
profitable concepts, as well as continued development of
multi-channel activities;
■
strengthening the dual model: optimising the allocation of
space between hypermarkets and shopping malls.
2
MANAGEMENT REPORT
Share Capital and Share Ownership
2.6.
2.6.1. Share capital
As of 31 December 2011, the share capital amounted to €169,289,377.56 divided into 110,646,652 shares each with a par
value of €1.53.
As of 29 February 2012, the share capital amounted to €169,289,530.56 divided into 110,646,752 shares each with a par
value of €1.53.
2.6.2. Treasury shares – Authorisation to trade in Company shares
On 14 April 2011, the shareholders authorised the Board of
Directors to purchase shares of the Company in accordance
with the provisions of Articles L. 225-209 et seq. of the
French Commercial Code (Code de commerce) notably for
the following purposes:
that the use of such instruments does not significantly increase
the shares’ volatility. The shares may also be used for stock
lending transactions in accordance with Articles L. 211-22
et seq. of the French Monetary and Financial Code (Code
monétaire et financier).
to maintain a liquid market in the Company’s shares through
market-making transactions carried out by an independent
investment services provider acting in the name and on behalf
of the Company under a liquidity contract that complies with
a code of ethics approved by the French securities regulator
(Autorité des Marchés Financiers);
The maximum authorised purchase price is €100 per share.
to allocate shares (i) on exercise of stock options granted by
the Company pursuant to Articles L. 225-177 et seq. of the
French Commercial Code (Code de commerce), (ii) under
an employee stock ownership plan governed by Articles
L. 3332-1 et seq. of the French Labour Code (Code du
travail) or (iii) in connection with share grants governed by
Articles L. 225-197-1 et seq. of the French Commercial Code
(Code de commerce);
Liquidity contract
■
■
■
to allot shares upon exercise of rights attached to securities
redeemable, convertible, exchangeable or otherwise
exercisable for shares;
■
to keep shares for subsequent delivery in payment or
exchange for shares of another company in accordance
with market practices approved by the French securities
regulator (Autorité des Marchés Financiers);
■
to cancel shares, in order to increase earnings per share;
■
to implement any other market practices authorised in the
future by the French securities regulator (Autorité des Marchés
Financiers) and, generally, to carry out any transaction allowed
under current legislation.
The shares may be purchased, sold, transferred or exchanged
by any method, including through block trades or other
transactions carried out on the regulated market or over-the
counter. The authorised methods include the use of any
derivative financial instruments traded on the regulated market
or over-the-counter and of option strategies, on the basis
authorised by the competent securities regulators, provided
38
Transactions carried out in 2011 and until
29 February 2012
In February 2005, Casino mandated Rothschild & Cie Banque
to implement a liquidity contract to ensure a wide market and
regular quotations for its shares. The contract complies with
the Code of Conduct of the Association française des marchés
financiers (AMAFI) approved by the French securities regulator
(Autorité des Marchés Financiers) on 1 October 2008. Casino
allocated 700,000 ordinary shares and the sum of €40 million
to the liquidity account. A total of 2,242,793 shares were
purchased in 2011 at an average price per share of €67.51,
and 2,242,793 shares were sold at an average price of €64.39.
At 31 December 2011, the liquidity account held no shares
and €84.7 million.
From 1 January to 28 February 2012, a total of 101,110 shares
were purchased at an average price per share of €67.04, and
101,110 shares were sold at an average price of €67.42.
At 29 February 2012, the liquidity account held no shares
and €84.8 million.
Call options to cover options to purchase
existing shares of Casino stock
Call options
In 2007, to cover the stock option plan granted on 13 April
2007, Casino purchased call options on ordinary shares with
the same attributes (number, price and final exercise date) as
the stock options granted to employees and officers under
MANAGEMENT REPORT
the plans. In 2009, the number and exercise price of the calls
outstanding were adjusted pursuant to the payment of a part
of Casino’s 2008 dividend in Mercialys shares.
In 2011, no calls were purchased, no calls were exercised and
46,025 calls were cancelled after a corresponding number
of stock options were cancelled when the grantees left the
Company. Premiums received totalled €0.12 million. No calls
lapsed during the year without being exercised.
Expiry date
2011 transactions
Calls
outstanding
at 1 January
Calls
Calls
Calls
2011 cancelled exercised
lapsed
From 1 January to 29 February 2012, no calls were exercised
and 645 were cancelled after a corresponding number of stock
options were cancelled when the grantees left the Company.
Premiums received totalled €1,375.00.
The following table shows the attributes of the call options
purchased as well as transactions carried out during 2011
and from 1 January to 29 February 2012:
2012 transactions
Calls
Calls
outstanding
outstanding at
at
Calls 31 December
Calls
Calls 29 February
adjusted
2011 cancelled exercised
2012
12 Oct. 2012
250,617
46,025
-
-
-
204,592
645
-
203,947
TOTAL
250,617
46,025
-
-
-
204,592
645
-
203,947
Other stock transactions
In 2011, to cover any share and stock options grants, the
Company purchased 1,037,205 shares at an average price
of €73.68 through an investment services provider acting on
behalf of the Company on an arm’s length basis.
The Company sold 538,240 shares at an average price of
€64.24 and cancelled 505,993 shares.
531,438 shares were cancelled in the twenty-four months
from 1 March 2010 to 29 February 2012.
Number of shares held at 31 December 2010
Number of shares purchased under a liquidity contract
Number of shares sold under a liquidity contract
Shares purchased
The table below shows details of treasury shares bought and
sold between 1 January and 31 December 2011, and between
1 January and 29 February 2012, together with the number
of treasury shares held by the Company:
Number of shares
% of capital represented by
total number of shares held
6,958
0.006
2,242,793
(2,242,793)
1,037,305
(538,240)
(505,993)
Number of shares sold under the liquidity contract
NUMBER OF SHARES HELD AT 29 FEBRUARY 2012
At the year-end, the Company owned 30 shares (purchase
cost: €1,339) with a par value of €1.53. Based on closing
prices at 30 December 2011 (€65.08), their market value
totalled €1,952.
€71.73
Summary of stock transactions
Shares cancelled
Number of shares purchased under the liquidity contract
Adjusted
exercise
price
No other treasury share transactions were carried out between
1 January and 29 February 2012.
Shares sold
Number of shares held at 31 December 2011
2
30
0
101,110
(101,110)
30
0
At 29 February 2012, the Company owned 30 shares
(purchase cost: €1,339) with a par value of €1.53. Based
on closing prices at 29 February 2012 (€73.12), their market
value totalled €2,194.
2
MANAGEMENT REPORT
On 31 December 2011, Germinal SNC, an indirectly whollyowned subsidiary, held 928 ordinary shares.
At the Annual General Meeting of 11 May 2012, shareholders
will be asked to renew the authorisation for the Board of
Directors to purchase Company shares pursuant to Article
L. 225-209 of the French Commercial Code (Code de
commerce), notably for the following purposes:
■
investment services provider acting in the name and on behalf
of the Company under a liquidity contract that complies with
a code of ethics approved by the French securities regulator
(Autorité des Marchés Financiers);
■
to allocate shares (i) on exercise of stock options granted by
the Company pursuant to Articles L. 225-177 et seq. of the
French Commercial Code (Code de commerce), (ii) under
an employee stock ownership plan governed by Articles
L. 3332-1 et seq. of the French Labour Code (Code du
travail) or (iii) in connection with share grants governed by
Articles L. 225-197-1 et seq. of the French Commercial Code
(Code de commerce);
■
■
■
to cancel shares, in order to increase earnings per share;
■
40
The maximum authorised purchase price will be €100 per
ordinary share.
The use of this authorisation may not have the effect of
increasing the number of shares held in treasury to more than
10% of the total number of shares outstanding. Based on
the number of shares outstanding on 29 February 2012, less
the 958 shares held in treasury at that date, and assuming
that the shares held in treasury are not cancelled or sold, the
maximum limit is 11,063,717 shares. The maximum amount
that may be invested in the share buyback programme is
therefore €1,106.37 million. When shares are purchased under
a liquidity contract, the number of shares taken into account
to calculate the 10% limit is the number of shares purchased
less the number of shares sold under the liquidity contract
throughout the term of the authorisation.
This authorisation will be valid for a period of 18 months.
The Company may use this resolution and continue its share
buyback programme even in the event of a public offer for
the Company’s shares or other securities or a public offer
initiated by the Company.
At the Annual General Meeting of 14 April 2011, the
shareholders renewed their authorisation for the Board of
Directors to reduce the share capital by cancelling treasury
shares for a period of 26 months until 13 June 2013.
MANAGEMENT REPORT
2
2.6.3. Share capital authorised but not yet issued
future growth and improve its financial position, as well as to
make share grants to Group employees and officers. These
authorisations are summarised in the table below:
At their Annual General Meeting of 14 April 2011, the
shareholders granted the Board of Directors various
authorisations to increase the share capital for the purpose of
raising funds in the market, if necessary, to finance the Group’s
Transactions
Maximum amount
(1) (2)
Terms and
conditions
(*)
Date of
authorisation Term
Expiry
Capital increase by issuing shares or securities
carrying rights to new or existing shares of the
Company or existing shares of any company in
which it directly or indirectly owns more than 50%
of the share capital or to debt securities, with
pre-emptive rights in the case of new share issues
€80 million
of the share capital or to debt securities, without
pre-emptive rights in the case of new share issues
€40 million(1) (2)
without PE(*) 14 April 2011 26 months 13 June 2013
of the share capital or to debt securities by means
of an offering as referred to in Article L. 411-2 II of
the French Monetary and Financial Code (Code
monétaire et financier), without pre-emptive rights in
the case of new share issues
10% of the share
capital a year(1)
Capital increase by capitalising reserves, earnings,
share premiums or other capitalisable sums
€80 million (1)
-
Capital increase by issuing shares or share
equivalents to pay for contributions in kind made
to the Company comprising shares or share
equivalents
10% of the share
capital(1)
Capital increase by issuing shares or share
equivalents in the event of a share exchange offer
initiated by Casino, Guichard-Perrachon for the
shares of another listed company
€80 million(1) (2)
Capital increase by issuing shares to employees
who are members of an employee share ownership
plan provided by the Company or related companies
4% of the total number
of shares outstanding
on 14 April 2011
(i.e. 4,427,280 shares)
Stock option grants to employees and officers
of the Company and related companies
on 14 April 2011
(i.e. 2,213,640 shares)
Share grants of new or existing ordinary shares
to employees and officers of the Company and
related companies
on 14 April 2011
(i.e. 1,106,820 shares)
with PE
14 April 2011 26 months 13 June 2013
14 April 2011 26 months 13 June 2013
(*) PE = pre-emptive subscription rights.
(1) The aggregate of the debt securities which may be issued, immediately or in the future, pursuant to the above authorisations, may not exceed €2 billion or its
equivalent value in other currencies or monetary units based on a basket of currencies.
(2) The amount of debt securities that may be issued, immediately or in the future, pursuant to this authorisation, may not exceed €2 billion or its equivalent value in
other currencies or monetary units based on a basket of currencies.
2
MANAGEMENT REPORT
None of these authorisations is due to expire and no new resolutions in this respect will be put to the Annual General Meeting.
The Board of Directors used these authorisations in 2011 to make stock grants totalling 444,508 shares (see section below
entitled “Stock equivalents”).
2.6.4. Stock equivalents
Options to purchase new shares
Since 1990, the Group has introduced several stock option plans for officers and employees. Details of all stock option plans
that expired in 2011 and those valid at 29 February 2012 are shown below. No executive officers have received stock options.
Grant date
Initial
exercise
date
Expiry date
8 Dec. 2005
8 Dec. 2008
Number
of options
outstanding at
29 February
2012(1)
(€)
Number
of options
granted
Number
of options
exercised
Number
of options
cancelled
or lapsed
56.31
50,281
21,633
28,648
0
354,360
170,164
184,196
0
Original
number of
grantees
Subscription
price
7 June 2011
413
13 April 2006
13 April 2009
12 Oct. 2011
317
58.16
15 Dec.
2006
15 Dec.
2009
14 June
2012
504
69.65
53,708
507
26,244
26,957
13 April 2007
13 Oct. 2010
12 Oct. 2012
351
75.75
362,749
0
176,560
186,189
7 Dec. 2007
7 June 2011
6 June 2013
576
74.98
54,497
0
18,805
35,692
14 April 2008
14 Oct. 2011
13 Oct. 2013
415
76.72
434,361
0
159,974
274,387
5 Dec. 2008
5 June 2012
4 June 2014
633
49.02
109,001
0
24,850
84,151
8 April 2009
8 Oct. 2012
7 Oct. 2014
33
49.47
37,150
0
3,831
33,319
4 Dec. 2009
4 June 2013
3 June 2015
559
57.18
72,603
0
16,106
56,497
29 April 2010
29 Oct. 2013
28 Oct. 2015
33
64.87
48,540
0
3,175
45,365
(1) Number of options granted at inception less those exercised and those cancelled when the grantees left the Company.
42
2
MANAGEMENT REPORT
Share grants
Pursuant to the provisions of articles L. 225-197-1 et seq.
of the French Commercial Code (Code de commerce), the
Company has made share grants to employees of Group
companies.
Pursuant to the provisions of article L. 225-197-2 of the French
Commercial Code (Code de commerce) and the authorisation
granted by the shareholders, share grants may be made to
employees of Casino’s parent companies, particularly when
they provide strategic and development advice to Casino.
In this context, an employee of the company Rallye received
share grants in 2011.
Details of all share grant plans valid at 29 February 2012 are
shown below. No executive officers have received share grants.
Number of shares granted
Number of
grantees
To the top ten
grantees(*)
Total adjusted
number of shares
granted at
29 February 2012(1)
4 Dec. 2014
3
24,463
11,718(2)
29 April 2013
29 April 2015
29
39,556
43,826(2)
29 April 2010
29 April 2013
29 April 2015
882
45,100
244,310(3)
29 April 2010
29 April 2013
29 April 2015
20
4,270
5,100(3)
29 April 2010
29 April 2013
29 April 2015
68
7,060
11,945(3)
22 Oct. 2010
22 Oct. 2012
22 Oct. 2014
2
4,991
2,062(2)
3 Dec. 2010
3 Dec. 2013
3 Dec. 2015
469
8,120
16,036(2)
15 April 2011
15 April 2013
15 April 2015
10
39,102
39,102(2)
15 April 2011
15 April 2013
15 April 2015
10
28,646
28,646(3)
15 April 2011
15 April 2014
15 April 2016
32
34,423
44,330(2)
15 April 2011
15 April 2014
15 April 2016
899
38,300
222,549(3)
15 April 2011
15 April 2014
15 April 2016
52
3,190
6,820(3)
15 April 2011
15 April 2016
15 April 2016
3
1,620
1,620(3)
15 April 2011
15 April 2016
15 April 2016
13
6,065
6,250(3)
15 April 2011
15 April 2016
15 April 2016
22
4,360
5,455(3)
15 April 2011
15 April 2016
15 April 2016
2
600
600(3)
15 April 2011
15 April 2014
15 April 2016
11
3,400
3,400(3)
15 April 2011
15 April 2016
15 April 2016
5
1,765
1,765(3)
15 April 2011
15 April 2016
15 April 2016
2
380
380(3)
15 April 2011
15 April 2016
15 April 2016
40
5,410
9,965(3)
21 October 2011
21 October 2014
21 October 2016
3
3,742
3,742(2)
21 October 2011
21 October 2013
21 October 2015
4
26,931
26,931(2)
21 October 2011
21 October 2014
21 October 2016
2
400
400(3)
21 October 2011
21 October 2014
21 October 2016
1
3,800
3,800(3)
2 December 2011
2 December 2014
2 December 2016
632
10,570
23,064(2)
Grant date
Vesting date
Date from which the
shares may be sold
4 Dec. 2009
4 Dec. 2012
29 April 2010
(*) At inception.
(1) Number of options granted at inception less those cancelled when the grantees left the Company or on failure to meet performance conditions.
(2) The share grants are contingent only upon the grantees remaining with the Company until the vesting date.
(3) The share grants are contingent upon the grantees remaining with the Company until the vesting date and upon achievement of a performance condition.
Performance conditions mainly involve organic sales growth and trading profit levels.
2
MANAGEMENT REPORT
The following table shows the number of shares that have vested under the share grant plans of 14 April 2008, 5 December
2008 and 8 April 2009:
Grant date
Vesting date
Number of shares vested
Type of shares
14 April 2008
14 October 2011
(2)
3,555
New shares
14 April 2008
14 October 2011(2)
1,580
New shares
(1)
14 April 2008
14 April 2011
5 December 2008
5 December 2011(1)
8 April 2009
6,517
New shares
500
New shares
8 October 2011(2)
346,866
New shares
8 April 2009
8 October 2011
(2)
5,250
New shares
8 April 2009
8 October 2011(2)
5,740
New shares
8,000
New shares
8 April 2009
8 April 2011
(1)
(1) The share grants were contingent only upon the grantees remaining with the Company until the vesting date.
(2) The share grants were contingent upon the grantees remaining with the Company until the vesting date and upon achievement of a performance condition.
Performance conditions mainly involved organic sales growth, trading profit levels, and net financial debt.
The share grant plan of 14 April 2008 was contingent upon
the grantees remaining with the Company until the vesting
date and upon achievement of a performance target based
on organic sales growth on a comparable scope basis over
two years (31 December 2009 versus 31 December 2007) of
French operations that are fully or proportionately consolidated
including Franprix-Leader Price and Monoprix but excluding
Vindémia. These shares did not vest on 14 October 2011 as
the performance condition was not met.
2.6.5. Potential number of shares
The potential number of shares at 29 February 2012 is as follows:
Number of shares at 29 February 2012
110,646,752
Stock options
742,557
Share grants
763,816
TOTAL NUMBER OF POTENTIAL SHARES
112,153,125
The number of shares could therefore be increased by 1.36%, representing 1.34% potential dilution of the existing share base.
44
MANAGEMENT REPORT
2
2.6.6. Change in share capital over the last five years
From 1 January 2007 to
29 February 2012
2007
2009
Preferred
Par value
295,234
-
451,708.02
(101,214)
-
Stock options
278,222
Absorption of
subsidiaries
Preferred
Total
97,093,630
15,124,256
112,217,886
(154,857.42)
7,005,481.54 171,538,508.16
96,992,416
15,124,256
112,116,672
-
425,679.66
16,744,735.28 171,964,187.82
97,270,638
15,124,256
112,394,894
42
-
64.26
3,005.15 171,964,252.08
97,270,680
15,124,256
112,394,936
Cancellation
of preferred stock
-
(534,787)
(818,224.11) (23,163,161.80) 171,146,027.97
97,270,680
14,589,469
111,860,149
Cancellation
of ordinary shares
(301,489)
-
(461,278.17) (20,984,265.02) 170,684,749.80
96,969,191
14,589,469
111,558,660
Creation of Emily
2 employee share
ownership plan
800,000
-
1,224,000.00
35,720,000.00 171,908,749.80
97,769,191
14,589,469
112,358,660
77,169
-
118,068.57
(118,068.57) 172,026,818.37
97,846,360
14,589,469
112,435,829
(14,589,469) (3,188,848.95)
Share grants
3,188,848.95 168,837,969.42
110,351,614
-
110,351,614
Stock options
9,373
-
14,340.69
529,881.24 168,852,310.11
110,360,987
-
110,360,987
Stock options
281,725
-
431,039.25
15,892,922.48 169,283,349.36
110,642,712
-
110,642,712
46
-
70.38
1,948.34 169,283,419.74
110,642,758
-
110,642,758
Share grants
51,550
-
78,871.50
(78,871.50) 169,362,291.24
110,694,308
-
110,694,308
Cancellation of shares
(25,445)
-
(38,930.85)
(1,698,089.04) 169,323,360.39
110,668,863
-
110,668,863
Stock options
105,332
-
161,157.96
5,941,798.41 169,484,518.35
110,774,195
-
110,774,195
Share grants
378,450
-
579,028.50
(579,028.50) 170,063,546.85
111,152,645
111,152,645
(505,993)
-
(774,169.29) (35,799,044.60) 169,289,377.56
110,646,652
110,646,652
100
-
2012
12,505,254
Premium
Total number of shares in issue
17,558,341.01 171,693,365.58
Stock options
Absorption of a
subsidiary
2011
(in €)
Ordinary
Conversion of preferred
non-voting shares into
ordinary shares(1)
2010
Share
capital
(in €)
Ordinary
Cancellation
of ordinary shares
2008
Increase/(decrease)
in share capital
Number of shares
issued/cancelled
Stock options
153.00
6,812.00 169,289,530.56
110,646,752
-
110,646,752
(1) On the basis of 6 ordinary shares for 7 non-voting preferred shares.
2.6.7. Ownership of share capital and voting rights
At 31 December 2011, a total of 160,113,425 voting rights
were attached to the 110,645,694 ordinary shares in issue.
The difference between these two figures is due to the fact
that certain registered shares carry double voting rights (see
“Voting rights” on page 247). It also reflects the fact that
Casino shares held directly or indirectly by the Company are
stripped of voting rights.
Taking account of the gain or loss of double voting rights by
some shareholders since 1 January 2012 and the number
of treasury shares, a total of 160,070,011 voting rights were
attached to the 110,645,794 ordinary shares in issue as of
29 February 2012.
2
MANAGEMENT REPORT
Casino, Guichard-Perrachon is controlled, directly and indirectly, by Euris. The diagram below shows the Company’s position
within the Group as of 29 February 2012:
(1) Euris is controlled by Jean-Charles Naouri.
EURIS (1)
92.36% (2)
(2) 92.48% of the voting rights.
89.21% (3)
FINATIS
FONCIÈRE EURIS
55.55% (4)
49.93% (5)
( 5) Held directly or indirectly, excluding treasury shares,
by Rallye and its subsidiaries representing 61.26%
of voting rights.
RALLYE
CASINO, GUICHARD-PERRACHON
Listed company
The tables below show the ownership of share capital and voting rights as of 31 December 2009, 2010 and 2011, and as
of 29 February 2012:
Voting rights(1)
Ordinary shares
31 December 2009
Public
Registered
Number
%
Number
%
49,703,303
45.0
52,664,256
32.4
3,626,096
3.3
6,587,049
4.1
Bearer
46,077,207
41.8
46,077,207
28.4
Rallye Group
60.7
53,653,315
48.6
98,598,796
Galeries Lafayette
2,049,747
1.9
2,985,505
1.8
CNP Group
1,887,957
1.7
3,775,914
2.3
Employee share ownership plan
2,980,707
2.7
4,321,675
2.7
85,958
0.1
-
-
110,360,987
100.0
162,346,146
100.0
Treasury stock
TOTAL
Voting rights(1)
Ordinary shares
31 December 2010
Public
Registered
Bearer
Number
%
Number
%
50,970,449
46.1
53,599,549
33.3
3,588,705
3.2
6,217,805
3.9
47,381,744
42.8
47,381,744
29.4
53,653,315
48.5
97,235,999
60.4
Galeries Lafayette
2,049,747
1.9
2,985,505
1.9
CNP Group
1,887,957
1.7
3,775,914
2.3
2,099,509
1.9
3,440,373
2.1
Rallye Group(2)
Treasury stock
(3)
TOTAL
7,886
-
-
-
110,668,863
100.0
161,037,340
100.0
Voting rights(1)
Ordinary shares
31 December 2011
Public
Registered
Bearer
Rallye Group(2)
Number
%
Number
%
49,394,179
44.6
51,906,054
32.4
3,846,046
3.5
6,357,921
4.0
45,548,133
41.2
45,548,133
28.4
55,250,595
49.9
98,060,168
61.2
Galeries Lafayette
2,049,747
1.9
2,985,505
1.9
CNP Group
1,887,957
1.7
3,775,914
2.4
2,063,216
1.9
3,385,784
2.1
958
-
-
-
110,646,652
100.0
160,113,425
100.0
Treasury stock(3)
TOTAL
46
MANAGEMENT REPORT
Voting rights(1)
Ordinary shares
29 February 2012
Public
Registered
Bearer
Rallye Group(2)
2
Number
%
Number
%
49,452,628
44.7
51,942,364
32.4
3,829,292
3.5
6,319,028
3.9
45,623,336
41.2
45,623,336
28.5
55,250,595
49.9
98,060,168
61.3
Galeries Lafayette
2,049,747
1.9
2,985,505
1.9
CNP Group
1,866,582
1.7
3,733,164
2.3
2,026,242
1.8
3,348,810
2.1
958
0
-
-
110,646,752
100.0
160,070,011
100.0
Treasury stock(3)
TOTAL
(1) Rights to vote in Annual General Meetings, which are not the same as the voting rights published under France’s disclosure threshold rules. When the monthly
disclosures of total voting rights and shares are made, the number of voting rights is calculated, in compliance with Article 223-11 of the AMF’s General Rules and
Regulations, on the basis of all the shares carrying voting rights, including shares held in treasury, whose voting rights may not be exercised in Annual General
Meetings.
(2) At 31 December 2011, Rallye SA held 20.76% of the share capital representing 27.10% of the voting rights directly, and 29.17% of the share capital representing
34.14% of the voting rights indirectly via four subsidiaries which own over 5% of the share capital and/or voting rights: Alpétrol with 11.19% of the share capital
and 15.44% of the voting rights, Cobivia with 8.48% of the share capital and 9.27% of the voting rights, Habitation Moderne de Boulogne with 4.14% of the share
capital and 5.73% of the voting rights and Matignon Sablons with 5.35% of the share capital and 3.70% voting rights.
At 29 February 2012, Rallye SA held 20.76% of the share capital representing 27.11% of the voting rights directly, and 29.17% of the share capital representing
34.15% of the voting rights indirectly via four subsidiaries which own over 5% of the share capital and/or voting rights: Alpétrol with 11.19% of the share capital
and 15.44% of the voting rights, Cobivia with 8.48% of the share capital and 9.28% of the voting rights, Habitation Moderne de Boulogne with 4.14% of the share
capital and 5.73% of the voting rights and Matignon Sablons with 5.35% of the share capital and 3.70% voting rights.
(3) Casino held 928 ordinary shares through Germinal SNC, an indirectly wholly-owned subsidiary.
Through the Group’s employee share ownership plan and its
various mutual funds, Group employees owned 2,063,216
shares on 31 December 2011, representing 1.86% of the
share capital and 2.11% of the voting rights.
On 30 December 2011, the Company conducted a survey
of holders of bearer shares. The survey identified 51,862
shareholders or nominees, together holding 47,356,013
shares, representing 42.80% of the share capital.
The number of Casino shareholders is estimated at about
57,000 (source: survey of identifiable holders of bearer shares
carried out on 30 December 2011, and shareholders’ register).
To the best of the Company’s knowledge, no shareholder
other than those listed above holds over 5% of the Company’s
share capital or voting rights.
Between 1 January 2011 and 29 February 2012, the following shareholders disclosed a notifiable interest to the AMF:
Number of shares and
voting rights disclosed
% of the
share
capital(1)
% of voting
rights (1)
AMF
reference
Shareholder
Date of disclosure
Direction
Rallye Group
26 April 2011
Increase
55,550,595
99,133,279
50.19
61.57
211C0523
4 May 2011
Increase
24,272,039
44,692,888
21.93
27.76
211C0622
14 October 2011
Decrease
4,585,964
9,171,928
4.16
5.74
211C1891
Rallye
L’Habitation
Moderne de
Boulogne
Matignon
Sablons
Rallye Group
14 October 2011
Increase
5,925,046
5,925,046
5.38
3.71
211C1891
24 November 2011
Decrease
55,250,595
98,060,168
49.93
61.24
211C2316
(1) Based on information provided by the Company pursuant to article L. 233-8 of the French Commercial Code (Code de commerce) and article L. 223-16 of the
AMF’s General Rules and Regulations on the date of disclosure. However, the total number of voting rights published monthly is calculated, in compliance with
article L. 223-11 of the AMF’s General Rules and Regulations, on the basis of all the shares carrying voting rights, including shares held in treasury, whose voting
rights may not be exercised in Annual General Meetings.
2
MANAGEMENT REPORT
As of 31 December 2011, 19,064,132 registered shares had been pledged by their holders. The table below shows details
of shares pledged by the Rallye Group to secure various credit facilities:
Beneficiary
Crédit Agricole d’Île-de-France
(1)
3,154,318
2.85
July 2015
(1)
2,345,297
2.12
June 2012
(1)
2,123,490
1.92
June 2013
(1)
1,940,828
1.75
1,023,622
0.93
872,031
0.79
Expiry date
July 2012
February 2009
June 2007
March 2007
HSBC
Groupe Banque Populaire(2)
% of share
capital
pledged
July 2007
Rabobank
(2)
Number of
shares pledged
Date of initial
pledge
Conditions
for release of
pledge
January 2007
January 2012
(1)
RBS
June 2011
June 2016
(1)
Other banks(2)
May 2008
June 2017
(1)
Bayerische Landesbank
TOTAL
7,588,858
6.86
19,048,444
17.22
(1) On repayment or maturity of the facility.
(2) Initial pledge date and expiry date are the earliest and latest respectively for credit facilities currently in place.
To the best of the Company’s knowledge, there are no
shareholder pacts involving the Company’s shares.
On 31 December 2011, Casino shares held directly by
members of the Board of Directors represented 0.01% of the
share capital and voting rights in annual meetings. On the same
date, 49.94% of the share capital and 61.26% of the voting
rights were controlled directly or indirectly by these members.
On 29 February 2012, Casino shares held directly by members
of the Board of Directors represented 0.01% of the share
capital and voting rights in annual meetings. On the same
date, 49.94% of the share capital and 61.27% of the voting
rights were controlled directly or indirectly by these members.
The following table presents transactions disclosed to the
Company by directors and related parties from 1 January
2011 to 29 February 2012:
Purchase/
sale
Number
(in €)
Abilio Dos Santos Diniz, director
Purchase
200
13,256.00
24 March 2011
Catherine Lucet, director
Purchase
445
29,999.90
21 April 2011
Rallye SA, company related to Foncière Euris, director
Purchase
60,000
4,125,600.00
21 April 2011
Purchase
50,000
3,438,250.00
21 April 2011
Purchase
50,000
3,443,000.00
21 April 2011
Purchase
25,000
1,725,000.00
26 April 2011
Purchase
132,280
9,323,052.80
26 April 2011
Purchase
50,000
3,464,000.00
26 April 2011
Purchase
1,300,000
92,300,000.00
26 April 2011
Purchase
70,000
4,962,349.00
Date
Shareholder
16 March 2011
Amount
26 April 2011
Purchase
160,000
11,361,600.00
4 May 2011
Purchase
1,000,000
77,000,000.00
14 October 2011
L’Habitation Moderne de Boulogne, company
related to Foncière Euris, director
Sale
2,859,607
178,439,476.80
14 October 2011
Matignons Sablons, company related to Foncière Euris, director
Purchase
2,859,607
178,439,476.80
(1)
1,300,000
84,786,000.00
9 November 2011
(1) Sale under an equity swap, with Rallye retaining exposure to the stock market performance of Casino shares.
48
Other
MANAGEMENT REPORT
Risk factors and Insurance
2
2.7.
Risk management is an integral part of the day-to-day
operational and strategic management of the business and is
organised at several levels (for further details, see “Chairman’s
report on internal control and risk management” as of page
218 of this Registration Document.
The Group has reviewed the main risks that could have a
material impact on its operations, financial position or results.
These risks are described below.
2.7.1. Market risks
The Group has set up an organisation to manage liquidity,
currency and interest rate risks on a centralised basis.
The Corporate Finance Department, which reports to the
Group Chief Financial Officer, is responsible for managing these
risks and has the necessary expertise and tools, particularly in
terms of information systems, to fulfil this task. The Corporate
Finance Department operates on the main financial markets
according to guidelines that guarantee the highest levels of
efficiency and security. A regular reporting system has been
set up, allowing Group management to sign off on the policies
followed, which are based on strategies approved in advance
by management.
Interest rate risk
Detailed information about interest rate risk is provided in
note 31 to the consolidated financial statements. The Casino
Group uses various financial instruments to manage interest
rate risk, particularly swaps and interest rate options. These
instruments are used solely for hedging purposes. Details
of hedging positions are provided in note 31.2.1 to the
consolidated financial statements.
Currency risk
Information about currency risk is provided in note 31 and
31.2.2 to the consolidated financial statements. The Casino
Group uses various financial instruments to manage currency
risks, particularly swaps and forward purchases and sales
of foreign currencies. These instruments are used solely for
hedging purposes.
Liquidity risk
The breakdown of long-term debt and confirmed lines of
credit by maturity and currency is provided in note 31.4 to
the consolidated financial statements, together with additional
information concerning debt covenants which, if breached,
would trigger early repayment obligations.
The Group’s liquidity position appears to be very satisfactory.
Upcoming repayments of short-term financial liabilities are
comfortably covered by cash, cash equivalents and undrawn
confirmed bank lines.
The Group’s cash and cash equivalents present no liquidity
or value risk.
Its loan and bond agreements issues include the customary
covenants and default clauses, including pari passu, negative
pledge and cross-default clauses.
None of its financing agreements include a rating trigger.
Public bond issues on the euro market and short-term
confirmed bank lines (up to one year) do not contain any
financial covenants.
Confirmed medium-term bank lines and some private
placements (US private placement notes, 2009 private
placement notes and indexed bonds) contain financial
covenants which, if breached, could trigger accelerated
repayment.
In the event of a change of control of Casino, GuichardPerrachon (within the meaning of article L. 233-3 of the
French Commercial Code (Code de Commerce), most loan
agreements include an option for the lenders, at the discretion
of each, to request immediate repayment of all sums due and,
where applicable, the cancellation of any credit commitments
entered into with the Company.
Commodity risk
Given the nature of its business, the Company is not exposed
to any material commodity risk.
Equity risk
Pursuant to the share buyback programme authorised by
the shareholders (see “Share capital and share ownership”),
the Company is exposed to a risk related to the value of the
treasury shares it holds.
2
MANAGEMENT REPORT
Sensitivity to a 10% decrease in the Casino share price is
shown in note 18 to the parent company financial statements.
The Group’s portfolio of marketable securities (see note 23
to the consolidated financial statements and note 8 to the
parent company financial statements) consists primarily of
money market mutual funds. The Group’s exposure to risks
on this portfolio is low.
Credit and counterparty risk
These risks are measured by a specialist service provider using
credit-scoring techniques. Further information on credit and
counterparty risk is provided in note 31.3 to the consolidated
financial statements.
Part of the Group’s supermarkets and convenience stores are
operated by affiliates or franchisees. The credit risk relating
to these affiliates and franchisees is assessed by the Group
on a case-by-case basis and taken into account in its credit
management policy, mainly by taking collateral or guarantees.
The Group is exposed to customer credit risks through its
consumer finance subsidiary, Banque du Groupe Casino.
2.7.2. Operational risks
Risks related to non-renewal of leases
and real estate assets
Casino has standard commercial leases on its supermarket
and convenience store premises but has no assurance that
they will be renewed on expiry.
The owners could have other plans for the premises on expiry
of the lease, which could prompt them not to renew the
Company’s lease despite the high amount of compensation
for eviction they would have to pay. However, commercial
leases are governed by strict legislation as regards term,
termination, renewal and rent indexation, which limits what
owners can impose.
Given the very few disputes caused by non-renewal of
commercial leases, the risk is not considered to be in any
way material.
As regards property development, where the Group is the
project owner, specifications are drawn up by experts in
accordance with the prevailing regulations and the functional
and operational objectives set for each project.
Risks related to trademarks and banners
The Group owns substantially all of its trademarks and is not
dependent on any specific patents or licences, except for the
Spar trademark which is licensed to the Group for the French
market. The licence was renewed for ten years in 2009.
Furthermore, although the Group has a preventive policy
of protecting all its trademarks, it does not believe that an
infringement would have a material impact on its operations
or results.
Supplier and merchandise
management risk
The Group is not dependent on any specific supply,
manufacturing or sales contracts. Casino deals with over
30,000 suppliers.
More generally, the Group’s real estate portfolio is monitored
regularly to ensure its proper use.
For example, the Group has its own logistics network in
France (approximately 913,000 sq.m. spread among 20 sites)
managed by its Easydis subsidiary. The network spans the
entire country and delivers regularly to the Group’s various
banners, with the exception of Monoprix and Franprix-Leader
Price, which have their own logistics network.
Risks associated with sales methods
Risks related to private label goods
The Group’s banners in France have affiliate and franchise
networks. These represented almost 61% of sales outlets at
31 December 2011, corresponding mainly to supermarket
networks (including Leader Price) and convenience store
networks. The credit risk on these convenience store affiliates
and franchises is taken into account in the Group’s credit
management policy.
As the leading private label retailer in the market, the Group
sells products under its own brand and can therefore be
considered as a producer/manufacturer. It draws up stringent
specifications in terms of nutritional quality and quality
standards for its product ingredients. However, it is nonetheless
exposed to a product liability risk.
Information systems risk
The Group is increasingly dependent on shared information
systems for the production of costed data used as the basis
50
MANAGEMENT REPORT
for operating decisions. Security features are built into systems
at the design phase and procedures are in place to constantly
monitor systems security risks.
However, an information systems failure would not have any
material or prolonged impact on the Company’s operations
or results.
Geographical risk
Part of the Group’s business is exposed to risks and
uncertainties arising from trading in countries (in South
America and Asia, for example) that notably could experience
or have recently experienced periods of economic or political
instability. Recent events are described in notes 2.2 and 33 to
the consolidated financial statements. In 2011, international
operations accounted for 45.4% of consolidated revenue and
51.6% of consolidated trading profit.
2
Industrial and environmental risks
The Group adopted a formal environmental policy in 2003
called “Excellence Verte”, which complies with the objectives
set by the government’s Grenelle de l’Environnement
programme. An Environment Officer is responsible for
coordinating the activities of all of the Group’s operating units
in the area of environmental protection.
Each year, an environmental seminar is held for all local
environment officers in the Group’s various divisions and
subsidiaries in France to review the effectiveness and results
of actions taken and to set out the environmental action plan
for subsequent years.
Environmental risks and management procedures are
described in the Environmental Report which follows this
section.
2.7.3. Legal risks
Compliance risk
The Group is mainly subject to regulations governing the
management of facilities open to the public and listed
facilities. Certain Group businesses are governed by specific
regulations, and more particularly Casino Vacances (travel
agency), Banque du Groupe Casino (banking and consumer
finance), Sudéco (real estate agency), Floréal and Casino
Carburants (service stations), Mercialys (listed REIT-style
property company), L’Immobilière Groupe Casino (property
company) and GreenYellow (photovoltaic energy production).
In addition, administrative consents are required to open new
stores and extend existing ones. International subsidiaries
may be subject to similar requirements under local legislation.
Tax and customs risk
The Group is subject to periodic tax audits in France and its
various other host countries. Provision is made for all accepted
reassessments. Contested reassessments are provided for
on a case-by-case basis, according to estimates taking into
account the risk of an unfavourable outcome.
Claims and litigation
In the normal course of its business, the Group is involved
in various legal or administrative claims and litigation and is
subject to audits by regulatory authorities. Provisions are set
aside to cover these proceedings when the Group has a legal,
contractual or constructive obligation towards a third party
at the year-end, it is probable that an outflow of resources
embodying economic benefits will be required to settle the
obligation, and the amount of the obligation can be reliably
estimated.
Information on claims and litigation is provided in notes 26.1
and 33 to the consolidated financial statements.
As of the Registration Document filing date, the Company is not
and has not been involved in any other governmental, legal or
arbitration proceedings (including any such proceedings that
are pending or threatened of which the Company is aware)
during a period covering at least the previous 12 months which
may have, or have had in the recent past, material negative
effects on the financial position or profitability of the Company
and/or the Group.
However, as noted in the “Shareholder pacts” section of this
document, in its final ruling handed down on 4 February 2011
in the dispute between the Casino Group and the Baud family
over Franprix and Leader Price dividends and late interest, the
arbitration board rejected the Baud family’s claim for payment
of Franprix-Leader Price dividends for 2006 and 2007 and
additional compensation for its foreign tax position, due to
accounting errors and irregularities in the financial statements.
In compliance with the arbitration board’s ruling, in first-half
2011 Casino paid the Baud family €34 million in compensation
corresponding to Franprix-Leader Price dividends for 2008
(€28 million) and additional compensation for the FranprixLeader Price shares previously acquired by Casino (€6 million).
As regards Geimex, a company owned on a 50/50 basis by the
Casino Group and the Baud family that owns the international
rights to the Leader Price brand, the disputes between the
two shareholders mainly concern Casino’s disposal of Leader
Price Polska in 2006 and the Baud family’s Swiss activities,
on which a ruling was handed down by the arbitration board
on 23 December 2011. However, commercial and criminal
litigation between the parties is still pending.
2
MANAGEMENT REPORT
In its 23 December 2011 decision, having ruled out the
possibility of an intentional omission on the part of Casino,
the arbitration board awarded the Baud family €7 million
in compensation for the missed opportunity resulting from
Casino’s failure to issue due notification. Casino will be required
to pay this sum to the Baud family, less €1 million payable by
the Baud family to Casino to cover the Group’s legal expenses.
As a result, the amount of €7 million has been deducted from
“Net profit/(loss) from discontinued operations” and the amount
of €1 million added to “Other operating income”.
As from the end of May 2011, the Brazilian and French press
began reporting on the negotiations in progress between
the Diniz group (Casino’s Brazilian partner), Carrefour and
Gama 2 SPE Empreendimentos e Participaçoes (“Gama”),
an investment vehicle that is wholly-owned by a BTG
Pactual-managed fund and that will be provided capital by
the Brazilian Development Bank (BNDES). In breach of the
shareholder agreements signed in 2006 between the Diniz
family and Casino as parties to their joint venture Wilkes, these
negotiations, which were undertaken without prior notification,
discussion or agreement between the two shareholders, had
as their object the merger of Carrefour’s Brazilian assets with
those of GPA into a 50/50 subsidiary, with Gama becoming
a Carrefour reference shareholder.
In light of this, Casino initiated two arbitration proceedings
against the Diniz group with the International Chamber of
Commerce on 30 May and 1 July 2011 respectively to demand
that the terms and conditions of the shareholders’ agreement
of 27 November 2006 relative to their joint subsidiary Wilkes
(which controls Brazil-based GPA) be upheld and properly
applied. The two cases have since been combined into one.
The Board of Directors of Casino, Guichard-Perrachon met on
12 July 2011 to review the financial terms of the transaction
proposed by Diniz, Carrefour and Gama and announced on
28 June 2011. Based on the review, the Board unanimously
agreed, with the exception of Mr Abilio Diniz who did not
participate in the vote, that the project was contrary to the
interests of GPA, its shareholders and Casino.
On 13 July 2011, the Casino Group noted that Mr Diniz, BTG
Pactual and Carrefour had withdrawn their proposal.
The above events did not lead to a change of control in GPA,
which is still controlled by Wilkes, in accordance with the Wilkes
and GPA shareholders’ agreements signed on 27 November
2006 and 20 December 2006 respectively.
2.7.4. Insurance – Risk coverage
General policy
As in previous years, the main objective of the Group’s
insurance policy in 2011 was to protect its assets, customers
and employees.
The Insurance Department, which reports to Group Finance,
is responsible for:
■
managing centralised insurance programs covering all French
operations (including Mercialys, a listed subsidiary);
■
identifying and quantifying insurable risks;
■
ensuring that the subsidiaries comply with prevention
measures recommended by the insurance company’s
technical departments, particularly those related to facilities
open to the public;
■
implementing and monitoring insurance policies and/or
self-insurance;
■
overseeing insurance brokers’ claims management.
The Group is assisted by international brokers specialising in
major risks and also uses the services of insurers specialising
in industrial risks.
The Insurance Department oversees the local insurance
programmes taken out by foreign subsidiaries where they are
not covered by the Group’s global master policies.
52
Assessment of insurance cover
requirements and related costs
Self-insurance and insurance budget
To smooth its insurance costs whilst controlling risks, the
Group continued to self-insure a large proportion of its
high-frequency claims in 2011, mainly but not exclusively for
property damage and liability.
In addition to the application of low traditional deductibles,
self-insurance also includes deductibles per claim capped by
underwriting year. These capped deductibles mainly concern
major risks such as property damage, business interruption
and liability. They are pooled at Group level by all subsidiaries
insured under the Group’s global insurance programme.
As well these deductibles, the Group continues to reinsure a
portion of its property damage risk through its Luxembourgbased captive reinsurance company, which is consolidated
by the Group and managed locally in compliance with the
regulations applicable to this type of company. A stop loss
policy is taken out to protect the captive reinsurer’s interests
by capping its commitment and transferring the financial cost
to the insurance market above a certain level of claims.
MANAGEMENT REPORT
Deductibles (mainly concerning high-frequency claims) are
managed and monitored by insurance brokers and overseen
(depending on the type and amount of claim) by the Group as
well as the insurers under their contractual policy obligations.
The Group’s total annual insurance budget (premiums and
deductibles) for 2011, excluding group death and disability
plans, totalled an estimated €60 million, representing 0.17%
of 2011 consolidated net revenue.
Summary of insurance cover
The insurance cover described below summarises the main
policies valid during 2011 and as of the date of this report.
It cannot in any way be considered as permanent. It may
be changed at any time to take account of changing risks,
developments in business operations, the claims environment
and the Group’s choices to take account of insurance market
capacity, available cover and rates.
Property damage and business interruption
Most of the Group’s premises are classified as facilities open
to the public. Insurance of the related risks requires careful
management given the involvement of third parties.
Other insurance required by law
In light of the Group’s business activities, it also has the
following insurance cover:
■
motor insurance;
■
damages to works (pre-financing of claims under the ten-year
warranty);
■
construction insurance (ten-year warranty);
■
specific liability insurance (building owners’ association or
property manager, travel agency, bank).
Other insurance
The Group has also taken out various other policies given the
risks involved, including:
■
a worldwide transport and import policy to cover domestic
and international transport of goods;
■
a comprehensive contractor liability insurance programme
to cover damage to buildings under construction,
redevelopment, extension or refurbishment.
This policy is designed to protect the Group’s assets.
It is a “named exclusion” policy (i.e. it covers all losses except
those explicitly excluded) based on cover available in the
insurance market.
Insured risks include but are not limited to fire, explosion,
natural disasters, subsidence, electrical damage and business
interruption.
The maximum sum insured is €220 million per claim for major
claims (fire and explosion), including direct damage and
business interruption. There are certain sub-limits for named
risks, including natural events, subsidence and theft.
Serious fire damage to a Bangkok shopping centre in
2010, followed by floods in the Var département of France
in June 2010 and in Thailand in the last quarter of 2011
(which damaged several of the local subsidiary’s stores and
warehouses) will necessarily lead to new negotiations with the
insurance pool regarding the renewal of the damage/business
interruption policy expiring on 1 July 2012.
Liability
Liability insurance covers the Group for all losses that might
be incurred due to bodily injury, damage to property or
consequential loss suffered by third parties caused by the
Group’s products sold or delivered, technical facilities and
equipment, buildings, store operations and services rendered.
The current policy is also a “named exclusion” policy with a
sub-limit of €76 million for product withdrawal costs and for
employer’s liability for occupational accidents and illness.
2
Risk prevention and crisis management
The Group’s risk prevention policy, particularly with regard to
property damage, which has been in place for several years
now, is based on:
■
regular audits of high value facilities by the insurers’ technical
departments, mainly covering hypermarkets, shopping
centres and warehouses;
■
joint monitoring of the audit and prevention reports for each
facility by the technical departments of both the Group and
its insurers
■
monitoring of the protection in place at each facility according
to need and priorities (e.g. sprinklers, safety and security
installations, etc.);
■
monitoring risk mapping, including natural or other events
both in France and abroad.
The Group has for several years maintained and pursued a
preventive approach to product risk upstream of the sales
outlets, both for private label and branded goods.
In the event of a crisis or major claim, it also has the technical
and advisory resources to take swift action as required to
protect its people, safeguard its assets and, wherever possible,
ensure continuity of business and customer service.
2
MANAGEMENT REPORT
Environmental Report
2.8.
(provided in compliance with article 148-3 of Decree no. 2002-221 of 20 February 2002)
Unless otherwise specified, the employee relations, social
and environmental data presented below concerns all entities
under the Casino Group’s operational control and all of its
majority-held subsidiaries.
Data concerning the franchise outlets, for which the Group
does not have operational control, are not included in the
2011 report.
2.8.1. Scope
The environmental data presented below includes all Géant
Casino, Casino supermarket and Petit Casino stores (including
the Corsican stores managed by the Group’s subsidiary
Codim 2), the Casino cafeterias, the Easydis warehouses,
the shopping centres managed by its subsidiary Sudéco and
the corporate offices.
Data concerning Monoprix (50%-owned) and Cdiscount are
presented separately in the tables below.
Data concerning the franchise outlets are not included in the
2011 report.
Data concerning the Franprix-Leader Price group are presented
separately.
Additional information, including data on foreign subsidiaries,
is available in both the Casino Group’s 2011 annual report and
Corporate Social Responsibility (CSR) Performance document
and Monoprix’s 2011 annual report, as well as on the corporate
website www.groupe-casino.fr.
2.8.2. Environmental management
Environmental policy
In 2003, the Casino Group adopted a formal environmental
policy set out in an action plan called “Excellence Verte”. Each
year, an environmental seminar is held for all environment
officers in the Group’s various divisions and subsidiaries in
France to review the effectiveness and results of actions taken
and to set out the environmental action plan for subsequent
years. The plan is “Factor 4” compliant under the French
government’s Grenelle de l’Environnement programme and
addresses all environmental issues including energy, waste,
transport, water, sustainable construction, eco-design, etc.
Detailed road maps are available in the 2011 annual report
and CSR Performance document.
Casino completed its second carbon audit in 2009 in order to
refine its action plan and update its carbon index for Casino
products launched in June 2008. The index covered more
than 599 products at end-2011.
Casino is also continuing to work on environmental labelling in
partnership with France’s Ademe (Agence de l’Environnement
et de la Maîtrise de l’Énergie) and Afnor (Association Française
de Normalisation) organisations, and submitted a response
to the tender invitation launched in 2010 by the French
Ministry of Ecology, Sustainable Development, Transport
and Housing. By 31 December 2011, calculations had been
made for 84 Casino products, 37 Monoprix products and
14 national brand products for labelling according to the new
environmental index.
54
Environmental assessment
and certification initiatives
Casino continued to roll out its energy consumption monitoring
systems, which cover the majority of its hypermarkets,
supermarkets, cafeterias and warehouses.
Independent electricity consumption audits are performed
regularly, leading to the implementation of corrective action
(see below for details).
An International Food Standard (IFS) certification programme
has been implemented for the Group’s warehouses. All of
Easydis’s 14 food warehouses were certified as of end-2011.
In addition, four warehouses were ISO 14001 certified (two
to level-three standards and two to level-one standards) and
two were certified to France’s HQE environmental standards
(including one to the HQE Excellent standard).
As regards the shopping centres, Mercialys, a Casino
subsidiary, created the first sustainable development label for
shopping centres – the “V” label – in liaison with experts in
the field, including Ecocert Environnement, an independent
external organisation that audits applicant shopping centres on
the basis of a set of about 100 criteria. Five shopping centres
obtained the label in 2011, with a target of 30 by 2015.
2
MANAGEMENT REPORT
Expenditure to limit the environmental impacts of the business
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
Eco-packaging tax + Corepile tax (battery recycling) + D3E tax
(recycling) + Eco-TLC tax (selective waste sorting)*
€
2,446,000
25,411
2,799,720
N/A
Eco contribution on promotional brochures
€
1,656,721
149,409
361,722
N/A
Expenditure for remediation of land owned by the Group*
€
65,000
N/A
N/A
N/A
Indicator
* Excluding Codim 2.
Organisation
At the beginning of 2003, the Casino Group produced
a document setting out its commitments in the area of
sustainable development (see the 2011 annual report and
CSR Performance document, and the corporate website
www.groupe-casino.fr). These commitments, which were
reaffirmed when the Group signed the United Nations Global
Compact in 2009, also cover environmental issues and apply
by default to all Group entities. Areas requiring work on a
Group scale are identified by exchanging best practices and
harmonising action taken depending on local specifics.
The Environment Officer was appointed in 2001 to coordinate
the activities of all of the Group’s operating units in the area
of environmental protection. He is supported by a number of
local officers in the Group’s various business units and reports
to the Corporate Social Responsibility Department set up in
2010 to develop and coordinate more efficiently the Group’s
CSR policy in France and internationally.
Training and information provided
to employees
The Casino Group has set up an accessible, collaborative
platform enabling employees to pool best practices in the area
of environmental protection. Employees are informed of all
relevant resource conservation, energy savings and responsible
consumption topics through a variety of channels, including
the corporate intranet site, the Group’s quarterly magazine
Regards, video screens installed at Group sites, various
brochures and support documents, and conference series.
A corporate social responsibility (CSR) e-learning module
has been set up on the Group’s training website to raise
employee awareness of CSR-related issues and incorporate
CSR principles into daily managerial tasks.
Major awareness campaigns addressing specific topics such
as battery or plastic cap recycling are regularly launched on
behalf of non-profit organisations.
Provisions for environmental risks and insurance cover
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
Provisions for environmental risks*
€
995,000
0
N/A
N/A
Insurance cover for environmental risks
€
0
0
N/A
N/A
Indicator
* Sites concerned: Cholet, Lannion, Mandelieu, Limoges, Oyonnax, Béziers, Gourdon, Chaumont, Pau, Marseille Saint-Gabriel, La Destrousse and Agen.
Compensation paid and action taken
to remedy environmental damage
The Group was not ordered to pay any compensation for
environmental damage in 2011 by decision of any court.
Objectives set for foreign subsidiaries
At the beginning of 2003, the Casino Group produced
a document setting out its commitments in the area of
sustainable development (for further information, see the
2011 annual report and CSR Performance document,
and the corporate website www.groupe-casino.fr). These
commitments, which were reaffirmed when the Group
signed the United Nations Global Compact in 2009, also
cover environmental issues and apply by default to all Group
entities. Areas requiring work on a Group scale are identified
by exchanging best practices and harmonising action taken
depending on local specifics.
2
MANAGEMENT REPORT
2.8.3. Main environmental impacts
Indicator
Water consumption
Electricity consumption
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
m3
1,867,828
289,447
220,249
N/A
MWh
1,238,143
329,862
207,054
6,631
Cardboard waste sorted for recycling
Tonnes
49,635
22,108
18,842
1,292
Lighting consumables collected for recycling
Tonnes
10.8
9.7
0.7
N/A
Tonnes
196
106
76
N/A
Tonnes
CO2 equiv.
142,929
19,548
33,464
39
Batteries collected from customers
CO2 emissions generated during goods transport
(between warehouses and stores)(1)
(1) Calculated on the basis of the distance travelled, using GHG Protocol methodology.
Measures taken to improve energy
efficiency and use of renewable
energy sources
Waste management
Store lighting and refrigeration for chilled foods are the two
main consumers of energy, principally electricity. Major
initiatives in 2011 included:
The Group generates limited amounts of non-hazardous
waste (cardboard, plastic and wood) and little industrial waste
requiring dedicated recycling procedures (neon strips, frying
oil, office waste). In addition to taking action to reduce waste
at the source (e.g. use of returnable packaging, reduction
in quantities of marketing brochures produced), Casino has
made waste sorting and recycling a priority, and has signed
national collection/recycling agreements to this effect with
waste management professionals. In 2011, Casino recycled
more than 58,000 tonnes of cardboard, plastic, paper and
compostable waste generated in France. The warehouses
have set up a reverse logistics system covering over one-third
of Easydis’s sites. In addition, a program for recycling
compostable waste has been set up in the foodservice
business, with 376 tonnes of waste processed in 2011.
■
installation of night blinds for chiller cabinets and covers
for freezer cabinets and refrigerators, with the objective of
outfitting 75% of all cold storage units in the network by 2020;
■
renovation and improvement of store lighting, with the
installation of energy optimisers and new generation
low-energy equipment;
■
continued campaigns to raise awareness of energy savings;
■
installation of an intelligent system to manage head office
lighting;
■
reduction of lighting in certain store departments (household,
clothing, perfume displays, etc.);
■
establishment, in collaboration with refrigerated equipment
manufacturers, of a master agreement for the gradual
implementation of preventive maintenance and renovation
programmes to avoid refrigerant gas leaks and excessive
consumption of electricity. A “confinement” charter has been
prepared and incorporated into the maintenance contracts
with cooling systems suppliers;
■
development of energy performance contracts by the Group’s
GreenYellow subsidiary;
■
continued electricity consumption monitoring and audits by
the Group’s Technical Department;
■
introduction of LED light bulbs tested in cafeterias and
warehouses, as well as in outdoor lighting fixtures used by
convenience stores.
We contribute to renewable energy development through
our subsidiary GreenYellow, which by end-2011 had installed
247,300 sq.m. of solar panels providing total peak power of
46,000 KWp. Four additional power plants representing a
potential capacity of 8.1 MWp are currently under construction,
with a total of 21 installed plants as of end-2011.
56
Recycling
The hypermarkets have set up an organic waste recycling and
collection system in 71 stores, and aim to roll out the system
to all sites in France by the end of 2012.
Reducing raw materials use and waste
at the source
By systematically offering customers reusable grocery bags
at checkouts, our stores have helped to virtually eliminate
disposable plastic bags, which French households tend to
use as garbage bin liners.
An eco-design programme for Casino private label goods
was introduced in 2008, resulting in total savings of over
4,370 tonnes of packaging materials on 1,183 products by
end-2011. Casino is a founding member of an eco-design
non-profit association in Saint-Étienne called “Pôle
Éco-Conception” and works to disseminate knowledge
of innovative design techniques to small and mid-sized
companies.
MANAGEMENT REPORT
Atmospheric emissions
Casino completed a second carbon audit in 2009, covering
a sample of 400 premises. The results bear out the Group’s
greenhouse gas reduction targets for 2009-2012 (for further
details, see the 2011 annual report and CSR Performance
document). Monoprix also carried out a carbon audit in 2010.
The Group’s atmospheric emissions are limited and, apart from
customer travel, mostly concern CO2 emissions generated
during goods transport and indirect CO2 emissions generated
by electricity consumption and cooling systems. Apart from the
results of energy and related emission-savings programmes,
action to optimise delivery schedules as part of the “Citygreen”
logistics programme deployed in France has led to a saving of
over 13 million kilometres in 2011, or the equivalent of almost
14,000 tonnes of CO2.
The programme to make the truck fleet compliant with the
latest Euro 5 standards is continuing. 90% of the fleet was
compliant at the end of 2011 and the target is 100% by
end-2012.
51% of Casino’s and 92% of Monoprix’s applicable major
imports are transported by waterway or railway. Discussions
are in progress with the operators on various large-scale
cross-country railway projects.
Franprix-Leader Price has introduced a home delivery service
using electric vans. 100 vehicles will eventually be used to
make a total of 1,500 daily deliveries.
Casino convenience stores have also introduced a home
delivery service using electric vehicles (vans and tricycles) in
major cities such as Paris, Toulouse and Saint-Étienne.
Reducing noise and other local pollution
Casino is continuing its moves to reduce noise pollution and
emissions caused by deliveries to its stores in urban areas.
The Group has now equipped its entire delivery fleet with
insulated containers using cryogenic refrigeration systems to
decrease emissions of refrigerant gases and noise pollution
while increasing compliance with the cold chain. This
programme, known as “Citygreen” won an LSA magazine
Innovation award in 2010. It covers the Piek Azote, Hybrid
and electric innovations that Casino has decided to adopt,
with the aim of equipping 200 vehicles by 2015.
Land use and measures to prevent
environmental damage
The majority of Casino Group stores and warehouses are
located in urban areas and the risk of land pollution or damage
to the ecosystem is negligible.
2
Specific precautions are taken with respect to service stations,
PCB-insulated transformers and air-conditioning refrigeration
towers. A top-priority compliance programme has been
introduced, including the following measures:
■
all single-jacketed underground tanks are systematically
being replaced with double-jacketed tanks to minimise the
risk of soil and water-table pollution;
■
all of Casino’s newer store premises comply with the latest
regulatory standards concerning the recovery and treatment
of rainwater on service station forecourts and in supermarket
car parks. All service stations operated by the Group’s
hypermarkets in France are equipped with hydrocarbon
separators.
Protecting biodiversity
Under commitment no. 8 of its Group Ethics Charter, Casino
has included a pledge to protect biodiversity.
In 2011, the Group continued to develop its entire range of
responsible Casino-brand products, including AB-certified
organic products, Terre & Saveur-labelled sustainable
agriculture products, MSC-certified sustainable seafood,
PEFC- and FSC-compliant products from sustainably managed
forests, EU Ecolabel products and fair trade products.
Nationwide campaigns have been organised for the general
public to inform consumers about such products and promote
their purchase.
Casino pursued its commitment to eliminating palm oil from
its private label food products by the end of 2012, with
312 Casino goods no longer containing palm oil by the end
of 2011.
The Group also pioneered the practice of providing carbon
data on its private-label products, 599 of which in nearly
7,000 stores in France now feature the Casino Carbon
Index green label. In cooperation with several suppliers, the
Group submitted a response to a tender invitation from the
French Ministry of Ecology and Sustainable Development for
environmental labelling that adds water use and water pollution
data over product life-cycles, as well as the carbon index, to a
clearly-visible label. By 31 December 2011, calculations had
been made for labelling 84 Casino products and 37 Monoprix
products according to this new environmental index.
To commemorate the UN International Year of Forests,
the Casino Group led a campaign alongside non-profit
organisation SOS Sahel and the Danone group to plant
one-million trees in Burkina Faso and Niger. Casino also
participated in the “Of Forests and Men” exhibition organised
by GoodPlanet, a French environmental foundation headed
by Yann Arthus-Bertrand.
2
MANAGEMENT REPORT
Employment Report
2.9.
Employment Report
2.9.1. Scope
The employee data presented below concern the following
major companies: Casino, Guichard-Perrachon, Distribution
Casino France, Codim 2, Casino Cafétéria (and its subsidiary
Restauration Collective Casino – R2C), Easydis, L’Immobilière
Groupe Casino (and its subsidiary Sudéco), EMC Distribution,
Comacas and Casino Services.
Additional information, including data on foreign subsidiaries,
is available in both the Casino Group’s 2011 annual report and
CSR Performance document and Monoprix’s 2011 annual
report as well as on the www.groupe-casino.fr corporate
website.
Data concerning Monoprix (50%-owned) and Cdiscount are
presented separately in the tables below, and data concerning
the Franprix-Leader Price group are also presented separately.
2.9.2. Employees
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
Number
45,950
20,807
9,713
984
Permanent contracts
Number
42,438
18,679
8,905
946
Fixed-term contracts
Number
3,512
2,058
808
38
- Men
Number
2,777
1,125
674
183
- Women
Number
1,304
1,305
319
112
- Men
Number
2,878
601
393
106
- Women
Number
1,924
877
378
100
- Men
Number
12,801
5,639
3,217
212
- Women
Number
24,266
11,260
4,732
272
FTEs
1,389
50
N/A
N/A
Indicator
Number of employees in France as of 31 December
Breakdown by type of contract:
Breakdown by gender:
• Managers
• Supervisors
• Clerical, administrative and other
External labour:
average monthly number of temporary workers(1)
Number hired:
Permanent contracts
Number
5,751
4,363
1,932
144
Fixed-term contracts
Number
18,860
13,235
4,750
48
Job elimination
Number
20
39
66
1
Other reasons
Number
1,652
1,060
750
53
Terminations:
(1) Only includes companies that produce a corporate social report.
58
MANAGEMENT REPORT
Employment Report
2
2.9.3. Organisation of working hours
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
Number of full-time employees as of 31 December
Number
30,856
14,145
6,880
933
Indicator
Number of part-time employees as of 31 December
Number
15,098
6,662
2,833
17
Average actual working week, full-time employees(1)
Hours
35.04
35.04
36.0
39.00
Average actual working week, part-time employees(1)
Hours
23.51
22.36
24.81
31.00
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
Total number of hours worked
Hours
63,059,000
27,910,043
10,950,000
N/A
Total number of hours absence
Hours
6,582,590
4,337,295
1,284,305
N/A
• Work-related accident
Hours
787,991
321,151
287,655 (1)
N/A
• Accident on journey to or from work
Hours
120,120
64,544
• Sickness
Hours
3,885,463
1,439,947
771,826
N/A
• Maternity/Paternity
Hours
705,804
328,682
224,824
N/A
(1) Excluding Codim 2.
2.9.4. Absenteeism
Indicator
Breakdown of absenteeism by cause
N/A
• Authorised leave
Hours
90,020
421,406
N/A
N/A
• Other
Hours
993,192
1,761,565
N/A
N/A
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
€ thousands
1,711,917
591,365
206,182
42,046
€ thousands
12,470
5,212
124
N/A
€ thousands
18,206
19,029
4,571
N/A
(1) Franprix-Leader Price: work-related and travel accidents combined.
2.9.5. Payroll costs
Indicator
Total wages and salaries(1)
Total incentive payments in the year
(2)
Total profit-sharing payments in the year(1)
(2) Including incentive payments for local Casino employees.
2.9.6. Equal opportunity
Fighting discrimination
and promoting diversity
Since 1993, when an initial agreement was signed with the
French Ministry for Urban Development, the Casino Group
has been committed to fighting all forms of discrimination for
nearly two decades in partnership with the public authorities.
In October 2004, Distribution Casino France signed a Diversity
Charter alongside 40 other major French companies, endorsing
six key principles for promoting diversity. In 2005, a Group
agreement was signed on the promotion of equal opportunity,
non-discrimination and diversity.
In May 2009, Casino was awarded the Diversity Label following
an audit by Afnor Certification in recognition of its commitment
to preventing discrimination, providing equal opportunities and
promoting diversity. In 2010, the label was reviewed by Afnor
Certification, whose commission gave a favourable opinion
on its continuation.
2
MANAGEMENT REPORT
Employment Report
In keeping with this commitment, after an initial test of its
hiring practices conducted three years prior in partnership with
ISM-Corum in the European Equal programme, first through
Equal Lucidité and then Equal Averroes, the Group worked
with employee representatives and independent experts to
organise a second test in 2011 involving the submission
of 3,000 fictitious resumes. The results of the test will be
published in the first half of 2012.
Group subsidiaries Cdiscount and Franprix-Leader Price
signed the Diversity Charter in 2010.
The Casino Group relies on a network of 56 diversity officers
to implement its policies in this area.
It is also committed to using the “recruitment by simulation”
(MRS) method developed by France’s Pôle Emploi government
job centre for hiring its employees, which is applied by
Monoprix as well.
Gender equality
Gender equality in the workplace is a priority human resources
objective for the Group, which back in 2005 signed a gender
equality agreement with the employee representatives of its
subsidiary Distribution Casino France.
In 2008, the Group introduced measures to ensure equal
pay for equal work during the mandatory annual collective
bargaining round and, as a result, men and women now earn
the same amount for equivalent positions in the Group.
In 2010, the Group carried out a company-by-company
diagnostic study with Terrafemina on the periods 2008, 2009
and first-half 2010 to identify priority areas for improvement,
based on which a gender equality agreement was negotiated
with Casino France subsidiaries in 2011. The agreement
covers five main topics: hiring, training, compensation, career
development and parenthood. It also addresses the need to
make management and front-line positions more attractive to
women and calls for the implementation of various initiatives,
mainly to fight stereotypes, including the drafting of a hiring
guide for all Group human resources and hiring managers
supported by job-specific recommendations. In addition, the
agreement aims to ensure equal treatment in terms of career
advancement and a better work/family-life balance.
60
Casino’s gender equality policies have proved effective.
Women, who account for the majority of the Group’s
employees in France, represented 32% of managers at
subsidiary Distribution Casino France in 2011 compared
with 15.6% in 2005, and 40% of supervisors compared with
31.6% in 2005.
The hiring of young people
In 2008, 2009 and 2010, the Group endorsed the government’s
Plan Espoir Banlieues programme to encourage the hiring of
young people from underprivileged city suburbs. Between 2008
and 2011, nearly 4,400 people living in sensitive urban areas
were hired on permanent contracts and fixed-term contracts
of more than 6 months including, in the latest year, 640 under
the age of 26, 809 young interns and 322 students on work/
study contracts. The Casino Group decided to maintain its
commitments to these neighbourhoods in 2011.
In addition, as a signatory of France’s Apprenticeship Charter, in
2010 the Group launched the first corporate website dedicated
to work/study programmes, www.montuteuretmoi.com, and
in 2011 signed a total of over 2,200 work/study contracts.
The Casino Group also became the first signatory of France’s
Civil Service Experience Validation Charter, which it pledged
to make known to all hiring managers in order to ensure
that the civil service experiences of job candidates are taken
seriously into account.
In addition, the Group has set up a “Young Talents” programme
for university graduates making three job track options
available to them, according to their preference, at corporate
headquarters, a retail banner or an international subsidiary.
A total of 203 young adults had participated in the programme
by end-2011.
Policies in favour of older employees
During negotiations for an employment and skills management
planning agreement in 2008, Casino announced its intention
to sign a specific Group agreement on the employment of
workers aged 50 and over. A three-year accord covering 2010
to 2012 was signed on 9 September 2009, committing the
Group to recruiting 500 employees aged 50 and over during
the three-year period and including provisions for keeping
employees aged 55 and over in employment.
2
MANAGEMENT REPORT
Employment Report
2.9.7. Employee relations
Indicator
Number of meetings with employee representatives(1)
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
Number
14,000
4,145
282
66
(1) Only includes companies that produce a corporate social report.
Employee dialogue
■
incentive plan agreement signed in March 2010;
The Casino Group has always placed a priority on constant,
constructive dialogue with employees and their representatives
in France and internationally. In 2011, six new company
agreements were signed in France while existing agreements
continued to be monitored. The agreements set quantitative
objectives and follow-up indicators, and provide for regular
progress reports.
■
agreement signed in January 2010 concerning methods of
preventing psychosocial risks.
The Group’s main existing agreements in France include:
Group agreements signed in France in 2011 include:
■
Group-wide agreement signed in November on gender
equality in the workplace;
■
agreement on gender equality at directly-operated Leader
Price stores and at Distribution Franprix – DFP;
■
■
Group-wide agreement signed in 2005 on promoting
equal opportunity, diversity and non-discrimination while
encouraging social cohesion within the organisation;
Group-wide agreement signed in November on methods
for implementing a programme to improve difficult working
conditions;
■
■
three-year Group-wide agreement signed in September 2009
in support of older employees;
collective bargaining agreement on the PERCO employee
savings plan signed in November at Cdiscount;
■
■
Group-wide agreement on workplace health and safety
signed in 2010;
collective bargaining agreement on night-shift work signed
in November at Cdiscount;
■
■
Group-wide agreement on the employment of disabled
people. A fifth agreement covering a three-year period was
signed in December 2010;
Group-wide agreement signed in October concerning French
social-security Act no. 2011-894 of 28 July 2011.
2.9.8. Health and safety
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
No. of accidents
per million hours worked
37.56
56.29
N/A
39.80
No. of lost days per
10,000 hours worked
1.93
1.39
N/A
0.90
Indicator
Work-related accident frequency rate(1)
Lost-time accident severity rate(1)
(1) In 2011, these rates no longer include occupational illness. They do not include Codim 2.
Workplace health and safety are of primary importance to the
Casino Group. For a number of years, the Group has been
actively committed to improving the physical and mental health
and safety of its employees.
In 2006, Casino conducted a survey on health in the workplace
and signed a national commitment charter with the national
health fund for employees (CNAMTS). The “Cap Prévention”
accident prevention programme launched during 2007
continued to be deployed throughout 2011 at 31 hypermarket
locations and at all warehouses and supermarkets.
Its effectiveness has been demonstrated by the steady decline
in accident frequency rates over the past six years. In addition,
agreements have been signed with the CNAMTS to implement
an accident prevention policy similar to that of store design
stages or renovations.
The programme for the prevention of musculoskeletal disorders
initiated in the warehouses in 2009 has been extended
to the supermarkets and hypermarkets. An agreement to
implement a programme to prevent psychosocial risks was
signed by the trade union organisations in January 2010 and
an agreement on workplace health and safety was signed
in December 2010. The latter defines avenues for improvement
in a number of areas, such as manual handling (with an 8 kg
limit on loads borne by cashiers, the deployment of high-lift
pallet trucks, broader implementation of the participative “Cap
Prévention” programme and road risk prevention) and internal
communication on workplace health and safety.
2
MANAGEMENT REPORT
Employment Report
The Group’s psychosocial risks prevention plan was set up in
2011. Fifty regional contacts were trained in active listening
to assist employees in this area. In addition, a structured
initiative to raise awareness among managers and provide
them with relevant training was deployed during the year,
leveraging two major tools: the “Feeling Good About My Job”
guide and the «Working Better Together” training module.
As part of an assertive health and safety strategy, the Group
also created a Road Risks Prevention Guide and organized
daylong events dedicated to specific themes such as “The
Dangers of Tobacco» and “Heart Attack Risk Prevention”.
To support its overall workplace health and safety strategy, the
Casino Group became the first mass retailer to hire a Chief
Occupational Health Physician, responsible for staying attuned
to employee concerns, as well as local occupational health
physicians that care for employees at facilities across France.
Monoprix, in addition, has created the position of “Working
Conditions and Social Innovation Officer” with the aim of
preventing occupational risks and diseases.
2.9.9. Training
Indicator
Average number of hours training per employee per year
% of employees who received at least one form of training
during the year
The Group’s corporate university in France is a driving force
behind career advancement.
The in-house Campus Casino training centre provides a broad
spectrum of training programmes developed to meet the
needs of all of the Group’s business lines and organisation
levels. In 2011, 12,800 employees in France received some
form of training, and Campus Casino also makes foreign
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
Hours
6
6.41
3.65
N/A
%
27%
46%
N/A
N/A
language e-learning modules available to employees who
work internationally. In 2011, the Group honoured over 6,000
requests for training under the statutory French training
entitlement. In addition, it set up the Ex&Co programme to
validate employees’ work experiences for the purpose of
enabling them to obtain professional titles or degrees.
2.9.10. Disabled employees
Indicator
Number of disabled employees hired during the year
Disabled employees as a % of the workforce
(1)
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
Number
111
51
9
1
10.71%
(2)
2.68%
1.62%
%
5.70%
(2) After deductions for Monoprix.
Through its “Handipacte” agreements, the Group has promoted
a policy of hiring and integrating disabled people since 1995.
In 2010, the Group met the objectives set out in the fourth
Handipacte agreement covering the period 2006-2010.
During this period, 520 disabled employees were hired (versus
a targeted 300) and 392 disabled trainees taken on (versus
a targeted 350).
A fifth agreement covering the period 2011-2013 was signed
by the trade unions in December 2010 and approved by the
government’s DIRECCTE agency, providing for the hiring of
180 disabled employees and 180 disabled interns. In 2011,
a total of 111 disabled employees and 55 disabled interns
were recruited. Disabled employees now represent 10.71%
of Casino’s workforce in France.
Monoprix has a similar agreement, with a target of hiring 180
disabled employees.
62
MANAGEMENT REPORT
Employment Report
2
2.9.11. Employee welfare
Indicator
Total budget paid to Works Council
Unit
Casino
2011
Monoprix
2011
2011
Cdiscount
2011
€
13,121,702
2,921,340
764,944
241,717
Corporate sport and arts sponsorship (France)
€
2,206,771
N/A
297,000
406,775
Charitable donations (France)
€
7,820,354
2,563,089
112,000
12,000
Community outreach
A national partnership has been forged with France’s food
banks and over 2,500 tonnes of goods corresponding to
five million meals were collected under the programme in
2011, compared with 1,700 tonnes in 2010. In 2011, the
food banks awarded the Group the “Foodbank Supporter”
corporate citizenship label.
Joining forces with French non-profit Emmaüs Défi, the Group
supplied over 6,500 toys to needy children through Casino
and 150 tonnes of clothes through Monoprix.
In addition, Franprix assisted the French Red Cross by donating
four tonnes of goods to support grocery stores that serve the
needy, and in 2011 the Group supported a programme run by
non-profit organisation SOS Sahel to plant one-million trees.
Each year, all stores take part in numerous community outreach
initiatives and enter into many local partnerships (see www.
acteur-local-engage.org).
Apart from these local initiatives, the Casino Foundation
(created in 2010) sponsors youth programmes that improve
access to culture, knowledge and opportunities for personal
development. Following an initial programme developed in
partnership with the Docteur Souris association to limit the
isolation of children in hospital by providing them with laptops
to keep up with their schoolwork, a second hospital was
equipped with similar equipment in 2011. The Foundation has
also developed and financed two new programmes, “Artists
at School” and “Local Initiatives”, through which 22 projects
were led by Group employees.
2.9.12. Local initiatives and the impact on regional development
The Diversity and Solidarity Promotion Department pursued
its initiatives in line with priorities established in the 1993
national partnership agreement with the Ministry for Urban
Development, which was renewed for 2007-2012. The main
aim of this agreement is to help poorly qualified people to find
jobs and young graduates from underprivileged backgrounds
to gain access to management positions. To this end, the
Group works closely with France’s Pôle Emploi government
job centre under a national agreement, with local employment
institutions and with local associations.
Similarly, Casino has always maintained close relationships
with its suppliers (farmers, cooperatives, SMEs) due to the
nature of its operations. Most suppliers of Casino private label
products are local industrial firms. In June 2010, Casino signed
the government-sponsored “Pacte PME” designed to foster
the growth, efficiency and expansion of the SME sector. It is
the only major retailer to have signed the Pact.
Each year, Casino leads dozens of community programmes
in support of non-profit associations and citizens’ initiatives.
2.9.13. Human rights
By signing the United Nations Global Compact, the Group
reaffirmed its commitment to respecting and promoting human
rights among all its international subsidiaries and suppliers.
In 2011, Casino deployed a Group Ethics Charter applicable
to all French and international subsidiaries, spelling out its
commitment to the principles of the Universal Declaration of
Human Rights, the International Covenant on Civil and Political
Rights and the International Covenant on Economic, Social
and Cultural Rights as well as the ILO’s eight fundamental
conventions.
In 2000, the Group’s central purchasing agency established
an action plan designed to ensure that suppliers in developing
countries respect the human rights of their employees.
The Suppliers Ethics Charter, drawn up in accordance with the
Universal Declaration of Human Rights and the ILO Declaration
on Fundamental Principles and Rights at Work, has been
included in all supplier contracts since 2002. Labour audits
of suppliers in developing countries continued in 2011, with
97 initial and six follow-up audits performed by independent
experts in China, Bangladesh, India, Thailand, Cambodia,
2
MANAGEMENT REPORT
Employment Report
Vietnam, Indonesia, Malaysia and Tunisia, in accordance
with the guidelines issued by Initiative Clause Sociale (ICS),
a socially conscious French retailer organisation of which the
Group is a member.
The Casino Group is also a supporting member of the Global
Social Compliance Programme (GSCP), an organisation
of companies that embrace international labour standards
upheld by the ILO.
In November 2011, a visit to Vietnam was organised by ICS
members to establish direct dialogue with a number of local
suppliers and clarify expectations regarding compliance with
local labour laws and human rights.
In addition, Casino belongs to Entreprises pour les Droits
de l’Homme (EDH), a French federation of companies
that promote human rights. The Group participated in the
development of a training course on human rights at work,
the first of its kind in France, with some 15 managers having
taken the course to date.
Monoprix conducted 37 labour audits of its suppliers in 2011.
2.9.14. Anti-corruption initiatives
While the Group Ethics Charter specifies that the Group
“prohibits any and all types of corruption and financial crimes”,
the Group’s main international subsidiaries have their own
specific ethics charters or codes of ethical conduct describing
their commitments to fighting corruption.
In addition, Casino’s Internal Control Department communicates
and raises awareness among the Group’s different units about
anti-corruption policies and practices. The Department also
organises workshops in cooperation with its internal network to
define and deploy action plans that aim to counteract all types
of fraud (including corruption), based on four key approaches:
awareness, prevention, detection and deterrence/improvement.
2.9.15. Employee profit-sharing and incentive plans
Profit-sharing plan
An initial profit-sharing agreement was signed on 30 December
1969 as required by the French Labour Code (Code du travail),
and adopted by each of the companies in the Group.
Given the Group’s diversification since then and the interrelationship between its various business activities (retailing,
production, foodservice, etc.), a new group-wide profit-sharing
agreement was adopted on 16 September 1988 at the request
of the trade unions, covering all French subsidiaries except
Franprix-Leader Price, Monoprix and Banque du Groupe
Casino.
Under this agreement, each Group company established
a special profit-sharing reserve based on its own individual
results. These reserves were then aggregated and the total
amounts distributed to all employees in proportion to their
salaries, within the maximum limit permitted by law.
A new agreement was signed on 16 March 1998. There was
no change to the method of calculating and distributing the
profit-sharing reserves, but the structure of the Employee
Savings Plan was altered through the creation of several
different investment funds. On 29 June 2000, a supplemental
agreement was signed in order to neutralise the impact on
calculation of 2000 profit-sharing (restatement of shareholders’
equity) of restructuring operations carried out on 1 July 2000
but retroactive to 1 January 2000. A further supplemental
agreement was signed on 26 June 2001, which altered the
64
method of calculating the Group’s profit-sharing reserve. It is
now computed as a function of the previous year’s reserve
and the change in trading profit, but may not in any event
be less than the cumulated legal reserves computed on a
company-by-company basis.
Incentive plan
A new group-wide incentive plan for all French subsidiaries
(except Franprix-Leader Price, Monoprix and Banque du
Groupe Casino) has been set up covering 2010, 2011 and
2012.
The plan still combines a group incentive with a local incentive.
The group component is calculated on the basis of
consolidated trading profit (before discretionary and
non-discretionary profit-sharing) of the companies concerned
less the remuneration of capital employed. 80% is allocated
in proportion to annual salary and 20% in proportion to length
of service.
The local component is a direct function of the results of each
local operating unit, and is allocated entirely in proportion to
annual salary. Incentive plan payments are made no later than
15 May each year.
The aggregate group and local incentive payment may not
exceed 30% of the Group’s share in consolidated net profit
after tax of the companies concerned.
MANAGEMENT REPORT
Employment Report
2
Profit sharing and incentive plan payments
Profit-sharing and incentive plan payments for the last five years are as follows (in € thousands):
Profit-sharing plan
Incentive plan
Total
2006
22,746.5
29,768.0
52,514.5
2007
24,317.0
26,572.3
50,889.3
2008
23,126.0
22,213.5
45,339.5
2009
20,448.4
14,474.4
35,922.8
2010
19,294.8
12,280.3
31,575.1
€ thousands
Employee stock options
Casino introduced its first Group employee stock option plan
in 1973. Since then, many plans have been implemented for
officers and employees of the Group. In 1991, for example,
options to purchase new shares were granted to the entire
workforce (over 2.2 million options granted to 27,375
beneficiaries), under a plan that expired in 1997.
In December 1987, all employees with managerial grade and
a minimum of one year’s service were granted options to
purchase existing shares representing 10%, 20%, 30% or 40%
of their annual salary, depending on their grade. Since then
and through 2009, options to purchase existing or new shares
based on the same principles have been granted in December
of each year to new managers who have completed one year’s
service with the Group, and the number of options held by
managers promoted to a higher grade has been adjusted.
Options to purchase new shares
Details of current stock options exercisable for new shares
are given on page 42.
Options to purchase existing shares
There were no stock options exercisable for existing shares
outstanding at 29 February 2012.
Stock options granted to and exercised by the top ten grantees in 2011 were as follows:
Total number of options
Options granted
Options exercised
Weighted average price
None
-
24,475
€58.16
Share grants
Employee share ownership
Since 2005, the Company has made restricted share grants
to employees, contingent upon the achievement of certain
performance criteria and/or continued presence.
Two employee share ownership plans with corporate mutual
funds were set up in December 2005 and December 2008
respectively to strengthen the relationship between Casino
and its employees by giving them a greater vested interest in
the Group’s future development and performance.
In December 2011, based on the same principles as the
options granted from December 1987 through December 2009,
new managers who have completed one year’s service with
the Group and managers promoted to a higher grade were
granted shares representing, depending on their grade, 2%,
4%, 6% or 8% of their annual salary. The share grants are
contingent upon the grantees remaining with the Company
until the vesting date.
Details of current stock options exercisable for new shares
are given on page 43.
These leveraged, capital guaranteed ESOPs are open to all
employees of the Group in France who are members of a
Casino corporate savings plan.
The 2005 plan expired in 2010.
800,000 shares were issued to the 2008 Emily 2 plan at a
price of €46.18.
On 29 February 2012, Group employees owned 2,026,242
shares representing 1.83% of the capital and 2.09% of voting
rights through the various employee share ownership plans
and their mutual funds.
66
FRANCE
COLOMBIA
BRAZIL
THAILAND
3
CONSOLIDATED FINANCIAL
STATEMENTS
3.1. Statutory Auditor’s report.................................... 68
3.2. Consolidated financial statements ...................... 69
3.3. Notes to the consolidated financial statements .. 76
3
CONSOLIDATED FINANCIAL STATEMENTS
Statutory Auditors’ Report on the consolidated financial statements
3.1.
Statutory Auditors’ Report on the consolidated
This is a free translation into English of the Statutory Auditors’ report issued in the French language and is provided solely
for the convenience of English-speaking readers. This report includes information specifically required by French law in such
reports, whether qualified or not. This information is presented below the opinion on the consolidated financial statements and
includes (an) explanatory paragraph(s) discussing the auditors’ assessment(s) of certain significant accounting and auditing
matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated financial statements
taken as a whole and not to provide separate assurance on individual account captions or on information taken outside the
This report should be read in conjunction with, and is construed in accordance with French law and professional auditing
standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your shareholders’ meeting, we hereby report to you, for the year ended
December 31, 2011, on:
■ the audit of the accompanying consolidated financial statements of Casino, Guichard-Perrachon;
■ the justification of our assessments;
■ the specific verification required by French law.
These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on
these consolidated financial statements based on our audit.
I. Opinion on the consolidated financial
statements
We conducted our audit in accordance with professional
standards applicable in France; those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are
free of material misstatement. An audit involves performing
procedures, using sampling techniques or other methods of
selection, to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. An audit
also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates
made, as well as the overall presentation of the consolidated
financial statements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
In our opinion, the consolidated financial statements give a true
and fair view of the assets and liabilities and of the financial
position of the Group as at December 31, 2011 and of the
results of its operations for the year then ended in accordance
with International Financial Reporting Standards as adopted
by the European Union ou French accounting principles.
II. Justification of assessments
In accordance with the requirements of article L. 823-9 of the
French Commercial Code (Code de commerce) relating to the
justification of our assessments, we bring to your attention
the following matters:
■ The Group is required to make estimates and assumptions as
regards impairment tests of goodwill and other non current
assets (notes 1.4.12 and 16). The recoverable value of non
current assets is estimated using cash flow and earnings
projections and other information contained in the Group’s
long-range business plans approved by the management.
■
We examined the consistency of assumptions, the data
underlined to these ones and available documentation.
Based on those, we assessed the reasonableness of the
Group’s evaluations.
Notes 1.4.2 and 1.4.18 of the consolidated financial
statements describe the accounting methods followed by
the Group for the consolidation (acquisition), deconsolidation
(loss of control) or change in percentages of interests.
Note 3.6 of the consolidated financial statements explains
the final recognition of a negative goodwill related to the
November 2010 acquisition of Nova Casa Bahia. It is
completed by the information provided in note 1.2.3 on
restatements accounted.
We verified the accounting treatments of transactions of the
period on the scope of consolidated financial statements as
described in Notes 2 and 3. Our work consisted in assessing
the data and the assumptions on which was evaluated
Group’s estimates and analyzed the calculations performed
by the Group. Lastly, we assessed that the notes to the
financial statements included appropriate disclosures in the
notes to financial statements.
These assessments were made as part of our audit of the
consolidated financial statements taken as a whole and,
therefore, contributed to our audit opinion expressed in the
first part of this report.
III. Specific verification
As required by law we have also verified in accordance with
professional standards applicable in France the information
presented in the Group’s management report.
We have no matters to report as to its fair presentation and
its consistency with the consolidated financial statements.
Neuilly-sur-Seine and Lyon, March 30, 2012
The Statutory Auditors
Deloitte & Associés
Ernst & Young et Autres
Gérard Badin
Antoine de Riedmatten
Sylvain Lauria
Daniel Mary-Dauphin
68
Consolidated financial statements
3
3.2.
Consolidated financial statements
3.2.1. Consolidated income statement
for the years ended 31 December 2011 and 2010
€ millions
Notes
2011
2010 adjusted (1)
5.1
5.2
34,361
(25,407)
8,954
375
(6,388)
(1,393)
1,548
4.5
269
(426)
1,391
4.0
84
(556)
(472)
260
(192)
987
2.9
(228)
(7)
751
2.2
577
174
29,078
(21,753)
7,325
411
(5,324)
(1,112)
1,300
4.5
404
(405)
1,298
4.5
39
(384)
(345)
85
(102)
936
3.2
(214)
13
735
2.5
542
193
(9)
(9)
(9)
(9)
-
-
CONTINUING OPERATIONS
Net sales
Cost of goods sold
Gross profit
Other income
Selling expenses
General and administrative expenses
Trading profit
as a % of sales
Other operating income
Other operating expense
Operating profit
as a % of sales
Income from cash and cash equivalents
Finance costs
Finance costs, net
Other financial income
Other financial expense
Profit before tax
as a % of sales
Income tax expense
Profit from continuing operations
as a % of sales
attributable to owners of the parent
attributable to non-controlling interests
5.1
5.3
5.3
6
6
7.1
7.2
7.2
8
9
DISCONTINUED OPERATIONS
Net profit/(loss) from discontinued operations
10
CONTINUING AND DISCONTINUED OPERATIONS
Total net profit
742
726
568
533
174
193
2011
2010 adjusted (1)
5.08
5.05
4.78
4.75
4.99
4.97
4.70
4.67
Earnings per share
In €
From continuing operations attributable to owners of the parent
• Basic earnings per share
• Diluted earnings per share
From continuing and discontinued operations attributable to owners of the parent
• Basic earnings per share
• Diluted earnings per share
Notes
11
11
(1) The 2010 published financial statements have been adjusted following the final fair value adjustments to the Nova Casa Bahia business combination
(see note 1.2.3).
3
3.2.2. Consolidated statement of comprehensive income
€ millions
Net profit for the period
2011
2010 adjusted (1)
742
726
(366)
578
Actuarial gains and losses
(4)
(18)
Gains and losses from remeasurement at fair value of available-for-sale financial assets
(3)
5
9
13
Exchange differences on translating foreign operations
Cash flow hedges
Tax effect on income and expense recognised directly in equity
(1)
3
(365)
582
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
377
1,308
191
977
187
331
Income and expense recognised directly in equity, net of tax
(see note 1.2.3).
Movements in the period are presented in note 24.3.
70
3
3.2.3. Consolidated balance sheet
Assets
€ millions
Notes
2011
2010 adjusted (1)
Goodwill
12
7,955
6,655
Intangible assets
13
1,211
1,091
Property, plant and equipment
14
6,663
6,174
Investment property
15
1,613
1,346
Investments in associates
17
164
161
Other non-current assets
19
658
694
Non-current hedging instruments
31
129
150
8
377
119
Deferred tax assets
Total non-current assets
18,770
16,391
Inventories
20
3,381
2,892
Trade receivables
21
1,869
1,744
Other current assets
22
1,693
1,754
63
85
Current tax receivables
Current hedging instruments
31
75
112
Cash and cash equivalents
23
3,901
2,813
Non-current assets held for sale
10
20
1
Total current assets
11,002
9,402
TOTAL ASSETS
29,772
25,793
2011
2010 adjusted (1)
169
169
6,041
6,328
568
533
Equity and liabilities
€ millions
Notes
Share capital
Additional paid-in capital, treasury shares and retained earnings
Equity attributable to owners of the parent
6,779
7,031
Non-controlling interests in reserves
2,430
1,826
174
193
Non-controlling interests in profit for the period
Equity attributable to non-controlling interests
2,604
2,019
9,383
9,050
Total equity
24
Provisions
26
345
306
Non-current financial liabilities
28
6,423
5,549
Other non-current liabilities
29
453
237
Deferred tax liabilities
8
Total non-current liabilities
Provisions
26
Trade payables
Current financial liabilities
28
Current taxes payable
Other current liabilities
Liabilities associated with non-current assets held for sale
29
697
444
7,918
6,535
188
279
5,400
4,822
3,167
1,754
61
62
3,656
3,291
-
-
Total current liabilities
12,472
10,208
TOTAL EQUITY AND LIABILITIES
29,772
25,793
(see note 1.2.3).
3
3.2.4. Consolidated statement of cash flows
2011
2010 adjusted (1)
Net profit attributable to owners of the parent
568
533
Equity attributable to non-controlling interests
174
193
Profit for the period
742
726
Depreciation, amortisation and provision expense
719
713
Unrealised (gains)/losses arising from changes in fair value
(97)
(3)
€ millions
(Income)/expenses on share-based payment plans
Other non-cash items
Depreciation, amortisation, provisions and other non-cash items
(Gains)/losses on disposal of non-current assets
15
19
143
61
780
790
(118)
(320)
(Gains)/losses due to changes in percentage ownership
not resulting in the gain or loss of control
1
(7)
7
(13)
Dividends received from associates
Cash flow
4
10
1,416
1,188
Finance costs, net (excluding changes in fair value and amortisation)
454
331
Current and deferred tax expenses
224
213
2,095
1,731
(227)
(262)
Cash flow before net finance costs and tax
Income tax paid
Change in operating working capital (i)
Net cash from operating activities
54
112
1,922
1,581
(1,139)
(937)
(94)
(71)
324
274
16
4
(1,262)
21
39
(8)
(2,117)
(718)
Outflows of acquisitions:
• property, plant and equipment, intangible assets and investment property
• non-current financial assets
Inflows of disposals:
• property, plant and equipment, intangible assets and investment property
• non-current financial assets
Effect of changes in scope of consolidation
resulting in the gain or loss of control or in other investments without control (ii)
Change in loans granted
Net cash used by investing activities
Dividends paid (note 24.4):
• to owners of the parent
(308)
(292)
• to minority shareholders
(99)
(105)
• to holders of deeply-subordinated perpetual bonds (TSSDI)
(26)
(26)
Increase/(decrease) in the parent’s share capital
Other transactions with owners of non-controlling interests
Proceeds received from the exercise of stock options
(Purchases)/sales of treasury shares
Additions to debt
Repayments of debt
Interest paid, net
6
16
300
(162)
4
5
(49)
(1)
3,186
844
(1,420)
(736)
(396)
(350)
Net cash from/(used) by financing activities
1,197
(808)
Effect of changes in foreign currency translation adjustments
(153)
76
CHANGE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at beginning of period
• cash and cash equivalents related to non-current assets held for sale (see note 10)
848
132
2,497
2,365
-
(1)
Reported cash and cash equivalents at beginning of period (note 23)
2,497
2,364
Cash and cash equivalents at end of period
3,346
2,497
• cash and cash equivalents related to non-current assets held for sale (see note 10)
REPORTED CASH AND CASH EQUIVALENTS AT END OF PERIOD (NOTE 23)
-
-
3,346
2,497
(see note 1.2.3).
72
3
Cash flows related to discontinued operations are presented in note 10.
(i): Change in operating working capital
€ millions
2011
2010
Inventories of goods
(335)
(120)
Property development work in progress
(26)
40
Trade payables
378
215
12
209
(170)
(15)
Trade receivables
Finance receivables (credit activity)
Finance payables (credit activity)
226
(17)
Other
(31)
(199)
54
112
2011
2010
479
66
266
30
212
4
Store assets sub-group
-
15
Franprix-Leader Price sub-group
-
14
Acquisition cost, of which:
(1,932)
(36)
Big C Thailand – acquisition of Carrefour Thailand’s operations
(1,024)
-
(816)
-
(18)
(25)
Distribution Casino France sub-group
(41)
-
Store assets sub-group
(34)
(4)
-
(4)
Cash of subsidiaries acquired or sold during the period, of which:
190
(9)
GPA (change in percentage interest)
102
-
-
9
Change in operating working capital
(ii): Effect of changes in scope of consolidation
€ millions
Disposal proceeds, of which:
Cativen
(1)
Mercialys sub-group
GPA (Nova Casa Bahia acquisition)
Big C Thailand – acquisition of Carrefour Thailand’s operations
75
-
11
8
3
-
-
(21)
(1,262)
21
Distribution Casino France sub-group
Venezuelan operations (loss of control)
Effect of changes in scope of consolidation
(1) Casino sold Cativen to the Venezuelan government on 26 November 2010. The consideration was payable in several instalments.
At 31 December 2011, US$138 million (€107 million) of commercial paper due 30 November 2012 remained outstanding.
3
3.2.5. Consolidated statement of changes in equity
€ millions
(before appropriation of profit)
At 1 January 2010
Share
capital
Additional
paid-in
capital (1)
169
3,964
Treasury
shares
Retained
earnings and
profit for the
period
Deeply
subordinated
perpetual
bonds
(4)
1,232
600
Income and expense recognised directly in equity
-
-
-
-
-
-
-
-
533
-
Total comprehensive income
-
-
-
533
-
Issue of share capital (3)
-
16
-
-
-
Issue expenses
-
-
-
-
-
Purchases and sales of treasury shares
-
-
4
(3)
-
Dividends paid (4)
-
-
-
(292)
-
Dividends payable to deeply subordinated perpetual bond holders
-
-
-
(15)
-
Share-based payments
-
-
-
18
-
Changes in percentage interest not resulting in the gain or loss
of control of subsidiaries (5)
-
-
-
(38)
-
Changes in percentage interest resulting in the gain or loss
-
-
-
(4)
-
Other movements (7)
-
-
-
(8)
600
AT 31 DECEMBER 2010 ADJUSTED
(8)
169
3,980
-
1,422
Income and expense recognised directly in equity
-
-
-
-
-
-
-
-
568
-
Total comprehensive income
Issue of share capital (9)
-
-
-
568
-
(1)
(30)
37
-
-
Issue expenses
-
-
-
-
-
Purchases and sales of treasury shares (10)
-
-
(36)
(8)
-
Dividends paid (4)
-
-
-
(308)
-
Dividends payable to deeply subordinated perpetual bond holders
-
-
-
(19)
-
-
-
-
15
-
Changes in percentage interest not resulting in the gain or loss
-
-
-
(95)
-
Changes in percentage interest resulting in the gain or loss
-
-
-
-
-
Other movements (13)
-
-
-
(2)
-
169
3,951
-
1,574
600
AT 31 DECEMBER 2011
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
74
Additional paid-in capital: premiums on shares issued for cash or in connection with mergers or acquisitions, and statutory reserves.
Attributable to the shareholders of Casino, Guichard-Perrachon.
Issued on exercise of stock options (see note 25.2).
In 2011, dividends paid correspond to the annual dividend paid by Casino, Guichard-Perrachon in respect of 2010 amounting to €308 million. Dividends paid to
non-controlling interests in 2011 mainly concerned Mercialys (€58 million), Exito (€18 million) and Big C Thailand (€15 million). The amount of €398 million includes
€292 million in dividends paid by Casino, Guichard-Perrachon in respect of 2009 (see note 24.4) and €106 million related mainly to subsidiaries Mercialys, Big C
Thailand and Exito and investment fund Whitehall.
The amount of €38 million mainly includes €70 million related to the acquisition of the non-controlling interests in Sendas partially offset by GPA’s €59 million
dilution gain in Globex. The amount of €48 million corresponds to cancellation of the non-controlling interests in Sendas.
The amount of €344 million relates mainly to the acquisition of a controlling interest in Nova Casa Bahia (see note 3.6).
The €138 million impact presented in non-controlling interests corresponds to a capital reduction during the period made by investment fund Whitehall,
following the disposal of two property development sites in Poland in 2009.
The 2010 published financial statements have been adjusted following the final fair value adjustments to the Nova Casa Bahia business combination
(see note 1.2.3).
Primarily corresponding to the capital reduction described in note 24.1 following the cancellation of a portion of the treasury shares purchased during the year.
Corresponds to movements in treasury shares during the year held under the shareholder-approved buyback programme and in connection with the liquidity
contract.
The negative amount of €95 million included in equity attributable to owners of the parent is primarily due to the sale of the Group’s interests in Disco and Devoto
to Exito financed by a capital increase of €44 million (see note 3.5), the purchase of non-controlling interests in Cdiscount for €30 million (see note 3.1) as well
as €18 million related to the Franprix-Leader Price sub-group. The negative amount of €27 million included in equity attributable to non-controlling interests is
primarily due to the elimination of non-controlling interests arising from the recognition in financial liabilities of the put options following acquisitions of controlling
interests by the Franprix-Leader Price sub-group (see note 3.3).
The amount of €98 million presented in equity attributable to non-controlling interests corresponds mainly to the recognition of non-controlling interests following
acquisitions of controlling interests by the Franprix-Leader Price sub-group for €38 million (see note 3.3) and the acquisition of an additional interest in GPA
(see note 2.2) for €65 million.
Corresponds to the capital increase net of expenses made by Exito (see note 3.5).
3
Cash flow
hedges
Translation
adjustments
Actuarial gains
and losses
Available-forsale financial
assets
Equity attributable
to owners of the
parent (2)
Equity attributable
to non-controlling
interests
Total equity
(9)
409
2
15
6,379
1 539
7,919
8
446
(12)
2
444
138
582
-
-
-
-
533
193
726
8
446
(12)
2
977
331
1,308
-
-
-
-
16
-
16
-
-
-
-
-
-
-
-
-
-
-
1
-
1
-
-
-
-
(292)
(106)
(398)
-
-
-
-
(15)
-
(15)
-
-
-
-
18
-
18
-
-
-
-
(38)
48
10
-
-
-
-
(4)
344
340
(4)
-
-
-
(11)
(138)
(149)
(5)
855
(10)
18
7,031
2,019
9,050
5
(379)
(2)
(2)
(377)
13
(365)
-
-
-
-
568
174
742
5
(379)
(2)
(2)
191
187
377
-
-
-
-
6
-
6
-
-
-
-
-
-
-
-
-
-
-
(45)
-
(45)
-
-
-
-
(308)
(99)
(407)
-
-
-
-
(19)
-
(19)
-
-
-
-
15
-
15
-
-
-
-
(95)
(27)
(122)
-
-
-
-
-
98
98
4
-
-
-
2
426
428
5
476
(11)
15
6,779
2,604
9,383
3
Notes to the consolidated financial statements
3.3.
Notes to the consolidated financial statements
Reporting entity
Casino, Guichard-Perrachon is a French société anonyme listed on compartment A of NYSE Euronext Paris. In these
notes, the Company and its subsidiaries are referred to as “the Group” or “Casino”. The Company’s registered office is
at 1, Esplanade de France, 42008 Saint-Étienne.
The consolidated financial statements for the year ended 31 December 2011 reflect the accounting situation of the
Company, its subsidiaries and jointly-controlled companies, as well as the Group’s interests in associates.
The 2011 consolidated financial statements of Groupe Casino were approved for publication by the Board of Directors
on 27 February 2012.
Note 1. Significant accounting policies
1.1. Accounting standards
Pursuant to European regulation 1606/2002 of 19 July 2002,
the consolidated financial statements for the year ended
31 December 2011 have been prepared in accordance with
International Financial Reporting Standards (IFRS) issued
by the International Accounting Standards Board (IASB), as
adopted by the European Union on the date of approval of the
financial statements by the Board of Directors and mandatory
as of the reporting date.
1.1.2. Standards and interpretations
published but not yet mandatory
Standards and interpretations adopted by the
European Union on the reporting date
■
Amendment to IFRS 7 – Financial Instruments: Disclosures
– Transfers of Financial Assets, mandatory for annual periods
beginning on or after 1 July 2011.
These standards are available on the European Commission’s
website:
The Group has not early adopted this amendment. Its
application is not expected to have a material impact on the
(http://ec.europa.eu/internal_market/accounting/ias/
index_en.htm).
Standards and interpretations not adopted by the
European Union on the reporting date
The significant accounting policies set out below have been
applied consistently to all periods presented, after taking
account of or with the exception of the new standards and
interpretations set out below.
Subject to their final adoption by the European Union, the
following standards, amendments and interpretations published
by the IASB are mandatory for annual periods beginning on
or after 1 January 2012.
1.1.1. New standards, amendments
and interpretations applicable
as of 1 January 2011
■
Amendment to IAS 1 – Presentation of Items of Other
Comprehensive Income, mandatory for annual periods
beginning on or after 1 July 2012;
■
Amendment to IAS 12 – Deferred Tax: Recovery of Underlying
Assets, mandatory for annual periods beginning on or after
1 January 2012;
■
Amendment to IAS 19 – Employee Benefits: Defined Benefit
Plans, mandatory for annual periods beginning on or after
1 January 2013;
■
Amendment to IFRS 7 – Financial Instruments: Disclosures
– Offsetting of Financial Assets and Financial Liabilities,
mandatory for annual periods beginning on or after 1 January
2013;
■
Amendment to IAS 32 – Offsetting of Financial Assets and
Financial Liabilities, mandatory for annual periods beginning
on or after 1 January 2014;
The following revised standards, new standards and
interpretations are mandatory for the 2011 financial year:
■
IFRIC 19 – Extinguishing Financial Liabilities with Equity
Instruments;
■
Amendment to IAS 32 – Classification of Rights Issues;
■
Amendment to IFRIC 14 – Repayments of a Minimum Funding
Requirement;
■
IAS 24 Revised – Related Party Disclosures;
■
Annual improvements to IFRSs (6 May 2010).
These new standards and interpretations had no material
effect on the consolidated financial statements.
76
■
IFRS 9 – Financial instruments: Classification and
Measurement, mandatory for annual periods beginning on
or after 1 January 2015;
■
IFRS 10 – Consolidated and Separate Financial Statements,
mandatory for annual periods beginning on or after 1 January
2013;
■
IFRS 11 – Joint Arrangements, mandatory for annual periods
beginning on or after 1 January 2013;
■
IFRS 12 – Disclosure of Interests in Other Entities, mandatory
for annual periods beginning on or after 1 January 2013;
■
IFRS 13 – Fair Value Measurement, mandatory for annual
periods beginning on or after 1 January 2013;
■
IAS 27 Revised – Separate Financial Statements, mandatory
for annual periods beginning on or after 1 January 2013;
■
IAS 28 Revised – Investments in Associates and Joint
Ventures, mandatory for annual periods beginning on or
after 1 January 2013.
The Group has not early adopted any of these new standards,
revised standards or interpretations and is currently analysing
the potential impacts of their first-time adoption, notably
IFRS 10 on the scope of consolidation and IFRS 11, which
eliminates proportionate consolidation as a method of
accounting for joint arrangements.
Application of IFRS 11 would lead to the derecognition of
the Group’s portion of the assets (including goodwill) and
liabilities of all of its jointly controlled entities (notably GPA and
Monoprix), which would subsequently have to be accounted
for by the equity method. In the income statement, the Group
would present its share of the profit of these entities in the line
“Share of profits of associates” rather than presenting their
income and expenses separately based on the percentage
interest owned.
rules and, more specifically, the veto rights governing the joint
arrangements will lapse.
Consequently, as of 22 June 2012, the Group will have the
option of gaining full control of Wilkes and therefore GPA, in
accordance with the shareholders’ agreement. In this case
GPA would be fully consolidated by Casino as of the date
the Group exercised this option. The recent events described
in note 2.2 have not affected GPA’s current joint control
arrangements or the put and call options that are exercisable
as of 22 June 2012.
As regards Monoprix, the Group has a call option on 10% of
the share capital, exercisable as of 1 January 2012 until 2028,
which would enable Casino to acquire a controlling interest.
On exercise of this call option or of the put option held by
Galeries Lafayette, the Monoprix sub-group would be fully
consolidated in the Group’s financial statements, although the
transaction would be referred to the Competition Authority in
view of the merger already approved in 2000.
If GPA or Monoprix were to be fully consolidated by Casino,
the accounting treatment would be as follows:
■
full consolidation of the income statement as of the date
on which control is obtained, with net profit split between
the portion attributable to the owners of the parent and the
portion attributable to non-controlling interests;
■
full consolidation of all assets and liabilities as of the date
on which control is obtained, with the option of recognising
goodwill on a “full goodwill” basis;
■
remeasurement at fair value of the Group’s previously-held
interest with the resulting adjustments recognised through
profit or loss;
■
derecognition in the balance sheet liabilities of the
non-controlling interests on which the put options have
been written and recognition of a corresponding financial
liability in accordance with the arrangements between the
non-controlling interests and the Group. Under the rules
as they stand at present, any subsequent changes in the
fair value of the financial liability would be accounted for
through equity.
At 31 December 2011, the Group’s main joint arrangements
were GPA (40.1%) and Monoprix (50%). Condensed financial
statements for proportionately consolidated companies are
provided in note 18.1.
GPA and Monoprix are subject to put and call options (see
note 32.2).
The Group jointly controls Brazil-based GPA with the Diniz
family, to whom it has written two put options on shares in
GPA’s head holding company Wilkes (in which the Group holds
a 68.85% interest), covering 0.4% and 7.6% of GPA’s share
capital respectively. The first put is exercisable from 22 June
2012 should the Group exercise its right on that date to appoint
the Chairman of Wilkes’ Board of Directors. If the first put is
exercised, the second will become exercisable for a period
of eight years as of June 2014. If Casino exercises its right
to appoint the Chairman of Wilkes and does not obtain more
than 50% of the company’s ordinary shares within a period of
60 days, it has a call option under which it may acquire one
Wilkes share at a price of 1 Brazilian real, giving it an absolute
majority interest in Wilkes. As of the date on which Casino
exercises its contractual right to appoint Wilkes’ Chairman as
well as the majority of the members of GPA’s Board of Directors
under the shareholders’ agreement, the corporate governance
3
1.2. Basis of preparation and presentation
1.2.1. Accounting convention
The consolidated financial statements have been prepared
using the historical cost convention, with the exception of
the following:
■
land held by companies in the “centralised” scope (historical
scope in France) and Monoprix, as well as the warehouse
land held by Franprix-Leader Price, for which the fair value
at 1 January 2004 has been used as deemed cost. The
resulting revaluation gains have been recognised in equity;
■
derivative financial instruments and financial assets available
for sale, which are measured at fair value. The carrying
amounts of assets and liabilities hedged by a fair value hedge,
which would otherwise be measured at cost, are adjusted
for changes in the fair value attributable to the hedged risk.
3
The consolidated financial statements are presented in millions
of euros. The figures in the tables have been rounded to the
nearest million euros and include individually rounded data.
Consequently, the totals and sub-totals may not correspond
exactly to the sum of the reported amounts.
The consolidated financial statements for the year ended
31 December 2009 are incorporated by reference.
1.2.2 Use of estimates
The preparation of consolidated financial statements requires
the use of estimates and assumptions that affect the reported
amount of certain assets and liabilities and income and
expenses, as well as the disclosures made in certain notes to
the consolidated financial statements. Due to the inherent
uncertainty of assumptions, actual results may differ from
the estimates. Estimates and assessments are reviewed at
regular intervals and adjusted where necessary to take into
account past experience and any relevant economic factors.
The main estimates and assumptions are based on the
information available when the financial statements are drawn
up and concern the following:
■
commercial cooperation fees (see note 1.4.24);
■
impairment of doubtful receivables (notes 19, 21 and 22);
■
impairment of non-current assets and goodwill (see
notes 1.4.12 and 16);
■
available-for-sale financial assets (see note 19.1);
■
fair values of assets and liabilities acquired in a business
combination (see notes 1.4.2, 3.2 and 3.6);
■
fair values of investment property disclosed in the notes (see
note 15), as well as the accounting treatment of investment
property acquisitions. For each transaction, the Group
analyses the existing assets and operations to determine
whether the acquisition should be treated as a business
combination or a separately acquired asset;
■
deferred taxes (see notes 1.4.31 and 8);
■
non-current assets (or groups of assets) held for sale (see
note 10);
■
put options granted to owners of non-controlling interests
(see notes 1.4.20 and 28.4);
■
provisions for liabilities and other operating provisions (see
notes 1.4.19.2 and 26).
Additional disclosures on the sensitivity of goodwill, provisions
and put option values are provided in notes 16, 26 and 28.
1.2.3. Adjustment of comparative data
The reported 2010 figures have been adjusted following
the final accounting for GPA’s Nova Casa Bahia business
combination (see note 3.6).
78
1.3. Positions adopted by the Group for
accounting issues not specifically
dealt with in IFRSs
In the absence of standards or interpretations applicable
to conditional or unconditional put and call options on
non-controlling interests (see note 1.4.20), management has
used its judgment to define and apply the most appropriate
accounting treatment.
1.4. Significant accounting policies
1.4.1. Basis of consolidation
and consolidation methods
The consolidated financial statements include the financial
statements of all material subsidiaries, joint ventures and
associates over which the parent company exercises control,
joint control or significant influence, either directly or indirectly.
Subsidiaries
Subsidiaries are companies controlled by the Group. Control
is the power to govern the financial and operating policies of
an entity so as to obtain benefits from its activities.
Control is presumed to exist when the Group directly or
indirectly holds more than half of the voting power of an entity.
The consolidated financial statements include the financial
statements of subsidiaries from the date when control is
acquired to the date at which the Group no longer exercises
control. All controlled companies are fully consolidated in the
Group’s balance sheet, whatever the percentage interest held.
Joint ventures
Joint ventures are companies in which the Group shares
control of an economic activity under a contractual agreement.
Companies that are controlled jointly by the Group are
consolidated by the proportionate method.
Associates
Associates are companies in which the Group exercises
significant influence over financial and operational policies
without having control. They are accounted for by the equity
method. Goodwill related to these entities is included in the
carrying amount of the investment.
Potential voting rights
For all companies other than special purpose entities, control is
determined based on the percentage of existing and potential
voting rights currently exercisable.
The Group may own share warrants, share call options,
debt or equity instruments that are convertible into ordinary
shares or other similar instruments that have the potential, if
exercised or converted, to give the Group voting power or
reduce another party’s voting power over the financial and
operational policies of an entity (potential voting rights). The
existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing
whether the Group has the power to govern the financial and
operating policies of an entity. Potential voting rights are not
currently exercisable or convertible when, for example, they
cannot be exercised or converted until a future date or until
the occurrence of a future event.
Control of special purpose entities is determined by reference
to the Group’s share of the risks and rewards of ownership
of the entity.
Special purpose entities are consolidated when, in substance:
■
the relationship between the special purpose entity and
the Group indicates that the Group controls the special
purpose entity;
■
the special purpose entity conducts its business activities
to meet the Group’s specific operating needs in such a way
that the Group benefits from these activities;
■
the Group has decision-making powers to obtain the majority
of the benefits of the special purpose entity’s activities or
is able to obtain the majority of these benefits through an
“auto-pilot” mechanism;
■
■
by having a right to the majority of the special purpose entity’s
benefits, the Group is exposed to the special purpose entity’s
business risks;
the Group retains the majority of residual or ownership risks
related to the special purpose entity’s property or its assets
in order to benefit from its activities.
1.4.2. Business combinations
As required by IFRS 3, the consideration transferred in a
business combination is measured at fair value, which is the
sum of the acquisition-date fair values of the assets transferred
by the acquirer, the liabilities incurred by the acquirer to former
owners of the acquiree and the equity interests issued by the
acquirer. Identifiable assets acquired and liabilities assumed
are measured at their acquisition-date fair values. Acquisitionrelated costs are accounted for as expenses in the periods
in which they are incurred under “Other operating expense”.
Any excess of the consideration transferred over the fair value
of the identifiable assets acquired and liabilities assumed is
recognised as goodwill. For each business combination, the
Group may elect to measure any non-controlling interest in the
acquiree either at the non-controlling interest’s proportionate
share of the acquiree’s identifiable net assets or at fair value.
Under the latter method (called the full goodwill method),
goodwill is recognised on the full amount of the identifiable
assets acquired and liabilities assumed.
Business combinations completed prior to 1 January 2010
were accounted for using the partial goodwill method, as
required by the standards applicable at the time.
In the case of a business combination achieved in stages, the
equity interest previously held by the Group is remeasured at
3
its acquisition-date fair value and any resulting gain or loss is
recognised in profit or loss under “Other operating income”
or “Other operating expense”.
The provisional amounts recognised on the acquisition
date may be adjusted retrospectively during a 12-month
measurement period if new information is obtained about facts
and circumstances that existed as of the acquisition date. The
subsequent acquisition of non-controlling interests does not
give rise to the recognition of additional goodwill.
Any contingent consideration is included in the cost of the
acquisition at its acquisition-date fair value even if it is not
probable that an outflow of resources embodying economic
benefits will be required to settle the obligation. Subsequent
changes in the fair value of contingent consideration due to
facts and circumstances that existed as of the acquisition
date are recorded by adjusting goodwill if they occur during
the measurement period or directly in profit or loss for the
period under “Other operating income” or “Other operating
expense” if they arise after the measurement period, unless
the obligation is settled in equity instruments in which case
the contingent consideration is not remeasured.
1.4.3. Closing date
With the exception of a few small subsidiaries, Group
companies all have a 31 December year-end.
1.4.4. Consolidation of subsidiaries whose
business is dissimilar from that of the
Group as a whole
The financial statements of Banque du Groupe Casino are
prepared in accordance with accounting standards applicable
to financial institutions. The financial statements of Casino
Ré are prepared in accordance with accounting standards
applicable to insurance companies. In the consolidated financial
statements, their assets, liabilities, income and expenses are
classified based on non-industry – specific IASs and IFRSs,
with customer loans included in “Trade receivables”, refinancing
of customer loans in “Other current liabilities” and banking
revenue in “Revenue”.
1.4.5. Foreign currency translation
The consolidated financial statements are presented in
euros, the Group’s functional currency. It is the currency of
the principal economic environment in which Groupe Casino
operates. Each Group entity determines its own functional
currency and all their financial transactions are measured in
that currency.
The financial statements of subsidiaries that use a different
functional currency from that of the Group are translated
according to the closing rate method:
■
assets and liabilities, including goodwill and fair value
adjustments, are translated into euros at the closing rate,
corresponding to the spot exchange rate at the balance
sheet date;
3
■
income statement and cash flow items are translated into
euros using the average rate of the period unless significant
variances occur.
The resulting exchange differences are recognised directly
within a separate component of equity. When a foreign
operation is disposed of, the cumulative amount of the
exchange differences in equity relating to that operation is
reclassified to profit or loss.
Foreign currency transactions are translated into euros using
the exchange rate at the transaction date. Monetary assets
and liabilities denominated in foreign currencies are translated
at the closing rate and the resulting exchange differences are
recognised in the income statement under “Exchange gains
and losses”. Non-monetary assets and liabilities denominated
in foreign currencies are translated at the exchange rate at
the transaction date.
Exchange differences arising on the translation of a net
investment in a foreign operation are recognised within a
separate component of equity and reclassified to profit or
loss on disposal of the net investment.
Exchange differences arising on the translation of foreign
currency borrowings hedging a net investment denominated
in a foreign currency or on permanent advances made to
subsidiaries are recognised in equity and then reclassified in
profit or loss on disposal of the net investment.
1.4.6.2. Intangible assets
Intangible assets acquired separately by the Group are
measured at cost and those acquired in business combinations
are measured at fair value. Intangible assets consist mainly
of purchased software, software developed for internal use,
trademarks, patents and lease premiums. Trademarks that are
created and developed internally are not recognised on the
balance sheet. Intangible assets are amortised on a straight-line
basis over their estimated useful lives. Development costs are
amortised over three years and software over three to ten
years. Intangible assets with an indefinite useful life (including
lease premiums and purchased trademarks) are not amortised,
but are tested for impairment at each year-end or whenever
there is an indication that their carrying amount may not be
recovered.
An intangible asset is derecognised on disposal or when no
future economic benefits are expected from its use or disposal.
The gain or loss arising from the derecognition of an asset is
determined as the difference between the net sale proceeds,
if any, and the carrying amount of the asset. It is recognised
in profit or loss (other operating income or expense) when the
asset is derecognised.
Residual values, useful lives and amortisation methods
are reviewed at each year-end and revised prospectively if
necessary.
1.4.6. Goodwill and intangible assets
1.4.7. Property, plant and equipment
Intangible items are recognised as intangible assets when
they meet the following criteria:
Property, plant and equipment are measured at cost less
accumulated depreciation and any accumulated impairment
losses.
■
the item is identifiable and separable;
■
the Group has the capacity to control future economic
benefits from the item;
■
the item will generate future economic benefits.
Intangible assets acquired in a business combination are
recognised as goodwill when they do not meet these criteria.
1.4.6.1. Goodwill
At the acquisition date, goodwill is measured in accordance
with note 1.4.2. Goodwill is allocated to the cash generating
unit or groups of cash-generating units that benefit from
the synergies of the combination, based on the level at
which the return on investment is monitored for internal
management purposes. Goodwill is not amortised but is
tested for impairment at each year-end, or whenever there is
an indication that it may be impaired. Impairment losses on
goodwill are not reversible. The method used by the Group to
test goodwill for impairment is described in the note entitled
“Impairment of non-current assets”. Negative goodwill is
recognised directly in the income statement for the period
of the business combination, once the identification and
measurement of the acquiree’s identifiable assets, liabilities
and contingent liabilities have been verified.
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Subsequent expenditures are recognised in assets if they
satisfy the recognition criteria in IAS 16. The Group examines
these criteria before making an expenditure.
Land is not depreciated. All other items of property, plant and
equipment are depreciated on a straight-line basis over their
estimated useful lives without taking into account any residual
value. The main useful lives are as follows:
Depreciation
period
Asset category
Land
(years)
-
Buildings (shell)
40
Roof waterproofing
15
Shell fire protection systems
Land improvements
25
10 to 40
Building fixtures and fittings
5 to 20
Technical installations, machinery
and equipment
5 to 20
Computer equipment
3 to 5
“Roof waterproofing” and “shell fire protection systems” are
classified as separate items of property, plant and equipment
only when they are installed during major renovation projects.
In all other cases, they are part of the building.
An item of property, plant and equipment is derecognised on
disposal or when no future economic benefits are expected
from its use or disposal. The gain or loss arising from the
derecognition of an asset is determined as the difference
between the net sale proceeds, if any, and the carrying amount
of the asset. It is recognised in profit or loss (other operating
income or expense) when the asset is derecognised.
Residual values, useful lives and amortisation methods
are reviewed at each year-end and revised prospectively if
necessary.
1.4.8. Finance leases
Leases that transfer substantially all the risks and rewards
of ownership to the lessee are classified as finance leases.
They are recognised in the consolidated balance sheet at the
inception of the lease at the fair value of the leased asset or,
if lower, the present value of the minimum lease payments.
Leased assets are accounted for as if they had been acquired
through debt. They are recognised as assets (according to
their nature) with a corresponding amount recognised in
financial liabilities.
Leased assets are depreciated over their expected useful
life in the same way as other assets in the same category,
or over the lease term if shorter, unless the lease contains a
purchase option and it is reasonably certain that the option
will be exercised.
1.4.10. Investment property
Investment property is property held to earn rentals or for
capital appreciation or both. It is recognised and measured
in accordance with IAS 40.
The shopping centres owned by the Group are classified as
investment property.
Subsequent to initial recognition, they are measured at
historical cost less accumulated depreciation and any
accumulated impairment losses. Their fair value is disclosed in
the notes to the consolidated financial statements. Investment
property is depreciated over the same useful life and according
to the same rules as owner-occupied property.
The shopping malls owned by Mercialys are valued on an
asset-by-asset basis by independent appraisers in accordance
with RICS (Royal Institute of Chartered Surveyors) standards,
using the open market value appraisal methods recommended
in the 3rd edition of the French Property Appraisal Charter
(Charte de l’expertise en évaluation immobilière) of June
2006 and the 2000 report of the combined workgroup set
up by the French securities regulator (COB now renamed
AMF) and the French accounting board (CNC) on property
asset valuations for listed companies. One-third of Mercialys’
assets are re-appraised each year by rotation and the existing
appraisals for the other two-thirds are updated. In accordance
with the COB/CNC 2000 report, two methods were used to
determine the market value of each asset:
■
the income capitalisation (IC) method consists of assessing
the rental revenue generated by the property and multiplying
this income by the market yield on comparable properties
(selling space, configuration, competition, ownership method,
rental and extension potential and comparability with recent
transactions), taking into account any difference between
actual and market rents for the property concerned. Any
non-billable expenses and works are then deducted from
this amount;
■
the discounted cash flows (DCF) method consists of
discounting future revenues from the asset and takes into
account, year after year, forecast rent adjustments, vacancy
rates and other parameters such as marketing periods and
capital expenditure to be financed by the lessor.
Finance lease obligations are discounted and recognised in
the balance sheet as a financial liability. Payments made under
operating leases are expensed as incurred.
1.4.9. Borrowing Costs
Borrowing costs that are directly attributable to the acquisition,
construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use
or sale (typically more than six months) are capitalised in the
cost of that asset. All other borrowing costs are recognised as
an expense in the period in which they are incurred. Borrowing
costs are interest and other costs incurred by an entity in
connection with the borrowing of funds.
The Group capitalises borrowing costs for all qualifying assets
whose construction commencement date is on or after
1 January 2009. The Group continues to expense borrowing
costs as incurred for projects whose commencement date
was before 1 January 2009.
3
The discount rate used is the risk-free market rate (10-year
OAT TEC for France) plus a property market risk and liquidity
premium, plus a premium for obsolescence and rental risk if
applicable.
Small assets are also valued by comparison to transactions
in similar assets.
3
1.4.11. Cost of fixed assets
The cost of fixed assets corresponds to their purchase cost
plus transaction expenses including tax.
1.4.12. Impairment of non-current assets
Value in use is the present value of the future cash flows
expected to be derived from continuing use of an asset and
plus a terminal value. It is determined internally or by external
experts on the basis of:
■
cash flow projections contained in business plans or budgets
covering no more than five years. Cash flows beyond the
projection period are estimated by applying a constant or
decreasing growth rate;
■
the terminal value determined by applying a perpetual growth
rate to the final cash flow projection. The Group elected to
use this universally recognised method as of the year ended
31 December 2011. In 2010, the terminal value was based
on a multiple of final year EBITDA.
The procedure to be followed to ensure that the carrying
amount of assets does not exceed their recoverable amount
(recovered by use or sale) is defined in IAS 36.
Goodwill and intangible assets with an indefinite useful life
are tested for impairment at least once a year. Other assets
are tested whenever there is an indication that they may be
impaired.
1.4.12.1. Cash Generating Units (CGUs)
A cash-generating unit is the smallest identifiable group of
assets that generates cash inflows that are largely independent
of the cash inflows from other assets or groups of assets.
The Group has defined cash-generating units as follows:
■
■
for hypermarkets, supermarkets and discount stores, each
store is treated as a separate CGU;
for other networks, each network represents a separate CGU.
1.4.12.2. Impairment indicators
Apart from the external sources of data monitored by the
Group (economic environment, market value of the assets,
etc.), the impairment indicators used are based on the nature
of the assets:
■
land and buildings: loss of rent or early termination of a
lease contract;
■
fixed assets related to the business (assets of the cash
generating unit): ratio of net book value of the assets related
to a store divided by sales (including VAT), higher than a
defined level determined separately for each store category;
■
assets allocated to administrative activities (headquarters
and warehouses): the closing of a site or the obsolescence
of equipment used at the site.
1.4.12.3. Recoverable amount
The recoverable amount of an asset is the higher of its fair
value less costs to sell and its value in use. It is generally
determined separately for each asset. When this is not
possible, the recoverable amount of the group of CGUs to
which the asset belongs is used.
Fair value less costs to sell is the amount obtainable from
the sale of an asset in an arm’s length transaction between
knowledgeable, willing parties, less the costs of disposal. In
the retailing industry, fair value less costs to sell is generally
determined on the basis of a sales or EBITDA multiple.
82
The cash flows and terminal value are discounted at long-term
after-tax market rates reflecting market estimates of the time
value of money and the specific risks associated with the asset.
For goodwill impairment testing purposes, the recoverable
amounts of CGUs or groups of CGUs are determined annually
at the year end.
1.4.12.4. Impairment
An impairment loss is recognised when the carrying amount
of an asset or the CGU to which it belongs is greater than
its recoverable amount. Impairment losses are recorded as
an expense under “Other operating income and expense”.
Impairment losses recognised in a prior period are reversed
if, and only if, there has been a change in the estimates used
to determine the asset’s recoverable amount since the last
impairment loss was recognised. However, the increased
carrying amount of an asset attributable to a reversal of an
impairment loss may not exceed the carrying amount that
would have been determined had no impairment loss been
recognised for the asset in prior years. Impairment losses on
goodwill cannot be reversed.
1.4.13. Financial assets
1.4.13.1. Definitions
Financial assets are classified into four categories according
to their type and intended holding period, as follows:
■
held-to-maturity investments;
■
financial assets at fair value through profit or loss;
■
loans and receivables;
■
available-for-sale financial assets.
Financial assets are classified as current if they are due in
less than one year and non-current if they are due in more
than one year.
3
1.4.13.2. Recognition and measurement
of financial assets
on equity instruments are irreversible and any subsequent
increases in fair value are recognised directly in equity.
With the exception of financial assets at fair value through
profit or loss, all financial assets are initially recognised at cost,
corresponding to the fair value of the consideration paid plus
transaction costs.
Impairment losses on debt instruments are reversed through
the income statement in the event of a subsequent increase
in fair value, provided that the amount reversed does not
exceed the impairment losses previously recognised in the
income statement.
1.4.13.3. Held-to-maturity investments
Held-to-maturity investments are fixed income securities
that the Group has the positive intention and ability to hold
to maturity. They are measured at amortised cost using
the effective interest method. Amortised cost is calculated
by adding or deducting any premium or discount over the
remaining life of the securities. Gains and losses are recognised
in the income statement when the assets are derecognised or
there is objective evidence of impairment, and also through
the amortisation process.
1.4.13.4. Financial assets at fair value through profit
or loss
Financial assets at fair value through profit or loss are financial
assets classified as held for trading, i.e. assets that are
acquired principally for the purpose of selling them in the near
term. They are measured at fair value and gains and losses
arising from remeasurement at fair value are recognised in
the income statement. Some assets may be designated at
inception as financial assets at fair value through profit or loss.
This category mainly comprises investments in
non-consolidated companies. Available-for-sale financial
assets are classified under non-current financial assets.
1.4.13.7. Cash and cash equivalents
In accordance with IAS 7, cash and cash equivalents consist
of cash and investments that are short-term, highly liquid,
readily convertible to known amounts of cash and subject to
an insignificant risk of changes in value.
1.4.13.8. Derecognition
Financial assets are derecognised in the following two cases:
■
the contractual rights to the cash flows from the financial
asset expire; or,
■
the contractual rights are transferred and the transfer qualifies
for derecognition,
- when substantially all the risks and rewards of ownership of
the financial asset are transferred, the asset is derecognised
in full,
- when substantially all the risks and rewards of ownership
are retained by the Group, the financial asset continues to
be recognised in the balance sheet for its total amount.
1.4.13.5. Loans and receivables
Loans and receivables are financial assets issued or acquired
by the Group in exchange for cash, goods or services that are
paid, delivered or rendered to a debtor. They are measured at
amortised cost using the effective interest method. Long-term
loans and receivables that are not interest-bearing or that
bear interest at a below-market rate are discounted when
the amounts involved are material. Any impairment losses are
recognised in the income statement.
Trade receivables are recognised and measured at the original
invoice amount net of any accumulated impairment losses.
They are derecognised when all the related risks and rewards
are transferred to a third party.
1.4.13.6. Available-for-sale financial assets
Available-for-sale financial assets correspond to financial
assets not meeting the criteria for classification in any of
the other three categories. They are measured at fair value.
Gains and losses arising from remeasurement at fair value are
accumulated in equity until the asset is derecognised.
When they are derecognised or when a decline in the fair value
of an available-for-sale financial asset has been recognised
directly in equity and there is objective evidence that the
impairment is other than temporary, the cumulative loss that
had been recognised directly in equity is removed from equity
and recognised in the income statement. Impairment losses
The Group has set up receivables discounting programmes
with its banks. The Group considers that there is no risk of
discounted receivables being cancelled by credit notes or
being set off against liabilities. The receivables discounted
under the programmes mainly concern services invoiced
by the Group under contracts with suppliers that reflect the
volume of business made with the suppliers concerned. The
other risks and rewards associated with the receivables have
been transferred to the banks. Consequently, as substantially
all the risks and rewards have been transferred at the balance
sheet date, the receivables are derecognised.
1.4.14. Financial liabilities
1.4.14.1. Definitions
Financial liabilities are classified into two categories as follows:
■
borrowings recognised at amortised cost;
■
financial liabilities at fair value through profit or loss.
Financial liabilities are classified as current if they are due in
less than one year and non-current if they are due in more
than one year.
3
1.4.14.2. Recognition and measurement of financial
liabilities
Financial liabilities are measured according to their category
under IAS 39.
1.4.14.2.1. Financial liabilities recognised
at amortised cost
Borrowings and other financial liabilities are usually recognised
at amortised cost using the effective interest rate method,
except for instruments qualifying for hedge accounting.
Debt issue costs and issue and redemption premiums are
included in the cost of borrowings and financial debt. They
are added or deducted from borrowings, and are amortised
using an actuarial method.
1.4.14.2.2. Financial liabilities at fair value
through profit or loss
These are financial liabilities intended to be held on a short-term
basis for trading purposes. They are measured at fair value
and gains and losses arising from remeasurement at fair value
are recognised in the income statement.
1.4.14.3. Recognition and measurement of derivative
instruments
1.4.14.3.1. Derivative financial instruments that
qualify for hedge accounting:
recognition and presentation
All derivative instruments (swaps, collars, floors and options)
are recognised in the balance sheet and measured at fair value.
In accordance with IAS 39, hedge accounting is applied to:
■
■
fair value hedges (for example, swaps to convert fixed rate
debt to variable rate). In this case, the debt is measured at
fair value, with gains and losses arising from remeasurement
at fair value recognised in the income statement on
a symmetrical basis with the loss or gain or loss on the
derivative. If the hedge is entirely effective, the loss or gain on
the hedged debt is offset by the gain or loss on the derivative;
cash flow hedges (for example, swaps to convert floating
rate debt to fixed rate, hedging a budgeted foreign currency
denominated purchase). For these hedges, the effective
portion of the change in the fair value of the derivative
is recognised in equity and reclassified into the income
statement on a symmetrical basis with the hedged cash flows
and under the same line item as the hedged item (i.e. trading
profit for hedges of operating cash flows and net financial
income or expense for other hedges). The ineffective portion
is recognised directly in the income statement.
Hedge accounting may only be used if:
■
the hedging relationship is clearly defined and documented
at inception; and
■
the effectiveness of the hedge can be demonstrated at
inception and throughout its life.
84
1.4.14.3.2. Derivative financial instruments that
do not qualify for hedge accounting:
recognition and presentation
When a derivative financial instrument does not qualify or no
longer qualifies for hedge accounting, changes in fair value
are recognised directly in profit or loss for the period under
“Other financial income and expense”.
1.4.15. Fair value of financial instruments
Fair value measurements are classified using a fair value
hierarchy that reflects the significance of the inputs used in
making the measurements. The fair value hierarchy has the
following levels:
■
quoted prices (unadjusted) in active markets for identical
assets or liabilities (Level 1);
■
inputs other than quoted prices included within Level 1 that
are observable either directly (i.e. as prices) or indirectly (i.e.
derived from prices) (Level 2);
■
inputs for the asset or liability that are not based on
observable market data (unobservable inputs) (Level 3).
The fair value of financial instruments traded in an active market
is the quoted price on the balance sheet date. A market is
considered as active if quoted prices are readily and regularly
available from an exchange, dealer, broker, industry group,
pricing service or regulatory agency, and those prices represent
actual and regularly occurring market transactions on an arm’s
length basis. These instruments are classified as Level 1.
The fair value of financial instruments which are not quoted
in an active market (such as over-the-counter derivatives) is
determined using valuation techniques. These techniques use
observable market data wherever possible and make little
use of the Group’s own estimates. If all the inputs required to
calculate fair value are observable, the instrument is classified
as Level 2.
If one or more significant inputs are not based on observable
market data, the instrument is classified as Level 3.
1.4.16. Inventories
Inventories are measured at the lower of cost and net realisable
value, determined by the first-in first-out (FIFO) method.
The cost of inventories comprises all costs of purchase, costs
of conversion and other costs incurred in bringing inventories to
their present location and condition. Accordingly, logistics costs
are included in the carrying amount and supplier discounts
recognised in “Cost of goods sold” are deducted.
The cost of inventory includes gains or losses on cash flow
hedges of future inventory purchases initially recognised in
equity.
Net realisable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and
the estimated costs necessary to make the sale.
Property development work in progress is recognised in
inventories.
1.4.17. Non-current assets held for sale
and discontinued operations
Non-current assets (and disposal groups) classified as held
for sale are measured at the lower of their carrying amount
and their fair value less costs to sell. A non-current asset (or
disposal group) is classified as held for sale if its carrying
amount will be recovered principally through a sale transaction
rather than through continuing use. For this condition to
be met, the asset (or disposal group) must be available for
immediate sale in its present condition and its sale must
be highly probable. For the sale to be highly probable,
management must be committed to a plan to sell the asset
(or disposal group), and the sale should be expected to qualify
for recognition as a completed sale within one year from the
date of classification.
In the consolidated income statement for the current and prior
periods, the post-tax results of discontinued operations and
any gain or loss on sale are presented as a single amount
on a separate line item below the results of continuing
operations, even where the Group retains a minority interest
in the subsidiary after its sale.
Property, plant and equipment and intangible assets classified
as held for sale are no longer depreciated or amortised.
1.4.18. Equity
Equity is attributable to two categories of owner: the owners
of the parent (Casino, Guichard-Perrachon shareholders) and
the owners of the non-controlling interests in its subsidiaries.
A non-controlling interest is the equity in a subsidiary not
attributable, directly or indirectly, to a parent.
Transactions with the owners of non-controlling interests
resulting in a change in the parent company’s percentage
interest without loss of control only affect equity as there is no
change of control of the economic entity. Cash flows arising
from changes in ownership interests in a fully consolidated
entity that do not result in a loss of control (including increases
in percentage interest) are classified as cash flows from
financing activities.
In the case of an acquisition of an additional interest in a fully
consolidated subsidiary, the Group recognises the difference
between the acquisition cost and the carrying amount of the
non-controlling interests as a change in equity attributable to
owners of the parent. Transaction costs are also recognised
in equity. The same treatment applies to transaction costs
relating to disposals without loss of control. In the case of
3
disposals of controlling interests involving a loss of control, the
Group derecognises the whole of the ownership interest and
recognises any investment retained in the former subsidiary
at its fair value. The gain or loss on the entire derecognised
interest (interest sold and interest retained) is recognised
in profit or loss under “Other operating income” or “Other
operating expense”, which amounts to remeasuring the
investment retained at fair value through profit or loss. Cash
flows arising from the acquisition or loss of control of a
subsidiary are classified as cash flows from investing activities.
1.4.18.1. Equity instruments and hybrid instruments
The classification of instruments issued by the Group in equity
or debt depends on each instrument’s specific characteristics.
An instrument is deemed to be an equity instrument when
the following two conditions are met: (i) the instrument does
not contain a contractual obligation to deliver cash or another
financial asset to another entity, or to exchange financial assets
or financial liabilities with another entity under conditions that
are potentially unfavourable to the entity; and (ii) in the case
of a contract that will or may be settled in the entity’s own
equity instruments, it is either a non-derivative that does not
include a contractual obligation to deliver a variable number
of the Company’s own equity instruments, or it is a derivative
that will be settled by the exchange of a fixed amount of cash
or another financial asset for a fixed number of the entity’s
own equity instruments.
Accordingly, instruments that are redeemable at the Group’s
discretion and for which the remuneration depends on the
payment of a dividend are classified in equity.
1.4.18.2. Equity transaction costs
External and qualifying internal costs directly attributable to
equity transactions or transactions involving equity instruments
are recorded as a deduction from equity, net of tax. All other
transaction costs are recognised as an expense.
1.4.18.3. Treasury shares
Casino, Guichard-Perrachon shares purchased by the Group
are deducted from equity at cost. The proceeds from sales of
treasury shares are credited to equity with the result that any
disposal gains or losses, net of the related tax effect, have no
impact on the income statement for the period.
1.4.18.4. Options on treasury shares
Options on treasury shares are treated as derivative
instruments, equity instruments or financial liabilities depending
on their characteristics.
Options classified as derivatives are measured at fair value
through profit or loss. Options classified as equity instruments
are measured in equity at their initial amount and changes in
value are not recognised. The accounting treatment of financial
liabilities is described in note 1.4.14.
3
1.4.18.5. Share-based payment
The management and certain employees of the Group receive
stock options and share grants.
The fair value of the options at the grant date is recognised in
employee benefits expense over the option vesting period. The
fair value of options is determined using the Black & Scholes
option pricing model, based on the plan attributes, market
data (including the market price of the underlying shares,
share price volatility and the risk-free interest rate) at the grant
date and assumptions concerning the probability of grantees
remaining with the Group until the options vest.
The fair value of share grants is also determined on the basis
of the plan attributes, market data at the grant date and
assumptions concerning the probability of grantees remaining
with the Group until the shares vest. If there are no vesting
conditions attached to the share grant plan, the expense
is recognised in full when the plan is set up. Otherwise the
expense is deferred over the vesting period as and when the
vesting conditions are met.
1.4.19. Provisions
1.4.19.1. Post-employment and other long-term
employee benefits
Group companies provide their employees with various
employee benefit plans depending on local laws and practice.
Under defined contribution plans, the Group pays fixed
contributions into a fund and has no obligation to pay further
contributions if the fund does not hold sufficient assets to
pay all employee benefits relating to employee service in the
current and prior periods. Contributions to these plans are
expensed as incurred.
Under defined benefit plans, the Group’s obligation is
measured using the projected unit credit method based on
the agreements effective in each country. Under this method,
each period of service gives rise to an additional unit of benefit
entitlement and each unit is measured separately to build up
the final obligation. The final obligation is then discounted.
The actuarial assumptions used to measure the obligation
vary according to the economic conditions prevailing in the
relevant country. The obligation is measured by independent
actuaries annually for the most significant plans and for the
employment termination benefit, and regularly for all other
plans. Assumptions include expected rate of future salary
increases, estimated average working life of employees, life
expectancy and staff turnover rates.
Actuarial gains and losses arise from the effects of changes in
actuarial assumptions and experience adjustments (differences
between results based on previous actuarial assumptions and
86
what has actually occurred). All gains and losses arising on
defined benefit plans are recognised immediately in equity.
Past service cost is the increase in the obligation resulting from
the introduction of, or changes to, benefit plans. It is recognised
as an expense on a straight-line basis over the average period
until the benefits become vested, or immediately if the benefits
are already vested.
Expenses related to defined benefit plans are recognised in
operating expenses (service cost) or other financial income and
expense (interest cost and expected return on plan assets).
Curtailments, settlements and past service costs are
recognised in operating expenses or other financial income and
expense depending on their nature. The liability recognised in
the balance sheet is measured as the net present value of the
obligation, less the fair value of plan assets and unrecognised
past service cost.
1.4.19.2. Other provisions
A provision is recorded when the Group has a present
obligation (legal or constructive) as a result of a past event,
the amount of the obligation can be reliably estimated and it
is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation. Provisions are
discounted when the related adjustment is material.
In accordance with the above principle, a provision is recorded
for the cost of repairing equipment sold with a warranty.
The provision represents the estimated cost of repairs to be
performed during the warranty period, as estimated on the
basis of actual costs incurred in prior years. Each year, part
of the provision is reversed to offset the actual repair costs
recognised in expenses.
A provision for restructuring is recorded when the Group has
a constructive obligation to restructure. This is the case when
management has drawn up a detailed, formal plan and has
raised a valid expectation in those affected that it will carry
out the restructuring by announcing its main features to them
before the period-end.
Other provisions concern specifically identified liabilities and
charges.
Contingent liabilities correspond to possible obligations that
arise from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the Group’s control,
or present obligations whose settlement is not expected to
require an outflow of resources embodying economic benefits.
Contingent liabilities are not recognised in the balance sheet,
but are disclosed in the notes to the financial statements.
1.4.20. Put options granted to owners
of non-controlling interests
The Group has granted put options to the owners of
non-controlling interests in some of its subsidiaries. The
exercise price may be fixed or based on a predetermined
formula and the options may be exercised either at any time or
on a fixed future date. In accordance with IAS 32, obligations
under these puts have been recognised as financial liabilities.
Options with a fixed exercise price are measured at discounted
present value and options with a variable exercise price at
fair value.
IAS 27R, which is applicable as of 1 January 2010, sets out
the accounting treatment for acquisitions of additional equity
interests. The Group has decided to apply two different
accounting methods depending on whether the put options
were granted before or after the effective date of IAS 27R,
as recommended by France’s securities regulator (Autorité
des Marchés Financiers). Put options granted before the
effective date are accounted for using the goodwill method
and those granted after the effective date are treated as equity
transactions (i.e. transactions with owners in their capacity
as owners).
1.4.21. General definition of fair value
Fair value is the amount for which an asset could be
exchanged, or a liability settled, between knowledgeable,
willing parties in an arm’s length transaction.
1.4.22. Classification of assets and liabilities
as current and non-current
Assets that are expected to be realised in, or are intended for
sale or consumption in, the Group’s normal operating cycle
or within twelve months after the balance sheet date are
classified as current assets, together with assets that are held
primarily for the purpose of being traded and cash and cash
equivalents. All other assets are classified as “non-current”.
Liabilities that are expected to be settled in the entity’s normal
operating cycle or within twelve months after the balance sheet
date are classified as current. The Group’s normal operating
cycle is twelve months.
All deferred tax assets and liabilities are classified as
non-current assets or liabilities.
1.4.23. Total revenue
Revenue comprises net sales and other income.
Net sales include sales by the Group’s stores, self-service
restaurants and warehouses, as well as financial services,
rental services, income from the banking business and revenue
from other miscellaneous services rendered.
Other income consists of revenue from the property
development business, other revenue from rendering of
3
services, incidental revenues and revenues from secondary
activities, including fees in connection with the sales of travel
packages, fees related to franchise-activity and sub-leases
revenues.
Total revenue is measured at the fair value of the consideration
received or receivable, net of any trade discounts, volume
rebates and sales taxes. It is recognised as follows:
■
revenue from the sale of goods is recognised when the
significant risks and rewards of ownership of the goods are
transferred to the buyer (in most cases when the legal title
is transferred), the amount of the revenue can be measured
reliably and it is probable that the economic benefits of the
transaction will flow to the Group;
■
revenue from the sale of services, such as extended
warranties, services directly related to the sale of goods
and services rendered to suppliers are recognised in the
period during which they are performed. When a service
is combined with various commitments, such as volume
commitments, the Group analyses facts and legal patterns
in order to determine the appropriate timing of recognition.
Accordingly, revenue may either be recognised immediately
(the service is considered as performed) or deferred over
the period during which the service is performed or the
commitment achieved.
If payment is deferred beyond the usual credit period and is
not covered by a financing entity, the revenue is discounted
and the impact of discounting, if material, is recognised in
financial income over the deferral period.
Award credits granted to customers under loyalty programmes
are recognised as a separately identifiable component of the
initial sales transaction. The corresponding revenue is deferred
until the award credits are used by the customer.
1.4.24. Gross profit
Gross profit corresponds to the difference between net sales
and the cost of goods sold.
The cost of goods sold comprises the cost of purchases net
of discounts and commercial cooperation fees, changes in
inventory related to retail activities and logistics costs.
Commercial cooperation fees are measured based on
contracts signed with suppliers. They are billed in instalments
over the year. At each year-end, an accrual is booked for the
amount receivable or payable, corresponding to the difference
between the value of the services actually rendered to the
supplier and the sum of the instalments billed during the year.
Changes in inventory, which may be positive or negative, are
determined after taking into account any impairment losses.
Logistics costs correspond to the cost of logistics operations
managed or outsourced by the Group, comprising all
warehousing, handling and freight costs incurred after goods
3
are first received at one of the Group’s stores or warehouses.
Transport costs included in suppliers’ invoices (e.g. for goods
purchased on a “delivery duty paid” or “DDP” basis) are
included in purchase costs. Outsourced transport costs are
recognised under logistics costs.
1.4.25. Selling expenses
Selling expenses consist of point-of-sale costs, as well as
the cost of property development work and changes in work
in progress.
1.4.26. General and administrative expenses
General and administrative expenses correspond to overheads
and the cost of corporate units, including the purchasing and
procurement, sales and marketing, IT and finance functions.
1.4.27. Pre-opening and post-closure costs
When they do not meet the criteria for capitalisation, costs
incurred prior to the opening or after the closure of a store are
recognised in operating expense when incurred.
1.4.28. Other operating income and expense
Other operating income and expense covers two types of item.
■
■
first, the effects of major events occurring during the
period that would distort analyses of the Group’s recurring
profitability. They are defined as significant items of income
and expense that are limited in number, unusual or abnormal,
whose occurrence is rare;
second, items which by their nature are not included in
an assessment of a business unit’s recurring operating
performance, such as impairment losses on non-current
assets, disposals of non-current assets and the impact of
applying IFRS 3R and IAS 27R (see note 1.4.2).
1.4.30. Other financial income and expense
This item corresponds to financial income and expense that
is not generated by net debt.
It consists mainly of dividends from non-consolidated
companies, gains and losses arising from remeasurement at fair
value of financial assets other than cash and cash equivalents
and of derivatives not qualifying for hedge accounting, gains
and losses on disposal of financial assets other than cash
and cash equivalents, discounting adjustments (including to
provisions for pensions and other post-employment benefit
obligations) and exchange gains and losses on items other
than components of net debt.
Cash discounts are recognised in financial income for the
portion corresponding to the normal market interest rate and
as a deduction from cost of goods sold for the balance.
1.4.31. Income tax expense
Income tax expense corresponds to the sum of the current
taxes due by the various Group companies and changes in
deferred taxes.
Qualifying French subsidiaries are generally members of a tax
group and file a consolidated tax return.
Current tax expenses reported in the income statement
correspond to the tax expenses of the parent companies of
the tax groups and companies that are not members of a
tax group.
Deferred tax assets correspond to future tax benefits arising
from deductible temporary differences, tax loss carryforwards
and certain consolidation adjustments that are expected to
be recoverable.
Deferred tax liabilities are recognised in full for:
■
taxable temporary differences, except where the deferred
tax liability results from recognition of a non-deductible
impairment loss on goodwill or from initial recognition of
an asset or liability in a transaction which is not a business
combination and, at the time of the transaction, affects
neither accounting profit nor taxable profit or the tax loss; and
■
taxable temporary differences related to investments in
subsidiaries, associates and joint ventures, except when the
Group controls the timing of the reversal of the difference and
it is probable that it will not reverse in the foreseeable future.
1.4.29. Finance costs, net
Finance costs, net correspond to all income and expenses
generated by net debt during the period, including gains and
losses on sales of cash equivalents, interest rate and currency
hedging gains and losses, as well as interest charges related
to finance leases.
Net debt corresponds to borrowings and financial liabilities
including any associated hedges with a negative fair value,
less (i) cash and cash equivalents, (ii) financial assets held for
treasury management purposes and other similar investments,
(iii) hedges of debt with a positive fair value and (iv) financial
assets arising from a significant disposal of non-current assets.
88
Deferred taxes are recognised according to the balance sheet
method and, in accordance with IAS 12, are not discounted.
They are calculated by the liability method, which consists of
adjusting deferred taxes recognised in prior periods for the
effect of any enacted changes in the income tax rate.
Since 1 January 2010, the taxe professionnelle business tax
has been replaced with two new levies which are different
in nature:
■
■
the Cotisation Foncière des Entreprises (CFE), which is
based on the property rental values previously used to
calculate the taxe professionnelle. This is very similar to the
taxe professionnelle and is therefore treated as an operating
expense;
the Cotisation sur la Valeur Ajoutée des Entreprises (C.V.A.E),
which is based on the value added reported in the parent
company financial statements. The CVAE is considered to
meet the definition of a tax on income as defined in IAS 12
and is therefore treated as income tax.
1.4.32. Earnings per share
Basic earnings per share are calculated based on the
weighted average number of shares outstanding during the
period, excluding shares issued in payment of dividends and
treasury shares. Diluted earnings per share are calculated by
the treasury stock method, as follows:
■
numerator: earnings for the period are adjusted for interest
on convertible bonds and dividends on deeply subordinated
perpetual bonds;
■
denominator: the number of shares is adjusted to include
potential shares corresponding to dilutive instruments (equity
warrants, stock options and share grants), less the number
of shares that could be bought back at market price with
the proceeds from the exercise of the dilutive instruments.
The market price used for the calculation corresponds to
the average share price for the year.
Equity instruments that will or may be settled in Casino,
Guichard-Perrachon shares are included in the calculation
only when their settlement would have a dilutive impact on
earnings per share.
3
1.4.33. Segment information
As required by IFRS 8 – Operating Segments, segment
information is disclosed on the same basis as the Group’s
internal reporting system as used by the chief operating
decision maker in deciding how to allocate resources and in
assessing performance.
The segment information presented in note 4 comprises six
reportable segments split between France (Casino France,
Monoprix and Franprix-Leader Price) and International (Latin
America, Asia and Other Businesses). Casino France, Latin
America and Asia all cover several operating segments.
Casino France includes all the French retail businesses,
regardless of format (hypermarket, supermarket, convenience)
or operating method (owned or franchised), other than
Franprix-Leader Price and Monoprix, which are separate
reportable segments. It also includes ancillary or related
activities such as real estate, e-commerce, financial services
and foodservice. The operating segments included in Latin
America (Colombia, Uruguay, Argentina and Brazil) and Asia
(Thailand and Vietnam) have similar businesses in terms
of product type (food and non-food), assets and human
resources required for operations, customer profile, distribution
methods (direct, online, marketing offer) and long-term financial
performance.
Management evaluates the performance of these segments
on the basis of sales and trading profit. Total assets and
liabilities by segment are not specifically reported internally
for management purposes and are therefore not disclosed
in the Group’s IFRS 8 segment reporting.
Segment information is provided on the same basis as the
3
Note 2. Significant events of the period
2.1. Changes in the scope of consolidation
The main changes in the scope of consolidation during 2011 were as follows:
Newly-consolidated and deconsolidated companies
Company
Country
Carrefour Thailand operations (1)
Retailing
Thailand
Acquisition of controlling interest
FC
Franprix-Leader Price sub-group (2)
Retailing
France
FC
Distribution Casino France sub-group (3)
Retailing
France
FC
Real estate
France
FC
Financial services
France
Acquisition/loss of control
PC
Real Estate sub-group
(4)
Banque du Groupe Casino (5)
Operation
Consolidation
method
Business
(1) See note 3.2.
(2) See note 3.3.
(3) Acquisition of hypermarkets and supermarkets from the Deprez and JEKK groups for €24 million and €18 million respectively, giving rise to €14 million and
€18 million of goodwill respectively.
(4) Acquisition of a hypermarket from the Bazeilles group for €27 million, giving rise to €3 million of goodwill.
(5) See note 3.4.
Changes in percentage interest with no change of consolidation method
Company
Cdiscount (1)
Business
Country
Change in
percentage interest
Consolidation
method
e-commerce
France
+16.59%
FC
GPA (2)
Retailing
Brazil
+6.43%
PC
Disco/Devoto
Retailing
Uruguay
(3)
PC/FC
Real estate
France
-0.73%
FC
Mercialys
(1) See note 3.1.
(2) Corresponding to the acquisition of a 6.5% interest in GPA (see note 2.2) after the combined impact of (i) the preferred shares granted as consideration for the
tax saving arising on the goodwill amortisation recorded in GPA’s accounts, which increased Casino’s interest in GPA by 0.07%, and (ii) a 0.1% dilutive effect
resulting from the exercise of GPA stock options.
(3) See note 3.5. The Group’s percentage interest in Disco and Devoto after the transaction was 34.23% and 52.88% respectively.
A list of main consolidated companies is provided in note 37.
2.2. Other significant events
Dispute with the Baud family
On 4 February 2011, the arbitration board delivered its final
ruling in the dispute between Casino and the Baud family over
Franprix and Leader Price dividends and late payment interest.
The board rejected the Baud family’s claims for payment of
Franprix and Leader Price dividends for 2006 and 2007 and
additional compensation for their international tax position,
due to accounting errors and irregularities in their financial
statements. Following the Board’s decision, Casino paid out
an aggregate €34 million in first-half 2011 corresponding to
dividends for 2008 (€28 million) and additional consideration
for the Franprix and Leader Price shares previously acquired
by Casino (€6 million). All of the consequences of this ruling
were reflected in the 2010 consolidated financial statements
except for the payment made during first-half 2011.
90
As regards the dispute over the organisation and operation
of Geimex, a company owned jointly and equally by Casino
and the Baud family that owns the international rights to
the Leader Price brand, an acting director appointed by the
Paris commercial court has been managing the company
since May 2008. The disputes between the two shareholders
mainly involve Casino’s disposal of Leader Price Polska in 2006
and the Baud family’s Swiss activities. An arbitration ruling in
relation to these disputes was handed down on 23 December
2011, but the commercial and criminal cases are still pending.
In its ruling of 23 December 2011, the arbitration board
held that Casino’s failure to notify the Baud family, which it
acknowledged was in no way intentional, had caused the
Baud family to sustain a €7 million opportunity loss. Casino
was ordered to pay this sum to the Baud family less the
amount of €1 million to be paid by the Baud family to Casino
in reimbursement of arbitration costs. The €(7) million was
recorded in “Discontinued operations” and the €1 million
reimbursement in “Other operating income”.
Financing transactions in 2011
On 18 May 2011, the Group issued €850 million in new
10-year, 4.726% bonds under its EMTN programme. A portion
of these bonds was exchanged for €300 million worth of
existing bonds originally maturing in February 2012, April 2013
and April 2014, paying annual interest of 6.00%, 6.375% and
4.875% respectively. The remaining bonds enabled the Group
to raise €530 million in additional funds.
The accounting treatment for this operation is described in
note 28.1.
On 31 August 2011, the Group obtained a US$900 million
(about €630 million) credit facility from a pool of 9 international
banks. Drawdowns on the facility totalled €232 million at
31 December 2011.
On 27 September 2011, the Group issued €600 million in new
4½-year (due 2016), 4.47% bonds under its EMTN programme.
During the year, the Group repaid €595 million of bonds and
bank loans (see note 28.1).
Acquisition of an additional interest in GPA
On 31 March 2011, GPA’s shareholders approved the issue to
Casino of 1.4 million preferred shares at a price of BRL 62.43
per share, representing a total of BRL 85 million (€36 million).
The issue – which was carried out as consideration for the tax
saving arising on the amortisation of a portion of the acquisition
goodwill relating to GPA – was finalised in May after GPA’s
shareholders exercised their pre-emptive rights. As part of
the operation, Casino received 626,360 GPA shares – which
raised its interest in the company to 33.8% – as well as
BRL 45 million in cash. This transaction generated a gain
of €22 million recognised under “Other operating income”.
In June 2011, the Group acquired a further nine million GPA
preferred shares (corresponding to 3.4% of the share capital)
for US$382 million (€263 million), increasing its interest in
GPA to 37.1%.
3
As GPA’s holding company Wilkes is jointly controlled pursuant
to agreements with the Diniz family and a shareholders’
agreement, GPA is still proportionately consolidated by Casino.
The GPA group
As from end-May 2011, articles began to emerge in the
shareholder of Carrefour. Such a merger would constitute a
breach of the shareholder agreements signed in 2006 between
the Diniz family and Casino relating to their jointly-controlled
company Wilkes.
Consequently, on 30 May and 1 July 2011, Casino filed two
requests for arbitration with the International Chamber of
Commerce against the Diniz group stating that any project
involving GPA’s future must take place in strict compliance with
the shareholders’ agreement entered into on 27 November
2006 concerning their jointly-controlled company Wilkes, which
is GPA’s holding company. The two arbitration proceedings
have been joined.
unanimously agreed, with the exception of Abilio Diniz who
These events did not result in any changes in GPA’s control,
which continues to be exercised by Wilkes in accordance
with the Wilkes and GPA shareholders’ agreements signed
on 27 November 2006 and 20 December 2006 respectively
(see note 1.1.2).
In early July, an additional 15.8 million GPA preferred shares
(corresponding to 6.1% of the share capital) were purchased
for US$792 million (€547 million), increasing the Group’s
interest in GPA to 43.2%.
The costs incurred by the Group in defending its Brazilian
interests were accounted for as “Other operating expenses”.
Transaction costs amounted to US$7 million (€5 million).
On 20 October 2011, Big C Thailand, a Casino subsidiary,
announced a planned rights issue of THB25 billion maximum
(about €595 million).
At the end of December 2011, the Group sold 7.8 million
GPA shares (corresponding to 3.0% of the share capital) for
US$274 million (€212 million), reducing its interest in GPA
to 40.1%. This transaction generated a gain of €37 million
recognised under “Other operating income”.
Big C Thailand rights issue
However, it was forced to postpone its plans as a result of the
severe flooding in Thailand (see note 33) and its consequences
on the country.
The 40.1% interest includes the dilutive impact of stock options
exercised during the period.
3
Note 3. Business combinations
3.1. Acquisition of the Charle brothers’
stake in Cdiscount
On 6 January 2011, the Casino Group acquired the residual
16.56% interest in Cdiscount held by the Charle brothers,
raising its interest in the company to 99.57%. In accordance
with IAS 27, this purchase has been accounted for as a
transaction between owners, therefore reducing “Equity
attributable to owners of the parent” by €30 million.
3.2. Acquisition of Carrefour’s operations
in Thailand
Following the agreement signed with Carrefour
in November 2010, Casino’s subsidiary Big C Thailand
acquired Carrefour’s Thai operations on 7 January 2011. The
acquisition – comprising a portfolio of 42 stores, including 34
hypermarkets, as well as 37 shopping centres – has broadened
Big C Thailand’s local geographic footprint, particularly in the
Bangkok region. It has also extended the company’s customer
base and enabled it to leverage synergies by applying its
business model to the newly-acquired Carrefour operations.
The transaction involved the acquisition of the entire share
capital of CenCar Limited, Nava Nakarintr Limited and SSCP
(Thailand) Limited for an aggregate THB34 billion (€851 million).
The acquisition price was increased by €6 million under a
contingent consideration arrangement based on the final
financial statements of the acquired entities at 31 December
2010. Casino also agreed to settle the THB5.9 billion
(€151 million) worth of debt owed by Nava Nakarintr Limited
and SSCP (Thailand) Limited.
T h e a c q u i s i t i o n w a s f i n a n c e d t h ro u g h a o n e - y e a r
THB38.5 billion loan (€981 million) with an option to extend
for a further six months. This option was exercised and the
loan now matures in July 2012.
Between 7 January and 31 December 2011, Carrefour
Thailand contributed €725 million and €98 million to Casino’s
consolidated net sales and profit before tax respectively. In
view of the acquisition date, this contribution would not have
been materially different if the Group had acquired Carrefour
Thailand’s operations on 1 January 2011.
The costs directly related to the acquisition came to €19 million,
of which €10 million were expensed in 2010 and recognised
under “Other operating expenses”.
Fair value of identifiable assets and liabilities
The acquisition-date fair value of the identifiable assets and
liabilities of Carrefour’s Thai operations, as recorded in Big C
Thailand’s financial statements and determined on a provisional
basis by independent valuers, may be analysed as follows:
Acquisition-date
carrying amount
Fair value
adjustments
Fair value at
7 January 2011
Non-current assets
299
93
392
Deferred tax assets
5
6
11
50
-
50
Trade receivables
9
-
9
8
-
8
€ millions
Inventories
75
-
75
446
99
545
1
1
2
116
-
116
43
-
43
-
32
32
TOTAL LIABILITIES
159
34
193
TOTAL ASSETS
Provisions
Trade payables
Other current liabilities
Net identifiable assets and liabilities
(A)
353
Fair value of the consideration transferred for
the controlling interest in Carrefour Thailand
(B)
1,024
• Acquisition cost
851
• Contingent consideration
6
• Currency hedges related to the acquisition cost
16
• Settlement of debt
GOODWILL AT 7 JANUARY 2011 EXCHANGE RATE
92
151
(B-A)
672
The main fair value adjustment concerns property assets
(€93 million) based on an independent valuer’s report. The
deferred tax liability related to this adjustment is €32 million.
The goodwill is mainly attributable to expected synergies
with Big C Thailand and has therefore been allocated to the
Thailand CGU.
3.3. Franprix-Leader Price sub-group
On 1 February 2011, Franprix-Leader Price acquired full
control of three French sub-groups in which it already owned
a non-controlling interest – Sarjel, Pro Distribution and Distri
Sud-Ouest.
The controlling interests in Sarjel and Pro Distribution were
acquired through the purchase of an additional 11% stake
in the two entities, which raised Franprix-Leader Price’s
ownership interest to 60%. The non-controlling shareholders
have a put option on their interests, exercisable in 2022 and
2017 respectively, which has been recognised as a financial
liability in an amount of €35 million. The interest acquired in
Distri Sud-Ouest resulted from the seller exercising a put option
on 50.9% of the company for €95 million, which raised the
Group’s interest to 100%.
These three entities – which were previously accounted for by
the equity method – have been fully consolidated since their
acquisition dates. Altogether, the transactions represented
the acquisition of 285 Franprix and Leader Price stores,
resulting in the recognition of €552 million in goodwill and a
€46 million net gain arising on the revaluation of the Group’s
previously-held interest (see note 6).
On 8 September 2011, the Group sold its controlling interest in
Distri Sud-Ouest in line with its expansion strategy and policy
of building partnerships with Franprix-Leader Price franchisees.
This gave rise to an expense of €2 million recognised under
“Other operating expenses”.
Between 1 February and 31 December 2011, Sarjel and
Pro Distribution together contributed €419 million and
€6 million to Casino’s consolidated sales and profit before
tax respectively. Between 1 February and 31 August 2011,
Distri Sud-Ouest contributed €361 million and €2 million to
Casino’s consolidated sales and profit before tax respectively.
3.4. Finalisation of partnership agreement
between Casino and Group Crédit
Mutuel-CIC
3
The Group obtained a controlling interest in BGC on 7 July
2011 when the related agreements came into force and
following the exercise by Casino of the call option it held over
the 40% stake in BGC owned by LaSer Cofinoga. On the
same date Casino sold 50% of its interest in BGC to Crédit
Mutuel-CIC. Prior to the completion of this transaction, BGC
sold to LaSer Cofinoga a portfolio of troubled loans at its
carrying amount of €132 million.
Since the operation – which was approved by regulatory
authorities on 4 July 2011 – BGC has been jointly owned and
controlled by Casino and Crédit Mutuel-CIC on a 50/50 basis.
The transaction gave rise to €16 million of goodwill and a
€8 million gain recognised in “Other operating income”.
3.5. Sale to Exito of Casino, GuichardPerrachon’s interests in Disco and
Devoto
On 29 June 2011, Exito signed an agreement to purchase
Casino’s interests in two Uruguayan subsidiaries – jointly-owned
Disco and wholly-owned Devoto – for a total consideration
of US$746 million (€548 million). On 27 September 2011,
pursuant to this transaction, Exito issued COP 2,500 billion
(US$1.4 billion or €1 billion) in new shares. The Group took
up its share of the offering, thereby maintaining its controlling
interest in the company.
The transaction had a negative impact of €44 million on equity
attributable to owners of the parent and a positive impact of
€426 million on equity attributable to non-controlling interests.
3.6. Acquisition of Nova Casa Bahia in 2010
On 9 November 2010, GPA’s subsidiary Globex Utilidades S.A.
acquired a controlling interest in Nova Casa Bahia SA (“NCB”),
a company that holds the operating assets of the retail
businesses of Casa Bahia Comercial Ltda (“Casas Bahia”),
Brazil’s leading non-food retailer. The fair values of NCB’s
assets and liabilities have now been measured and the final
adjustments are shown below.
Determination of the purchase price
As Globex is listed on the Bovespa (São Paulo stock
exchange), the fair value of the shares issued by Globex
in consideration for the acquisition (the “consideration
transferred”) was determined on the basis of Globex’s share
price on the acquisition date.
On 27 July 2010, Casino announced that it had formed a
long-term partnership with Groupe Crédit Mutuel-CIC to
develop financial products and services in France through its
Banque Groupe Casino subsidiary (“BGC”).
3
€ millions
9 November 2010
Number of Globex shares held by GPA (98.77%)
168,927,975
Share price of BRL 15 at 9 November 2010 (in euros)
6.34
Market value (Bovespa) of the interest in Globex (98.77%)
1,071
Fair value of the Globex interest transferred (47%)
504
Mandatory fixed dividends payable to the shareholders of Bartira
3
Other items received/paid to owners of Casas Bahia, included in the consideration transferred
• Additional compensation payments, net of taxes
• Call option on Bartira, net of taxes and duties
• Value of non-controlling interests in assets received (Bartira option)
FAIR VALUE OF THE CONSIDERATION TRANSFERRED
(5)
40
(85)
40
503
Determination of the fair value of the non-controlling interests
The acquisition-date fair value of the non-controlling interests was measured as follows:
€ millions
Fair value of NCB’s identifiable assets and liabilities
Non-controlling interests
VALUE OF NON-CONTROLLING INTERESTS BASED ON THE PARTIAL GOODWILL METHOD
9 November 2010
1,242
47.56%
591
Fair value of identifiable assets and liabilities
The acquisition-date fair values of NCB’s identifiable assets and liabilities in Globex’s financial statements, as determined by
an independent accounting firm, are summarised below.
€ millions
Intangible assets
Non-current financial assets
Deferred tax assets
Inventories
Trade receivables
Other assets
TOTAL ASSETS
Borrowings
Provisions
Other liabilities
Finance payables (credit business)
Fair value at
9 November 2010
1,095
293
62
575
1,023
416
27
3,492
37
14
1,306
572
321
TOTAL LIABILITIES
2,250
Net identifiable assets and liabilities (A)
1,242
Fair value of consideration transferred for controlling interest in NCB (B)
503
Value of non-controlling interests based on the partial goodwill method (C)
591
NEGATIVE GOODWILL (A-B-C)
149
Share of negative goodwill recognised in the Group’s financial statements
under Other operating income (see note 6)
94
51
The fair value adjustments were recognition of the “Casas
Bahia” brand (€683 million), lease premiums (€170 million),
advantageous arrangements related to the contracts with the
Klein family (€108 million), the vehicle fleet (€39 million), the
sourcing contract with Bartira (€94 million) and the interest
in Bartira (€37 million). The deferred tax liability associated
with these adjustments amounted to €384 million. Bartira is
a furniture supplier 75%-owned by the Klein family. NCB and
the Klein family have signed a sourcing contract with Bartira
as well as a shareholders’ pact that includes put and call
3
options exercisable in 18 months. Bartira is proportionately
consolidated by GPA.
The provisional allocation of the consideration transferred gave
rise to negative goodwill of €201 million at 31 December 2010.
This amount has been reduced to €149 million following an
adjustment to the method of valuing Bartira’s intangible assets,
a fair value adjustment to the vehicle fleet and an adjustment
to the contingent consideration. The fair value measurement
period ended on 8 November 2011.
The difference between the final allocation of the consideration transferred and the provisional allocation published at
31 December 2010 breaks down as follows (in € millions):
Provisional negative goodwill at 9 November 2010
201
Finalisation of consideration transferred:
(57)
• Bartira call option, net of taxes
(2)
(16)
• Additional compensation payments, net of taxes (4)
(40)
Final fair value adjustments to identified intangible and tangible fixed assets:
• Bartira sourcing contract (2)
14
34
• Interest in Bartira (2)
(21)
• Vehicle fleet (3)
39
• Other (1)
(12)
• Tax impact on changes in fair values of intangible and tangible fixed assets
(13)
• Impact of non-controlling interests on changes in intangible and tangible fixed assets
(12)
Other
(9)
FINAL NEGATIVE GOODWILL AT 9 NOVEMBER 2010
149
Share of negative goodwill recognised in the Group’s financial statements under Other
operating income (see note 6)
51
(1) Adjustment to NCB’s unrecoverable assets.
(2) Value of intangible assets comprised of the Bartira sourcing contract, the call option and the interest in Bartira held by NCB measured on the basis of forecast
margins and discounted cash flows.
(3) Fair value of vehicle fleet.
(4) Globex expenses relating to periods prior to the business combination that must be repaid to the Klein family in proportion to their interest, in accordance with the
asset and liability warranty regarding Globex entered into by GPA and the Klein family.
Negative goodwill reflects the excess over cost of the fair value
of the Casas Bahia brand and lease premiums as well as the
recognition of advantageous arrangements and other contracts
agreed between NCB and the Klein family at the acquisition
date. For Casas Bahia, the seller, the negative goodwill is mainly
justified by the expected substantial synergies between NCB
and GPA. Their partnership will give NCB access to cheaper
sources of financing and enable it to generate synergies in
areas such as sales and marketing, logistics and overheads.
3
Note 4. Segment Information
4.1. Key indicators by operating segment
France
€ millions
Casino
France
External sales
12,365
458
Trading profit (1)
International
Monoprix
Latin
America
1,973
4,410
11,826
128
164
565
Asia
Other
Businesses,
International
2011
2,895
892
34,361
212
22
1,548
(1) In accordance with IFRS 8 – Operating Segments, segment information is presented on the basis of the Group’s internal reporting structure. In particular, holding
company expenses are allocated among all of the Group’s business units.
France
€ millions
Casino
France
External sales
12,016
463
Trading profit (1)
International
Monoprix
Latin
America
1,914
4,026
8,245
139
167
372
Asia
Other
Businesses,
International
2010
2,009
868
29,078
121
38
1,300
(1) In accordance with IFRS 8 – Operating Segments, segment information is presented on the basis of the Group’s internal reporting structure. In particular, holding
company expenses are allocated among all of the Group’s business units.
4.2. Non-current assets by geographical segment
Non-current assets (1)
France
Latin America
Asia
Other
Businesses,
International
31 December 2011
9,685
5,875
1,968
320
17,848
At 31 December 2010 adjusted
9,140
5,254
900
317
15,611
€ millions
Total
(1) Non-current assets include goodwill, intangible assets, property, plant & equipment, investment property, investments in associates and long-term deferred charges.
Note 5. Trading profit
5.1. Total revenue
€ millions
Net sales
Other income
TOTAL REVENUE
2011
2010
34,361
29,078
375
411
34,736
29,490
2011 sales were boosted by the Nova Casa Bahia and Carrefour Thailand acquisitions as well as Casino’s increased interest
in GPA (see notes 2.2, 3.2 and 3.6).
The €36 million fall in other income compared with 2010 was due mainly to the effects of property development asset disposals
in Poland in 2010 for €(52) million, partially offset by the proceeds from the sale of assets related to the photovoltaic energy
business for €20 million.
96
3
5.2. Cost of goods sold
€ millions
Purchases and change in inventories
Logistics costs
2011
2010
(24,097)
(20,643)
(1,310)
(1,110)
(25,407)
(21,753)
General and
administrative
expenses
2011
COST OF GOODS SOLD
5.3. Expenses by nature and function
€ millions
Logistics
costs(1)
Selling
expenses
Employee benefits expense
(522)
(2,879)
(770)
(4,172)
Other expenses
(746)
(2,933)
(501)
(4,180)
(41)
(576)
(122)
(739)
(1,310)
(6,388)
(1,393)
(9,090)
Selling
expenses
General and
administrative
expenses
2010
TOTAL
(1) Logistics costs are reported in the income statement under “Cost of goods sold”.
€ millions
Logistics
costs(1)
(385)
(2,384)
(633)
(3,401)
Other expenses
(691)
(2,412)
(389)
(3,492)
(34)
(528)
(91)
(653)
(1,110)
(5,324)
(1,112)
(7,546)
2011
2010
TOTAL
(1) Logistics costs are reported in the income statement under “Cost of goods sold”.
5.3.1. Employees
Employees at 31 December (number of employees)
Number of employees at 31 December
223,050
187,735
Full-time equivalents
207,498
176,717
Employees of associates are not included in these figures.
Employees of joint ventures are included proportionally to the
Group’s percentage interest.
The amount of future operating lease payments and minimum
lease payments to be received under non-cancellable
sub-leases are disclosed in note 32.3.2.
5.3.2. Finance and operating lease expense
Finance lease liabilities
Operating leases
Conditional rental payments related to finance leases included
in the income statement amounted to €2 million in 2011 and
€1 million in 2010.
Operating lease payments amounted to €697 million at
31 December 2011 (including €627 million for property assets)
and €587 million at 31 December 2010 (including €527 million
for property assets).
The amount of future finance lease payments and minimum
lease payments to be received under non-cancellable
sub-leases are disclosed in note 32.3.1.
5.4. Depreciation and amortisation
€ millions
2011
2010
Depreciation and amortisation expense – owned assets
(694)
(616)
(45)
(38)
(739)
(653)
Depreciation expense – finance leases
DEPRECIATION AND AMORTISATION EXPENSE
3
Note 6. Other Operating Income and Expense
2011
€ millions
2010 adjusted
Total other operating income
269
404
Total other operating expense
(426)
(405)
(157)
(2)
130
323
BREAKDOWN BY TYPE
Gains and losses on disposal of non-current assets
Gain on disposal of Venezuelan operations
(1)
Gain on property development operations (2)
Gain on disposal of OPCI property mutual fund disposals
(3)
Gain on disposal of GPA shares (4)
-
186
69
104
24
-
37
-
-
24
(286)
(324)
Restructuring provisions and expense (6)
(107)
(134)
Gain on disposals in the Franprix-Leader Price sub-group (5)
Impairment losses
(11)
(23)
(97)
Provisions for litigation and risks (7)
(19)
(112)
Thailand and Brazil integration costs
(48)
-
Colombian equity tax (Colombia)
(8)
Net gains on acquisitions and disposals (9)
Negative goodwill (10)
Other
TOTAL OTHER OPERATING INCOME AND EXPENSE, NET
(68)
-
1
-
-
51
(23)
(33)
(157)
(2)
(1)
(2)
At 31 December 2010, net of costs gain on the Group’s sale of its subsidiary Cativen to the Venezuelan authorities.
Arising from the Mercialys group’s disposal of 16 assets considered to be sufficiently mature, representing 12% of its portfolio, and the disposal of other
non-operating assets held by other group real estate companies. In 2010, the gain was due to the disposal of 45 mature assets and other non-operating assets
held by other group real estate companies.
(3) The Group sold the bulk of its interests in property mutual funds AEW Immocommercial, SPF1 and Vivéris to a related party for the sum of €83 million, giving rise
to a €24 million gain (see notes 17.1 and 19.1).
(4) See note 2.2.
(5) The €14 million gain recorded under this item in 2010 related mainly to a partnership agreement signed between RLPI – a subsidiary of the Franprix-Leader Price
sub-group – and Nougein SA, for the purpose of creating a new company called Leader Centre Gestion (“LCG”) to which both RLPI and Nougein SA contributed
assets. The impact of the transaction included the gain on the interest sold as well as the revaluation of the ownership interest retained.
(6) The restructuring charge in 2011 mainly concerned Casino France and Franprix-Leader Price (€46 million each). In 2010, it mainly concerned Casino France
(€84 million), Franprix-Leader Price (€14 million) and Latin America (€18 million).
(7) Corresponds mainly to fiscal risks and disputes in the Group’s various entities.
(8) As of 1 January 2011, the Group’s Colombian subsidiary Exito is liable to a tax determined on the basis of its net equity, payable in eight half-yearly instalments. A
liability has therefore been recognised corresponding to the net present value of the payments due over the next four years.
(9) Mainly due to the revaluation of previously-held interests upon Franprix-Leader Price’s acquisition of controlling interests in February 2011 (see note 3.3), offset by
transaction costs and other expenses.
(10) See note 3.6.
(11) Breakdown of impairment losses:
Notes
2011
2010
Goodwill impairment losses
12.2
(3)
-
Impairment reversals/(losses) on intangible assets
13.2
2
(4)
Impairment reversals/(losses) on property, plant and equipment
14.2
4
(7)
€ millions
Impairment reversals/(losses) on financial assets
TOTAL IMPAIRMENT LOSSES, NET
(1)
(26)
(85)
(23)
(97)
(1) In 2011, mainly includes impairment of receivables and inventories. In 2010, mainly includes €69 million in impairment of receivables and accrued income arising
from accounting errors made by a subsidiary in prior years.
98
3
Note 7. Financial income and expense
7.1. Finance costs, net
€ millions
Gains and losses on sales of cash equivalents
Revenue from cash and cash equivalents
Income from cash and cash equivalents
Interest expense on borrowings after hedging
Interest expense on finance lease liabilities
2011
2010
1
1
83
38
84
39
(550)
(379)
(7)
(6)
Finance costs
(556)
(384)
TOTAL FINANCE COSTS, NET
(472)
(345)
2011
2010
3
2
Exchange gains (other than on borrowings)
56
28
Discounting and discounting reversal adjustments
23
5
7.2. Other financial income and expense
€ millions
Investment income
Gains from remeasurement at fair value of derivative instruments
not qualifying for hedge accounting (1)
104
4
75
45
Total other financial income
260
85
Exchange losses (other than on borrowings)
(66)
(23)
Discounting and discounting reversal adjustments
(20)
(13)
Losses from remeasurement at fair value of derivative instruments
not qualifying for hedge accounting
(18)
(1)
Other financial expense
Total other financial expense
TOTAL OTHER FINANCIAL INCOME AND EXPENSE, NET
(88)
(65)
(192)
(102)
68
(17)
(1) Mainly comprises €87 million in fair value changes of swaps, following the disqualification of swaps relating to the 2017 and 2021 bond issues, as of the
disqualification date. The fair value of the swaps was fixed on that date and the revaluation component of the financial liability (in respect of the fair value hedge)
will be amortised over the residual life of the 2017 and 2021 bonds. The fair value changes were recognised through profit or loss, as required by IAS 39.
During the year, the Mejia swaption and the euro component of the Suramericana TSR were unwound, giving rise to an €11 million gain. At 31 December 2011,
the TRS only covered 2.2% of Exito’s share capital and had a positive value of €6 million.
In December 2011, Casino entered into a Total Return Swap
(TRS) with a financial institution covering 7,891,800 American
Depositary Receipts (ADRs) representing 3% of GPA’s share
capital, making a notional amount of €215 million. The TRS has
a maturity of 2.5 years and pays interest at 3-month Euribor
+ 400 bp. The TRS will be settled in cash and the Group has
no option to purchase the securities. The TRS is a derivative
instrument measured at fair value through profit or loss. Its
fair value at 31 December 2011 was zero.
3
Note 8. Income tax (expense)/benefit
8.1. Income tax expense
8.1.1. Analysis of income tax expense
€ millions
2011
2010
Current taxes
(198)
(174)
(82)
(97)
(116)
(76)
France
International
Other taxes (CVAE)
(67)
(59)
France
(65)
(57)
International
(2)
(2)
Deferred taxes
38
19
France
35
12
International
2
7
TOTAL INCOME TAX EXPENSE
(228)
(214)
France
(112)
(143)
International
(116)
(71)
Income tax expense increased by €14 million in 2011 to €228 million.
8.1.2. Reconciliation of theoretical and actual tax expense
For 2011 and 2010, the reconciliation of the Group’s effective tax rate is based on the standard French tax rate of 34.43%,
as follows:
2011
2010 adjusted
987
936
34.43%
34.43%
(340)
(322)
Impact of tax rate differences
35
17
Theoretical impact of zero-rated temporary differences (see note 8.1.3)
47
100
6
4
• Investment tax credit for France and International
15
18
• Recognition and write-off of losses
33
(2)
-
-
• Tax credits available for corporate philanthropy and apprenticeship contracts
8
5
• Change of tax rates in France and Thailand
9
-
(44)
(35)
€ millions
Profit before tax and share of profits of associates
Standard French tax rate
Income tax at the standard French tax rate
• Tax credit on deduction of notional interest charges
• Reversal of provision for taxes
• CVAE net of income tax
• Other
3
2
ACTUAL INCOME TAX EXPENSE
(228)
(214)
Effective tax rate paid by the Group
23.11%
22.83%
France’s 2011 amended Finance Act introduced a surtax on
French companies with revenues of more than €250 million.
The surtax is equal to 5% of the corporate income tax due and
100
is payable in 2011 and 2012. This measure added €3 million
to the Group’s tax expense for the period.
3
8.1.3. Main zero-rated temporary differences
2011
2010 adjusted
Unrecognised deferred tax assets on tax losses available for carry forward
(38)
(7)
Mercialys tax-exempt profit
107
94
Stock options
(17)
(19)
19
7
139
205
-
51
€ millions
Brazil and Colombia dilution
Non-taxable disposals
Non-taxable negative goodwill
Non-deductible equity tax (Colombia)
Other
TOTAL
Standard French tax rate
TAX EFFECT OF ZERO-RATED TEMPORARY DIFFERENCES
AT STANDARD FRENCH TAX RATE
(71)
-
(3)
(41)
136
289
34.43%
34.43%
47
100
8.2. Deferred taxes
8.2.1. Change in deferred tax assets
2011
2010 adjusted
At 1 January
119
140
Benefit (expense) for the period on continuing operations
300
83
€ millions
Benefit (expense) for the period on discontinued operations
-
-
(38)
(100)
(3)
(4)
-
-
377
119
2011
2010
At 1 January
444
369
Expense (benefit) for the period
262
64
(8)
10
Impact of changes in exchange rates and scope of consolidation, reclassifications
Deferred tax assets recognised directly in equity
Reclassification of non-current assets held for sale
AT 31 DECEMBER
8.2.2. Change in deferred tax liabilities
€ millions
Impact of changes in exchange rates and scope of consolidation, reclassifications
Deferred tax liabilities recognised directly in equity
AT 31 DECEMBER
-
-
697
444
3
8.2.3. Breakdown of deferred tax assets and liabilities by source
Net
€ millions
2011
2010 adjusted
Intangible assets
(298)
(275)
(313)
(322)
(68)
(87)
Inventories
44
42
Financial instruments
33
(7)
Other assets
(7)
63
Provisions
89
99
(160)
(145)
96
82
11
23
of which finance leases
Untaxed provisions
Other liabilities
of which finance lease liabilities
Tax loss carryforwards
NET DEFERRED TAX ASSETS (LIABILITIES)
Deferred tax assets recognised in the balance sheet
Deferred tax liabilities recognised in the balance sheet
NET
In 2011, the Casino, Guichard-Perrachon group tax relief
agreement resulted in a tax saving of €124 million compared
with €117 million in 2010.
Recognised tax loss carryforwards mainly concern GPA and
Franprix-Leader Price. The corresponding deferred tax assets
have been recognised in the balance sheet as their utilisation
is considered probable in view of the forecast future taxable
197
140
(320)
(324)
377
119
697
444
(320)
(324)
profits of the companies concerned and their tax planning
strategies.
At 31 December 2011, the Group had €58 million of
unused unrecognised tax loss carryforwards (€20 million of
unrecognised deferred tax assets) compared with €66 million
and €23 million respectively in 2010. These losses mainly
concern Franprix-Leader Price and Cdiscount.
Expiry dates of tax loss carryforwards
2011
2010
Less than 1 year
-
-
One to two years
-
-
€ millions
Two to three years
-
-
More than three years
20
22
TOTAL
20
23
2011
2010
GPA Group associates
3
7
OPCI – AEW Immocommercial and others
3
4
(12)
1
Note 9. Share of profits of associates
€ millions
Franprix and Leader Price associates
Poland
(1)
-
SHARE OF PROFITS OF ASSOCIATES
(7)
13
102
3
Note 10. Discontinued operations and non-current assets held for sale
Non-current assets held for sale:
€ millions
Franprix-Leader Price group property assets
Mercialys sub-group property assets
NON-CURRENT ASSETS HELD FOR SALE
Liabilities associated with non-current assets held for sale
2011
2010
14
1
6
-
20
1
-
-
The income statements for the US, Polish and Super de Boer (2010 only) operations, presented under a single line of the
consolidated income statement under discontinued operations, break down as follows:
2011
2010
Sales
-
-
Gross profit
-
-
€ millions
Trading profit
(3)
(4)
(10)
(6)
Operating profit
(13)
(9)
Financial income and expense
-
(1)
Income tax expense
4
1
-
-
NET PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS
(9)
(9)
(9)
(9)
-
-
The net loss from discontinued operations mainly comprises the €7 million compensation awarded by the arbitration board
to the Baud family in respect of the disposal of Leader Price Polska (see note 2.2).
Cash flows of discontinued operations
2011
2010
(4)
(26)
Net cash from investing activities
-
-
Net cash from financing activities
-
-
(4)
(26)
€ millions
Net cash from operating activities (1)
NET CHANGE IN CASH AND CASH EQUIVALENTS OF DISCONTINUED OPERATIONS
(1) The 2010 cash flows included €20 million in the payment of fees in connection with the Super de Boer disposal in 2009.
3
Note 11. Earnings per share
11.1. Number of shares
Calculation of the weighted average number of shares and potential shares
used to determine diluted earnings per share
2011
2010
110,480,574
110,478,074
(495,680)
(189,136)
109,984,894
110,288,938
639,133
1,246,255
(392,968)
(671,860)
246,165
574,395
(207,971)
(503,389)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD
Total ordinary shares
Ordinary shares held in treasury
Weighted average number of ordinary shares before dilution
(1)
POTENTIAL SHARES REPRESENTED BY:
Stock options
Non-dilutive instruments (out of the money or covered by calls)
Weighted average number of dilutive instruments
Theoretical number of shares purchased at market price
(1)
Dilutive effect of stock options
Share grants
Total potential dilutive shares
TOTAL DILUTED NUMBER OF SHARES
(2)
38,194
71,006
595,198
581,407
633,393
652,413
110,618,287
110,941,351
(1) In accordance with the treasury stock method, the proceeds from the exercise of warrants and options are assumed to be used in the first instance to buy back
shares at market price. The theoretical number of shares that would be purchased is deducted from the total shares that would be issued on exercise of the rights
attached to the warrants and options. Any theoretical shares in excess of the number of shares resulting from the exercise of rights are not taken into account.
11.2. Profit attributable to ordinary shares
2011
2010 adjusted
568
533
Dividends payable on deeply subordinated perpetual bonds
(19)
(15)
(3)
549
518
(4)
558
527
(9)
(9)
2011
2010 adjusted
€ millions
PROFIT ATTRIBUTABLE TO HOLDERS OF ORDINARY SHARES
of which:
• profit from continuing operations, attributable to owners of the parent
• profit from discontinued operations, attributable to owners of the parent
11.3. Earnings per share
In €
Basic earnings per share attributable to owners of the parent:
• on continuing and discontinued operations
(3)/(1)
4.99
4.70
• on continuing operations
(4)/(1)
5.08
4.78
Diluted earnings per share attributable to owners of the parent:
104
• on continuing and discontinued operations
(3)/(2)
4.97
4.67
• on continuing operations
(4)/(2)
5.05
4.75
3
Note 12. Goodwill
12.1. Breakdown
2011
2010 adjusted
€ millions
Gross
Impairment
Net
Net
Casino France
1,746
-
1,746
1,645
• Hypermarkets
619
-
619
614
• Supermarkets
558
-
558
504
• Convenience stores
192
-
192
192
• Other
378
-
378
335
2,050
(3)
2,048
1,819
912
-
912
907
France
Monoprix
4,708
(3)
4,706
4,372
Latin America
2,338
-
2,338
2,012
33
-
33
35
Argentina
Brazil
1,702
-
1,702
1,389
Colombia
490
-
490
478
Uruguay
112
-
112
109
Asia
733
-
733
93
Thailand
730
-
730
89
Vietnam
3
-
3
3
Other
178
-
178
179
Indian Ocean
176
-
176
176
Poland
-
-
-
2
Other
2
-
2
1
International
3,250
-
3,249
2,283
GOODWILL
7,957
(3)
7,955
6,655
12.2. Movements for the period
2011
2010 adjusted
Carrying amount at 1 January
6,655
6,435
Goodwill recognised during the period (1)
1,895
23
€ millions
Impairment losses recognised during the period
(3)
-
Derecognised companies (2)
(468)
(39)
Translation adjustment (3)
(122)
250
Adjustments arising from recognition of put options granted to owners of non-controlling interests
Reclassifications and other movements (4)
CARRYING AMOUNT AT 31 DECEMBER
-
1
(2)
(16)
7,955
6,655
(1) The change in 2011 was mainly due to Big C Thailand’s acquisition of Carrefour Thailand (€621 million), acquisitions made by the Franprix-Leader Price sub-group
(see note 3.3) and the Group’s increased interest in GPA (€603 million, see note 2.2).
(2) Disposals in 2011 mainly concern the Franprix Leader-Price sub-group (see note 3.3) and GPA (€135 million, see note 2.2). Disposals in 2010 mainly comprise
Cativen (€29 million).
(3) The translation adjustment in 2011 stemmed mainly from the appreciation of the euro against the Brazilian real and in 2010 from the appreciation of the Brazilian
and Colombian currencies against the euro.
(4) The €16 million decrease in 2010 is mainly due to the arbitration board’s ruling regarding the Baud family litigation.
3
Note 13. Intangible assets
13.1. Breakdown
2011
2010 adjusted
Gross
Amortisation
and impairment
Net
Gross
Amortisation
and impairment
Net
Concessions, trademarks, licences
and banners
654
(61)
593
612
(53)
559
Lease premiums
291
(14)
277
227
(2)
225
Software
346
(229)
118
343
(216)
128
Other
286
(63)
223
213
(34)
179
1,577
(366)
1,211
1,396
(304)
1,091
€ millions
INTANGIBLE ASSETS
Concessions,
trademarks,
licences and
banners
Lease
premiums
Software
Other
Total
At 1 January 2010 adjusted
311
154
143
79
688
Change in scope of consolidation
192
51
(4)
81
320
7
16
11
71
105
€ millions
Increases and separately acquired intangible
assets
Intangible assets disposed of during the period
-
(4)
-
(8)
(12)
(13)
-
(62)
(7)
(82)
Impairment reversals/(losses) recognised
during the period (continuing operations)
(4)
-
(2)
1
(4)
Translation adjustment
56
7
3
7
72
Reclassifications and other movements
10
1
39
(44)
5
559
225
128
179
1,091
Amortisation for the period (continuing operations)
Change in scope of consolidation (1)
59
36
6
-
102
Increases and separately acquired intangible
assets
8
29
12
104
154
Intangible assets disposed of during the period
-
(4)
(7)
(2)
(14)
(14)
(2)
(55)
(32)
(103)
Amortisation for the period (continuing operations)
Releases
Impairment reversals/(losses) recognised
during the period (continuing operations)
AT 31 DECEMBER 2011
-
(2)
3
1
2
(26)
(9)
(1)
(8)
(44)
7
5
32
(20)
23
593
277
118
223
1,211
(1) See note 3 for main acquisitions.
Internally-generated intangible assets, mainly information systems developments, represented €14 million in 2011 compared
with €13 million in 2010.
106
3
At 31 December 2011, intangible assets included trademarks and lease premiums with an indefinite useful life for the amount
of €555 million and €277 million respectively. They are allocated to the following groups of CGU:
2011
2010
Exito
218
246
GPA
440
399
Distribution Casino France
80
73
64
36
Monoprix
24
20
6
3
€ millions
Other
Intangible assets were tested for impairment at 31 December 2011 using the method described in note 1.4 “Significant
Accounting Policies”. The impact is presented in note 16.
Note 14. Property, plant and equipment
14.1. Breakdown
2011
2010 adjusted
Depreciation
and impairment
Net
Gross
Depreciation
and impairment
Net
1,475
(61)
1,413
3,711
(1,269)
2,442
2,569
5,500
(3,180)
2,319
6,663
10,686
(4,511)
6,174
€ millions
Gross
Land and land improvements
1,497
(66)
1,432
Buildings, fixtures and fittings
4,092
(1,430)
2,662
6,075
(3,506)
11,664
(5,001)
Other
PROPERTY, PLANT AND EQUIPMENT
€ millions
At 1 January 2010 adjusted
Increases and separately acquired property, plant and equipment
Property, plant and equipment assets disposed of during the period
Depreciation for the period (continuing operations)
Land and land
improvements
Buildings,
fixtures and
fittings
Other
Total
1,375
2,272
2,104
5,751
5
(30)
2
(23)
22
113
685
820
(26)
(58)
(22)
(106)
(6)
(124)
(411)
(540)
Impairment reversals/(losses) recognised during the period
(continuing operations)
(2)
(6)
1
(7)
72
190
75
338
(27)
86
(117)
(58)
1,413
2,442
2,319
6,174
67
274
106
446
Increases and separately acquired property, plant and equipment
22
92
863
977
(19)
(33)
(64)
(115)
(6)
(138)
(459)
(604)
Property, plant and equipment assets disposed of during the period
Depreciation for the period (continuing operations)
Impairment reversals/(losses) recognised during the period
(continuing operations)
1
(2)
6
4
(12)
(45)
(38)
(95)
(34)
73
(164)
(125)
1,432
2,662
2,568
6,663
AT 31 DECEMBER 2011
Property, plant and equipment were tested for impairment at 31 December 2011 using the method described in note 1.4
“Significant Accounting Policies”. The impact is presented in note 16.
Registration Document 2011 | Casino Group
107
3
14.3. Finance leases
Finance leases on owner-occupied property and investment property break down as follows:
2011
2010
Gross
Depreciation
Net
Gross
Depreciation
37
(2)
34
41
(2)
39
Buildings
218
(106)
112
227
(105)
123
Equipment and other
645
(526)
119
646
(531)
114
Investment property
81
(10)
71
82
(7)
74
981
(644)
336
996
(645)
351
€ millions
Land
TOTAL
Net
14.4. Capitalisation of borrowing costs
Interest capitalised during the period amounted to €6 million at an average interest rate of 7.94%, compared with €3 million
at an average interest rate of 6.59% in 2010.
Note 15. Investment Property
€ millions
Gross
Depreciation
Impairment
Net
At 1 January 2010
1,524
(254)
(34)
1,235
-
-
-
-
Increases and separately acquired investment property
122
(48)
-
74
Investment property disposed of during the period
(74)
18
-
(56)
-
-
-
-
49
(12)
(1)
36
49
8
-
57
Impairment losses recognised during the period, net
At 31 December 2010
1,669
(288)
(36)
1,346
157
-
-
157
Increases and separately acquired investment property
112
(49)
-
62
Investment property disposed of during the period
(81)
14
-
(67)
-
-
-
-
Impairment losses recognised during the period, net
(5)
1
4
-
134
(18)
-
115
1,985
(340)
(32)
1,613
AT 31 DECEMBER 2011
Investment property is measured at cost less accumulated
depreciation and any accumulated impairment losses. The fair
value of investment property at 31 December 2011 totalled
€3,425 million (€3,332 million at 31 December 2010). For most
investment properties, fair value is determined on the basis
of valuations carried out by independent external appraisers.
Valuations are based on open market value, as confirmed by
108
market indicators, in accordance with international valuation
standards.
The carrying amount of investment property totalled
€1,613 million at 31 December 2011, including €1,156 million
representing 72% for Mercialys and €361 million representing
22% for Big C Thailand.
3
Amounts recognised in the income statement in respect of rental revenue and operating costs on investment property break
down as follows:
2011
2010
Rental revenue from investment property
324
255
Directly attributable operating costs of investment properties
that did not generate any rental revenue during the period
(13)
(12)
Directly attributable operating costs of investment properties
that generated rental revenue during the period
(20)
(15)
€ millions
15.2. Fair values of investment property
relating to Mercialys
At 31 December 2011, Atis Real, Catella, Galtier and Icade
updated the previous appraisals of Mercialys’ property assets:
■
■
Atis Real appraised the portfolio of 85 hypermarkets, making
onsite visits to five properties in the second half of 2011 and
updating its appraisals at 30 June 2011 for the other 79
(which included seven onsite visits in the first half of 2011);
Catella appraised the portfolio of 13 supermarkets, updating
its appraisals at 30 June 2011;
■
Galtier appraised 19 of the remaining properties, updating
its appraisals at 30 June 2011;
■
Icade appraised the Caserne de Bonne shopping centre in
Grenoble, making an onsite visit during the second half of
2011, and a property in the Paris region, making an onsite
visit during the first half of 2011.
These appraisals, based on recurring rental revenue of
€141 million, valued the portfolio at a total of €2,427 million
including transfer taxes at 31 December 2011, compared with
€2,359 million at 31 December 2010.
The portfolio value has therefore increased by 2.9% over
one year (up 3.1% on a like-for-like basis) and has remained
virtually unchanged over the last six months, decreasing by
0.1% (up 1.2% on a like-for-like basis).
The average capitalisation rates were as follows:
2011
2010
Large shopping centres
5.4%
5.4%
Neighbourhood shopping centres
6.5%
6.4%
Total portfolio
5.8%
5.8%
Based on annual rental revenue of €141 million and a
capitalisation rate of 5.8%, a 0.5% increase/decrease in
the capitalisation rate would have the effect of respectively
increasing/decreasing fair value by €229 million or €193 million.
Based on a capitalisation rate of 5.8%, a 10% increase or
decrease in rental revenue would have the effect of increasing
or decreasing fair value by €243 million.
On the basis of these appraisals, no impairment losses were
recognised in the 2011 financial statements (or in the 2010
financial statements).
Note 16. Impairment of non-current assets
Goodwill and other non-financial non-current assets were
tested for impairment at 31 December 2011 by the method
described in note 1.4 “Significant Accounting Policies”.
Management made the best possible estimate of recoverable
amounts where necessary (evidence of impairment of a CGU)
or required (goodwill and intangible assets with an indefinite
life). The assumptions used are set out below.
As a result of the impairment tests carried out in 2011, the
Group recognised an impairment loss of €3 million on goodwill
and a reversal of €6 million on intangible assets and property,
plant and equipment.
As a result of the impairment tests carried out in 2010, the
Group recognised impairment losses totalling €11 million on
intangible assets and property, plant and equipment.
16.2. Goodwill impairment losses
Goodwill is tested for impairment at each year end in
accordance with the principles set out in note 1.4 “Significant
Accounting Policies”.
3
Impairment testing consists of determining the recoverable
values of the cash generating units (CGUs) or groups of CGU
to which the goodwill is allocated and comparing them with the
carrying amounts of the relevant assets. Goodwill arising on
the initial acquisition of networks is allocated to the groups of
CGU in accordance with the classifications set out in note 12.
Some goodwill may occasionally be allocated directly to CGUs.
For internal valuations, impairment testing generally consists
of determining the recoverable amount of each CGU based
on value in use, in accordance with the principles set out in
note 1.4.12. Value in use is determined by the discounted
cash flows method, based on after-tax cash flows and using
the following rates.
Parameters used for internal calculations of 2011 values in use
Region
France (retailing)(3)
France (other)(3)
Argentina
Colombia
(4)
Perpetual
growth rate(1)
After-tax
discount rate(2)
0%
6.0% to 9.0%
-0.5% to +0.5%
6.0% to 8.7%
0.5%
18.3%
0.5%
9.5%
Uruguay
0.5%
11.8%
Thailand(4)
0.5%
7.8%
Vietnam
0.5%
16.0%
0%
6.0% to 11.7%
Indian Ocean(5)
(1) The inflation-adjusted perpetual growth rate ranges from -0.5% to +0.5% depending on the nature of the business/CGU.
(2) The discount rate corresponds to the weighted average cost of capital (WACC) for each country. WACC is calculated at least once a year by taking account of the
sector’s indebted beta, an observed market risk premium and the Group’s cost of debt.
(3) Concerning the Group’s operations in France, the discount rate, whether stable or up on 2010, also takes into account the nature of the business/CGU and the
associated risks.
(4) The market capitalisation of listed subsidiaries Big C and Exito was €2,346 million and €4,536 million respectively at 31 December 2011.
(5) The Indian Ocean region includes Reunion, Mayotte, Madagascar and Mauritius. The discount rates applied to this region reflect the risks associated with each of
these markets.
Based on the 2011 goodwill impairment test, which was
completed at the year-end, no impairment losses were
recognised at 31 December 2011.
An independent valuation was carried out for GPA
during December 2011, which did not lead to the recognition
of any impairment at 31 December 2011.
In view of the positive difference between value in use and
carrying amount, the Group believes that on the basis of
reasonably foreseeable events, any changes in the key
assumptions set out above would not lead to the recognition
of an impairment loss, with the exception of the Geimex CGU
(buying group for export to the French overseas departments
and territories jointly controlled with the Baud family). For
example, a 100-basis point increase in the discount rate or a
25-basis point decrease in the perpetual growth rate used to
calculate terminal value or a 50-basis point decrease in the
EBITDA margin for the cash flow projection used to calculate
the terminal value would not have led to the recognition of
an impairment loss. As regards the Geimex CGU, the 2011
test resulted in a value in use very close to the carrying
amount. A 100-basis point increase in the discount rate or a
25-basis point decrease in the perpetual growth rate used to
calculate terminal value or a 50-basis point decrease in the
EBITDA margin for the cash flow projection used to calculate
the terminal value would have led to the recognition of an
impairment loss of between €2 million and €10 million for
the Group.
The main assumptions underlying this independent valuation
were:
110
■
GPA’s value in use was estimated on the basis of discounted
future cash flows supported by a multi-criteria analysis based
on share prices and comparable transaction multiples.
The discounted cash flows method was considered to be
fundamental for GPA;
■
it was based on three-year projected cash flows approved
by management, plus a further four years of estimated cash
flows and a terminal value. The discount rate used ranged
from 10.8% to 11.5% depending on the business;
■
the key assumptions include a revenue growth rate, discount
rate and EBITDA multiple (ranging from 7.1x to 10.9x
depending on the business) used to calculate the terminal
value. At 31 December 2011, a 660 basis-point increase
in the discount rate or a 4.4-point decrease in the EBITDA
multiple would have been required to reduce value in use
to the carrying amount.
GPA had a market capitalisation of €7,211 million at
31 December 2011.
3
Note 17. Investments in associates
Opening
balance
Impairment
Net profit for
the period
28
-
7
-
4
39
87
-
1
(6)
18
100
22
€ millions
Dividend
payout
Changes
in scope of
consolidation
and
translation
adjustments
Closing
balance
Movements in 2010
OPCI – AEW Immocommercial
23
-
2
(4)
-
OPCI – Others
41
-
2
(1)
(42)
-
Poland
-
-
-
-
-
1
TOTAL
178
-
13
(11)
(19)
161
Movements in 2011
OPCI – AEW Immocommercial
39
-
3
-
-
42
100
-
(12)
-
35
122
22
-
3
(3)
(21)
1
Poland
1
-
(1)
-
-
-
TOTAL
161
-
(7)
(4)
14
164
Movements in 2011 were mainly due to the Distri Sud Ouest
(Franprix-Leader Price) transactions described in note 3.3
and the disposal of the bulk of AEW Immocommercial shares
held (see note 6).
Movements in 2010 were mainly due to the derecognition of
OPCI Vivéris and SPF1 following an initial disposal and the
Group’s resulting lack of significant influence over either of
these entities.
Associates at 31 December 2011 are privately-held companies
for which no quoted market prices are available on which to
estimate their fair value.
Transactions with associates are disclosed in note 34.1.
17.2. Group share of contingent liabilities
of associates
At 31 December 2011 and 2010, there were no material contingent liabilities in associates.
Note 18. Joint ventures
Monoprix, Distridyn, Régie Média Trade, Dunnhumby France
and Geimex are jointly controlled (on a 50/50 basis) by the
Group and are consolidated by the proportionate method.
method because in all cases the agreement between Groupe
Casino and its partners provides for the exercise of joint control
over the business.
Banque du Groupe Casino, Grupo Disco de Uruguay, Wilkes
and the GPA group are also consolidated by the proportionate
Some joint ventures, mainly GPA and Monoprix, are subject
to put and call options (see note 32.2).
3
18.1. Financial highlights for the main joint ventures, restated in accordance with IFRS
31 December 2011
€ millions
Group share
Total
o/w GPA
Total
o/w GPA
o/w
Monoprix
33.70%
50.00%
(1)
50.00%
11,457
7,794
1,976
8,092
4,633
1,916
203
114
85
210
96
88
Percentage interest
Sales
31 December 2010 adjusted
o/w
Monoprix
Net profit attributable to owners of
the parent
Total non-current assets
4,186
2,945
1,138
3,567
2,361
1,111
4,057
3,122
340
3,427
2,340
329
TOTAL ASSETS
8,243
6,067
1,478
6,994
4,701
1,440
Total equity
2,796
1,995
635
2,549
1,757
611
Total non-current liabilities
1,676
1,561
109
1,038
909
113
Total current liabilities
3,771
2,512
734
3,408
2,036
716
TOTAL LIABILITIES
8,243
6,067
1,478
6,994
4,701
1,440
(1) 38.91% and 40.62% corresponding to the average percentage interest over the period for sales and net profit respectively, and 40.13% corresponding
to the percentage interest at 31 December 2011 for balance sheet items.
18.2. Group share of contingent liabilities of associates
Au 31 December 2011, the only contingent liabilities in joint ventures were tax and social security related risks at GPA for
€817 million (Group share) versus €471 million in 2010.
€ millions Group share
2011
2010
INSS (employer’s contributions to the employee protection plan)
42
36
IRPJ – IRRF and CSLL (corporate income taxes)
63
39
COFINS, PIS and CPMF (VAT and similar taxes)
143
110
59
23
ISS, IPTU and ITBI (service tax, urban property tax and tax on property transactions)
ICMS (VAT)
418
226
Employee disputes
24
14
Civil litigation
69
23
817
471
2011
2010 adjusted
90
120
TOTAL
Note 19. Other non-current assets
€ millions
Available-for-sale financial assets (AFS)
Other financial assets
326
390
• Loans
70
108
• Derivatives not qualifying for hedge accounting
56
46
200
236
Prepaid rents
• Receivables from non-consolidated and other companies
242
183
658
694
112
3
19.1. Available-for-sale financial assets (AFS)
Movements for the period
€ millions
At 1 January
Increases
Decreases (1)
2011
2010
120
79
23
21
(44)
(8)
Gains and losses from remeasurement at fair value
(2)
8
Changes in scope of consolidation and translation adjustment (2)
(8)
20
90
120
Other
AT 31 DECEMBER
-
(1) Related mainly to the disposal of OPCI Vivéris and SPF1 shares (see note 6).
(2) Changes in scope of consolidation and translation adjustments in 2010 mainly comprise the reclassification of OPCI Vivéris and SPF1, partially offset
by the consolidation of companies not previously consolidated.
Available-for-sale financial assets held by the Group in 2011 and 2010 comprise only unlisted equities.
19.2. Prepaid rents
Prepaid rents reflect the right to use land in some countries for an average period of 26 years, with the cost recognised over
the period of use.
Note 20. Inventories
€ millions
Goods
Property development (work in progress)
Gross
2011
2010
3,237
2,750
217
212
3,454
2,962
Impairment of goods held in inventory
(48)
(42)
Impairment of property development (work in progress)
(26)
(27)
Total impairment
INVENTORIES
(74)
(69)
3,381
2,892
2011
2010
Note 21. Trade receivables
21.1. Breakdown
€ millions
Trade receivables
Accumulated impairment losses
Finance receivables
Accumulated impairment losses
TRADE RECEIVABLES
950
978
(114)
(107)
1,054
969
(21)
(97)
1,869
1,744
113
3
21.2. Accumulated impairment losses on trade receivables
€ millions
2011
2010
ACCUMULATED IMPAIRMENT LOSSES ON TRADE RECEIVABLES
At 1 January
(107)
(78)
Charge
(26)
(33)
Reversal
19
25
(3)
(17)
Translation differences
3
(3)
(114)
(107)
(97)
(86)
Charge
(56)
(36)
Reversal
116
25
16
-
AT 31 DECEMBER
ACCUMULATED IMPAIRMENT LOSSES ON FINANCE RECEIVABLES
At 1 January
AT 31 DECEMBER
-
-
(21)
(97)
The criteria for recognising impairment losses are set out in note 31.3 on counterparty risk.
Note 22. Other assets
22.1. Breakdown
2011
2010 adjusted
1,490
1,531
Advances to non-consolidated companies
116
108
Accumulated impairment losses on other assets
(43)
(31)
€ millions
Other receivables
Derivatives not qualifying for hedge accounting and cash flow hedges
9
6
Prepaid expenses
121
140
OTHER ASSETS
1,693
1,754
Other receivables primarily include tax receivables, prepaid employee benefit expenses and receivables from suppliers. Prepaid
expenses mainly include purchases, rents, other occupancy costs and insurance premiums.
22.2. Accumulated impairment losses on other assets
€ millions
At 1 January
Charge
Reversal
AT 31 DECEMBER
114
2011
2010
(31)
(33)
(9)
(9)
7
7
(1)
-
(10)
5
1
-
(43)
(31)
3
Note 23. Net cash and cash equivalents
23.1. Breakdown
2011
2010
Cash equivalents
1,885
1,526
Cash
2,016
1,287
€ millions
3,901
2,813
Bank overdrafts and spot loans
(556)
(316)
NET CASH AND CASH EQUIVALENTS
3,346
2,497
Gross cash and cash equivalents of the parent company and
its wholly-owned subsidiaries amounted to approximately
€1,783 million. Total cash and cash equivalents of companies
that are not wholly-owned amounted to approximately
€1,095 million. The balance corresponds to the cash and
cash equivalents of proportionately consolidated companies,
amounting to approximately €1,023 million (GPA, Banque
du Groupe Casino, Monoprix). Except for proportionately
consolidated companies for which dividend payments are
decided jointly with Groupe Casino’s partner, the cash and
cash equivalents of fully consolidated companies are entirely
available to the Group, subject to any restrictive covenants, as
the Group controls their dividend policy despite the presence
of non-controlling interests.
23.2. Breakdown of cash and cash equivalents by currency
€ millions
Euro
US dollar
Argentine peso
2011
%
2010
%
1,585
41
1,508
54
262
7
39
1
34
1
31
1
Brazilian real
867
22
676
24
Thai baht
188
5
128
5
Colombian peso
830
21
312
11
Vietnamese dong
71
2
57
2
Uruguayan peso
40
1
32
1
Other
26
1
30
1
3,901
100
2,813
100
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include the €219 million proceeds (€187 million at 31 December 2010) from sales of receivables
fulfilling the derecognition criteria of IAS 39, as explained in note 1.4.13.8.
Note 24. Equity
24.1. Share capital
At 31 December 2011, the share capital was €169,289,378
versus €169,323,360 at 31 December 2010, divided into
110,646,652 fully-paid ordinary shares, each with a par value
of €1.53.
Under the shareholder authorisations given to the Board of
Directors, the share capital may be increased immediately
or in the future, by up to €80 million through the issuance of
shares or share equivalents other than bonus shares paid up
by capitalising profits, reserves or additional paid-in capital.
3
Issued and fully-paid ordinary shares
2011
2010
110,668,863
110,360,987
105,332
281,725
378,450
51,550
(number of shares)
At 1 January
Shares issued on exercise of stock options
New shares issued
46
New shares issued pursuant to share grants
Cancellation of shares (1)
AT 31 DECEMBER
(505,993)
(25,445)
110,646,652
110,668,863
(1) On 13 May 2011, the Board of Directors cancelled 505,993 treasury shares purchased by the Group under the share buyback programme authorised by the
shareholders. The number of shares cancelled corresponds to the number of new shares issued on exercise of stock options or pursuant to share grants that
vested in 2010 and early 2011, as well as exercisable in-the-money stock options.
24.2. Other equity
2011
2010 adjusted
(1)
3,951
3,980
24.2.2
-
-
Equity instruments (deeply subordinated perpetual bonds)
24.2.3
600
600
Other equity instruments
24.2.4
(4)
(4)
(2)
3,340
2,628
24.2.5
584
950
8,471
8,154
€ millions
Additional paid-in capital
Treasury shares
Reserves
Translation reserve
TOTAL OTHER EQUITY
(1) Additional paid-in capital corresponds to cumulative premiums on shares issued for cash or in connection with mergers or acquisitions recorded in the parent
company accounts, as well as the legal reserve.
(2) Reserves correspond to:
- parent company reserves;
- subsidiaries’ reserves;
- the cumulative effect of changes in accounting policies and estimates and corrections of errors;
- gains and losses from remeasurement at fair value of available-for-sale financial assets;
- gains and losses on cash flow hedges recognised directly in equity;
- the cumulative effect of share-based payment expense.
24.2.1. Share equivalents
The Group has granted stock options to its employees under
the plans presented in note 25.
24.2.2. Treasury shares
Treasury shares correspond to shareholder-approved buybacks
of Casino Guichard-Perrachon SA shares. At 31 December
2011, the Group did not hold any shares in treasury.
In January 2005, the Group signed a liquidity contract with
the Rothschild investment bank in accordance with European
Commission regulation 2273/2003/EC. The liquidity account
was set up with a total of 700,000 Casino, Guichard-Perrachon
shares and €40 million. At 31 December 2011, no treasury
shares were held under the contract. The cash earmarked
for the liquidity account is invested in money market mutual
funds. These funds qualify as cash equivalents and are
therefore included in net cash and cash equivalents in the
cash flow statement.
24.2.3. Deeply subordinated perpetual bonds
At the beginning of 2005, the Group issued €600 million
worth of deeply subordinated perpetual bonds (TSSDI). The
116
bonds are redeemable solely at the Group’s discretion and
interest payments are due only if the Group pays a dividend
on its ordinary shares in the preceding twelve months. For
these reasons, the bonds are carried in equity, for an amount
of €600 million.
The bonds pay interest at the 10-year constant maturity swap
rate plus 100 basis points, capped at 9%. Interest payments
are deducted from equity, net of the tax effect.
24.2.4. Other equity instruments
The Group held €4 million of calls on its ordinary shares at
31 December 2011 and 2010.
24.2.5. Translation reserve
The translation reserve corresponds to cumulative exchange
gains and losses on translating the equity of foreign subsidiaries
and receivables and payables corresponding to the Group’s
net investment in these subsidiaries, at the closing rate.
3
Translation reserves by country at 31 December 2011
At 1 January
2011
Exchange
differences
for the
period
At
31 December
2011
At 1 January
2011
Exchange
differences
for the
period
At
31 December
2011
At
31 December
2011
Brazil
626
(356)
269
(4)
(31)
(35)
234
Argentina
(48)
(9)
(57)
-
-
-
(57)
Colombia
126
4
130
68
46
114
244
Uruguay
47
2
49
1
2
3
51
€ millions
Total
United States
(1)
6
5
-
-
-
5
Thailand
76
(7)
68
35
(3)
32
100
Poland
39
(16)
23
-
-
-
23
Indian Ocean
(6)
-
(5)
(3)
-
(3)
(8)
Vietnam
(4)
(3)
(7)
(1)
-
(2)
(9)
TOTAL
855
(379)
476
95
13
108
584
Movements in 2011 mainly stemmed from the appreciation of the euro against the Brazilian real.
Translation reserves by country at 31 December 2010 adjusted
At 1 January
2010
Exchange
differences
for the
period
At
31 December
2010
At 1 January
2010
Exchange
differences
for the
period
At
31 December
2010
At
31 December
2010
Brazil
377
249
626
(3)
(2)
(4)
621
Argentina
(47)
(1)
(48)
-
-
-
(48)
Colombia
6
120
126
(24)
92
68
194
Uruguay
33
14
47
1
-
1
48
Venezuela
11
(11)
-
(4)
4
-
-
€ millions
Total
United States
(7)
6
(1)
-
-
-
(1)
Thailand
11
64
76
(3)
38
35
110
Poland
35
4
39
-
-
-
39
Indian Ocean
(6)
-
(6)
(3)
-
(3)
(8)
Vietnam
(5)
-
(4)
(2)
-
(1)
(6)
TOTAL
409
446
855
(37)
132
95
950
Movements in 2010 mainly stemmed from the appreciation of the Brazilian, Colombian and Thai currencies against the euro.
3
24.3. Notes to the consolidated statement of comprehensive income
2011
2010 adjusted
Available-for-sale financial assets
(2)
2
Change in fair value during the period
€ millions
(3)
3
Reclassification to profit or loss
-
2
Income tax (expense)/benefit
1
(3)
Cash flow hedges
6
13
Change in fair value during the period
13
18
Reclassification to profit or loss
(4)
(5)
(3)
-
Exchange differences (note 24.2.5)
(366)
578
Change in translation differences during the period
(343)
632
(23)
(54)
(2)
(12)
Change during the period
(4)
(18)
1
6
(365)
582
Reclassification to profit or loss due to disposals during the period
TOTAL
24.4. Dividends
The recommended 2011 dividend has been set at €3.00 per ordinary share. The dividend is subject to approval at the next
Annual Shareholders’ Meeting and is therefore not reflected in the consolidated financial statements at 31 December 2011.
Cash dividends paid and recommended
Net dividend
in euros
Number
of shares
Treasury shares
€2.78
110,668,863
6,928
€3.00
110,646,652
-
2010
€25.31
600,000
-
2011
€31.25
600,000
-
€ millions
2011
recommended
2010
Ordinary dividends
2010
2011 dividend (recommended)
(1)
308
332
Dividends on deeply subordinated
perpetual bonds, net of tax
15
19
(1) The recommended 2011 dividend per share has been calculated on the basis of the total number of shares outstanding at 31 December 2011. It will be modified
in 2012 to exclude the actual number of treasury shares held on the payment date.
24.5. Capital management
The Group’s policy is to maintain a strong capital base in
order to ensure the confidence of investors, creditors and
the markets, and to support the Group’s future business
development.
118
The Group occasionally purchases its own shares in the
market, for the purpose of allocating them to the liquidity
contract and generating [market] activity or keeping them to
cover stock option plans, employee share ownership plans or
share grant plans for Group employees and executive officers.
3
Note 25. Share-based payments
Since 1987, stock options or share grants have been granted
in December of each year to new managers who have
completed one year’s service with the Group, and the number
of options held by managers promoted to a higher grade has
been adjusted.
Share grants are also made to certain company managers
and to store managers. The shares vest in tranches, subject
to continued employment with the Group and the attainment
of Group performance targets for the period concerned.
25.1. Impact of share-based payments
on earnings and equity
The net expense of €15 million in 2011 (€19 million in 2010)
was recognised by adjusting equity at 31 December 2011 by
the same amount.
25.2. Details of Casino, GuichardPerrachon stock option plans
In accordance with IFRS 2, all stock options granted were
valued using the Black & Scholes option pricing model.
Details of the plans and the main assumptions applied to value options on new shares
2010
2009
2008
Grant date
29 April
4 December
8 April
5 December
14 April
Expiry date
28 October 2015
3 June 2015
7 October 2014
4 June 2014
13 October 2013
Share price on the grant date
€65.45
€58.31
€48.37
€43.73
€75.10
Option exercise price
€64.87
€57.18
€49.47
€49.02
€76.73
Number of options granted
48,540
72,603
37,150
109,001
434,361
Estimated life of the options (in years)
5.5
5.5
5.5
5.5
5.5
Projected dividend yield
5%
5%
5%
5%
5%
29.32%
30.02%
29.60%
26.77%
24.04%
Risk-free interest rate
1.69%
2.09%
2.44%
3.05%
4.17%
Fair value of stock options
€10.33
€8.59
€5.07
€6.14
€13.61
NUMBER OF OPTIONS OUTSTANDING
45,365
56,748
33,400
84,662
274,632
Projected volatility
2007
2006
Grant date
7 December
13 April
15 December
Expiry date
6 June 2013
12 October 2012
14 June 2012
€77.25
€75.80
€70.00
Option exercise price
€74.98
€75.75
€69.65
Number of options granted
54,497
362,749
53,708
Estimated life of the options (in years)
5.5
5.5
5.5
Projected dividend yield
5%
5%
2%
25.27%
23.55%
25.11%
4.85
4.78%
3.99%
Fair value of stock options
€18.18
€16.73
€14.31
NUMBER OF OPTIONS OUTSTANDING
35,931
186,434
27,101
Projected volatility
Risk-free interest rate
3
Details of share grant plans
2011
Grant date
2 December
2 December
21 October
21 October
21 October
EXPIRY
• Vesting date
2 December 2014 2 December 2013 21 October 2014 21 October 2013 21 October 2014
• End of lock-up period
2 December 2016 2 December 2015 21 October 2016 21 October 2015 21 October 2016
€66.62
Number of shares
23,383
Fair value of the share
€50.94
Yes
-
23,383
Continued employment conditions
Performance condition applicable
NUMBER OF SHARES BEFORE
APPLICATION OF PERFORMANCE
CONDITIONS
€66.62
€62.94
€62.94
€62.94
2,362
3,742
26,931
4,200
€53.16
€47.53
€49.79
€47.53
Yes
Yes
Yes
Yes
-
-
-
(1)
2,362
3,742
26,931
4,200
(1) The performance target for the share grant plan of 21 October 2011, 15 April 2011 and 29 April 2010 depends upon the company. At 31 December 2011,
the applicable performance conditions were as follows:
Monoprix: 100% for 2011 plans and 73% for 2010 plans;
Other companies: mostly 100% for 2011 plans and 74% for 2010 plans.
2011
Grant date
15 April
15 April
2010
15 April
15 April
3 December
22 October
• Vesting date
15 April 2013 15 April 2014 15 April 2014 15 April 2014 3 December 2013
22 October 2012
15 April 2015 15 April 2016 15 April 2016 15 April 2016 3 December 2015
22 October 2014
EXPIRY
€70.80
€70.80
€70.80
€70.80
€69.33
€67.68
Number of shares
69,481
46,130
241,694
26,585
17,268
4,991
€58.99
€56.40
€56.34
€56.34
€55.35
€57.07
Yes
Yes
Yes
Yes
Yes
Yes
-
-
(1)
(1)
-
-
67,748
46,130
238,099
26,035
16,474
2,062
Performance condition
applicable
NUMBER OF SHARES
BEFORE APPLICATION OF
PERFORMANCE CONDITIONS
2010
Grant date
2009
29 April
29 April
4 December
• Vesting date
29 April 2013
29 April 2013
4 December 2012
29 April 2015
29 April 2015
4 December 2014
EXPIRY
Number of shares
€65.45
€65.45
€58.31
296,765
51,394
24,463
€50.86
€50.86
€42.47
Yes
Yes
Yes
Performance conditions
Yes
No
No
(1)
-
-
265,400
46,326
15,718
Performance condition applicable
NUMBER OF SHARES BEFORE APPLICATION
OF PERFORMANCE CONDITIONS
Performance conditions mainly involve organic sales growth and trading profit levels.
120
3
Details of plans on Casino, Guichard-Perrachon shares
Number of outstanding
options
Stock option plans
At 1 January 2010
of which, vested options
Options granted during the period
Weighted average
exercise price
(in €)
1,405,644
€65.98
527,581
€62.05
48,540
€64.87
Options exercised during the period
281,725
€57.94
Options cancelled during the period
(120,974)
€69.75
(41,705)
€58.16
Options that lapsed during the period
At 31 December 2010
1,009,780
€68.04
414,296
€72.94
-
-
Options exercised during the period
(105,332)
€57.94
Options cancelled during the period
(110,497)
€72.03
Options that lapsed during the period
(49,678)
€57.89
AT 31 DECEMBER 2011
744,273
€69.55
524,098
€75.89
Options granted during the period
Share grant plans, not yet vested
Number of outstanding shares
At 1 January 2010
902,211
Shares granted
370,418
Shares cancelled
(307,004)
Shares issued
(129,622)
At 31 December 2010
836,003
Shares granted
444,508
Shares cancelled
(378,008)
Shares issued
(117,893)
AT 31 DECEMBER 2011
784,610
Note 26. Provisions
26.1. Breakdown and movements
€ millions
Product warranty costs
Pensions (note 27)
1 January Increases
2011
2011
Reversals
(used) 2011
Reversals
Change in
(surplus)
scope of Translation
2011 consolidation adjustment Other
7
9
(7)
-
-
-
31 December
2011
-
9
143
84
(66)
(4)
1
-
9
167
Jubilees
21
1
-
-
-
-
1
23
Long-service awards
15
16
(15)
-
-
-
-
16
Claims and litigation
Other liabilities and charges
Restructuring
64
19
(8)
(35)
1
(2)
1
40
319
135
(140)
(59)
21
(10)
-
266
16
5
(8)
(1)
-
-
-
12
TOTAL
585
268
(245)
(98)
24
(12)
11
533
of which short-term provisions
279
151
(153)
(90)
2
(2)
-
188
of which long-term provisions
306
117
(93)
(8)
21
(10)
11
345
Provisions for claims and litigation and for other liabilities and charges correspond to a large number of provisions for employee
claims, property-related claims (concerning construction or refurbishment work, rents, tenant evictions, etc.), tax claims and
business claims (trademark infringement, etc.).
3
Note 27. Pension and other post-employment benefit obligations
The Group’s obligations under defined benefit plans are measured on an actuarial basis. They mainly concern lump-sum
retirement allowances and length-of-service awards in France.
27.1. Defined benefit plan
27.1.1. Summary
The following table shows a reconciliation of the obligations of all group companies and the provisions recognised in the
consolidated financial statements at 31 December 2011 and 2010.
France
International
2011
2010
Present value of projected benefit
obligation under funded plans
176
166
Fair value of plan assets
(49)
(55)
Funding requirement
127
111
14
141
€ millions
Present value of projected benefit obligation under
unfunded plans
LIABILITY RECOGNISED IN THE BALANCE SHEET
2011
Total
2010
2011
2010
-
-
176
166
-
-
(49)
(55)
-
-
127
111
13
26
18
40
31
124
26
18
167
143
27.1.2. Change in obligation
France
International
Total
2011
2010
2011
2010
2011
2010
179
152
18
17
197
168
13
13
5
1
17
14
Interest cost
6
6
1
-
7
6
1
-
-
-
1
-
(10)
(11)
(3)
(2)
(13)
(13)
1
19
4
-
5
20
-
-
-
2
-
2
190
179
26
18
216
197
55
62
-
-
55
62
Expected return on plan assets
1
1
-
-
1
1
1
1
-
-
1
1
Employer’s contribution
-
-
-
-
-
-
Employee contributions
-
-
-
-
-
-
€ millions
A - CHANGE IN ACTUARIAL LIABILITY
Actuarial liability at 1 January
Service cost
Reduction in the liability (benefit payments)
Actuarial liability at 31 December
A
B - CHANGE IN PLAN ASSETS
Fair value of plan assets at 1 January
Benefits paid during the period
(9)
(9)
-
-
(9)
(9)
-
-
-
-
-
-
Other movements
1
-
-
-
1
-
Fair value of plan assets at 31 December
C - FUNDING REQUIREMENT
B
49
55
-
-
49
55
A-B
141
124
26
18
167
143
141
124
26
18
167
143
Asset ceiling
NET RETIREMENT BENEFIT OBLIGATION
122
-
-
-
3
27.1.3. Balance of actuarial gains or losses recognised in equity
€ millions
2011
2010
19
15
Provisions (decrease)/increase
Deferred tax (assets)/liabilities
(7)
(5)
CUMULATIVE DECREASE/(INCREASE) IN EQUITY NET OF TAX
12
10
Of which, attributable to owners of the parent
12
10
GAIN/(LOSS), NET OF TAX, RECOGNISED DIRECTLY IN EQUITY
(2)
(12)
27.1.4. Reconciliation of liabilities in the balance sheet
France
International
Total
2011
2010
2011
2010
2011
2010
124
90
18
17
143
107
Actuarial gains or losses recognised in equity
-
18
4
-
4
18
Employee contributions
-
-
-
-
-
-
18
18
6
1
24
19
€ millions
At 1 January
Expense for the period
Reduction in the liability (benefit payments)
(10)
(8)
(3)
(2)
(13)
(10)
Partial reimbursement of plan assets
9
6
-
-
9
6
1
-
-
-
1
-
-
-
-
2
-
2
(1)
-
-
-
(1)
-
141
124
26
18
167
143
Other movements
AT 31 DECEMBER
27.1.5. Breakdown of expense for the period
France
€ millions
Interest cost
Expense recognised in other financial income and expense
Service cost
International
Total
2011
2010
2011
2010
2011
2010
6
6
1
-
7
6
(1)
(1)
-
-
(1)
(1)
5
4
1
-
6
5
13
13
5
1
18
14
Past service cost
-
-
-
-
-
-
Curtailments and settlements
-
-
-
-
-
-
Expense recognised in employee benefits expense
13
13
5
1
17
14
EXPENSE FOR THE PERIOD
18
18
6
1
24
19
27.1.6. Funding policy
Historical data
€ millions
Present value of projected benefit obligation under funded plans
2011
2010
2009
2008
2007
176
166
140
464
125
(49)
(55)
(62)
(432)
(71)
Sub-total
127
111
78
32
54
40
31
28
38
23
-
-
-
30
-
167
143
107
100
77
Present value of projected benefit obligation under unfunded plans
Asset ceiling
LIABILITY RECOGNISED IN THE BALANCE SHEET
Plan assets comprise 83.9% in fixed-rate bonds, 8.4% in property assets and 7.7% in equities.
3
27.1.7. Actuarial assumptions
The following table summarises the main actuarial assumptions used to measure the obligation:
France
International
2011
Discount rate
Expected rate of future salary increases
2011
2010
4.3% – 4.5%
4.0%
3.8% – 7.0%
4.1% – 7.5%
2.25% – 2.5%
2.0% – 2.5%
2.0% – 3.5%
3.0%
62-64
62-67
50-65
50-60
3.6% – 4.0%
4.0%
-
-
Retirement age
2010
For French companies, the discount rate is determined by
reference to the Bloomberg 15-year AA corporate composite
index.
27.1.9. Experience adjustments
The expected return on plan assets in 2011 corresponds to
the actual rate achieved in the previous year. The actual return
on plan assets for France was €1 million in 2011 and 2010.
Experience adjustments mainly represent the impact on the
obligation of differences between benefits estimated on the
previous closing date and benefits actually paid during the
year. They amounted to €10 million at 31 December 2011
versus €(8) million at 31 December 2010.
27.1.8. Sensitivity of actuarial assumptions
27.1.10. Expected benefit payments in 2012
A 50-basis point increase (decrease) in the discount rate
would lead to a 3.5% decrease (10.2% increase) in the total
obligation.
The Group expects to pay benefits of approximately €12 million
under its defined benefit plans in 2012.
A 10-basis point increase (decrease) in the expected rate of
salary increases would lead to a 1.6% increase (1.3% decrease)
in the total obligation.
27.2. Defined contribution plans
A 50-basis point increase or decrease in the expected return
on plan assets would not lead to any significant change in
the income from plan assets.
Defined contribution plans correspond primarily to retirement
plans. The cost of these plans in 2011 was €289 million
(€280 million in 2010).
Note 28. Financial liabilities
Financial liabilities amounted to €9,590 million at 31 December 2011 (€7,303 million in 2010), breaking down as follows:
2011
2010
€ millions
Note
Noncurrent
portion
Bonds
28.2
5,159
626
5,785
Other financial liabilities
28.3
1,112
2,406
3,518
Finance leases
32.3
61
41
Put options granted to owners
28.4
66
43
Fair value hedges (liabilities)
FINANCIAL LIABILITIES
124
31
Current
portion
Total
Noncurrent
portion
Current
portion
Total
4,397
472
4,869
1,027
1,063
2,090
102
63
43
106
109
1
57
58
25
51
76
61
119
179
6,423
3,167
9,590
5,549
1,754
7,303
3
28.1. Change in gross financial debt
€ millions
At 1 January
Fair value hedges (assets)
Financial debt at 1 January (including hedging instruments)
New borrowings (1)
Repayments (principal and interest) (2)
Change in fair value of debt hedged
Exchange differences
Changes in scope of consolidation (3)
Change in put options granted to owners of non-controlling interests
(4)
Other
2011
2010
7,303
7,079
(262)
(292)
7,040
6,787
3,436
803
(1,451)
(660)
7
(7)
(108)
117
414
23
51
(23)
(3)
-
Financial debt at 31 December (including hedging instruments)
9,386
7,040
Gross financial liabilities at 31 December
9,590
7,303
(204)
(262)
(1) New borrowings stem mainly from the following transactions: (i) the bond exchange offer, generating an additional €530 million (see below and note 28.2); (ii) new
bond issues totalling €837 million made by Casino, Guichard-Perrachon (€600 million) and GPA (€237 million) (see note 28.2); (iii) acquisition debt for Carrefour’s
Thailand operations (€981 million) and acquisition debt for additional interests in GPA (€210 million); and (iv) commercial paper issued by Casino, GuichardPerrachon (€438 million). The balance was due to new loans and bank overdrafts taken out by subsidiaries (mainly GPA and Franprix-Leader Price).
(2) Loan repayments mainly concern: (i) the Schuldschein bond for €130 million (see note 28.3); (ii) Casino, Guichard-Perrachon and GPA bonds for €465 million and
€70 million respectively (see note 28.2); (iii) other financial liabilities carried by GPA for €298 million, Exito for €111 million and Franprix-Leader Price for €252 million.
(3) Changes in scope of consolidation correspond mainly to the transactions described in note 2 and note 3.3 relating to the increased interest in GPA (€173 million)
and to the Franprix-Leader Price group (€263 million).
(4) The 2011 and 2010 change in put options granted to owners of non-controlling interests concerns Franprix-Leader Price.
Bond exchange offers in 2011
On 18 May 2011, the Group issued €850 million in new
10-year, 4.726% bonds under its EMTN programme (see
note 2.2). A portion of these bonds was exchanged for
€300 million worth of existing bonds originally maturing
in February 2012, April 2013 and April 2014, paying annual
interest of 6.00%, 6.375% and 4.875% respectively. The
remaining bonds enabled the Group to raise €530 million in
additional funds. The new issue matures in 2021 and has an
effective interest rate of 5.13%.
In accordance with the provisions of IAS 39 relating to the
derecognition of financial liabilities, this transaction has been
accounted for as an extension to the maturity of financial
liabilities as the revisions to the contractual terms and
conditions were not deemed to be substantial. The impact of
the exchange was therefore treated as an adjustment to the
carrying amount of the 2021 bonds and is being amortised
over the remaining term of the adjusted liability by the yield-tomaturity method. The same accounting treatment was applied
to premiums and unamortised issue expenses related to the
exchanged bonds and all exchange-related expenses (fees
and expenses and exchange premiums), which are being
amortised until 2021. The impact of unwinding hedges of
the original liabilities is also being amortised over the term of
the new liability.
The new bond issue contains the usual pari passu, negative
pledge and cross-default clauses. It also contains an
accelerated repayment option should Casino, GuichardPerrachon’s long-term senior debt rating be downgraded to
non-investment grade following a change of control and a
“step-up” clause increasing the interest rate by 125 bp should
it be downgraded to non-investment grade.
€600 million bond issue
On 27 September 2011, the Group issued €600 million
of 4½-year, 4.47% bonds (see note 2.2) under its EMTN
programme. This new bond issue also contains the usual
covenants and default clauses referred to above.
US$900 million confirmed credit line
On 31 August 2011, the Group obtained a US$900 million
(about €630 million) credit facility from a pool of 9 international
banks, maturing in August 2014. Drawdowns on the facility
totalled €232 million at 31 December 2011.
3
28.2. Bonds
€ millions
Effective
Amount Interest rate (1) interest rate
Issue date
Due
2011 (2)
2010 (2)
July 2004
July 2011
-
210
Feb. 2002
Feb. 2012
414
449
Feb. 2009
August 2012
166
167
April 2008
April 2013
567
745
April 2014
605
701
Bonds in euros
2011 bonds
210
F: 4.75
4.81%
413
F: 6.00
6.24%
2004-2011
2012 bonds
2002-2012
2012 bonds
June 2002
165
F: 7.88
8.03%
544
F: 6.38
6.36%
2009-2012
2013 bonds
2008-2013
June 2008
May 2009
2014 bonds
578
F: 4.88
5.19%
2007-2014
April 2007
June 2008
2008-2014
2015 bonds
750
F: 5.50
5.60%
July 2009
Jan. 2015
787
782
888
F: 4.38
5.85%
Feb. 2010
Feb. 2017
828
833
508
F: 4.48
5.25%
May 2010
Nov. 2018
506
472
600
F: 4.47
4.58%
Oct. 2011
April 2016
598
-
850
F: 4.73
5.13%
May 2011
May 2021
824
-
255
F: 6.46
6.66%
Nov. 2002
Nov. 2011
-
187
12
V: CPI +4.98
12.53%
April 2006
April 2011
-
12
30
V: CPI +5.45
13.42%
April 2006
April 2013
3
29
60
V: CPI +7.50
15.15%
May 2005
May 2015
86
59
130
V: CDI+0.5%
12.95%
March 2007
March 2011
to March 2013
86
118
33
V: 119% CDI
119% CDI
June 2009
June 2011
-
30
83
V: 109.5%
CDI
109.5% CDI
Dec. 2009
Dec. 2012
to Dec. 2014
81
74
101
V: 107.7%
CDI
107.7% CDI
Jan. 2011
Jan. 2014
101
-
133
V: 108.5%
CDI
108.5% CDI
Dec. 2011
June 2015
133
-
5,785
4,869
2009-2015
2017 bonds
2010-2017
2018 bonds
2010-2018
2016 bonds
2011-2016
2021 bonds
2011-2021
Bonds in USD
Private Placement Notes
2002-2011
Bonds in COP
Exito bond issue
2006-2011
Exito bond issue
2005-2013
Carulla bond issue
2005-2015
Bonds in BRL
GPA bond issue
2007-2013
GPA bond issue
2009-2011
GPA bond issue
2009 – 2014
GPA bond issue
2011 – 2014
GPA bond issue
2011 – 2015
TOTAL BONDS
(1) F (Fixed rate) – V (Variable rate) – CPI (Consumer Price Index) – CDI (Certificado de Deposito Interbancario).
(2) The amounts shown above include the impact of fair value hedges.
126
3
28.3. Other borrowings
Amount
Type of rate
Issue date
Due
2011
2010
Calyon structured loan
184
Variable rate
June 2007
June 2013
184
184
Schuldschein loan
130
Variable rate
May 2008
May 2013
-
130
Alaméa
300
Variable rate
April 2010
April 2015
300
300
438
-
259
143
602
768
€ millions
France
Commercial paper
Other
(1)
International
Latin America (2)
Other
(3)
919
51
Bank overdrafts and spot
loans
556
316
Accrued interest (4)
261
198
3,518
2,090
TOTAL OTHER BORROWINGS
(1) Including Franprix-Leader Price for €188 million in 2011 and €86 million in 2010.
(2) GPA for €569 million and Exito for €31 million in 2011 (€622 million and €144 million respectively in 2010).
(3) Mainly concerns Big C Thailand for €890 million.
(4) Accrued interest relates to all financial liabilities including bonds.
Confirmed bank lines of credit 2011
Due
€ millions
Interest rate
Less than
one year
More than
one year
Amount of
the facility
Drawdowns
Casino, Guichard-Perrachon syndicated credit line (1)
Variable rate
-
1,896
1,896
232
Other confirmed bank lines of credit
Variable rate
365
520
885
50
(1) Includes the €1,200 million syndicated line of credit renewed in August 2010 for five years and the US$900 million line due 2014.
Confirmed bank lines of credit 2010
Due
€ millions
Interest rate
Less than
one year
More than
one year
Amount of
the facility
Drawdowns
Casino, Guichard-Perrachon syndicated credit line
Variable rate
-
1,200
1,200
-
Other confirmed bank lines of credit
Variable rate
104
690
794
5
28.4. Put options granted to owners of non-controlling interests
These put options correspond to liabilities towards various counterparties arising from commitments made by the Group to
purchase shares in consolidated companies. They have therefore been recognised as financial liabilities and break down as
follows at 31 December 2011:
Price
Fixed or
variable
exercise price
Non-current
financial
liabilities
Current
financial
liabilities
% interest
Commitment
26.00 to
84.00%
16.00 to
74.00%
93
F/V
65
28
Lanin/Devoto (Uruguay) (2)
96.55%
3.45%
15
F
-
15
Monoprix (Somitap)
54.52%
45.48%
1
F
€ millions
(1)
TOTAL COMMITMENTS
109
1
-
66
43
(1) Put options granted to subsidiaries of the Franprix-Leader Price sub-group. Their value is mainly based on net profit. A +/- 10% change in the indicator would have
an impact of +/- €3 million. They expire between 2012 and 2035.
(2) The option is exercisable until 21 June 2021.
3
28.5. Net debt
2011
2010
Non-current
portion
Current
portion
Bonds
5,159
€ millions
Total
Non-current
portion
Current
portion
Total
626
5,785
4,397
472
4,869
1,112
2,406
3,518
1,027
1,063
2,090
Finance leases
61
41
102
63
43
106
66
43
109
1
57
58
25
51
76
61
119
179
Gross financial liabilities
6,423
3,167
9,590
5,549
1,754
7,303
(129)
(75)
(204)
(150)
(112)
(262)
Other financial assets
-
(106)
(106)
(83)
(299)
(382)
-
(2,813)
(2,813)
-
(3,901)
(3,901)
and other financial assets
(129)
(4,082)
(4,211)
(233)
(3,224)
(3,457)
NET DEBT
6,294
(915)
5,379
5,316
(1,470)
3,845
28.6. Maturities of liabilities
At 31 december 2011
Carrying
amount
Due within
one year
Due in one to
five years
Due beyond
five years
Bonds
5,785
626
2,983
2,176
€ millions
3,518
2,406
1,087
25
Finance leases
102
41
49
12
Put options granted to owners of non-controlling interests
109
43
66
-
76
51
22
3
5,400
5,400
-
-
Trade payables
Other liabilities
4,109
3,656
453
-
19,099
12,223
4,660
2,216
Carrying
amount
Due within
one year
Due in one to
five years
Due beyond
five years
Bonds
4,869
472
3,020
1,376
2,090
1,063
995
30
106
43
55
9
TOTAL
of which non-current
6,876
€ millions
Finance leases
Trade payables
Other liabilities
TOTAL
128
58
57
1
-
179
119
50
10
4,822
4,822
-
-
3,528
3,291
208
29
15,652
9,867
4,329
1,455
5,784
3
Note 29. Other liabilities
2011
Derivative liabilities
Accrued taxes and employee benefits expense
2010 adjusted
Noncurrent
Current
Total
Noncurrent
Current
Total
1
4
5
-
6
6
286
1,438
1,724
206
1,261
1,467
Other liabilities
51
795
846
31
777
808
Amounts due to suppliers of fixed assets
257
24
277
301
-
257
Current account advances
-
34
34
-
30
30
Finance payables (credit business)
-
1,019
1,019
-
796
796
Deferred income
TOTAL
90
88
178
-
165
165
453
3,656
4,109
237
3,291
3,528
Breakdown of confirmed bank credit lines relating to the credit business
Other liabilities include confirmed bank credit lines relating to the credit business, which break down as follows at 31 December
2011:
Due
€ millions
Interest
rate
Less than
one year
More than
one year
Amount of
the facility
Drawdowns
2011
Variable
133
250
383
217
2010
Variable
143
157
300
143
3
Note 30. Fair value of financial instruments
30.1. Carrying amount and fair value of financial assets and liabilities
30.1.1. Financial assets
The following table compares the carrying amount of financial assets with their fair value.
€ millions
Financial assets
Non-current fair value hedges (assets)
2011
2011
Carrying
amount
(A)
Non-financial
assets
(B)
Total financial
assets
(A-B)
658
242
416
129
-
129
Trade receivables
1,869
-
1,869
1,693
596
1,097
Current fair value hedges (assets)
75
-
75
3,901
-
3,901
€ millions
2010 adjusted
2010 adjusted
Carrying
amount
(A)
Non-financial
assets
(B)
Total financial
assets
(A-B)
694
177
518
Non-current fair value hedges (assets)
150
-
150
Trade receivables
1,744
-
1,744
1,754
695
1,059
112
-
112
2,813
-
2,813
Financial assets
Current fair value hedges (assets)
The fair value of cash and cash equivalents, trade receivables
and other current financial assets is deemed to be the same
as the carrying amount given their short maturity.
130
The methods of measuring fair values of AFS, derivatives and
cash and cash equivalents are described in note 30.2.
Carrying amount
3
2011
Assets held
for trading
Financial
instruments
designated as at
fair value
Hedging
instruments
Held-tomaturity
investments
Loans and
receivables
AFS –
measured
at fair value
AFS –
measured
at cost
Fair value
56
-
-
-
270
47
42
416
-
-
129
-
-
-
-
-
-
8
-
-
-
-
129
1,869
-
-
1,869
1,088
-
-
1,097
-
-
75
-
-
-
-
75
572
-
-
-
3,329
-
-
3,901
Assets held
for trading
Financial
instruments
designated as at
fair value
Carrying amount
2010 adjusted
Hedging
instruments
Held-tomaturity
investments
Loans and
receivables
AFS –
measured
at fair value
AFS –
measured
at cost
Fair value
46
-
-
-
351
85
35
518
-
-
150
-
-
-
-
150
-
-
-
-
1,744
-
-
1,744
-
-
6
-
1,053
-
-
1,059
-
-
112
-
-
-
-
112
761
-
-
-
2,052
-
-
2,813
3
30.1.2. Financial liabilities
The following tables compare the carrying amount of financial liabilities with their fair value, other than liabilities related to put
options granted to owners on non-controlling interests.
2011
Carrying amount
Carrying
amount
Nonfinancial
liabilities
Total
financial
liabilities
Liabilities at
amortised
cost
Bonds
5,785
-
5,785
5,785
3,518
-
3,518
3,518
-
102
-
102
102
-
€ millions
Finance leases
Fair value hedges
(liabilities)
2011
Liabilities
Liabilities designated
held for
as at fair
Hedging
trading
value instruments
-
-
Fair value
-
5,783
-
-
3,557
-
-
102
76
-
76
-
-
-
76
76
Trade payables
5,400
-
5,400
5,400
-
-
-
5,400
Other liabilities
4,109
1,269
2,840
2,834
3
-
2
2,840
2010 adjusted
Liabilities
Liabilities designated
held for
as at fair
Hedging
trading
value instruments
Carrying
amount
Nonfinancial
liabilities
Total
financial
liabilities
Liabilities at
amortised
cost
Bonds
4,869
-
4,869
4,869
2,090
-
2,090
2,090
-
106
-
106
106
-
€ millions
Finance leases
Fair value hedges
(liabilities)
2010
adjusted
Carrying amount
-
-
Fair value
-
5,027
-
-
2,090
-
-
106
179
-
179
-
-
-
179
179
Trade payables
4,822
-
4,822
4,822
-
-
-
4,822
Other liabilities
3,528
1,324
2,204
2,198
4
-
2
2,204
The fair value of bonds issued is based on the latest known
quoted price on the closing date (level 1).
30.2. Fair value hierarchy for financial
instruments
The fair value of other financial liabilities is determined using
valuation methods such as discounted cash flows, taking
account of the Group’s credit risk and interest rate levels on
the closing date.
Entities are required to classify fair value measurements using
a fair value hierarchy based on the valuation method used
(quoted prices or valuation techniques). The hierarchy has
three levels as follows:
132
■
level 1: financial instruments measured using quoted prices
in an active market;
■
level 2: financial instruments measured using valuation
techniques based on observable market data;
■
level 3: financial instruments measured using valuation
techniques that are not based on observable market data.
3
The tables below show the fair values of financial assets and liabilities based on this hierarchy:
Hierarchy of fair values
€ millions
Quoted price =
level 1
Observable
market
inputs
= level 2
No observable
market
inputs
= level 3
2011
Assets
-
-
47
47
Current and non-current fair value hedges (assets)
-
204
-
204
Other derivative assets
-
14
51
65
567
5
-
572
Current and non-current fair value hedges (liabilities)
-
76
-
76
Other derivative liabilities
-
5
-
5
Quoted price =
level 1
Observable
market
inputs
= level 2
No observable
market
inputs
= level 3
2010
Cash equivalents
Liabilities
Hierarchy of fair values
€ millions
Assets
-
-
85
85
Current and non-current fair value hedges (assets)
-
262
-
262
Other derivative assets
1
5
46
51
758
3
-
761
Current and non-current fair value hedges (liabilities)
-
179
-
179
Other derivative liabilities
-
6
-
6
Cash equivalents
Liabilities
The valuation techniques used to measure fair values of assets
and liabilities classified in Level 2 or 3 are as follows:
■
Available-for-sale financial assets do not include any listed
securities. Their fair value is typically determined on the basis
of widely used valuation techniques.
If their fair value cannot be determined reliably, they are not
included in this note.
■
applicable. These put options are mainly classified in level
3. Put options whose price is considered to be variable are
not included in the above table.
The fair value of put options granted to owners of
non-controlling interests are measured in accordance with
the contractual calculation terms and are discounted where
■
Derivative financial instruments are valued (internally or
externally) on the basis of the usual valuation techniques
for this type of instrument. Valuation models are based
on observable market inputs (mainly the yield curve) and
counterparty quality. These instruments are mainly classified
in level 2.
The €33 million decrease in Level 3 instruments in 2011
stemmed mainly from the disposal of OPCI shares (see
note 19.1).
3
Note 31. Financial risk management objectives and policies
The main risks associated with the Group’s financial
instruments are market risks (currency, interest rate and equity
risk), counterparty risk and liquidity risk.
Financial risk monitoring and management is the responsibility
of the Corporate Finance Department, which is part of
Group Finance. This team manages all financial exposures
in coordination with the finance departments of the Group’s
main subsidiaries and reports to Senior Management. It has
issued good practice guidance that applies to all controlled
entities and, if necessary, it handles or approves their financing,
investment and hedging operations.
The Group uses derivative financial instruments such as
interest rate swaps, currency swaps and forward instruments
to manage its exposure to interest rate and currency risk.
These instruments are either quoted on organised markets or
are over-the-counter instruments transacted with first-class
counterparties. Most of these derivative instruments qualify
for hedge accounting. However, like many other large
corporates, the Group may now take very small, strictly
controlled speculative positions as part of its hedging policy,
for more dynamic and versatile management of its interest rate
positions. This provides greater flexibility in the fixed/variable
policy, duration and portfolio counterparty risk.
31.1. Breakdown of derivative financial instruments
The table below shows a breakdown of derivative financial instruments by type of risk and accounting classification:
Currency
risk
Other
market
risks
2010
adjusted
Note
2011
Interest
rate risk
Financial instruments at fair value through profit or loss
19
56
6
-
51
46
Cash flow hedges
22
8
-
8
-
6
Fair value hedges
28.5
204
204
-
-
262
269
210
8
51
315
84
75
8
-
119
185
135
-
51
196
€ millions
Derivative assets
TOTAL DERIVATIVE ASSETS
of which current
Financial instruments at fair value through profit or loss
29
3
3
-
-
4
Cash flow hedges
29
2
2
-
-
2
Fair value hedges
28.5
179
76
50
26
-
TOTAL DERIVATIVE LIABILITIES
81
55
26
-
186
of which current
55
29
26
-
125
26
26
-
-
61
At 31 December 2011, the IFRS cash flow hedge reserve
totalled €7 million compared with €(9) million at 31 December
2010. The ineffective portion of these cash flow hedges is
not material.
134
The fair value of derivative instruments that do not qualify for
hedge accounting under IAS 39 amounted to €53 million at
31 December 2011 compared with €42 million at 31 December
2010.
31.2. Market risk
31.2.1. Interest rate risk
The Group’s objective is to manage its exposure to the risk
of interest rate changes and optimise its financing cost. Its
strategy therefore consists of dynamically managing debt by
monitoring and, where necessary, adjusting its hedging ratio
based on forecast trends in interest rates.
3
Various derivative instruments are used to manage interest rate
risks, mainly interest rate swaps. Not all of these instruments
are eligible for hedge accounting; however all interest rate
instruments are used in connection with the above risk
management policy.
Group financial policy consists of managing finance costs by
combining variable and fixed rate derivatives.
Sensitivity analysis to a change in interest rates
€ millions
Borrowings
Bank overdrafts and spot loans
2011
2010
2,213
978
41
43
556
316
Total variable rate borrowings (excluding accrued interest) (1)
2,809
1,336
Cash equivalents
1,885
1,526
Cash
2,016
1,285
TOTAL CASH AND CASH EQUIVALENTS
3,901
2,811
(1,092)
(1,475)
1,802
3,501
NET POSITION BEFORE HEDGING
Derivative financial instruments
NET POSITION AFTER HEDGING
711
2,026
Net position to be rolled over within one year
711
2,026
Effect of a 1-point change in interest rates
7
20
Average remaining duration of hedges
1
1
Effect of a 1-point change in interest rates on finance costs
7
20
Finance costs, net
Effect of a 1-point change in interest rates, as a % of finance costs, net
472
345
1.51%
5.87%
(1) Adjustable rate financial assets and liabilities are considered as maturing on the interest reset date. The above total does not include liabilities not exposed
to interest rate risk, corresponding mainly to put options granted to owners of non-controlling interests and accrued interest.
To protect its financial margin from interest rate volatility,
Banque du Groupe Casino hedges its interest rate risk, as
follows:
■
■
borrowings used to finance fixed rate loans are either
converted to fixed rate or hedged by fixed rate caps.
The notional amount of the hedges is adjusted to reflect
the gradual reduction in the outstanding balance of the
corresponding loans;
borrowings used to finance adjustable rate loans are
converted to fixed rate over a rolling period of at least three
months, for an amount corresponding to forecast loans for
the period.
The Group’s other financial instruments are not interest-bearing
and are therefore not exposed to any interest rate risk.
31.2.2. Exposure to currency risk
Due to its geographical diversification, the Group is exposed
to translation risk, in other words its balance sheet and income
statement, and consequently its financial ratios, are sensitive to
movements in exchange rates on consolidation of the financial
statements of its foreign subsidiaries outside the euro zone.
It is also exposed to currency risk on transactions not
denominated in euros. The Group’s policy in this respect is
to hedge highly probable budgeted exposures, which mainly
involve purchases made in a currency other than its functional
currency and particularly purchases in US dollars. Substantially
all budgeted purchases are hedged using forward currency
purchases and currency swaps with the same maturities as
the underlying transactions.
3
The Group’s net exposure based on notional amounts after hedging is mainly to the following currencies (excluding the
functional currencies of entities):
€ millions
USD
BRL
EUR
Trade receivables exposed
Total 2011
exposure
Total 2010
exposure
(7)
-
-
(7)
(10)
(134)
-
-
(134)
(434)
Trade payables exposed
106
1
3
109
92
Financial liabilities exposed
242
-
-
243
477
Gross exposure payable/(receivable)
208
1
3
211
124
-
-
-
-
(6)
(86)
-
-
(86)
-
Other financial assets exposed
Trade receivables hedged
Other financial assets hedged
Trade payables hedged
62
-
-
62
25
Financial liabilities hedged
242
-
-
242
470
NET EXPOSURE PAYABLE/(RECEIVABLE)
(10)
1
3
(7)
(365)
At 31 December 2010, the net balance sheet exposure of
€(365) million broke down as follows by currency:
Sensitivity of net exposure after hedging to exchange
rate changes
■
US dollars: €(369) million, mainly including receivables
from the Venezuelan government for €338 million. These
receivables were not hedged;
■
euro: €(3) million.
A 10% appreciation of the euro against those currencies
at 31 December would have decreased net profit by the
amounts shown in the table below. A 10% depreciation of
the euro against those currencies at 31 December would
have produced the opposite effect. For the purposes of the
analysis, all other variables, particularly interest rates, are
assumed to be constant.
€ millions
US dollar
Other
TOTAL
2011
2010
(1)
(37)
-
-
(1)
(37)
Exchange rates against the euro
2011
Exchange rates against the euro
2010
Closing rate
Average rate
Closing rate
Average rate
US dollar (USD)
1.2939
1.3917
1.3362
1.3268
Polish zloty (PLN)
4.4580
4.1187
3.9750
3.9950
Argentine peso (ARS)
5.5730
5.7453
5.2768
5.1898
Uruguayan peso (UYP)
25.8566
26.8345
26.5784
26.6237
Thai baht (THB)
40.9910
42.4247
40.1700
42.0824
2,512.4300
2,569.1830
2,558.3400
2,519.4100
2.4159
2.3259
2.2177
2.3344
27,262.0000
28,514.6200
26,031.7000
24,690.3918
Colombian peso (COP)
Brazilian real (BRL)
Vietnamese dong (VND)
136
3
The exchange rate used for the Japanese yen at 31 December
2010 was €1 = ¥108.66. At 31 December 2011, the Group
had no further liabilities denominated in Japanese yen.
exposure by dealing with the least risky counterparties (based
mainly on their credit ratings).
31.3. Counterparty risk
Retail credit risk
The Group is exposed to various aspects of counterparty risks
in its operating activities, its short-term investment activities and
its interest rate and currency hedging instruments. It monitors
these risks using several objective indicators and diversifies its
Group policy consists of checking the financial health of all
customers applying for credit. Customer receivables are
regularly monitored and the Group’s exposure to the risk of
bad debts is not material.
Counterparty risk related to trade receivables
Trade receivables break down as follows by maturity:
Receivables past due on the balance sheet date
Receivables
not yet due,
not impaired
Receivables
not more than
one month
past due
Receivables
between one
and six months
past due
Receivables
more than
six months
past due
Total
Impaired
receivables
Total
2011
668
57
35
20
112
169
950
2010
725
40
28
20
88
165
978
€ millions
Receivables past due but not impaired can vary substantially in
length of time overdue depending on the type of customer, i.e.
private companies, consumers or public authorities. Impairment
policies are determined on an entity-by-entity basis according
to customer type. The Group believes that it has no material
risk in terms of credit concentration.
Financial credit risk
Banque du Groupe Casino’s credit risks are managed based
on:
■
statistical analyses of pools of loans with similar
characteristics, due to the fact that individual loans are not
material and all the loans have the same risk profile;
■
recovery probabilities at the different phases in the collection
process.
As required by IAS 39, a provision is recorded when there is
objective evidence that loans are impaired. This is considered
to be the case when customers default on at least one
instalment.
Provisions for credit risks are determined by modelling
statistical recovery and write-off data, taking into account all
possible movements between the various strata. The statistics
used correspond to observed historical defaults and write-offs.
The calculation also takes into account the present value
of expected recoveries of principal and interest, discounted
at the original interest rate on the loan. The purpose of this
discounting adjustment is to factor in the loss of future lending
margins. Renegotiated loans for which payments are up to
date are classified as sound loans. If the borrower defaults on
any payments, they are immediately reclassified as doubtful
and a provision is recorded on the basis described above.
Finance receivables break down as follows by maturity:
€ millions
Not yet due (1)
Past due, not
impaired (2)
Restructured
not yet due (3)
Accumulated
impairment
losses (4)
Total
2011
996
-
19
39
1,054
2010
733
7
89
141
969
(1) Receivables with no payment incidents.
(2) Receivables past due but not impaired.
(3) Receivables for which payments have been rescheduled.
(4) Receivables with at least one payment outstanding for more than one month and for which an impairment loss has been taken.
3
Counterparty risk related to other assets
Other assets, mainly comprising tax receivables and repayment
rights are neither past due nor impaired.
Credit risk on other financial assets – mainly comprising cash
and cash equivalents, available-for-sale financial assets and
certain derivative financial instruments – corresponds to the
risk of failure by the counterparty to fulfil its obligations. The
maximum risk is equal to the instruments’ carrying amount.
The Group’s cash management policy consists of investing
cash and cash equivalents with first-class counterparties and
in investment-grade instruments.
Amounts due from the Venezuelan government are neither
past due nor impaired.
31.4. Liquidity risk
The Group’s liquidity policy is to ensure, as far as possible,
that it always has sufficient liquid assets to settle its liabilities
as they fall due, in either normal or impaired market conditions.
The main methods used are:
■
diversifying sources of financing: public and private capital
markets, banks (confirmed and non-confirmed facilities),
commercial paper;
■
diversifying currencies of financing: euro, dollar, other
functional currencies used by the Group;
■
maintaining a level of confirmed financing facilities significantly
in excess of the Group’s liabilities at any time;
■
limiting the amount of annual repayments and proactive
management of the repayment schedule;
■
managing the average maturity of financing facilities and,
where appropriate, refinancing them before they fall due.
Notes issued under the €8 billion Euro Medium Term Note
(EMTN) program totalled €5,295 million at 31 December 2011.
All of these borrowings are rated BBB-, the rating assigned
to Groupe Casino by Standard & Poor’s and Fitch Ratings.
They are not subject to any financial covenants.
Commercial paper issued under the €1 billion CP program, in
addition, totalled €438 million at 31 December 2011.
Loans with financial covenants represent about 22% of the
total, mainly concerning subsidiaries in France, Brazil and
Thailand. The Group’s loan and bond agreements contain the
usual pari passu, negative pledge and cross-default clauses.
Bonds placed on the euro market do not include any covenants
related to financial ratios.
At 31 December 2011, the consolidated net debt (ii) to
consolidated EBITDA (i) ratio stood at 2.40 compared with a
minimum requirement of 3.5. The group considers that it can
comply comfortably with its covenants over the next twelve
months.
Some of the loan agreements, in an aggregate principal amount
of €4,882 million, contain an acceleration clause at the lender’s
discretion should Casino, Guichard-Perrachon SA’s long-term
senior debt rating be downgraded to non-investment grade
due to a change of majority shareholder. In this case, the
Group would be obliged to pay the relevant loans on demand.
Other loan agreements, in an aggregate principal amount
€4,304 million, contain a coupon step-up clause increasing the
interest rate should Casino, Guichard-Perrachon SA’s long-term
senior debt rating be downgraded to non-investment grade.
At 31 December 2011, the covenants related to the main
types of debt carried by the parent company were as follows:
■
the €1.2 billion syndicated credit line renewed in August
2010, the US$900 million club deal obtained in August 2011
and confirmed credit lines totalling €170 million are subject
to a consolidated net debt (2) to consolidated EBITDA (1) ratio
of < 3.5;
■
the other confirmed credit lines totalling €320 million and
the Alaméa financing facility of €300 million are subject to
a consolidated net debt (2) to consolidated EBITDA (1) ratio
of < 3.7;
■
the €184 million Calyon structured loan is subject to a
consolidated net debt (2) to consolidated EBITDA (1) ratio of
< 4.3.
Most of the Group’s debt is carried by Casino, GuichardPerrachon. Financing is managed by the Corporate Finance
Department. The main subsidiaries (GPA, Big C, Monoprix
and Exito) also have their own sources of financing.
All subsidiaries report weekly to the Group on their cash
management. Entities controlled by the Group must obtain
authorisation from the Corporate Finance Department before
setting up any financing facilities. Jointly-controlled subsidiaries
must consult their shareholders before setting up any significant
financing facilities.
The Group liquidity position was robust at 31 December
2011. It had confirmed credit facilities totalling €2,781 million
(including €2,499 million unutilised) and available cash of
€3,901 million.
Monoprix, GPA and Big C Thailand are also subject to financial
covenants. The Group complied with all these financial ratios
at 31 December 2011.
(1) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit plus operating depreciation and amortisation.
(2) Net debt as defined in the loan agreements is not the same as net debt recognised in the consolidated financial statements (see 1.4.29). It
corresponds to borrowings and financial liabilities less cash and cash equivalents, as increased or reduced by the net impact of fair value hedges
of debt with a positive or negative fair value.
138
3
Exposure to liquidity risk
The table below shows a maturity schedule for financial liabilities at 31 December 2011, including principal and interest but
excluding discounting.
Maturity
€ millions
Due within
one year
Due in
one to
two years
Due in two
to three
years
2011
Due in
three to
five years
Due beyond
five years
Total
Carrying
amount
NON-DERIVATIVE FINANCIAL INSTRUMENTS RECOGNISED IN LIABILITIES:
Bonds and other borrowings
3,295
1,448
1,260
2,361
2,483
10,847
9,303
43
19
-
12
35
109
109
41
32
17
14
24
128
102
8,151
21
2
5
55
8,235
8,235
11,531
1,521
1,279
2,392
2,597
19,319
Trade payables and other
financial liabilities
DERIVATIVE FINANCIAL INSTRUMENTS ASSETS/(LIABILITIES):
Interest rate derivatives
Derivative contracts – received
Derivative contracts – paid
Derivative contracts – settled net
156
68
48
46
24
342
(110)
(20)
(14)
(11)
(11)
(167)
12
-
-
-
-
11
Currency derivatives
783
-
-
-
-
783
(792)
-
-
-
-
(792)
-
-
-
-
-
-
(6)
-
-
(33)
-
(39)
-
-
-
-
-
-
43
47
34
1
14
139
Other derivative instruments
188
3
2010
adjusted
Maturity
€ millions
Due within
one year
Due in
one to two
years
Due in two
to three
years
Due in
three to
five years
Due beyond
five years
Total
Carrying
amount
NON-DERIVATIVE FINANCIAL INSTRUMENTS RECOGNISED IN LIABILITIES:
Bonds and other borrowings
excluding derivative instruments
and finance leases
1,712
900
1,525
2,141
1,548
7,827
6,959
57
1
-
-
-
58
58
50
30
19
14
24
137
106
6,681
70
236
3
29
7,020
7,020
8,500
1,001
1,780
2,159
1,601
15,042
Trade payables and other
financial liabilities
DERIVATIVE FINANCIAL INSTRUMENTS ASSETS/(LIABILITIES):
Interest rate derivatives
357
146
111
141
84
839
(370)
(66)
(43)
(40)
(18)
(537)
24
-
-
-
-
24
Currency derivatives
853
-
1
-
-
854
(981)
(11)
-
-
-
(992)
20
-
-
-
-
20
-
-
-
-
-
-
-
-
-
(30)
-
(30)
-
-
-
-
-
-
(97)
69
68
71
66
177
Other derivative instruments
31.5. Equity risk
The Group had no material exposure to equity risk at
31 December 2011. It does not hold significant interests
in other listed companies or treasury shares. It has limited
140
129
exposure in respect of its call options over ordinary shares
(see note 24.2.4). Its policy as regards cash management
is to invest only in money market instruments that are not
exposed to equity risk.
3
Note 32. Off-balance sheet commitments
Management believes that, to the best of its knowledge, there
were no off-balance sheet commitments at 31 December 2011,
other than those described below, likely to have a material
impact on the Group’s current or future financial position.
Commitments entered into in the ordinary course of business
mainly concern the Group’s operating activities except for
undrawn confirmed lines of credit, which represent a financing
commitment.
The completeness of this information is checked by the
Finance, Legal and Tax departments, which also participate
in drawing up contracts that are binding on the Group.
Other commitments are relative to the Group’s consolidated
scope.
32.1. Commitments entered into in the ordinary course of business
Commitments given
The amounts disclosed in the table below represent the maximum potential amounts (not discounted) that the Group might
have to pay in respect of commitments given. They are not netted against sums which the Group might recover through legal
actions or counter-indemnities received.
€ millions
Assets pledged as collateral
(1)
Bank bonds and guarantees given
Firm purchase commitments (*) (2)
Customer credit facilities
(3)
Other commitments
TOTAL COMMITMENTS GIVEN
2011
2010
146
119
615
426
62
26
886
1,235
25
17
1,734
1,822
(*) Reciprocal commitments.
(1) Assets pledged, mortgaged or otherwise given as collateral.
(2) Commitments to purchase goods and services, less any advance payments made.
(3) Confirmed credit facilities granted to customers of Banque du Groupe Casino, in the amount of €886 million in 2011, can be drawn down at any time. The total
corresponds to facilities recognised by the French Banking Commission for inclusion in the calculation of capital adequacy ratios, i.e. excluding accounts that have
been dormant for two years.
French subsidiaries’ commitments in respect of the mandatory personal training entitlement (“DIF”) amounted to 5,792,791
hours at 31 December 2011, versus 5,233,676 hours at 31 December 2010. The amount of entitlement used during the year
totalled 60,832 hours.
Commitments received
The amounts disclosed in the table below represent the maximum potential amounts (not discounted) that the Group might
receive in respect of commitments received.
€ millions
2011
2010
Bonds and guarantees received from banks
90
81
Security for receivables
58
43
2,665
2,146
Undrawn confirmed lines of credit (see notes 28.3 and 29)
Other commitments
TOTAL COMMITMENTS RECEIVED
29
7
2,841
2,277
3
32.2. Other commitments
Commitments given
The amounts disclosed in the table below represent the maximum potential amounts (not discounted) which the Group might
have to pay in respect of commitments given, except for written put options which are measured at their fair value.
The table does not include commitments given by the Group to associates and joint ventures (see notes 17 and 18 respectively).
2011
2010
54
58
• Smart & Final shares
4
4
• Property assets
8
9
€ millions
Seller’s warranties
• Polish business
(1)
(2)
• Other assets
Written put options(*)
(3)
Monoprix
Disco (Uruguay)
Carrefour Thailand acquisition(*)
Other commitments given
TOTAL COMMITMENTS GIVEN
(4)
1
2
256
1,465
(5)
1,225
195
184
61
56
-
851
32
23
354
2,411
(*) Reciprocal commitments.
(1) Following the property disposals, the Group is the tenant under traditional fixed-rent commercial leases. The Group has issued a guarantee covering the risk of vacancy
should it decide to vacate the premises after the first three-year lease break and fails to find a new tenant on similar financial terms and conditions. The guarantee is valid
from the first day of the fourth year to the final day of the sixth year. The guarantee is conditional and cannot be quantified.
When Vindémia sold its production activities in Reunion, it committed to specific purchase volumes for a period of five years. To date, these volumes have been met.
(2) The Group has given the customary warranties in connection with its disposals, as follows:
- In 2006, Casino gave the buyer of its interest in Leader Price Polska a seller’s warranty covering any risks pre-dating the sale that were not covered by provisions in
the balance sheet. The amount of the warranty was capped at €17 million and was valid for 18 months. The amount for tax-related risks is capped at €50 million and
is valid for a period corresponding to the statute of limitations.
- Following a claim under this warranty, in September 2009 the arbitration board ordered the Group to pay and recognise as a liability the sum of €14 million. Casino
has appealed against this ruling. The residual risk of €35 million is purely theoretical as Leader Price Polska has already been subject to several tax audits during the
warranty period.
- Mayland (formerly Géant Polska) has given the buyer of the hypermarkets business a sellers’ warranty covering any risks pre-dating the sale that are not covered
by provisions in the balance sheet. The amount of the warranty is capped at €46 million and is valid for 24 months as of the sale date and for 8 years in the case of
environmental claims. The amount of the warranty decreases gradually as of 2008 and was €27 million at 31 December 2011. After deduction of a provision for risks,
the net amount presented in the table above is €21 million.
(3) In accordance with IAS 32, put options granted to owners of non-controlling interests in fully-consolidated subsidiaries are recognised as financial liabilities at their
discounted present value or their fair value (see notes 1.4.20 and 28.4).
Under the terms of the option contracts, the exercise price of written put and call options may be determined using earnings multiples, based on the latest published
earnings for options exercisable at any time and earnings forecasts or projections for options exercisable as of a given future date. In many cases, the put option written
by the Group is matched by a call option written by the other party. For these options, the value shown corresponds to that of the written put.
• Franprix-Leader Price
Put options have been granted on shares in a large number of companies that are not wholly-owned by the Group. The options are exercisable until 2043 at a price
based on the operating profits of the companies concerned.
• Uruguay
Groupe Casino has granted a put option on 29.3% of Disco’s capital to the family shareholders. The option is exercisable until 21 June 2021 at a price based on the
Disco sub-group’s consolidated operating profit, with a floor of USD 41 million plus interest at 5% per year.
• Brazil
The Group has granted the Diniz family, with whom it exercises joint control over GPA in Brazil, two put options on shares in GPA’s head holding company, covering
0.4% and 7.6% of GPA’s share capital respectively. The first option is exercisable as of June 2012 should Casino exercise its right to elect the Chairman of the Board
of Directors of the head holding company in that year. If the first put option is exercised, the second will become exercisable for a period of eight years as of June 2014
at a price based on market multiples applied to GPA’s sales, EBITDA, EBITA and pre-tax profit for the two years preceding exercise of the option. The Group has a call
option on the shares covered by the first put option representing 0.4% of GPA’s share capital at a price of US$11 million, subject to certain conditions.
(4) See note 3.2
(5) Monoprix
On 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspends the exercise of their respective
put and call options on Monoprix shares for three years.
As a result, Casino’s call on 10% of Monoprix’s outstanding shares and Galeries Lafayette’s put on 50% of Monoprix’s capital are exercisable only as of 1 January 2012.
The other terms of exercise remain unchanged. The other terms of the March 2003 strategic agreement remain unchanged.
In view of the post-balance sheet events described in note 35, the value of the commitment given to Galeries Lafayette concerning 50% of Monoprix’s capital is not
disclosed.
Lastly, under its partnership with Corin, Mercialys has acquired 60% of the joint rights over certain real estate assets in Corsica for €90 million. If the joint ownership agreement
is not renewed, on or after 15 June 2011, Corin and Mercialys will transfer their joint rights to a new company. Mercialys has undertaken to acquire Corin’s joint rights (40%)
or its shares in the newly-created company, on the following terms and conditions:
- Mercialys irrevocably undertakes to acquire Corin’s joint rights (or its shares in the newly-created company), subject to its right to make a counter-proposal, and Corin
irrevocably undertakes to sell its rights to Mercialys.
- If Corin exercises its option, Mercialys may, as from 31 January 2017, either assign its rights and obligations to a third party or execute its commitment by offering Corin
the right to acquire its joint rights. The method of valuing the assets is set out in the agreement. In this latter case, a 20% discount will be applied. Corin may also assign
the benefit of the option to a third party.
The options are contingent liabilities, the outcome of which is not foreseeable. If exercised, the value of the assets determined in accordance with the agreement will be
representative of the market value.
142
3
Commitments received
Commitments received amounted to €8 million at 31 December 2011 (€6 million at 31 December 2010).
32.3. Lease commitments
32.3.1. Finance leases where the Group is lessee
The Group has leases on owner-occupied property and investment property. Actual future minimum lease payments under
these leases and the present value of the future minimum payments are as follows:
Finance leases on property where the Group is lessee
2011
Future minimum
lease payments
Present value of
future minimum
lease payments
Due within one year
15
13
Due in one to five years
27
21
Due beyond five years
21
6
Total future minimum lease payments
63
€ millions
Interest cost
TOTAL PRESENT VALUE OF FUTURE MINIMUM LEASE PAYMENTS
(22)
41
41
2010
Future minimum
lease payments
Present value of
future minimum
lease payments
Due within one year
13
11
39
34
20
6
72
€ millions
Interest cost
(22)
50
50
The Group has finance leases and leases with purchase options on equipment. Actual future minimum lease payments under
these leases and the present value of the future minimum payments are as follows:
Finance leases on equipment where the Group is lessee
2011
Future minimum
lease payments
Present value of
future minimum
lease payments
Due within one year
25
24
36
34
3
3
€ millions
65
Interest cost
(3)
61
61
143
3
2010
Future minimum
lease payments
Present value of
future minimum
lease payments
Due within one year
38
33
24
20
3
3
€ millions
65
Interest cost
(9)
56
56
32.3.2. Operating leases where the Group is lessee
The Group has operating leases on properties used in the business that do not meet the criteria for classification as finance
leases. The present value of future minimum payments under non-cancellable operating leases breaks down as follows:
Operating leases on property where the Group is lessee
Future minimum lease payments
2011
2010
Due within one year
506
423
782
659
640
517
€ millions
Future minimum lease payments receivable under non-cancellable sub-leases amounted to €15 million at 31 December 2011
(€18 million at 31 December 2010).
The Group has operating leases on certain items of equipment that it does not wish to ultimately own. The present value
of future minimum payments under non-cancellable operating leases breaks down as follows:
Operating leases on equipment where the Group is lessee
2011
2010
Due within one year
37
28
48
30
-
-
€ millions
32.3.3. Operating leases where the Group is lessor
The Group is also a lessor through its property activity. Future minimum lease payments receivable under non-cancellable
operating leases break down as follows:
2011
2010
Due within one year
265
202
180
135
22
21
€ millions
Conditional rental revenue received by the Group included in the income statement in 2011 amounted to €10 million (€5 million
in 2010).
144
3
Note 33. Contingent assets and liabilities
In the normal course of its business, the Group is involved in
a number of legal or arbitration proceedings with third parties
or with the tax authorities in certain countries. Provisions are
taken to cover such proceedings when the Group has a legal,
contractual or constructive obligation towards a third party
at the year-end, it is probable that an outflow of resources
embodying economic benefits will be required to settle the
obligation, and the amount of the obligation can be reliably
estimated.
Contingent liabilities in associates and joint ventures are
presented in notes 17.2 and 18.2.
Various non-material disputes are still ongoing, particularly
with respect to Casino’s termination in 2006 of the brand
licence agreement entered into between Geimex and Leader
Price Polska.
Geimex is proportionately consolidated in the Group’s financial
statements. Casino’s interest in this company amounts to
€82 million, including €61 million in goodwill.
For information, the Geimex group’s revenue and earnings
amounted to €245 million and €8 million respectively in 2011.
Property damage in Thailand
During the unrest in Bangkok in the second quarter of 2010,
the Group’s subsidiary Big C Thailand sustained property
damage and business interruption losses due to a fire. During
the year, the Group received a further insurance settlement
of €13 million, which was recognised under “Other operating
income”.
From August to November 2011, Thailand suffered severe
flooding which directly affected four distribution centres, five
hypermarkets and fifteen small stores. Other stores were
also indirectly affected. This flooding caused property and
equipment damage as well as significant business interruption
losses. The losses at 31 December 2011 are currently
being quantified and at this stage have been estimated
at THB826 million (€20 million), including THB608 million
(€14 million) in business interruption losses. At 31 December
2011, the Group recorded an insurance receivable net of
deductibles totalling €11 million, recognised as operating
income. The three distribution centres, five hypermarkets
and thirteen of the small stores have since re-opened for
business as usual.
Tax disputes
The Group has been notified of tax reassessments related
to 1998, concerning utilisations of tax loss carryforwards
contested by the tax authorities. In August 2011, the Group
was ordered to pay €27 million by the Cergy Pontoise
administrative court and filed an appeal with the Versailles
administrative appeal court on 3 October 2011, on the grounds
that the administrative court’s arguments are contestable. The
Group is confident of a favourable outcome and no provision
has therefore been set aside.
3
Note 34. Related party transactions
Related parties are:
During the year, L’Immobilière Groupe Casino and Forézienne
de Participations sold various minority interests held in property
mutual funds (OPCI) to Finatis for the sum of €81 million.
■
parent companies (mainly Rallye, Foncière Euris, Finatis
and Euris);
■
entities that exercise joint control or significant influence
over the entity;
Also in 2011, the parent companies underwrote bond issues by
Franprix-Leader Price associates in an amount of €168 million.
■
subsidiaries (see note 37);
■
associates (mainly within the Franprix-Leader Price
sub-group);
■
joint ventures (mainly the GPA and Monoprix sub-groups);
■
members of the entity’s administrative, management and
supervisory bodies.
The related party transactions presented below mainly
concern routine transactions with companies over which the
Group exercises joint control or significant influence, which
are respectively proportionately consolidated or accounted
for by the equity method. These transactions are carried out
on arm’s length terms.
day-to-day management of the Group. It also receives advice
from its majority shareholder, Groupe Rallye, through Euris,
the ultimate holding company, under a strategic advice and
assistance contract signed in 2003.
Related party transactions with individuals (directors, corporate
officers and members of their families) are not material.
34.1. Related party transactions
2011
€ millions
Transactions
2010
Balances
Transactions
Balances
Transactions with joint ventures
Loans
(4)
-
-
4
Receivables
11
103
9
92
Payables
12
101
3
89
Expense
50
56
Income
66
45
Transactions with associates
Loans
(38)
6
5
44
1
1
-
-
Payables
-
-
-
-
Expense
28
28
Income
6
5
Receivables
34.2. Gross remuneration and benefits of the members of the Executive Committee
and the Board of Directors
2011
€ millions
Short-term benefits excluding payroll taxes
(1)
Payroll taxes on short-term benefits
Termination benefits
(2)
TOTAL
(1) Gross salaries, bonuses, discretionary and statutory profit-sharing, benefits in kind and directors’ fees.
(2) Expense recognised in the income statement in respect of stock option and share grant plans.
The members of the Group Executive Committee are not entitled to any specific pension benefit.
146
2010
11
7
3
2
-
-
2
3
16
12
3
Note 35. Subsequent events
Competition Authority opinion on food
retailing in the Paris region
Casino will remain a key partner to Mercialys whilst retaining a
30% to 40% interest compared with its current majority holding.
Mercialys’ Board of Directors will be adapted accordingly.
The two companies intend to renew their partnership and
Mercialys will therefore continue to contribute to developing the
Group’s value-creating dual retail and property development
model.
Mercialys will be accounted for by the equity method on the
date Casino loses control.
Monoprix: disagreement on the Galeries
Lafayette put price
Mercialys property and financing
transaction
will be binding.
On 9 February 2012, Casino announced a plan to significantly
improve its financial flexibility in parallel with the launch of
Mercialys’ new strategy.
■
Casino will retain an interest of between 30% and 40%
in Mercialys by the end of 2012, whilst renewing their
partnership and confirming its vision of the Group’s dual
development model;
■
Mercialys has announced a capital redemption and a new
financial structure.
As part of its new strategy, Mercialys will recommend two
successive payouts to its shareholders during 2012, totalling
about €1.25 billion (including €1.15 billion in a capital
redemption). It plans to distribute €1 billion in the first half
and up to €250 million in the second, following a further
shareholders’ meeting, subject to completion of its disposal
programme, which will require approval from its new Board
of Directors.
These payouts will enable Casino to recover its historical
investments in Mercialys.
3
Note 36. Statutory Auditors’ fees
Fees paid in respect of the audit of Groupe Casino’s financial
statements amounted to €8.3 million in 2011.
Fees for other direct audit-related work amounted to
€0.5 million in 2011.
Note 37. Main consolidated companies
At 31 December 2011, Groupe Casino comprised some 1,800 consolidated companies. The main companies are listed below.
Company
% control
% interest
Casino, Guichard-Perrachon SA
Consolidation
method
Parent
FRANCE
Retailing
Casino Carburants SAS
100.00
100.00
FC
Casino Services SAS
100.00
100.00
FC
Casino Vacances SNC
100.00
100.00
FC
Casino Information Technology SAS
100.00
100.00
FC
98.00
98.00
FC
Comacas SNC
100.00
100.00
FC
Distribution Casino France SAS
100.00
100.00
FC
Distridyn SA
49.99
49.99
PC
Dunnhumby France SAS
50.00
50.00
PC
Easydis SAS
100.00
100.00
FC
EMC Distribution SAS
100.00
100.00
FC
Floréal SA
100.00
100.00
FC
Geimex SA
49.99
49.99
PC
• Monoprix SA Group
50.00
50.00
PC
(1)
100.00
100.00
FC
Monoprix Exploitation (MPX)
(1)
100.00
100.00
FC
Transports et Affrètements Internationaux Combinés (TAIC)
(1)
100.00
100.00
FC
Societe L.R.M.D.
(1)
100.00
100.00
FC
Naturalia
(1)
100.00
100.00
FC
Monop’
(1)
100.00
100.00
FC
50.00
50.00
PC
100.00
100.00
FC
Club Avantages SAS
Société Auxiliaire de Manutention Accélérée de Denrées
Alimentaires (SAMADA)
Régie Média Trade SAS
Serca SAS
• Franprix-Leader Price group
100.00
100.00
FC
Addy Participations
(2)
51.00
51.00
FC
Cafige
(2)
49.00
49.00
EM
Cofilead
(2)
60.00
60.00
FC
Cogefisd
(2)
84.00
84.00
FC
60.00
60.00
FC
(2)
100.00
100.00
FC
DBA
DFP ( Baud SA)
148
Company
3
% control
% interest
Consolidation
method
100.00
100.00
FC
Distribution Leader Price
(2)
Figeac
(2)
84.00
84.00
FC
Franprix Exploitation
(2)
100.00
100.00
FC
Franprix Holding
(2)
100.00
100.00
FC
H2A
(2)
60.00
60.00
FC
HD Rivière
(2)
49.00
49.00
EM
Leader Price Holding
(2)
100.00
100.00
FC
Leadis Holding
(2)
100.00
100.00
FC
Lecogest
(2)
100.00
100.00
FC
Minimarché
(2)
100.00
100.00
FC
Patrick Fabre Distribution
(2)
40.00
40.00
EM
Pro Distribution
(2)
60.00
60.00
FC
R.L.P. Investissement
(2)
100.00
100.00
FC
Retail Leader Price
(2)
100.00
100.00
FC
Sarjel
(2)
60.00
60.00
FC
Sarl Besançon Saint-Claude
(2)
100.00
100.00
FC
Sédifrais
(2)
96.80
96.80
FC
SI2M
(2)
40.00
40.00
EM
Sodigestion
(2)
60.00
60.00
FC
Sofigep
(2)
100.00
100.00
FC
Surgénord
(2)
96.80
96.80
FC
Taleb
(2)
60.00
60.00
FC
Volta
(2)
51.00
51.00
FC
Balcadis 2 SNC
100.00
100.00
FC
Codim 2 SA
100.00
100.00
FC
Costa Verde SNC
100.00
100.00
FC
Fidis 2 SNC
100.00
100.00
FC
Hyper Rocade 2 SNC
100.00
100.00
FC
Lion de Toga 2 SNC
100.00
100.00
FC
Pacam 2 SNC
100.00
100.00
FC
Poretta 2 SNC
100.00
100.00
FC
• Codim group
Prical 2 SNC
99.00
99.00
FC
Prodis 2 SNC
100.00
100.00
FC
Semafrac SNC
100.00
100.00
FC
SNC des Cash Corses
100.00
100.00
FC
Sodico 2 SNC
100.00
100.00
FC
Sudis 2 SNC
100.00
100.00
FC
Unigros 2 SNC
100.00
100.00
FC
100.00
100.00
FC
France – Property
• Property Group
IGC Services SAS
L’Immobilière Groupe Casino SAS
100.00
100.00
FC
Dinetard SAS
100.00
100.00
FC
Sudéco SAS
100.00
100.00
FC
Uranie SAS
100.00
100.00
FC
50.48
50.48
FC
• Mercialys Group (listed company)
Mercialys SA
3
Company
% control
% interest
Consolidation
method
100.00
100.00
FC
Mercialys Gestion SAS
(6)
Corin Asset Management SAS
(6)
40.00
40.00
PC
La Diane SCI
(6)
100.00
100.00
FC
Point Confort SA
(6)
100.00
100.00
FC
SAS Les Salins
(6)
100.00
100.00
FC
SCI Centre Commercial Kerbernard
(6)
98.31
98.31
FC
SCI Caserne de Bonne
(6)
100.00
100.00
FC
SCI Timur
(6)
100.00
100.00
FC
SNC Agout
(6)
100.00
100.00
FC
SNC Géante Périaz
(6)
100.00
100.00
FC
SNC Dentelle
(6)
100.00
100.00
FC
SNC Chantecouriol
(6)
100.00
100.00
FC
Vendolone
(6)
100.00
100.00
FC
Plouescadis
100.00
100.00
FC
Sodérip SNC
100.00
100.00
FC
IGC Promotion SAS
100.00
100.00
FC
Onagan
100.00
100.00
FC
Alcudia Promotion
100.00
100.00
FC
99.95
99.95
FC
50.00
50.00
PC
100.00
100.00
FC
• Property development
SCI Les Halles des Bords de Loire
France – Other businesses
Banque du Groupe Casino SA
Casino Restauration SAS
Restauration Collective Casino SAS
100.00
100.00
FC
Villa Plancha
100.00
100.00
FC
Cdiscount SA
99.60
99.60
FC
100.00
100.00
FC
63.15
63.15
FC
100.00
100.00
FC
(3)
50.00
68.85
PC
40.13
40.13
PC
Barcelona
(4)
100.00
100.00
FC
Banco Investcred Unibanco
(4)
50.00
50.00
EM
Bartira Ltda
(4)
25.00
25.00
PC
Bellamar
(4)
100.00
100.00
FC
Bruxelas
(4)
100.00
100.00
FC
CBD Holland B.V.
(4)
100.00
100.00
FC
CBD Panamá Trading Corp.
(4)
100.00
100.00
FC
ECQD
(4)
100.00
100.00
FC
Globex FIDC
(4)
7.86
7.86
FC
Globex Utilidades (listed company)
(4)
52.41
52.41
FC
Miravalles – Financeira Itaù CBD – FIC
(4)
50.00
50.00
EM
Nova Casa Bahia
(4)
100.00
100.00
FC
INTERNATIONAL
Poland
Mayland (ex-Géant Polska)
Thailand
Big C group (listed company)
Argentina
Libertad SA
Brazil
Wilkes
• GPA group (listed company) (ex-CBD)
150
Company
3
% control
% interest
Consolidation
method
Novasoc Comercial Ltda
(4)
10.00
10.00
FC
Nova Experiência Pontocom
(4)
100.00
100.00
FC
PAFIDC
(4)
100.00
100.00
FC
PA Publicidade Ltda.
(4)
100.00
100.00
FC
PontoFrio.com Comercio Electronico
(4)
94.00
94.00
FC
Sendas Distribuidora
(4)
94.37
94.37
FC
Sé Supermercados Ltda
(4)
100.00
100.00
FC
Vancouver
(4)
100.00
100.00
FC
Vedra
(4)
100.00
100.00
FC
Xantocarpa Participações Ltda
(4)
100.00
100.00
FC
54.77
54.77
FC
Devoto
(5)
96.55
96.55
FC
Grupo Disco Uruguay
(5)
62.49
62.49
PC
Distribuidora de Textiles y Confecciones SA (DIDETEXCO)
(5)
94.00
94.00
FC
Patrimonio Autonomo San Pedro Plaza
(5)
51.00
51.00
FC
100.00
100.00
FC
5.00
5.00
FC
Bergsaar BV
100.00
100.00
FC
Casino International SAS
100.00
100.00
FC
Casino Ré SA
100.00
100.00
FC
Coboop BV
100.00
100.00
FC
Cofidol
100.00
100.00
FC
Géant Foncière BV
100.00
100.00
FC
Géant Holding BV
100.00
100.00
FC
Colombia
• Exito group (listed company)
Indian Ocean
Vindémia Group
FRENCH AND INTERNATIONAL HOLDING COMPANIES
Alaméa Investments
(7)
Géant International BV
100.00
100.00
FC
Gelase SA
100.00
100.00
FC
97.91
97.91
FC
Intexa (listed company)
Forézienne de Participations
100.00
100.00
FC
IRTS
100.00
100.00
FC
Latic
100.00
100.00
FC
Marushka Holding BV
100.00
100.00
FC
Pachidis SA
100.00
100.00
FC
Polca Holding SA
100.00
100.00
FC
Ségisor SA
100.00
100.00
FC
Tevir SA
100.00
100.00
FC
Theiadis SAS
100.00
100.00
FC
Spice Espana
100.00
100.00
FC
FC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method.
(1) The percentage interest corresponds to the percentages held by the Monoprix sub-group.
(2) The percentage interest corresponds to the percentages held by the Franprix-Leader Price sub-group.
(3) The Group holds 50% of Wilkes’ voting rights.
(4) The percentage interest corresponds to the percentages held by the GPA sub-group.
(5) The percentage interest corresponds to the percentages held by the Exito sub-group.
(6) The percentage interest corresponds to the percentages held by the Mercialys sub-group.
(7) Alaméa Investments is a Luxembourg société anonyme owned 95% by a bank and 5% by the Group. It is a special purpose entity and has been fully consolidated
due to the way it is structured.
152
FRANCE
COLOMBIA
BRAZIL
THAILAND
4
PARENT COMPANY
FINANCIAL STATEMENTS
AT 31 DECEMBER 2011
on the annual financial statements ......................................154
4.2. Financial statements ............................................................155
4.3. Notes to the income statement and balance sheet .............160
4.4. Five-year financial summaryy ................................................ 176
4.5. List of subsidiaries and associates ......................................177
4.6. Statutory Auditors’ special report on regulated
agreements and commitments with related parties .............180
4
PARENT COMPANY FINANCIAL STATEMENTS
Statutory Auditors’ Report on the annual financial statements
4.1.
Statutory Auditors’ Report on the annual
This is a free translation into English of the Statutory Auditors’ report issued in the French language and is provided solely
for the convenience of English-speaking readers. This report includes information specifically required by French law in such
reports, whether qualified or not. This information is presented below the opinion on the financial statements and includes
(an) explanatory paragraph(s) discussing the Auditors’ assessment(s) of certain significant accounting and auditing matters.
These assessments were made for the purpose of issuing an audit opinion on the financial statements taken as a whole and
not to provide separate assurance on individual account captions or on information taken outside the financial statements.
This report should be read in conjunction with, and is construed in accordance with French law and professional auditing
To the shareholders
In accordance with the terms of our engagement as Statutory Auditors to Casino, Guichard-Perrachon, we hereby present
our report for the year ended 31 December 2011 on:
■ our audit of the accompanying annual financial statements of Casino, Guichard-Perrachon;
■ the basis for our assessments;
■ the specific investigations and disclosures required by French law.
These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial
statements based on our audit.
I. Opinion on the financial statements
We conducted our audit in accordance with professional
standards applicable in France. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis
or using other selective methods, evidence supporting the
amounts and disclosures in the annual financial statements.
An audit also includes assessing the accounting principles
used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements present fairly in all
material respects the financial position and assets and liabilities
of the Company as at 31 December 2011 and the results of its
operations for the year then ended in accordance with French
generally accepted accounting principles.
II. Basis for our assessments
As required by article L. 823-9 of the French Commercial Code
(Code de commerce) on the basis for our assessments, we
draw your attention to the following matters:
Section 4.2.1 “Accounting policies” of the financial statements
describes the method used to determine the recoverable
amount of investments. Note 6 “Long-term investments”
discloses the year-end amounts and movements during the
year.
We reviewed the available documentation, assessed the
reasonableness of the estimates used and verified that the
notes to the financial statements provide adequate information
on the assumptions made by the Company.
Our assessments of these matters formed an integral part of
our audit of the financial statements taken as a whole and
therefore contributed to the opinion expressed in the first part
of this report.
III. Specific investigations and disclosures
We also carried out the specific investigations required
by French law in accordance with professional standards
applicable in France.
We have no matters to report as to the fair presentation and
the consistency with the financial statements of the information
given in the management report of the Board of Directors and
in the documents addressed to shareholders with respect to
the financial position and the financial statements.
As regards the disclosures made in accordance with the
requirements of article L. 225-102-1 of the French Commercial
Code (Code de commerce) on compensation and benefits paid
to and commitments made to directors and executive officers,
we have verified their consistency with the financial statements
or the data used to prepare the financial statements, and,
where applicable, the information obtained by your Company
from companies controlling it or controlled by it. Based on
our work, we believe the information provided is true and fair.
As required by law, we also verified that the requisite
disclosures concerning interests and controlling interests and
the identity of holders of share capital and voting rights were
made in the management report.
Neuilly-sur-Seine and Lyon, 30 March 2012
Gérard Badin
154
Sylvain Lauria
Daniel Mary-Dauphin
Financial statements
4
4.2.
Income statement
Income statement
€ millions
Notes
2011
2010
Operating income
1
169.8
166.6
Operating expense
1
(131.8)
(129.0)
38.0
37.6
2
194.0
125.1
232.0
162.7
Operating profit
Net financial income/(expense)
Recurring profit before tax
Net non-recurring income/(expense)
3
377.0
76.1
Income tax benefit
4
122.4
132.8
731.4
371.6
NET PROFIT
4
Balance sheet
Assets
2011
2010
Intangible assets
18.0
17.9
Depreciation and impairment
(1.6)
(1.2)
16.4
16.7
24.5
17.9
€ millions
Notes
FIXED ASSETS
5
Depreciation and impairment
5
Long-term investments (1)
Impairment
6
Total fixed assets
(5.7)
(7.5)
18.8
10.4
10,013.7
9,399.2
(43.4)
(17.5)
9,970.3
9,381.7
10,005.5
9,408.8
4,644.4
CURRENT ASSETS
Trade and other receivables (2)
7
5,484.7
Marketable securities
8
1.0
251.5
Cash
8
887.8
556.0
6,373.2
5,451.9
149.3
120.6
Accruals and other assets (2)
9
16,528.3
14,981.3
(1) o/w loans due within one year
TOTAL ASSETS
7.9
11.4
(2) o/w loans due beyond one year
5.0
-
Notes
2011
2010
Equity
10
7,612.4
7,218.5
Quasi-equity
11
600.0
600.0
Equity and liabilities
€ millions
Provisions
12
100.2
96.2
Borrowings
13
7,170.4
6,185.0
Trade payables
40.7
21.1
Accrued taxes and employee benefits expense
20.8
29.9
983.8
830.6
Other liabilities
Total liabilities (1)
14
8,215.7
7,066.6
16,528.3
14,981.3
Due within one year
2,913.0
1,971.9
3,057.2
3,699.2
2,245.5
1,395.5
TOTAL EQUITY AND LIABILITIES
(1) o/w:
156
4
Cash flow statement
€ millions
2011
2010
731.4
371.6
32.6
(93.7)
Elimination of non-cash items
• Depreciation, amortisation and provisions (other than on current assets)
• (Gains)/losses on disposal of fixed assets
Net cash provided by operations
(443.4)
(0.2)
320.6
277.7
Change in working capital requirement – operating activities
(693.1)
48.1
Net cash from operating activities
(372.5)
325.8
INVESTING ACTIVITIES
Purchases of fixed assets
(1,062.8)
(71.8)
Proceeds from disposals of fixed assets
748.3
60.4
Change in working capital requirement – investing activities
(10.3)
-
8.3
(2.6)
(316.5)
(14.0)
(307.7)
(292.2)
6.1
14.5
(36.6)
-
Change in loans granted
Net cash from investing activities
NET CASH FROM FINANCING ACTIVITIES
Dividends paid to shareholders
Proceeds from issuance of shares for cash
Purchases and sales of treasury shares
Proceeds from new borrowings
Repayments of borrowings
Net cash from financing activities
CHANGE IN CASH AND CASH EQUIVALENTS
1,419.4
481.6
(991.3)
(868.0)
89.9
(664.1)
(599.1)
(352.3)
Cash and cash equivalents at beginning of year
771.6
1,123.9
Cash and cash equivalents at year-end
172.5
771.6
4
Notes to the financial statements
4.2.1. Accounting policies
4.2.1.1. Significant events of the year
Financing transactions in 2011
On 18 May 2011, the Company issued €850 million in new
10-year, 4.726% bonds under its EMTN programme. A portion
of these bonds was exchanged for €300 million worth of
existing bonds originally maturing in February 2012, April 2013
and April 2014, paying annual interest of 6.00%, 6.375% and
4.875% respectively. The remaining bonds enabled the Group
to raise €530 million in additional funds.
On 31 August 2011, the Company obtained a USD 900 million
(about €630 million) credit facility from a pool of nine
international banks. Drawdowns on the facility totalled
€232 million at 31 December 2011.
On 27 September 2011, the Company issued €600 million
in new 4½-year (due 2016), 4.472% bonds under its EMTN
programme.
During the year, the Company repaid €595 million of bonds
and bank loans.
The GPA group
As from end-May 2011, articles began to emerge in the
shareholder of Carrefour. Such a merger would constitute a
breach of the shareholder agreements signed in 2006 between
the Diniz family and Casino relating to their jointly-controlled
company Wilkes.
Consequently, on 30 May and 1 July 2011, Casino filed two
requests for arbitration with the International Chamber of
Commerce against the Diniz group stating that any project
involving GPA’s future must take place in strict compliance with
the shareholders’ agreement entered into on 27 November
2006 concerning their jointly-controlled company Wilkes, which
is GPA’s holding company. The two arbitration proceedings
have been joined.
unanimously agreed, with the exception of Abilio Diniz who
158
These events did not result in any changes in GPA’s control,
which continues to be exercised by Wilkes in accordance
with the Wilkes and GPA shareholders’ agreements signed
on 27 November 2006 and 20 December 2006 respectively.
The costs incurred by the Group in defending its Brazilian
interests were accounted for as “Other non-recurring
expenses”.
As regards the dispute over the organisation and operation
of Geimex, a company owned jointly and equally by Casino
and the Baud family that owns the international rights to the
Leader Price brand, an acting director appointed by the Paris
commercial court has been managing the Company since
May 2008. The disputes between the two shareholders mainly
involve Casino’s disposal of Leader Price Polska in 2006 and
the Baud family’s Swiss activities. A ruling was delivered by
the arbitration board on 23 December 2011 and the criminal
proceedings taken by both parties against each other are
ongoing.
In its ruling of 23 December 2011, the arbitration board
held that Casino’s failure to notify the Baud family, which it
acknowledged was in no way intentional, had caused the
Baud family to sustain an €7 million opportunity loss. Casino
was ordered to pay this sum to the Baud family less the
amount of €1 million to be paid by the Baud family to Casino
in reimbursement of arbitration costs. The €(7) million was
recorded in “Other non-recurring expenses” and the €1 million
reimbursement in “Other non-recurring income”.
4.5.1.2. Significant accounting policies
Generalities
The financial statements have been prepared in accordance
with French generally accepted accounting principles (1999
general chart of accounts, approved by decree of 22 June
1999), applied consistently from one period to the next.
Intangible assets
In accordance with standard CRC 2004-01 of 4 May 2004,
the deficit arising from merger transactions due to technical
reasons is automatically recognised in intangible assets.
Intangible assets are stated at cost and primarily correspond
to goodwill, software and technical deficits arising from merger
transactions.
Where appropriate, goodwill is written down to its fair value,
determined based on earnings outlooks for the entities
concerned.
Software is depreciated over a period of three years.
Property, plant and equipment are stated at cost.
Depreciation is calculated using the straight-line or reducing
balance method, with residual values deemed to be zero.
Accelerated capital allowances, corresponding to the difference
between depreciation expense calculated by the reducing
balance method for tax purposes and that calculated by the
straight-line method, are recorded under provisions.
The main depreciation periods are as follows:
Asset category
Buildings
4
Marketable securities figures are in the audit at their acquisition
value.
Marketable securities are stated at the lower of cost and
probable realisable value.
In the case of treasury shares, probable realisable value
corresponds to the average share price for the last month
of the year.
Treasury shares held for allocation to employees on the
exercise of stock options are written down on a plan-by-plan
basis if their carrying amount exceeds the option exercise price.
Probable realisable value of other categories of marketable
securities also corresponds to the average market price for
the last month of the year.
Receivables
Receivables are stated at their nominal value. Provisions are
booked to cover any default risks.
Depreciation period
40 years
Fixtures, fittings and refurbishments
5 to 12 years
Equipment
5 to 10 years
The depreciable amount is the cost of property, plant and
equipment with a nil residual value.
Property, plant and equipment acquired through mergers or
asset transfers are depreciated over the remaining depreciation
period applied by the Company that originally held the assets
concerned.
Long-term investments
Investments in subsidiaries and associates are stated at the
lower of cost and fair value. However, treasury shares recorded
under long-term investments are not remeasured to fair value
when the Company intends to cancel them.
Fair value is determined using a number of indicators, including
(i) Casino, Guichard-Perrachon’s equity in the underlying net
assets of the companies concerned at the balance sheet
date; (ii) profitability criteria; (iii) earnings outlooks; (iv) the
share price for listed companies; and (v) the usefulness of the
companies for the Group. Further information on investments in
subsidiaries and associates is provided in Note 6 – Long-term
investments.
A similar method of determining fair value is also used where
appropriate for the Company’s other long-term investments.
In accordance with opinion no. 2007-C issued by the CNC’s
Emerging Accounting Issues Committee on 15 June 2007,
Casino, Guichard-Perrachon has elected to capitalise
transaction costs on the acquisition of long-term investments
and defer them over a period of five years.
Exchange differences on translating foreign
operations
Assets and liabilities denominated in foreign currencies are
translated into euros at the rate prevailing on the balance sheet
date and gains or losses arising on translation are recorded
in the balance sheet under “Unrealised exchange gains” or
“Unrealised exchange losses”. A provision is recorded for
unrealised exchange losses.
Provisions
In accordance with CRC standard 2000-06 relating to liabilities,
the Company records a provision to cover its obligations to
third parties where the settlement of the obligation is expected
to result in an outflow of resources embodying economic
benefits for the third party and where the amount concerned
can be estimated with sufficient reliability.
The Company grants its employees retirement bonuses,
determined on the basis of length of service.
In accordance with CNC recommendation 2003 R-01, the
projected benefit obligation representing the full amount of the
employees’ accrued entitlements is recognised in the balance
sheet as a provision. The amount set aside is calculated
using the projected unit credit method, taking into account
payroll taxes.
Actuarial gains and losses on retirement benefit obligations
are recognised in profit by the corridor method. This method
consists of recognising a specified portion of the net cumulative
actuarial gains and losses that exceed the greater of (i) 10% of
the present value of the defined benefit obligation and (ii) 10%
of the fair value of any plan assets. The portion of actuarial
gains and losses recognised for each defined benefit plan is
the excess that fell outside the 10% “corridor” at the previous
reporting date, divided by the expected average remaining
working lives of the employees participating in that plan.
The Company has also set up stock option and share grant
plans for executives and employees.
4
Notes to the income statement and balance sheet
A liability is recognised when it is probable that the Company
will allot existing shares to plan beneficiaries measured on the
probable outflow of economic benefits, which is the probable
cost of purchasing the shares if they are not already held by the
Company or their “entry cost” on the date of their allocation to
the plan. If the stock options or stock awards are contingent
upon the employee’s presence in the Company for a specific
period, the liability is deferred over the vesting period.
No liability is recognised for plans settled in new shares. No
liability is recognised if the Company has not yet decided at the
year-end whether to settle the plans in new or existing shares.
Other provisions concern specifically identified liabilities and
charges.
losses arising on interest rate hedges are recognised in the
income statement on an accruals basis.
Recurring profit
Recurring profit includes all income and expense relating to
the Company’s ordinary activities.
Non-recurring income and expense result from events or
transactions that do not relate to Casino, Guichard-Perrachon’s
ordinary activities as a holding company in view of their nature,
frequency or amounts.
Income tax expense
Currency and interest rate instruments
The Company uses various financial instruments to reduce
its exposure to currency and interest rate risks. The nominal
amounts of forward contracts entered into by the Company
are included in off-balance sheet commitments. Gains and
Casino, Guichard-Perrachon is the head of a tax group that
includes the majority of its subsidiaries (310 at 31 December
2011). Each company in the tax group accounts for taxes as
if it were taxed on a stand-alone basis.
4.3.
Note 1. Operating profit
Breakdown
€ millions
Revenue from services (excluding VAT)
Other revenue
Provision and impairment reversals
Operating income
Purchases and external charges
2011
2010
161.0
153.7
7.6
9.0
1.2
3.9
169.8
166.6
(101.6)
(98.3)
Taxes other than on income
(3.2)
(3.6)
(22.9)
(22.5)
• non-current assets
(2.3)
(1.8)
• provisions for contingencies
(1.3)
(2.3)
Additions to depreciation, amortisation, impairment and provisions:
Other expenses
Operating expense
OPERATING PROFIT
(0.5)
(0.5)
(131.8)
(129.0)
38.0
37.6
Expense transfers break down as follows:
2011
2010
Purchases and external charges
7.7
0.7
5.6
1.0
Additions to depreciation, amortisation and provisions
2.0
0.1
15.3
1.8
€ millions
EXPENSE TRANSFERS
160
4
Revenue from services (excluding VAT)
2011
€ millions
Seconded employees
Brand royalties
2010
6.4
6.3
52.7
52.7
Other
101.9
94.7
REVENUE FROM SERVICES (EXCLUDING VAT)
161.0
153.7
As the parent and holding company for Groupe Casino, Casino, Guichard-Perrachon’s revenue mainly corresponds to royalties
received from subsidiaries for the use of trademarks and brands owned by the Company, as well as management fees billed
to subsidiaries.
Casino, Guichard-Perrachon generates 98% of its revenue with companies based in France.
Average number of employees
Number of employees
2011
2010
41
40
Supervisors
2
2
Other
1
-
44
42
2011
2010
-
149.7
• Immobilière Groupe Casino
71.5
98.2
• Théiadis
18.5
-
Managers
TOTAL
Note 2. Net financial income/(expense)
€ millions
Income from investments in subsidiaries and associates:
• Distribution Casino France
• Monoprix
64.3
55.8
• Vindémia
125.1
25.1
-
12.6
7.8
-
54.7
-
• Plouescadis
• Green Yellow
• Spice Investment Mercosur
• Others
Total
Other investment income
Provision and impairment reversals
Net income from disposals of marketable securities
Financial income
4.1
7.0
346.0
348.4
0.2
0.5
459.4
222.9
2.7
2.5
1.4
1.2
809.7
575.5
(261.0)
(257.0)
(82.3)
(13.9)
(257.9)
(174.6)
14.5
(4.9)
(615.7)
(450.4)
194.0
125.1
Interest expense:
• Bonds
• Additions to amortisation and provisions
• Other financial expense
• Net expenses on disposals of marketable securities
Financial expense
NET FINANCIAL INCOME/(EXPENSE)
4
Other financial income and expense mainly comprised interest
on current accounts with subsidiaries and gains and losses on
interest-rate hedges. In 2011, it also included a cash balance
of €123.0 million arising from unwinding the interest rate swaps
contracted to hedge 2017 to 2021 bonds.
Purchases and sales of treasury shares resulted in a loss of
€13.2 million at end 2011.
The main movements in provisions in 2011 were as follows:
■
provision for impairment of Casino Entreprise shares
(€11.3 million) and Banque Casino shares (€13.0 million);
■
provision for amortisation of bond redemption premiums
(€16.2 million);
■
provision for foreign exchange losses (€29.4 million).
The main movement in provisions and impairment in 2010 was a €12.6 million provision for amortisation of bond redemption
premiums.
Note 3. Non-recurring income/(expense)
€ millions
Net gains/(losses) on disposals of intangible assets and property, plant and equipment
2011
2010
-
0.2
Net gains/(losses) on disposals of investments in subsidiaries and associates
419.4
-
(Gains)/losses on disposal of non-current assets
419.4
0.2
Provision expense
(7.7)
(11.1)
Provision reversals
39.7
104.1
(82.9)
(17.8)
Other non-recurring expense
Other non-recurring income
NET NON-RECURRING INCOME/(EXPENSE)
In 2011, net non-recurring income mainly comprised:
■
gain on the disposal of a 50% interest in Banque Casino
(€74.7 million net of expenses);
■
gain on the disposal of Spice Investment Mercosur shares
(€344.8 million net of expenses);
8.5
0.7
377.0
76.1
In 2010, net non-recurring income mainly comprised a reversal
of the provision for potential repayment of recognised tax
savings to subsidiaries.
Note 4. Income tax (expense)/benefit
2011
2010
Recurring profit
232.0
162.7
377.0
76.1
Profit before tax
609.0
238.8
Group relief
122.4
132.8
Income tax benefit
122.4
132.8
NET PROFIT
731.4
371.6
€ millions
162
Casino Guichard-Perrachon is the head of the French tax
group and would not have been taxable had it not elected
for group tax relief. Group relief recorded by the Company
corresponds to tax savings arising from netting off the profits
and losses of the companies in the tax group.
4
The tax group had €4.4 million of tax loss carryforwards under
the group relief agreement at 31 December 2011.
At that date, timing differences between book income and
expenses and income and expenses for tax purposes gave
rise to an unrecognised deferred tax asset of €16.5 million.
As head of the tax group, Casino Guichard-Perrachon had
no tax liability at 31 December 2011.
Note 5. Intangible assets and property, plant and equipment
Breakdown
€ millions
2011
2010
Goodwill
16.1
16.0
1.9
1.9
Other intangible assets
Impairment
Intangible assets
Land and land improvements
Depreciation
(1.6)
(1.2)
16.4
16.7
16.4
16.7
0.6
0.6
(0.1)
-
0.5
0.6
2.6
2.5
(1.2)
(1.1)
1.3
1.4
Other property, plant and equipment
21.3
14.8
Depreciation
(4.4)
(6.4)
16.9
8.4
18.8
10.4
TOTAL INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT, NET
35.2
27.1
Buildings, fixtures and fittings
Depreciation
€ millions
Cost
Amortisation,
depreciation and
impairment
At 1 January 2010
30.4
(4.8)
25.6
5.4
(3.9)
1.5
-
-
-
At 31 December 2010
35.8
(8.7)
27.1
Increases
10.3
(4.4)
5.9
Decreases
(3.6)
5.8
2.2
AT 31 DECEMBER 2011
42.5
(7.3)
35.2
Increases
Decreases
Net
The increase was mainly due to fitting out work at the Company’s registered and head offices.
4
Note 6. Long-term investments
Breakdown
€ millions
Investments in subsidiaries and associates
Impairment (1)
Loans
2011
2010
9,990.0
9,367.1
(43.4)
(17.5)
9,946.6
9,349.6
23.1
31.5
-
-
23.1
31.5
0.6
0.6
Impairment
Other
Impairment
LONG-TERM INVESTMENTS
-
-
0.6
0.6
9,970.3
9,381.7
(1) In accordance with the accounting policies described in the section on Significant Accounting Policies, at 31 December 2011 the Company measured the fair value
of its investments in subsidiaries based either on market value, as assessed by an independent valuer where appropriate, or on value in use determined by the
discounted cash flows method.
Value in use determined by the discounted cash flows method is based on after-tax cash flows and using the following rates.
Parameters used for internal calculations of 2011 values in use
Region
France (retailing) (3)
France (other)
(3)
Perpetual
growth rate (1)
After-tax
discount rate (2)
-
6.0% to 9.0%
- 0.5% to +0.5%
6.0% to 8.7%
Argentina
0.5%
18.3%
Colombia (4)
0.5%
9.5%
Uruguay
0.5%
11.8%
Thailand (4)
0.5%
7.8%
Vietnam
0.5%
16.0%
-
6.0% to 11.7%
Indian Ocean (5)
(1) The perpetual growth rate used is between -0.5% and +0.5% depending on the business.
(2) The discount rate used is the weighted average capital cost (WACC) for each country. WACC is calculated by taking account of the sector’s indebted beta, the
historical observed market risk premium and the Group’s cost of debt.
(3) For the French retailing businesses, the discount rate is either stable or higher compared to 2010 and also takes account of the CGU’s type of business/banner
and the associated operational risks.
(4) The market capitalisation of listed subsidiaries Big C and Exito was €2,346 million and €4,536 million respectively at 31 December 2011.
(5) The Indian Ocean region includes Réunion, Mayotte, Madagascar and Mauritius. The discount rates used reflect the risks inherent in each of these geographical areas.
The 2011 impairment testing resulted in a net impairment
charge of €25.9 million, bringing total impairment up to
€43.4 million at 31 December 2011.
In view of the positive difference between values in use and
carrying amounts, the Group believes that on the basis
of reasonably foreseeable events, any changes in the key
assumptions set out above would not lead to the recognition of
an additional impairment loss. For example, a 100-basis point
164
increase in the discount rate or a 25-basis point decrease in
the perpetual growth rate used to calculate terminal value or
a 50-basis point decrease in the EBITDA margin for the cash
flow projection used calculate the terminal value would not
have led to the recognition of an impairment loss.
A list of the Company’s subsidiaries and associates is provided
at the end of this document.
4
€ millions
At 1 January 2010
Increases
Decreases
Cost
Amortisation
and impairment
Net
9,390.6
(18.0)
9,372.6
118.5
(1.0)
117.5
(109.9)
1.5
(108.4)
At 31 December 2010
9,399.2
(17.5)
9,381.7
Increases
1,053.8
28.4
1,025.4
Decreases
(439.3)
2.5
(436.8)
10,013.7
(43.4)
9,970.3
AT 31 DECEMBER 2011
Increases in long-term investments in 2011 correspond
mainly to:
Decreases in long-term investments in 2011 included:
■
■
the acquisition of a 40% interest in Banque Casino from
Laser Cofinoga (€82.3 million);
sale of 50% of Banque Casino shares (€11.7 million) on a
“first in – first out” basis;
■
■
subscription to share issues made by Casino Entreprise
(€270.8 million), Via Artika (€149.2 million) and Géant
Argentina (€15.6 million);
the Spice Investment Mercosur capital reduction
(€111.7 million) and sale of Spice Investment Mercosur
shares to Exito (€181.1 million);
■
■
the increase in Géant Holding BV shares (€533.6 million).
reimbursement of issue premiums by Géant Holding BV
(€125.0 million);
■
repayment of the loan granted to Banque Casino (€9.0 million).
Note 7. Trade and other receivables
€ millions
Trade receivables
Other operating receivables
Other receivables
Provisions for impairment of other receivables
Current account advances
TRADE AND OTHER RECEIVABLES
Trade and other receivables included €207.4 million in accrued
income, primarily corresponding to:
■
Casino, Guichard-Perrachon’s share of the 2011 profits of
companies whose by-laws provide for profit to be distributed
as of the balance sheet date (€72.1 million);
■
accrued interest on hedging instruments (€71.7 million);
■
2011
2010
111.2
100.2
3.8
2.2
178.7
381.3
(3.2)
-
5,194.2
4,160.7
5,373.5
4,544.2
5,484.7
4,644.4
accrued interest on current account advances (€60.5 million).
In 2010, accrued income totalled €200.0 million.
All of the Company’s trade and other receivables are due
within one year.
4
Note 8. Net cash and cash equivalents
€ millions
Mutual fund units
Treasury shares
Cash
2011
2010
1.0
251.1
-
0.4
1.0
251.5
887.8
556.0
Bank overdrafts
(229.1)
(6.2)
Commercial paper issued (1)
(452.4)
(27.7)
Short-term credit facilities
Total short-term bank credit facilities
NET CASH AND CASH EQUIVALENTS
(34.8)
(2.0)
(716.3)
(35.9)
172.5
771.6
2011
2010
(1) Rollover notes due in under 6 months.
The fair value of mutual fund units approximates their carrying amount.
Treasury shares
Treasury shares
NUMBER OF SHARES HELD
At 1 January
Shares purchased
Shares sold
AT 31 DECEMBER
6,928
85,000
3,280,098
2,205,534
(3,287,026)
(2,283,606)
-
6,928
0.4
4.4
VALUE OF SHARES HELD (€ millions)
At 1 January
Shares purchased
Shares sold
227.8
140.9
(228.2)
(144.9)
AT 31 DECEMBER
-
0.4
Average purchase price per share (€)
-
51.8
% of share capital
-
0.01
Underlying net assets (€ millions)
-
0.4
In February 2005, Casino Guichard-Perrachon signed a liquidity
contract with Rothschild & Cie Banque authorising Rothschild
& Cie to trade in the Company’s shares on Euronext Paris in
order to ensure a liquid market for the shares. The Company
allocated 700,000 ordinary shares and the sum of €40.0 million
to the liquidity account. At 31 December 2011, no Casino,
Guichard-Perrachon shares were held under the contract.
Note 9. Total accruals and other assets
€ millions
Bond issue premium
Prepaid expenses
Unrealised exchange losses
TOTAL ACCRUALS AND OTHER ASSETS
2011
2010
119.0
117.0
7.1
2.2
23.2
1.4
149.3
120.6
Bond issue premiums are amortised on a straight-line basis over the life of the bonds.
The increase in bond issue premium was due to the bond exchange transactions described in Note 13.
166
4
Note 10. Equity
Changes in equity, before and after appropriation of net profit
2011
2010
169.3
169.3
3,896.5
3,926.9
• before appropriation of net profit
17.1
17.1
• after appropriation of net profit
17.1
17.1
207.5
207.5
56.4
56.4
56.4
56.4
2,530.8
2,466.8
2,930.3
2,530.7
731.4
371.6
€ millions
Share capital
Additional paid-in capital
Legal reserve:
Available reserves
Special long-term capital gains reserve:
Retained earnings:
-
-
3.4
2.9
7,612.4
7,218.5
7,280.5
6,910.8
Untaxed provisions
EQUITY
Changes in equity
€ millions
At 1 January
Profit for the period
Dividend payout for the prior year
2010
7,124.0
731.4
371.6
(307.5)
(292.2)
Issuance of new shares
0.7
0.5
Increase in additional paid-in capital
5.4
15.8
(36.1)
(1.2)
7,612.4
7,218.5
Other movements
AT 31 DECEMBER
The increase in share capital and additional paid-in capital
stemmed from:
■
105,332 shares issued on exercise of stock options;
■
8,000 shares granted on 8 April 2011 under the share grant
plan of 8 April 2009;
■
2011
7,218.5
6,517 shares granted on 14 April 2011 under the share grant
plan of 14 April 2008;
■
358,798 shares granted on 8 October 2011 under the share
grant plan of 8 April 2009;
■
5,135 shares granted on 14 October 2011 under the share
grant plan of 14 April 2008.
Other movements mainly comprised the cancellation of
505,993 shares authorised by the Board of Directors on
13 May 2011.
4
Movements in share capital and the number of shares
2011
2010
At 1 January
110,668,863
110,360,987
Share grants
378,450
51,550
Shares issued on exercise of stock options
Shares issued to minority shareholders in connection with mergers
AT 31 DECEMBER
105,332
281,725
(505,993)
(25,445)
-
46
110,646,652
110,668,863
At 31 December 2011, the share capital was divided into 110,646,652 ordinary shares with a par value of €1.53 each.
Potential dilution
Number of shares at 31 December
2011
2010
110,646,652
110,668,863
744,273
1,009,780
Share equivalents:
• Exercise of stock options
• Share grants
TOTAL NUMBER OF POTENTIAL SHARES
784,610
836,003
112,175,535
112,514,646
Note 11. Quasi-equity
In 2005, Casino, Guichard-Perrachon issued €600 million worth
of deeply subordinated perpetual bonds (TSSDI). As these
bonds are undated, they are classified as quasi-equity. They
are direct commitments with no collateral and are subordinated
to all other liabilities.
168
Accrued interest on the bonds is included under “Miscellaneous
borrowings”.
4
Note 12. Provisions
Breakdown
2011
€ millions
2010
Provisions for foreign exchange losses
30.7
1.4
Provision for other liabilities
47.7
74.2
Provisions for charges
21.8
20.6
100.2
96.2
2011
2010
At 1 January
96.2
193.9
Additions
42.4
9.0
Reversals (1)
(38.4)
(106.7)
At 31 December
100.2
96.2
-
(1.6)
TOTAL
Provisions for other liabilities and provisions for charges primarily correspond to:
■
specifically identified liabilities and charges;
■
risks related to the negative equity position of certain subsidiaries.
€ millions
o/w operating
o/w financial
o/w non-recurring
TOTAL
34.3
(0.3)
(30.3)
(95.8)
4.0
(97.7)
(1) Including reversals of surplus provisions totalling €21.8 million in 2011 and €126.6 million in 2010.
Retirement obligations
Provision at
1 January 2011
Movement for
the period
Provision at
31 December
2011
Unrecognised
actuarial gains
and losses
Obligation at
31 December
2011
1.5
1.5
3.0
(0.7)
2.3
-
-
-
-
-
PROVISION
1.5
1.5
3.0
(0.7)
2.3
Provision movements
Interest cost
Benefit/
contributions
paid
-
1.3
Provision for retirement obligations
€ millions
Projected benefit obligation
€ millions
Projected benefit obligation
■
Cost
for the
period
Expected
return
on plan
assets
Movement
for the
period
0.2
-
1.5
-
1.5
-
-
-
-
-
-
-
PROVISION
-
1.3
0.2
-
1.5
-
1.5
The main actuarial assumptions used in 2011 to calculate the
benefit obligation were as follows:
■
Service
cost
Recognised
actuarial
gains and
losses
discount rate: 4.54% (determined by reference to the
Bloomberg 15-year AA corporate composite index);
■
retirement age: 64;
■
expected return on plan assets 3.64%;
■
mortality table: TGH05/TGF05;
■
payroll taxes: 38%.
rate of future salary increases: 2.5%;
4
Note 13. Borrowings
Breakdown
€ millions
Bonds
Other borrowings
Spot loans and confirmed credit facilities
Bank overdrafts
Sub-total
Miscellaneous borrowings
TOTAL BORROWINGS
2011
2010
5,474.5
4,777.1
183.5
313.8
34.8
2.0
681.5
33.9
6,374.3
5,126.8
796.1
1,058.2
7,170.4
6,185.0
Maturity of borrowings
2011
2010
Due within one year
1,889.2
1,127.5
3,035.7
3,662.0
2,245.5
1,395.5
TOTAL
7,170.4
6,185.0
€ millions
Net debt
€ millions
Total borrowings
2011
2010
7,170.4
6,185.0
(1.0)
(251.5)
Cash
(887.8)
(556.0)
NET DEBT
6,281.6
5,377.5
Total borrowings include €201.2 million in accrued interest.
170
4
Breakdown of borrowings
Interest rate
2012 bonds
Effective
interest
rate
€ millions
Term
Due
6.24%
413.0
10 years
February 2012
8.03%
164.5
3 years
August 2012
Amount
Fixed rate
2002-2012
6.00%
2012 bonds
Hedging (1)
FRB
FRL
Fixed rate
2009-2012
7.88%
2013 bonds
Fixed rate
2008-2013
6.38%
2014 bonds
6.36%
544.0
5 years
April 2013
5.19%
578.4
7 years
April 2014
Fixed rate
2007-2014
4.88%
2015 bonds
5.50%
2016 bonds
FRL
FRB
Fixed rate
2009-2015
FRL
FRB
FRL
FRB
5.60%
750.0
6 years
January 2015
FRL
4.58%
600.0
5 years
April 2016
Not hedged
5.85%
887.8
7 years
February 2017
Not hedged
5.25%
507.7
8 years
November 2018
FRL
5.13%
850.0
10 years
May 2021
Not hedged
6 years
June 2013
FRL
Fixed rate
2011-2016
4.47%
2017 bonds
Fixed rate
2010-2017
4.38%
2018 bonds
Fixed rate
2010-2018
4.48%
2021 bonds
FRB
Fixed rate
2011-2021
4.73%
TOTAL BONDS
5,295.4
Calyon structured loan
Variable rate
TOTAL BANK BORROWINGS
183.5
183.5
(1) FRB (fixed rate borrower) – FRL (fixed rate lender).
Other
Amount
€ millions
Spot loans and confirmed credit facilities
34.8
Bank overdrafts
229.1
Commercial paper
Miscellaneous borrowings
452.4
(1)
774.0
Accrued interest
201.2
TOTAL OTHER BORROWINGS
1,691.5
(1) Including Gelase loan for €153.2 million, Marushka BV loan for €315.5 million and Polca Holding loan for €300 million.
Liquidity risk
Casino Guichard-Perrachon had confirmed credit facilities totalling €2,460.6 and available cash of €172.5 million at 31 December
2011, ensuring that it has sufficient liquidity to meet its needs.
Confirmed bank lines of credit
Amount of the facility
Drawdowns
Due
Syndicated lines of credit (1)
Variable rate
1,895.6
231.9
2014-2015
Confirmed bank lines of credit
Variable rate
295.0
-
2012
Variable rate
150.0
-
2013
Variable rate
120.0
-
2014
2,460.6
231.9
TOTAL
(1) Includes the €1,200 million syndicated line of credit renewed in August 2010 for five years and the USD 900 million line due 2014.
4
The Company’s loan and bond agreements include the
customary covenants and default clauses, including pari passu,
negative pledge and cross-default clauses.
€4,304 million, contain a coupon step-up clause increasing the
interest rate should Casino, Guichard-Perrachon SA’s long-term
senior debt rating be downgraded to non-investment grade.
Bonds placed on the euro market do not include any covenants
related to financial ratios.
At 31 December 2011, Casino, Guichard-Perrachon’s main
covenants were as follows:
At 31 December 2011, the consolidated net debt to consolidated EBITDA ratio stood at 2.40 compared with a minimum
requirement of 3.5. The Group considers that it can comply
comfortably with its covenants over the next twelve months.
■
the €1.2 billion syndicated credit line renewed in August
2010, the USD 900 million club deal obtained in August 2011
and confirmed credit lines totalling €170 million are subject
to a consolidated net debt (2) to consolidated EBITDA (1)
ratio of <3.5;
■
the other confirmed credit lines totalling €320 million are
subject to a consolidated net debt to consolidated EBITDA
ratio of <3.7;
■
the Calyon €183.5 million structured loan is subject to a
consolidated net debt to consolidated EBITDA ratio of <4.3.
Some of the loan agreements, in an aggregate principal amount
of €4,882 million, contain an acceleration clause at the lender’s
discretion should Casino, Guichard-Perrachon SA’s long-term
senior debt rating be downgraded to non-investment grade due
to a change of majority shareholder. In this case, the Company
would be obliged to pay the relevant loans on demand.
Other loan agreements, in an aggregate principal amount
Note 14. Other liabilities
€ millions
Related companies
2011
2010
902.6
725.6
Other liabilities
54.7
70.2
Deferred income
26.5
34.8
OTHER LIABILITIES
• o/w due within one year
• o/w loans due beyond one year
983.8
830.6
962.3
793.4
21.5
37.2
Other liabilities include €35.8 million in accrued expenses.
(1) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit plus operating depreciation and amortisation.
(2) Net debt as defined in the loan agreements is not the same as net debt recognised in the consolidated financial statements. It corresponds to
borrowings and financial liabilities less cash and cash equivalents, as increased or reduced by the net impact of fair value hedges of debt with a
positive or negative fair value.
172
4
Note 15. Transactions and balances with related companies
€ millions
2011
2010
8,915.9
8,363.2
-
-
ASSETS
Investments in subsidiaries and associates
Loans and advances to subsidiaries
Trade receivables
108.7
97.9
5,142.9
4,130.4
805.0
1,080.7
11.6
10.8
900.0
719.9
Financial income
72.1
46.4
Financial expense
50.1
35.8
281.7
292.3
2011
2010
Other related companies
LIABILITIES
Borrowings
Trade payables
Other related companies
INCOME STATEMENT
Dividends
Related companies correspond solely to Group companies that are fully consolidated.
Note 16. Off-balance sheet commitments
Commitments entered into in the ordinary course of business
€ millions
Bonds and guarantees received from banks
0.3
-
Undrawn confirmed lines of credit
2,228.7
1,640.1
Total commitments received
2,229.0
1,640.1
Bonds and guarantees given (1)
806.3
1,294.7
Repayment to loss-making subsidiaries of the tax saving arising from group tax relief (2)
231.5
135.7
Other commitments given
31.0
-
Total commitments given
1,068.8
1,430.4
Interest rate hedges – nominal amount (3)
5,131.9
7,084.7
Interest rate swaps
5,131.9
6,959.7
Caps
-
125.0
Other reciprocal commitments
-
0.2
5,131.9
7,084.9
TOTAL RECIPROCAL COMMITMENTS
(1) Including €726.1 million concerning related companies at 31 December 2011.
(2) See Note 4.
(3) Financial instruments are used solely for hedging purposes.
At 31 December 2011, the fair value of these instruments totalled €154.0 million, breaking down as follows:
Type of instrument
Number of contracts
Fair value
O/w accrued interest and premiums
recognised in the balance sheet
Interest rate swaps
58
154.0
50.7
Aggregate accrued training rights under the “Droit Individuel à la Formation” (D.I.F.) system represented 2,999 hours at
31 December 2011. At 31 December 2010, the total was 2,516 hours. The number of hours used during the year was not
material.
4
Other commitments
€ millions
2011
2010
33.8
35.2
Seller’s warranty given in connection with the disposal of:
• Polish businesses (1)
• Smart & Final shares
3.8
3.7
Total commitments given
37.6
38.9
Written put options (2)
75.1
1,294.3
(3)
1,225.0
75.1
69.3
Monoprix
Uruguay (4)
Brazil
(5)
TOTAL RECIPROCAL COMMITMENTS
-
-
75.1
1,294.3
(1) The Group gave the customary warranties to the buyers of its Polish businesses in 2006. Casino gave the buyer of its interest in Leader Price Polska a seller’s
warranty covering any risks pre-dating the sale that were not covered by provisions in the balance sheet. The amount of the warranty was capped at €17 million and
was valid for 18 months. The amount for tax-related risks is capped at €50 million and is valid for a period corresponding to the statute of limitations.
Following a claim under this warranty, in September 2009 the arbitration board ordered the Group to pay and recognise as a liability the sum of €14 million. Casino
has appealed against this ruling. The residual risk of €36 million is purely theoretical as Leader Price Polska has already been subject to two tax audits during the
warranty period.
(2) Under the terms of the option contracts, the exercise price of written put and call options may be determined using earnings multiples, based on the latest
published earnings for options exercisable at any time and earnings forecasts or projections for options exercisable as of a given future date. In many cases, the put
option written by the Group is matched by a call option written by the other party. For these options, the value shown corresponds to that of the written put.
(3) On 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspends the exercise of their
respective put and call options on Monoprix shares for three years.
As a result, Casino’s call on 10% of Monoprix’s outstanding shares and Galeries Lafayette’s put on 50% of Monoprix’s capital are exercisable only as of 1 January
2012. The other terms of exercise remain unchanged. The other terms of the March 2003 strategic agreement remain unchanged.
In view of the post-balance sheet events described in Note 21, the value of Galeries Lafayette’s put on 50% of Monoprix’s capital is not provided.
(4) Disco Uruguay: Groupe Casino has granted a put option on 29.3% of Disco’s capital to the family shareholders. The option is exercisable until 21 June 2021 at a
price based on the Disco sub-group’s consolidated operating profit, with a floor of USD 41 million plus interest at 5% per year.
(5) Groupe Casino has granted the Diniz family, with whom it exercises joint control over GPA in Brazil, two put options on shares in GPA’s head holding company,
covering 0.4% and 7.6% of GPA’s share capital respectively. The first option is exercisable as of 2012 should the Casino exercise its right to elect the Chairman of
the Board of Directors of the head holding company in that year. If the first put option is exercised, the second will become exercisable for a period of eight years
as of June 2014 at a price based on market multiples applied to GPA’s sales, EBITDA, EBITA and pre-tax profit for the two years preceding exercise of the option.
The Group has a call option on the shares covered by the first put option representing 0.4% of GPA’s share capital at a price of USD 11 million, subject to certain
conditions.
Maturities of contractual commitments
Payments due by period
€ millions
Long-term borrowings
Non-cancellable written puts
TOTAL
Total
Due within
one year
Due in one
to five years
Due beyond
five years
7,170.4
1,889.2
3,035.7
2,245.5
75.1
75.1
7,245.5
1,964.3
3,035.7
2,245.5
Note 17. Currency risk
€ millions
Assets
Liabilities
Net position before hedging
Off-balance sheet positions
NET POSITION AFTER HEDGING
Note 18. Equity risk
Casino, Guichard-Perrachon did not hold any treasury shares at 31 December 2011.
174
USD
1,231.4
(305.9)
925.5
97.1
1,022.6
4
Note 19. Compensation and benefits paid to directors and officers
€ millions
Compensation paid
Loans and advances
2011
2010
1.8
1.8
-
-
Note 20. Consolidation
Casino, Guichard-Perrachon is consolidated by Rallye SA.
Note 21. Subsequent events
Competition authority’s opinion on
the food retailing market in Paris
Monoprix: disagreement on the Galeries
Lafayette put price
will be binding.
4
Five-year financial summary
4.4.
Five-year financial summary
2011
2010
2009
2008
2007
CAPITAL AT THE YEAR-END
Share capital (€ millions)
169.3
169.3
168.9
171.9
171.5
110,646,652
110,668,863
110,360,987
97,769,191
96,992,416
-
-
-
14,589,469
15,124,256
Revenue (excluding VAT)
161.0
153.7
151.2
136.5
129.5
Profit before tax, employee profit-sharing,
depreciation, amortisation and provisions
661.1
157.4
48.9
114
444.4
(122.4)
(132.8)
(116.9)
(83.8)
(56.5)
0.1
0.1
0.1
0.1
0.1
Net profit/(loss) for the period
731.4
371.6
403.4
155.8
541.1
Dividends paid on voting shares
331.9
307.7
292.5
247.4
223.1
-
-
-
37.5
35.4
331.9
307.7
292.5
284.9
258.5
109,984,894
110,288,938
110,159,544
111,407,890
111,651,603
7.12
2.63
1.5
1.76
4.46
Number of outstanding shares with voting rights (1)
Number of outstanding preferred non-voting shares
RESULTS OF OPERATIONS (€ millions)
Income tax expense
Employee profit-sharing
Dividends paid on non-voting shares
Total dividend payout
PER SHARE DATA (€)
Weighted average shares outstanding
during the year (2)
Earnings per share after tax and employee
profit-sharing but before amortisation, depreciation
and provisions
Net profit/(loss) for the period
6.65
3.37
3.66
1.39
4.83
Dividend paid per voting share
3.00
2.78
2.65
2.53 (4)
2.30
-
-
-
2.57 (4)
2.34
44
42
39
30
25
(€ millions)
15.4
16.5
15.8
14
15.7
Total benefits (€ millions)
7.4
6.0
5.6
4.3
4.7
Dividend paid per non-voting share
EMPLOYEE DATA
Number of employees (full-time equivalent)
Total payroll
(3)
(1) The increase in share capital during the year reflects the issuance of 105,332 shares on exercise of stock options, 378,450 shares in share grants and the
cancellation of 505,993 shares.
(2) Excluding treasury shares.
(3) Excluding discretionary profit-sharing.
(4) Excluding dividends in kind.
176
4
List of subsidiaries and associates
4.5.
Carrying amount
€ millions
Company
Share
capital
%
Equity ownership
Number of
shares held
Gross
Loans and
advances
granted
by the
Net Company
Guarantees
given by the
Company
Dividends
received
by the
2011 net Company
2011
profit in the prior
net sales
(loss)
year
A - Data on investments whose carrying amount exceeds 1% of the share capital
1. SUBSIDIARIES (50% OR MORE)
Distribution Casino France
1, Esplanade de France
42008 Saint-Étienne Cedex
46
3,415
Immobilière Groupe Casino
100
Segisor
44,655,538
3,282
3,282
8
9,890
(26)
-
1,189
100 100,089,304
1,130
1,130
1
127
71
71
937
690
100 937,121,094
937
937
-
6
-
CIT
5
14
5,040,000
50
50
131
(38)
-
Tevir
379
637
100 378,915,860
637
637
-
1
-
Easydis
1
10
100
60,000
44
44
556
(9)
-
Pachidis
84
84
100
84,419,248
84
84
-
-
-
Theiadis
2
3
100
2,372,736
3
3
-
-
18
Intexa
2
2
97.91
990,845
7
7
-
-
-
Green Yellow
9
40
76.57
35,164
7
7
150
25
8
Casino Services
-
15
100
100,000
19
19
75
(1)
-
Banque Casino
6, avenue de Provence
75116 Paris
97.03
100
11
52
23
79
50
117,346
107
94
102
(19)
-
Boidis
-
-
99.68
2,492
4
3
-
-
-
Casino Entreprise
167
167
100 166,616,203
285
260
-
(2)
-
4
Carrying amount
€ millions
Company
Share
capital
%
Equity ownership
Number of
shares held
Gross
Loans and
advances
granted
by the
Net Company
Guarantees
given by the
Company
Dividends
received
by the
2011 net Company
2011
net sales
(loss)
year
Comacas
-
2
100
99,999
3
3
31
-
-
Vindemia
5, impasse du Grand Prado
97438 Sainte-Marie
60
435
100
3,750,250
440
440
25
308
125
36
88
100
35,860,173
103
103
246
(7)
-
Via Artika
Gabriel Otero 6603,
Montevideo, Uruguay
153
153
100
149
149
-
-
-
Gelase
Rue Royale
B – 1000 Brussels – Belgium
520
716
100
28,476,254
520
520
-
6
-
81
86
94.7
179,860
76
76
-
1
-
62
543
50
3,859,479
843
843
242
161
64
-
42
49.99
4,999
63
63
249
8
-
44
81
26.81
11,711,600
31
31
5
1
1
Géant Holding BV
1 Beemdstraadt
5653 MA Eindhoven, Netherlands
1
1,268
25
3,900
1,081
1,081
-
(16)
-
Magro (1)
Route de Préjeux
27 Sion, Switzerland
6
-
10
3,150
2
1
121
(5)
-
5,600,052
52
52
19,286
297
2
18 387,267,369
23
23
-
5
-
5
3
Foodservice
Casino Restauration
2
International
Latic
2711 CentervilleRoad
Wilmington, Delaware
United States
2. ASSOCIATES (10 TO 50%)
Monoprix
14-16, rue Marc Bloch
92116 Clichy Cedex
Geimex (1)
15, rue du Louvre
75001 Paris
Uranie
International
2
B - Aggregated data for all other subsidiaries or associates
1. SUBSIDIARIES (NOT INCLUDED IN A ABOVE)
GPA
Avenida Brigadeiro
Luiz Antonio, 3142
São Paulo, Brazil
Geant Argentina
Corrientes Av. 587 – Piso 4
1043 Capital Federal – Argentina
2,536
4,178
114
72
Various companies
178
2.15
Carrying amount
€ millions
Company
Share
capital
%
Equity ownership
Number of
shares held
Gross
Loans and
advances
granted
by the
Net Company
Guarantees
given by the
Company
4
Dividends
received
by the
2011 net Company
2011
net sales
(loss)
year
2. INVESTMENTS (NOT INCLUDED IN A ABOVE)
Other companies
TOTAL INVESTMENTS
3
2
9,990
9,947
o/w consolidated companies
9,981
9,941
• French companies
8,079
8,039
• Foreign companies
1,902
1,902
o/w non-consolidated companies
• French companies
9
6
9
6
• Foreign companies
Other long-term investments
-
-
Casino shares
-
-
Mutual funds
1
1
TOTAL
1
1
(1) 2010 data.
Information on investments in non-French subsidiaries and
associates is provided on a country-by-country basis in Note 6.
As a result of the judgement applied when measuring the
fair value of investments in foreign entities, provisions for the
carrying amount and the amount of the Company’s share of
the underlying assets are not systematically recognised (see
Note 6).
4
Statutory Auditors’ special report on regulated agreements
and commitments with related parties
4.6.
Statutory Auditors’ special report on regulated
agreements and commitments with related parties
Shareholders’ meeting held to approve the financial statements
for the year ended 31 December 2011
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments with
related parties that is issued in the French language and is provided solely for the convenience of English speaking readers.
This report on regulated agreements and commitments should be read in conjunction with, and construed in accordance with,
French law and professional auditing standards applicable in France. It should be understood that the agreements reported
on are only those provided by the French Commercial Code (Code de commerce) and that the report does not apply to those
related party transactions described in IAS 24 or other equivalent accounting standards.
To the shareholders
In our capacity as Statutory Auditors of your Company,
we hereby report to you on regulated agreements and
commitments with related parties.
We are required to report to you, based on the information
provided, about the main terms and conditions of agreements
that have been disclosed to us or which we may have
discovered during the course of our audit, without commenting
on their relevance or substance or identifying any other such
agreements. Under the provisions of Article R. 225-31 of
the French Commercial Code (Code de commerce), it is
your responsibility to determine whether the agreements are
appropriate and should be approved.
We are also required to report to you, where applicable, the
information referred to in article R. 225-31 of the French
Commercial Code on the implementation during the year
of agreements and commitments that have already been
approved by you.
We conducted our procedures in accordance with the
professional guidelines of the French National Institute of
Statutory Auditors (Compagnie nationale des Commissaires
aux comptes) relating to this engagement. Those guidelines
require us to verify that the information provided to us is
consistent with the relevant source documents.
Agreements and commitments submitted
to the shareholders for approval
No agreements or commitments authorised during the
year have been brought to our attention pursuant to Article
L. 225-38 of the French Commercial Code.
180
Agreements and commitments already
approved by the shareholders
Agreements and commitments approved
during prior years
a) Still in effect during the year
Pursuant to Article R. 225-30 of the French Commercial
Code, we have been advised that the following agreements
and commitments authorised in prior years were still in effect
during the year.
1. Amendment to the agreement on loans
and current account advances entered into
with Monoprix SA
Nature and purpose: under this 2010 amendment to the
original agreement, the interest rate payable on loans and
current account advances made by your Company to Monoprix
SA was increased to the Euribor reference rate for the relevant
period plus 40 basis points, effective 1 January 2010.
Terms and conditions: under this agreement, your Company
recorded interest income of €999 thousand in its financial
statements for the year ended 31 December 2011.
2. Partnership agreement entered into
with Mercialys
Nature and purpose: under the terms of this agreement:
■
Mercialys has a call option on any commercial property
development transaction within the scope of its operations
carried out in France by the Casino Group, alone or in
partnership with third parties (shopping centres and mediumsized retail stores, excluding food stores).
■
■
■
■
Mercialys has the option of acquiring the assets off-plan
at a discount rate equal to the prevailing contractual rate
in order to adjust the price as defined for forward sales. It
may also receive assets by way of contribution subject to
the usual terms.
The option exercise price is based on forecast annual net
rental income divided by a yield determined according to
asset type as set out below. To account for changes in
market conditions, these yields are revised by the parties
twice a year.
The exercise price is adjusted half-yearly to take account
of actual rents. The negative or positive difference between
actual and forecast rental income (upside/downside) is
therefore shared equally by Mercialys and the property
developer.
When exercising an option, Mercialys may ask the property
developer to handle the letting process. In this case, the
lease premiums will be retained by the property developer
and the asset price will be adjusted on the basis of actual
rents achieved. Mercialys may also defer the purchase until
at least 85% of the property is let, in which case, failing
agreement between the parties, the vacant premises will
be valued by an independent appraiser.
The yields in the first and second half of 2011 were as follows:
Shopping centres
Asset type
Corsica
and
French
overseas
departments and
Metro- territories
politan
(DOMFrance
TOM)
4
3. Current account and cash management
agreement entered into with Mercialys
Nature and purpose: under an agreement dated 8 September
2005, Casino and Mercialys agreed to set up a shareholder’s
current account between them bearing interest at Eonia plus
10 basis points.
In an amendment to the agreement dated 15 April 2009,
Casino authorised Mercialys to use the shareholder’s current
account for short-term financing purposes up to a maximum
of €50 million, bearing interest at Eonia plus 50 basis points.
Terms: pursuant to the agreement, the balance of the Mercialys
current account totalled €68,209 thousand at 1 January
2011 and €44,358 thousand at 31 December 2011. Interest
expense for the year, calculated at Eonia plus 10 basis points,
amounted to €520 thousand.
Mercialys did not use the short-term financing facility during
the year.
4. Advisory agreement entered into with Euris
Nature and purpose: pursuant to the terms of this agreement,
Euris provides Casino with consulting and advisory services
for strategic planning and development.
Terms: in 2011, Casino paid Euris the sum of €350 thousand
excluding VAT for services provided under this agreement.
Retail parks
Corsica
and
French
overseas
departments and
Metro- territories
politan
(DOM- Town
France
TOM) centre
Regional
centres/large
shopping
centres
(>20,000 sq.m.)
6.3%
6.9%
6.9%
7.3%
6.0%
Neighbourhood
centres (from
5,000 to
20,000 sq.m.)
6.8%
7.3%
7.3%
7.7%
6.4%
Other assets
(<5,000 sq.m.)
7.3%
7.7%
7.7%
8.4%
6.9%
5. Membership of a healthcare, death
and disability plan for Jean-Charles Naouri,
Chairman and Chief Executive Officer
Nature, purpose and terms: in 2011, employer contributions
under this plan totalled €163,130 for healthcare and €1,640
for death and disability.
In addition, the Chairman and Chief Executive Officer is a
member of mandatory group pension plans, contributions to
which are determined by national joint agreements.
b) Not applied during the year
We have been advised that the following agreements and
commitments authorised in prior years were not applied
during 2011.
Terms and conditions: during the fiscal year 2011, Mercialys
acquired various shopping centre extensions and new
shopping centres in Villefranche-sur-Saône, Annemasse,
Auxerre and Angers Espace Anjou from the Casino Group.
Based on the yield set out in the agreement, these assets
are valued at €15.9 million, €18.1 million, €23.9 million and
€8.3 million respectively.
4
1. Trademark licence agreement entered into
with Mercialys
Nature, purpose and terms: your Company has granted
Mercialys, free of consideration, a non-exclusive right in
France only to use the “Nacarat” tradename and trademark,
the “Beaulieu” trademark and the “Beaulieu… pour une
promenade” semi-figurative trademark.
Mercialys has a right of first refusal over these trademarks
and tradenames should your Company intend to sell them.
The options are exercisable from 1 January 2012 to March
2028. The exercise price of Galeries Lafayette’s put option will
be determined on the basis of an expert appraisal. The exercise
price of your Company’s call option on 10% of Monoprix SA’s
share capital will be determined on the basis of an expert
appraisal plus a 21% premium. For a period of 12 months as
of the date on which Casino, Guichard-Perrachon exercises
its call option, Galeries Lafayette will have a put option on its
remaining 40% interest in Monoprix SA at the same appraisal
value plus a 21% premium.
2. Framework agreement entered into
with Galeries Lafayette on 20 March 2003
and amended on 22 December 2008
Nature, purpose and terms: under the framework agreement
entered into on 20 March 2003 and amended on 22 December
2008, Galeries Lafayette and your Company granted each
other put and call options on Monoprix SA shares.
Gérard Badin
182
Sylvain Lauria
Daniel Mary-Dauphin
FRANCE
COLOMBIA
BRAZIL
THAILAND
5
CORPORATE
GOVERNANCE
5.1. Board of Directors ............................................184
5.2. Management ....................................................207
5.3. Auditing of Financial Statements ......................212
5.4. Chairman’s Report............................................213
5.5. Statutory Auditors’ Report ................................228
5.6. Appendix: Board of Directors’ Charterr ............. 229
5
CORPORATE GOVERNANCE
Board of Directors
5.1.
Board of Directors
5.1.1. Composition of the Board and Board practices
As of 27 February 2012, the Board of Directors had 15
members:
■
Jean-Charles Naouri, Chairman and Chief Executive Officer;
■
Didier Carlier, representing Euris;
■
Abilio Dos Santos Diniz;
■
Henri Giscard d’Estaing*;
■
Jean-Marie Grisard, representing Matignon-Diderot;
■
Philippe Houzé;
■
Marc Ladreit de Lacharrière;
■
Didier Lévêque, representing Foncière Euris;
■
Catherine Lucet*;
■
Gilles Pinoncély;
■
Gérald de Roquemaurel*;
■
David de Rothschild;
■
Frédéric Saint-Geours*;
■
Michel Savart, representing Finatis;
■
Rose-Marie Van Lerberghe*.
Non-voting director: Pierre Giacometti.
Honorary Chairman (not a director): Antoine Guichard.
Board Secretary: Jacques Dumas.
The term of all directors currently in office is due to expire on
11 May 2012. In this respect, as part of its annual duties, the
Appointments and Compensation Committee reviewed the
composition of the Board of Directors and, more particularly,
assessed the independence of each director with regard to
relationships with Group companies that could affect their
freedom of judgement or lead to conflicts of interest.
At the proposal of the Appointments and Compensation
Committee, the Board of Directors decided to propose the
re-election of all directors at the annual general meeting,
except for Abilio Diniz and Philippe Houzé, who are currently
in a position of conflict with the Group.
In addition, the Board is nominating Lady Sylvia Jay for election
as a new member of the Board, with a view to increasing
the number of women and independent directors, as well as
making the Board more international.
If these proposals are approved at the annual general meeting
of 11 May 2012, the Board would comprise 14 members,
* Independent directors.
184
including six – Sylvia Jay, Catherine Lucet, Rose-Marie Van
Lerberghe, Henri Giscard d’Estaing, Gérald de Roquemaurel
and Frédéric Saint-Geours – who meet the independence
criteria set out in the AFEP-MEDEF corporate governance
code.
Its members would also include three external prominent
business people – Marc Ladreit de Lacharrière, Gilles Pinoncély
and David de Rothschild.
The number of independent directors would rise to almost
45% and the number of women directors to more than 20%.
The Company’s controlling shareholder would still have five
seats on the Board and would therefore not hold a majority
of the votes.
In accordance with the articles of association and the
recommendations of the AFEP-MEDEF corporate governance
code, the Board is proposing to introduce a system of
retirement by rotation. At the annual general meeting on
11 May 2012, the directors will therefore be elected either for a
term of one or two years, or for the usual term of three years.
The rules and procedures governing the functioning of the
Board of Directors are defined by law, the Company’s articles
of association and the Board Charter. They are described in
detail in the Chairman’s Report, which follows, and the Board
Charter, included in an appendix.
According to the Board Charter, each director must own
a number of registered shares equal to at least one year’s
director’s fees.
Non-voting director
The articles of association permit the appointment of one or
more non-voting directors, who are either elected at an ordinary
general meeting of the shareholders or, between two meetings,
appointed by the Board of Directors subject to ratification at
the next shareholders’ meeting. The non-voting directors are
elected for a term of three years. They attend Board meetings
in a consultative capacity only, to make observations and give
opinions. The number of non-voting directors may not exceed
five. The age limit for holding office as non-voting Director is 80.
Pierre Giacometti was appointed non-voting director on
3 March 2010.
Board of Directors
5
5.1.2. Directorships and other positions held
by members of the Board of Directors
Jean-Charles Naouri
Chairman and Chief Executive Officer
Date of birth
8 March 1949, aged 63
Business address
1, Esplanade de France, 42000 Saint-Étienne, France
Biography
A graduate of the École normale supérieure (Sciences), Harvard University and the École nationale d’administration,
Jean-Charles Naouri began his career as an Inspecteur des Finances at the French Treasury. He was appointed chief of staff
for the Minister of Social Affairs and National Solidarity in 1982, then for the Minister of the Economy, Finance and Budget in
1984. He founded Euris in 1987.
Main executive positions
Chairman and Chief Executive Officer of Casino
Chairman of Euris (SAS)
Current office within the Company
Office
Elected/appointed
Term expires
Director
4 September 2003
AGM on 11 May 2012
Chairman
4 September 2003
AGM on 11 May 2012
21 March 2005
AGM on 11 May 2012
Chief Executive Officer
Other directorships and positions held in 2011 and as of 27 February 2012
Within the Euris Group
Outside the Euris Group
• Chairman and Chief Executive Officer of Rallye (listed company);
• Director of Fimalac (listed company);
• Director of CBD (listed company) and Wilkes Participações
(Brazil);
• Legal Manager of SCI Penthièvre Neuilly;
• Deputy Chairman of Fondation Casino;
• Chairman of the Promotion des Talents Association;
• Chairman of Fondation Euris.
• Honorary Chairman and Director of the Institut de l’École
Normale Supérieure.
• Member of the Bank of France Consultative Committee;
Directorships and positions held during the past five years (other than those listed above)
• Chairman of the Board of Directors of Finatis and Euris SA;
• Legal Manager of Penthièvre Seine;
• Member of the Supervisory Board of Groupe Marc de
Lacharrière (SCA), Natixis and Super de Boer;
• Director of Natixis and HSBC France;
• Representative of Casino, Guichard-Perrachon as Chairman
of Distribution Casino France;
• Non-voting director of Caisse Nationale des Caisses d’Épargne
et de Prévoyance (CNCE);
• Deputy Chairman of Fondation Euris.
Number of Casino shares held: 367
5
Board of Directors
Henri Giscard d’Estaing
Independent director
Date of birth
17 October 1956, aged 55
Business address
11, rue de Cambrai, 75019 Paris, France
Biography
Henri Giscard d’Estaing is a graduate of the Institut d’études politiques de Paris and holds a Master’s degree in economics. He
began his career in 1982 with Cofremca, where he was associate director specialising in food-consumer behaviour patterns
and their impact on market and strategy.
In 1987, he joined the Danone Group as head of business development, subsequently becoming Managing Director of UK
subsidiary HP Food Lea & Perrins, then Chief Executive Officer of Evian-Badoit and lastly Director of the Mineral Waters division.
In 1997, he joined Club Méditerranée where he was, successively, Deputy Chief Executive Officer responsible for finance,
business development and international relations (1997-2001), Chief Executive Officer (2001-2002), Chairman of the Management
Board (2002-2005) and Chairman and Chief Executive Officer (2005 to date).
Main executive position
Chairman and Chief Executive Officer of Club Méditerranée
Office
Director
Elected/appointed
Term expires
8 April 2004
AGM on 11 May 2012
Within the Club Méditerranée Group
Outside the Club Méditerranée Group
• Chairman and founder of Fondation d’entreprise Club
Méditerranée.
• Member of the Supervisory Board of Vedior-Randstad
(Netherlands).
• Chairman of the Board of Directors and director of Club Med
World Holding;
• Chairman of the Board of Directors of Jet Tours SA;
• Chairman of the Board of Directors of Club Med Services
Pte Ltd (Singapore);
• Chairman of Hôteltour, Club Med Marine, Jet Tours
and CM UK Ltd (UK);
186
• Deputy Chairman of Nouvelle Société Victoria (Switzerland);
• Director of SECAG Caraïbes and ADP (France), Club Med
Management Asia Ltd (Hong Kong), Holiday Hôtels AG
(Switzerland) and Carthago (Tunisia);
• Permanent representative of Club Méditerranée SA
as a director of Hôteltour.
Board of Directors
5
Marc Ladreit de Lacharrière
Director
Date of birth
6 November 1940, aged 71
Business address
97, rue de Lille, 75007 Paris, France
Biography
A graduate of the École nationale d’administration, Marc Ladreit de Lacharrière began his career with Banque de Suez et
de l’Union des Mines, which subsequently became Indosuez after merging with Banque de l’Indochine. He left his position
as the Head of Indosuez’s Investment Banking Department in 1976 to join L’Oréal as Chief Financial Officer, later becoming
Vice-Chairman and Chief Operating Officer. In March 1991, he left L’Oréal to found his own company, Fimalac.
Chairman and Chief Executive Officer of Fimalac.
Office
Elected/appointed
Term expires
Director
4 September 2003
AGM on 11 May 2012
Within the Fimalac group
Outside the Fimalac group
• Chairman of the Board of Directors of Fitch Group (USA)
and Fitch Ratings (USA);
• Director of L’Oréal, Gilbert Coullier Productions (SAS),
Groupe Lucien Barrière (SAS) and Renault;
• Chairman of the Management Board of Groupe Marc de
Lacharrière;
• Honorary Chairman of Comité national des conseillers
du commerce extérieur de la France;
• Legal Manager of Fimalac Participations (Luxembourg).
• Chairman of the Board of Directors of Agence France
Museums;
• Member of the Fondation Culture et Diversité, Fondation
d’entreprise L’Oréal, Fondation des sciences politiques,
Fonds de dotation Abbaye de Lubilhac, Musée des arts
décoratifs and Conseil artistique des musées nationaux;
• Member of the Institut de France (Vice-President of the
Académie des beaux-arts).
• Chairman of Fitch Group Holdings (USA);
• Member of the Bank of France Consultative Committee;
• Director of Algorithmics (Canada), Cassina (Italy)
and state-owned musée du Louvre;
• Member of the Fondation Bettencourt-Schueller;
• Legal Manager of Fimalac Participations;
• Member of the Conseil stratégique pour l’attractivité
de la France.
5
Board of Directors
Catherine Lucet
Date of birth
3 February 1959, aged 53
Business address
25, avenue Pierre-de-Coubertin, 75013 Paris, France
Biography
Catherine Lucet is a graduate of the École polytechnique (1979), the École des mines de Paris (1984) and holds an MBA
from INSEAD. She began her career as an analyst at the Analysis and Forecasting Centre of the French Ministry of Foreign
Affairs. She joined McKinsey in 1986 as a consultant, later becoming a project manager. In 1991, she was appointed Chief
Executive Officer of Éditions Harlequin, a subsidiary of Éditions Hachette and Canadian publisher Torstar. In 1996, she joined
Anglo-Dutch group Reed Elsevier where she headed their French scientific and medical publishing subsidiary until 2001, when
she joined the Vivendi Group as head of Éditions Nathan. Catherine Lucet is now a member of the Executive Committee of
Editis, Chief Executive Officer of its Education and Reference division, which includes Éditions Nathan, Bordas, Clé, Retz and
Dictionnaires Le Robert. She is also Chairman of Éditions Nathan. In 2010, she was appointed Vice-President of the Cap
Digital business cluster.
Chief Executive Officer of the Education and Reference division of Editis
Office
Director
Elected/appointed
Term expires
28 February 2011
AGM on 11 May 2012
• Chairman of Sejer;
• Director of Cap Digital.
• Chairman and Chief Executive Officer of Éditions Nathan
and Dictionnaires Le Robert;
• Chairman and Chief Executive Officer of Éditions Nathan Jeux;
188
• Chairman of the association Savoir-Livre.
Board of Directors
5
Gilles Pinoncély
Director
Date of birth
5 October 1940, aged 72 – Descendant of the Geoffroy-Guichard family
Business address
Biography
A graduate of the École supérieure d’agriculture de Purpan in Toulouse, Gilles Pinoncély began his career with L’Épargne, which
was taken over by the Casino Group in 1970. He was appointed Fondé de pouvoir in 1976, Managing Partner of Casino in
1981, then Statutory Manager in 1990. He became a member of Casino’s Supervisory Board in 1994 and a director in 2003.
Main position
Director of Casino
Office
Elected/appointed
Term expires
Director
4 September 2003
AGM on 11 May 2012
• Director of Monoprix and Financière Celinor (Vie & Véranda);
• Director of Centre Long Séjour Sainte-Élisabeth.
• Director of Celinor and Vie & Véranda.
Number of Casino shares held: 4,000 shares full title and 21,000 shares beneficial interest
5
Board of Directors
Gérald de Roquemaurel
Date of birth
27 March 1946, aged 66
Business address
84, avenue d’Iéna, 75116 Paris, France
Biography
Gérald de Roquemaurel has a law degree, is a graduate of the Institut d’études politiques de Paris and an alumnus of the
École nationale d’administration (1970 to 1972). A direct descendant of Louis Hachette (founder of Librairie Hachette), he
joined Publications Filipacchi in 1972 and became a director of Paris-Match in 1976. In 1981, he was appointed Vice-Chairman
and Chief Executive Officer of Groupe Presse Hachette (which became Hachette Filipacchi Presse in 1992). From 1983 to
1985, he was responsible for the Group’s international expansion and in 1984 became director and Chief Executive Officer of
Publications Filipacchi (later Filipacchi Medias), and then a member of the Executive and Strategic Committee of Lagardère
S.C.A, a director of Hachette SA and Legal Manager of NMPP.
On 18 June 1997, he was appointed Chairman and Chief Executive Officer of Hachette Filipacchi Médias, then in 1998,
Chief Operating Officer of the Lagardère Group in charge of the media division. In April 2001, he became Chairman of F.I.P.P.
(Fédération Internationale de la Presse Périodique) for two years. In June 2001, he was appointed Chairman of the Club de la
Maison de la Chasse et de la Nature. In early 2007, he became Managing Partner of HR Banque and was appointed Senior
Partner of Arjil in January 2009.
Main position
Senior Partner of Arjil
Office
Director
Elected/appointed
Term expires
31 May 2006
AGM on 11 May 2012
• Member of the Supervisory Board of Baron Philippe
de Rothschild SA;
• Chairman of the Board of Directors of Sicav Sagone;
• Deputy Chairman of Association Presse Liberté;
• Director of the Musée des Arts Décoratifs (association)
and Nakama (Skyrock).
• Chairman of Éditions Lebey SAS;
• Chairman and Chief Executive Officer of Hachette Filipacchi
Médias;
• Chairman of Hachette Filipacchi Presse and Quillet;
• Director of Hachette, Hachette Distribution Services, Hachette
Livre, Nice Matin, La Provence, Éditions Philippe Amaury,
Le Monde and Fondation Jean-Luc Lagardère;
190
• Member of the Supervisory Board of Société Financière HR;
• Legal Manager of Compagnie pour la Télévision Féminine SNC
and Nouvelles Messageries de la Presse Parisienne SARL.
Board of Directors
5
David de Rothschild
Director
Date of birth
15 December 1942, aged 69
Business address
29, avenue de Messine, 75008 Paris, France
Biography
A graduate of the Institut d’études politiques de Paris, David de Rothschild began his career with Le Nickel. From 1973
to 1978, he was Chief Executive Officer of Compagnie du Nord and then Chairman of the Management Board of Banque
Rothschild. He founded Paris Orléans Banque in 1982 and became Statutory Managing Partner of Rothschild & Cie Banque
and Chairman and Chief Executive Officer of Francarep (now Paris Orléans).
Managing Partner of Rothschild & Cie Bank (SCS – Paris)
Office
Elected/appointed
Term expires
Director
4 September 2003
AGM on 11 May 2012
Within the Rothschild group
• Managing Partner of Rothschild & Cie (SCS – Paris), Rothschild
Gestion Partenaires (SNC Paris), Rothschild Ferrières (SC Paris),
SCI 2, square La Tour-Maubourg (SC Paris), Société Civile du
Haras de Reux (SC Reux) and Bero (CSA Paris);
• Director of Rothschild Holding AG (Switzerland), Rothschild
Employee Trustees Limited (UK), Rothschild Asia Holding
Limited (China), Rothschild Concordia AG and Continuation
Investments NV (Netherlands);
• Chairman of Rothschild Concordia (SAS Paris), Rothschild
North America (USA), Rothschilds Continuation Holding AG
(Switzerland), Rothschild Europe BV (Netherlands), N.M.
Rothschild & Sons Ltd (UK), SCS Holding (SAS – Paris),
Financière de Reux (SAS – Paris), Financière de Tournon
(SAS – Paris), PO Gestion (SAS – Paris) and RCB Gestion
(SAS – Paris);
• Member of the Management Board of Paris Orléans
(SA – Paris);
• Vice-Chairman of Rothschild Bank AG (Switzerland);
• Member of the Remuneration and Nomination Committee
of Rothschilds Continuation Holdings AG.
• Sole Director of GIE Five Arrows Messieurs de Rothschild Frères
(Paris) and Sagitas (Paris);
• Member of the internal Audit Committee of Rothschild & Cie
Banque;
• Managing Partner of Financière Rabelais (SCA – Paris);
• Chairman of Rothschild Concordia AG (Switzerland);
• Member of the Supervisory Board of ABN Amro (Netherlands)
and Paris Orléans SA.
• Chairman of the Group Risk Committee of Rothschild
Concordia SAS and the Group Management Committee
of Rothschilds Continuation Holdings AG;
191
5
Board of Directors
Frédéric Saint-Geours
Date of birth
20 April 1950, aged 61
Business address
75, avenue de la Grande-Armée, 75116 Paris, France
Biography
Frédéric Saint-Geours has a degree in economics, is a laureate of the Institut d’études politiques de Paris and an alumnus
of the École nationale d’administration. After a career with the Ministry of Finance and in the offices of the President of the
National Assembly and the Secretary of State for the Budget (1975 to 1986), he joined the PSA Peugeot-Citroën group in
1986 as Deputy Chief Financial Officer and became Chief Financial Officer of the group in 1988. From 1990 to 1997, he was
Deputy Chief Executive Officer of Automobiles Peugeot, where he was appointed Chief Executive Officer in early 1998. He
was a member of the Management Board of PSA Peugeot-Citroën from July 1998 to December 2007. On 1 January 2008, he
was appointed Adviser to the Chairman of the Management Board of PSA Peugeot Citroën and member of the Management
Committee. He was elected Chairman of the UIMM trade federation on 20 December 2007. He became a member of the
Management Board of Peugeot SA on 17 June 2009 and was also Chief Financial Officer and Head of Finance and Strategy
for the PSA Peugeot Citroen Group from that date until early January 2012. He was appointed head of the Peugeot and
Citroën brands on 4 January 2012.
Member of the Management Board of Peugeot SA – Managing Director, Brands
Office
Director
Elected/appointed
Term expires
31 May 2006
AGM on 11 May 2012
Within the PSA group
• Director of Changan PSA Automobiles Co Ltd (China);
• Chairman and Chief Executive Officer of Banque PSA Finance;
• Director of Faurecia;
• Chairman of the Supervisory Board of Peugeot Finance
International NV (Netherlands);
• Director of Peugeot Citroën Automobiles S.A.;
• Director of Automobiles Citroën;
Outside the PSA group
• Director of Automobiles Peugeot;
• Vice-Chairman of Dongfeng Peugeot-Citroën Automobiles
Company Ltd (UK);
• Director of PCMA Holding B.V. (Netherlands).
• Chairman of Union des Industries et Métiers de la Métallurgie.
• Vice-Chairman and Managing Director of PSA International S.A.
• Member of the Supervisory Board of Peugeot Deutschland
GmbH;
• Director of Gefco;
• Director of Peugeot España S.A.;
192
• Chief Executive Officer and Director of Automobiles Peugeot;
• Permanent representative of Automobiles Peugeot on the Board
of Directors of Gefco and Bank PSA Finance;
• Permanent representative of Peugeot SA on the Board
of Directors of Automobiles Peugeot.
Board of Directors
5
Rose-Marie Van Lerberghe
Date of birth
7 February 1947, aged 65
Business address
20, avenue de Segur, 75007 Paris, France
Biography
Rose-Marie van Lerberghe is a graduate of the École nationale d’administration, the Institut d’études politiques in Paris and
Insead Business School. She is an alumnus of the École normale supérieure and has a degree in history and a higher degree
in philosophy. She started her career as inspector at the General Inspection of Social Affairs and subsequently became deputy
director for labour defence and promotion at the employment delegation of the Ministry of Labour. She then joined the Danone
group for ten years, where she became head of human resources. Subsequently, she was delegate general for employment
and vocational training, and then became Director of the network of Paris Hospitals. From 2006 to 2011, she was Chairman of
the Management Board of the Korian group. Since 2011, she has been a member of the Conseil supérieur de la magistrature.
Rose-Marie Van Lerberghe is also a director of Air France and the École des Hautes Études en Santé Publique.
Main position
Member of the Conseil supérieur de la magistrature.
Office
Director
Elected/appointed
Term expires
19 May 2009
AGM on 11 May 2012
• Director of Air France;
• Director of the Hôpital Saint-Joseph foundation (FHSJ).
• Director of the École des hautes études en santé publique
(EHESP);
• Chairman of the Management Board of the Korian group;
• Director of the Institut des hautes études en santé publique
(IHESP);
• Member of the Board of Directors of the Institut Pasteur
foundation.
5
Board of Directors
Euris
Société par actions simplifiée with share capital of €164,806
Registered office: 83, rue du Faubourg-Saint-Honoré, 75008 Paris, France
348 847 062 R.C.S. Paris
Office
Elected/appointed
Term expires
Director
4 September 2003
AGM on 11 May 2012
• Director of Finatis (listed company), Foncière Euris (listed company) and Rallye (listed company).
• Director of Euris SA.
194
Board of Directors
5
Permanent representative
Didier Carlier
Date of birth
5 January 1952, aged 60
Business address
83, rue du Faubourg-Saint-Honoré, 75008 Paris, France
Biography
Didier Carlier is a graduate of the Reims École supérieure de commerce and a qualified accountant. He began his career in
1975 as an auditor with Arthur Andersen, rising to the grade of Manager. He subsequently became Corporate Secretary of
Équipements Mécaniques Spécialisés and then Chief Financial Officer of the Hippopotamus restaurant group. He joined the
Rallye group in 1994 as Chief Financial Officer and was appointed Deputy Chief Executive Officer in January 2002.
Deputy Chief Executive Officer of Rallye SA
• Chairman and Chief Executive Officer of Miramont Finance et
Distribution SA and La Bruyère SA;
• Chairman of Alpétrol SAS, Cobivia SAS, Genty Immobilier et
Participations SAS, L’Habitation Moderne de Boulogne SAS,
Les Magasins Jean SAS, Matignon Sablons SAS and Parande
SAS;
• Chairman of Crapon LLC, King LLC, Lobo I LLC, Oregon LLC,
Parker I LLC, Pointer I LLC, Sharper I LLC and Summit I LLC
(USA);
• Permanent representative of Foncière Euris SA (listed company)
as Director of Rallye SA (listed company);
• Permanent representative of Matignon Sablons on the Board
of Directors of Groupe Go Sport SA (listed company);
• Legal Manager of SCI de Kergorju, SCI des Sables and SCI des
Perrières.
• Legal Manager of SC Dicaro.
• Chairman and Chief Executive of MFD Inc. (USA);
• Representative of Parande SAS as Chairman of Pargest SAS
and Parinvest SAS;
• Chairman and Chief Executive Officer of Ancar, Colisée Finance
SA, Colisée Finance II SA and Colisée Finance VI SA;
• Chairman of MFD Finances SAS, Parande Développement SAS,
Parcade SAS, Soparin SAS, Syjiga SAS, Colisée Finance III
SAS, Colisée Finance IV SAS, Colisée Finance V SAS, Kerrous
SAS, Marigny Percier SAS and Omnium de Commerce et de
Participations SAS;
• Director Clearfringe Ltd;
• Representative of Parande SAS as Chairman of Pargest Holding
SAS, Matignon Neuilly SAS and Sybellia SAS;
• Permanent representative of Omnium de Commerce et de
Participations SAS as Director of Groupe Go Sport SA.
• Managing Director of Limpart Investments BV (Netherlands)
and Club Sport Diffusion SA (Belgium);
5
Board of Directors
Finatis
Société anonyme with share capital of €84,852,900
712 039 163 R.C.S. Paris
Office
Director
Elected/appointed
Term expires
15 March 2005
AGM on 11 May 2012
• Director of Carpinienne de Participations (listed company), Foncière Euris (listed company) and Rallye (listed company).
• Director of Euris SA.
196
Board of Directors
5
Michel Savart
Date of birth
1 April 1962, aged 50
Business address
Biography
Michel Savart is a graduate of the École polytechnique and the École nationale supérieure des mines de Paris. He began his
career with Havas in 1986, joined Banque Louis Dreyfus as project manager in 1987 and Banque Arjil (Lagardère group) in 1988,
where he was project manager then adviser to the Management Board and Managing Director until 1994. He joined Banque
Dresdner Kleinwort Benson (DKB) in 1995, where he was notably Executive Director in charge of mergers and acquisitions
until 1999. He joined the Euris-Rallye group in October 1999 as Director and Advisor to the Chairman, responsible for private
equity investments, and is also Chairman and Chief Executive Officer of Foncière Euris.
Director and Advisor to the Chairman of Rallye
Chairman and Chief Executive Officer of Foncière Euris
• Director of Cdiscount SA and Mercialys (listed company);
• Permanent representative of Rallye SA on the Board of
Directors of Groupe Go Sport SA (listed company);
• Representative of Foncière Euris as:
- Chairman of Marigny Belfort SAS, Marigny Élysées SAS,
Marigny Foncière SAS, Matignon Abbeville SAS, Matignon Bail
SAS and Matignon Corbeil Centre SAS,
- Legal Manager of SCI Sofaret and SCI Les Herbiers;
• Representative of Marigny Foncière as:
- Chairman of Mat-Bel 2 SAS,
- Co-Legal Manager of SCI Les Deux Lions, SCI Ruban Bleu
Saint-Nazaire and Legal Manager of SCI Pont de Grenelle
and SNC Centre Commercial Porte de Châtillon;
• Representative of Matignon Abbeville as Legal Manager
of Centrum K Sarl, Centrum J Sarl and Centrum Z Sarl
(Luxembourg);
• Representative of Centrum NS Luxembourg Sarl as Legal
Manager of Manufaktura Luxembourg Sarl (Luxembourg);
• Co-Legal Manager of Alexanderplatz Voltairestrasse GmbH,
Einkaufszentrum am Alex GmbH, Guttenbergstrasse BAB5
GmbH and Loop 5 Shopping Centre GmbH (Germany);
• Legal Manager A of Centrum NS Luxembourg Sarl.
• Legal Manager of EURL Montmorency and EURL Aubriot
Investments.
• Representative of Foncière Euris as Chairman of Marigny
Expansion and Legal Manager de la SNC Alta Marigny Carré de
Soie;
• Representative of Marigny Élysées as Co-Legal Manager of
SCCV des Jardins de Seine 1, SCCV des Jardins de Seine 2
and SNC Centre Commercial du Grand Argenteuil;
• Representative of Matignon Abbeville as Chairman of Mat-Bel
2 SAS;
• Representative of Marigny Foncière as Co-Legal Manager
of SCI Palais des Marchands;
• Director of Groupe Go Sport;
• Co-Legal Manager of HBF Königswall, Alexa Holding GmbH
and Alexa Shopping Centre GmbH.
• Representative of Parande SAS on the Board of Directors
of Matussière et Forest SA;
5
Board of Directors
Foncière Euris
Société anonyme with share capital of €149,648,910
702 023 508 R.C.S. Paris
Office
Director
Elected/appointed
Term expires
29 April 2010
AGM on 11 May 2012
• Chairman of Matignon Abbeville SAS, Matignon Bail SAS,
Matignon Corbeil Centre SAS, Marigny Belfort SAS, MarignyÉlysées SAS and Marigny Foncière SAS;
• Director of Rallye SA (listed company);
• Legal Manager of SCI Sofaret and SCI Les Herbiers.
• Chairman of Marigny Concorde and Marigny Expansion;
• Director of Apsys International;
198
• Co-Legal Manager of SNC Alta Marigny Carré de Soie.
Board of Directors
5
Didier Lévêque
Date of birth
20 December 1961, aged 50
Business address
Biography
Didier Lévêque is a graduate of the École des hautes études commerciales. From 1985 to 1989, he was research manager
for the Finance Department of Roussel-UCLAF. He joined the Euris Group in 1989 as deputy Corporate Secretary and was
appointed Corporate Secretary in 2008.
Corporate Secretary of Euris
Chairman and Chief Executive Officer of Finatis (listed company)
• Chairman and Chief Executive Officer of Euris North America
Corporation (ENAC), Euristates Inc. and Euris Real Estate
Corporation (EREC) (USA);
• Permanent representative of Finatis as Director of Foncière Euris
(listed company);
• Permanent representative of Matignon Corbeil Centre
as Director of Rallye (listed company);
• Chairman of Parande Brooklyn Corp. (USA);
• Co-Legal Manager of Silberhorn Sarl (Luxembourg);
• Chairman of Par-Bel 2 (SAS), Matignon Diderot (SAS)
and Matimmob 1 (SAS);
• Director and Treasurer of Fondation Euris.
• Chief Executive Officer of Carpinienne de Participations SA
(listed company);
• Legal Manager of SARL EMC Avenir 2.
• Director of Carpinienne de Participations (listed company)
and Euris Limited (UK);
• Member of the Supervisory Board of Centrum Development
SA, Centrum Leto SA, Centrum Poznan SA and Centrum
Weiterstadt SA (Luxembourg);
• Deputy Corporate Secretary of Euris SAS;
• Chairman of Parinvest (SAS), Dofinance (SAS), Euristech (SAS),
Par-Bel 1 (SAS), Parantech Expansion (SAS), Montparnet (SAS)
and Matignon-Tours (SAS);
• Director of Park Street Investments International Ltd.;
• Permanent representative of Euris SA as Director of Foncière
Euris (listed company);
• Permanent representative of HMB as Director of Colisée
Finance;
• Permanent representative of Matignon-Diderot as Director
of Finatis (listed company);
• Permanent representative of Omnium de Commerce et de
Participations as Director of Casino, Guichard-Perrachon.
• Legal Manager of EMC Avenir.
5
Board of Directors
Matignon-Diderot
Société par actions simplifiée with share capital of €9,038,500
433 586 260 R.C.S. Paris
Office
Director
Elected/appointed
Term expires
17 October 2007
AGM on 11 May 2012
• Director of Finatis (listed company).
• Director of Euris SA and Rallye.
200
Board of Directors
5
Jean-Marie Grisard
Date of birth
1 May 1943, aged 68
Business address
Biography
A graduate of the École des hautes études commerciales, Jean-Marie Grisard began his career with the mining group
Peñarroya-Le Nickel-Imétal, holding various positions in Paris and London. He was appointed Chief Financial Officer of
Francarep (now Paris Orléans) in 1982 and joined Euris in 1988 as Company Secretary, a position he held until 2008.
Main position
Adviser to the Chairman of Euris
• Director of Carpinienne de Participations (listed company)
and Euris Limited (UK);
• Member of the Steering Committee and deputy treasurer
of the “Promotion des Talents” Association;
• Permanent representative of Finatis SA on the Board
of Directors of Rallye SA (listed company);
• Legal manager of Frégatinvest SARL.
• Director of Fondation Euris.
• Chief Executive Officer of Euris SA and Finatis SA;
• Corporate Secretary of Euris;
• Chairman of Matimmob 1 SAS, Eurdev SAS, Matignon Diderot
SAS and Matignon Rousseau SAS;
• Permanent representative of Euris SA on the Board of Directors
of Casino, Guichard-Perrachon SA;
• Permanent representative of Euris SAS on the Board
of Directors of Euris SA;
• Treasurer of Fondation Euris.
• Director of Foncière Euris, Finatis SA, Euris North America
Corporation (ENAC), Euris Real Estate Corporation (EREC),
Euristates and Park Street Investments International Ltd;
5
Board of Directors
Pierre Giacometti
Director until 3 March 2010, appointed non-voting director on that date
Date of birth
14 June 1962, aged 49
Business address
4, rue de la Planche, 75007 Paris, France
Biography
A graduate of the Institut d’études politiques in Paris, Pierre Giacometti began his career with BVA in 1985. He became head
of political research in 1986 and was appointed executive director in 1990, responsible for the Opinion, Institutionals & Media
division. In 1995, he joined the Ipsos group as Chief Executive Officer of Ipsos Opinion and international director responsible
for developing global opinion research within the group. In 2000, he became co-Chief Executive Officer of Ipsos-France.
In February 2008, he left Ipsos and set up his own strategy and communications consultancy, Giacometti Peron & Associés.
Pierre Giacometti is a senior lecturer at the Institut d’études politiques de Paris.
Chairman of Giacometti Peron & Associés
Office
Non-voting director
Elected/appointed
Term expires
3 March 2010
2013 AGM
• Member of the Supervisory Board
of the Fondation pour l’innovation politique;
• Senior Lecturer at the IEP in Paris.
• Director of Casino, Guichard-Perrachon.
202
Board of Directors
5
Honorary Chairman (not a director)
Antoine Guichard
Honorary Chairman (not a director)
Date of birth
21 October 1926, aged 85 – Descendant of the Geoffroy-Guichard family
Business address
Biography
A graduate of the École des hautes études commerciales, Antoine Guichard began his career with Casino in 1950. He was
appointed fondé de pouvoir en 1953, Managing Partner in 1966, then Statutory Legal Manager in 1990. He was Chairman of
the Management Board from 1994 to 1996, when he joined the Supervisory Board, becoming its Chairman in 1998. He was
a director from 2003 to 2005 and has been Honorary Chairman of the Board of Directors since 2003.
Main position
Honorary Chairman
• Honorary Chairman of Fondation Agir Contre l’Exclusion (FACE).
• Director of CELDUC.
Number of Casino shares held: 54,577
5
Board of Directors
5.1.3. Director nominated for election at the Annual General Meeting
Lady Sylvia Jay
Date of birth
1 November 1946, aged 65, British citizen
Business address
255 Hammersmith Road, London W6 8AZ, UK
Biography
Lady Sylvia Jay, CBE(1), was educated at the University of Nottingham and the London School of Economics. She held various
positions as a senior civil servant in the British civil service between 1971 and 1995, being involved in particular in financial
aid to developing countries. She was seconded to the French Ministry of Co-operation and the French Treasury and was
later Assistant Director in Jacques Attali’s office at the European Bank for Reconstruction and Development. She entered the
private sector in 2001, as Director General of the UK Food and Drink Federation until 2005, when she became Vice-Chairman
and, in 2011, Chairman of L’Oréal UK & Ireland.
(1) Commander of the Order of the British Empire.
Main position
Chairman of L’Oréal UK and Ireland
• Director of Alcatel Lucent, Saint-Gobain and Lazard Ltd;
• Chairman of the Pilgrim Trust;
• Trustee of the Entente Cordiale Scholarship Scheme, the Prison
Reform Trust and Body Shop International.
• Chairman of Food from Britain;
204
• Deputy Chairman of L’Oréal UK.
Board of Directors
5
5.1.4. Directorships and positions of directors not standing for re-election
Abilio Dos Santos Diniz
Director
Date of birth
28 December 1936, aged 75, Brazilian citizen
Business address
Avenue Brig. Luiz Antonio 3126, 01402-901 São Paulo-SP, Brazil
Biography
A graduate in Business & Administration from the São Paulo School of Administration Getulio Vargas Foundation, Abilio Dos
Santos Diniz joined Companhia Brasileira de Distribuição (CBD) in 1956, where he has spent his entire career. The main
shareholder in CBD since the 1990s, he was appointed Chief Executive Officer and then Chairman of the Board of Directors.
He has also been a member of the Superior Council of the Economy of São Paulo State and the National Monetary Council
of Brazil.
Chairman of the Board of Directors of Companhia Brasileira de Distribuição (Grupo Pão de Açùcar), Brazil (listed company)
Office
Elected/appointed
Term expires
Director
4 September 2003
AGM on 11 May 2012
Within the GPA Group (Brazil)
• Chairman of the Board of Directors of Wilkes Participações S/A
(Wilkes);
• Director of Sendas Distribuidora S/A (Sendas);
• Director of Globex Utilidades S/A (Globex) (listed company);
• Director of Paic Participações Ltda, Península Participações
Ltda, Fazenda da Toca Ltda, Ciclade Participações Ltda,
Onyx 2006 Participações Ltda, Rio Plate Empreendimentos e
Participações Ltda, Zabaleta Participações Ltda and Wilkes
Participações S/A;
• Director Chairman of Recco Master Empreendimentos e
Participações S/A.
5
Board of Directors
Philippe Houzé
Director
Date of birth
27 November 1947, aged 64
Business address
40, boulevard Haussmann, 75009 Paris, France
Biography
Philippe Houzé began his career with Monoprix in 1969, becoming Chief Executive Officer in 1982 and Chairman and Chief
Executive Officer in 1994. Under his management, Monoprix has become the leading town-centre convenience store chain
through its innovative sales concepts. The strategic alliance he established with Casino in 2000 has contributed to Monoprix’s
success.
He is a member of the sustainable development association “Comité 21”, and author of “La vie s’invente en ville”. He has a
strong personal commitment to sustainable development and is closely involved in urban regeneration projects with a strong
focus on environmental and social responsibility. Since 2005, Philippe Houzé has been Chairman of the Management Board
of Galeries Lafayette, France’s leading department store group. He is a Commandeur de la Légion d’honneur.
Chairman of the Management Board of Société Anonyme des Galeries Lafayette
Office
Elected/appointed
Term expires
Director
4 September 2003
AGM on 11 May 2012
Within the Galeries Lafayette group
Outside the Galeries Lafayette group
• Chairman and Chief Executive Officer of Monoprix S.A.;
• Director of HSBC France and HSBC Bank plc (United Kingdom);
• Chairman of the Board of Directors of Artcodif (SA)
and Fondation d’Entreprise Monoprix;
• Chairman of Union du Grand Commerce de Centre-Ville (UCV);
• Chairman of Galeries Lafayette Haussmann – GL Haussmann
(SAS);
• Vice-Chairman and Chief Executive Officer of Motier (SAS);
• Member of the Supervisory Board of Bazar de l’Hôtel de Ville –
B.H.V. (SAS);
• Permanent representative of Monoprix SA on the Board
of Directors of Fidecom;
• Permanent representative of Galeries Lafayette on the Boards
of Laser and Laser Cofinoga.
• Member of the Board of Directors of the National Retail
Federation (NRF-USA);
• Within the Paris Chamber of Commerce and Industry:
- Elected member of the Paris Chamber of Commerce
and Industry,
- Chairman of the Founding Board of Advancia-Négocia,
- Vice-President of the Commerce and Trade Commission,
- Member of the Education Commission.
To the best of the Company’s knowledge, during the last five years none of the members of the Board of Directors has received
any convictions in relation to fraudulent offences or has acted in the capacity of manager of a company that has undergone
bankruptcy or been placed in receivership or liquidation. In addition, no director has received an official public incrimination
and/or sanction by any statutory or regulatory authority or has ever been disqualified by a court from acting as a member
of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the
affairs of any issuer.
There are no directors elected by the employees or directors representing the employee shareholders.
There are no family ties between the directors.
206
Management
5
5.2.
Management
5.2.1. Chairman and Chief Executive Officer
At its meeting of 19 May 2009, acting on the recommendation
of the Appointments and Compensation Committee, the Board
of Directors renewed Jean-Charles Naouri’s term of office as
Chairman and Chief Executive Officer for the remainder of his
term as a director, expiring at the annual general meeting to
be held on 11 May 2012.
As Chairman of the Board of Directors, Jean-Charles Naouri
organises and leads the work of the Board and reports thereon
at Shareholders’ Meetings. He is also responsible for ensuring
that the Company’s corporate governance structures function
correctly.
Restrictions on the Chief Executive
Officer’s powers
act in all circumstances in the name of the Company within the
limits of its corporate purpose, and except for those powers
vested by law in the Board of Directors or in the shareholders
in a General Meeting. The Chief Executive Officer represents
the Company in its dealings with third parties.
However, at the time of his appointment, with a view to
ensuring good corporate governance, Jean-Charles Naouri
requested that the restrictions on the Chief Executive Officer’s
powers relating to certain management transactions should
remain in place, based on the type of transaction concerned
and/or the amounts involved. These restrictions are set out
in the Chairman’s Report (see page 214).
Jean-Charles Naouri is the Company’s only executive officer.
Under Article L. 225-56 of the French Commercial Code (Code
de commerce), the Chief Executive Officer has full powers to
5.2.2. Executive Committee
The Executive Committee, headed by the Chairman and
Chief Executive Officer, is responsible for the day-to-day
management of the Group’s operations. It implements the
strategic guidelines set out by the Board of Directors and the
Chief Executive Officer. It helps to shape strategy, coordinates
and shares initiatives, and tracks cross-functional projects
to ensure the alignment of action plans deployed by the
subsidiaries and operating divisions, and, in this capacity, sets
priorities when necessary. It monitors the Group’s results and
financial position and draws up the Group’s overall business
plans. The Committee meets fortnightly.
■
Hervé Daudin, Merchandise and Supply Chain Director,
Chairman of the Board of EMCD;
■
Yves Desjacques, Human Resources Director;
■
Jacques Ehrmann, Real Estate and Expansion Director,
Chairman and Chief Executive Officer of Mercialys;
■
Antoine Giscard d’Estaing, Chief Financial Officer;
■
André Lucas, Managing Director, Hypermarkets and Casino
Supermarkets;
■
Arnaud Strasser, Corporate Development and Holdings
Director;
The Executive Committee comprises the following members:
■
Gonzalo Restrepo, Chairman of the Exito Group;
Jean-Charles Naouri, Chairman and Chief Executive Officer;
■
Committee Secretary: Omri Benayoun.
■
5.2.3. Executive Officers’ compensation and Directors’ fees
The principles and rules approved by the Board of Directors
for determining the compensation and benefits allocated to
corporate officers are described in the Chairman’s report on
page 217.
Chairman and Chief Executive Officer’s
compensation
In his capacity as Chairman and Chief Executive Officer, JeanCharles Naouri receives a fixed salary plus a performancerelated bonus set annually on the recommendation of the
Appointments and Compensation Committee, supported
where appropriate by market surveys conducted by outside
consultants.
5
Management
His gross annual fixed salary, which has remained unchanged
since his appointment on 21 March 2005, is €700,000. His
performance-related bonus can represent up to 150% of his
fixed salary. It is contingent on the achievement of quantitative
targets concerning consolidated revenue, trading profit and net
profit, consistent with those set for members of the Executive
Committee.
Compensation paid to the Chairman
and Chief Executive Officer by Casino
Total compensation, directors’ fees and benefits paid by the
Company to Jean-Charles Naouri in his capacity as Chairman
and Chief Executive Officer in 2010 and 2011:
2010
Amount due
€
Fixed
(1)
Variable (1) (2)
Exceptional bonus
Directors’ fees
Benefits
TOTAL
(3)
2011
Amount paid
(4)
Amount due
(3)
Amount paid (4)
700,000
700,000
700,000
700,000
532,778
233,333
641,568
532,778
-
-
-
-
12,500
12,500
12,500
12,500
-
-
-
-
1,245,278
945,833
1,354,068
1,245,278
(1) Gross before social security contributions and tax.
(2) The method of setting the performance-related component is described in the Chairman’s report on page 217.
(3) Compensation due in respect of the relevant year regardless of payment date.
(4) Total compensation paid by the Company during the year.
Jean-Charles Naouri has no employment contract. He is not
entitled to supplementary pension benefits, termination benefits
or non-compete benefits. He is a member of the mandatory
group pension plans (ARRCO and AGIRC) and the death and
disability plan covering all employees within the Company.
Compensation paid to the Chairman and Chief Executive Officer by Casino, GuichardPerrachon and other Euris group companies
The table below shows all compensation, directors’ fees and benefits paid to the Chairman and Chief Executive Officer in
2010 and 2011 by Casino, Guichard-Perrachon, its subsidiaries, its controlling companies and companies controlled by them.
€
Compensation due for the year
2010
2011
2,216,111 (1)
2,674,068 (2)
Valuation of stock options granted during the year
Not applicable
Not applicable
Valuation of share grants made during the year
Not applicable
Not applicable
2,216,111
2,674,068 (3)
TOTAL
(1) Compensation and/or directors’ fees paid in respect of 2010 by Casino, Guichard-Perrachon (€1,245,278), Rallye (€10,000), Finatis (€833) and Euris (€960,000).
(2) Compensation and/or directors’ fees paid in respect of 2011 by Casino, Guichard-Perrachon (€1,354,068), Rallye (€10,000) and Euris (€1,310,000).
(3) Compensation and/or directors’ fees paid in 2011 by Casino, Guichard-Perrachon, its controlling companies and companies controlled by them amounted to a total
of €2,566,111.
No compensation or directors’ fees were paid to the Chief Executive Officer by subsidiaries of Casino, Guichard-Perrachon.
Directors’ fees
At their meeting of 19 May 2009, the shareholders set the total
amount of directors’ fees to be allocated to members of the
Board and the Committees of the Board at €650,000. These
fees are allocated among directors on the following basis, in
line with the recommendations made by the Appointments
and Compensation Committee.
208
The total fee per director, unchanged since 2007, is set at
€25,000, comprising a fixed fee (€8,500) and a variable fee
(€16,500 maximum) based on their attendance rate at Board
meetings. Variable fees not paid to absent members are not
reallocated.
The total fee for the Chairman and for directors representing
the majority shareholder is capped at €12,500.
Management
On his appointment, the Chairman of the Board of Directors
waived the additional fee of €25,000 previously paid to the
Chairman.
An additional fee is paid to Antoine Guichard for the duties
he performs as Honorary Chairman in recognition of his
attendance at meetings and his continuing input to the
Company.
Members of the Board Committees receive a fixed fee
(€6,500) and a variable fee based on attendance (up to
€13,500 for members of the Audit Committee and up to
€8,745 for members of the Appointments and Compensation
Committee). Variable fees not paid to absent members are
not reallocated. Each member of the Audit Committee also
received an additional exceptional fee of €5,000 for the two
5
meetings held in 2011 to discuss the derogation from the
restrictions on general management powers.
Under the authority granted by the shareholders on 29 April
2010, the Board of Directors agreed to allocate a fee to the
non-voting director on exactly the same basis, i.e. €25,000
comprising a fixed fee of €8,500 and a variable fee of up to
€16,500 based on attendance. This sum is deducted from
the total amount of directors’ fees voted by the shareholders.
Total directors’ fees paid in January 2012 in respect of 2011
to members of the Board of Directors, the non-voting Director
and the Committees of the Board amounted to €486,733. Total
directors’ fees paid in January 2011 in respect of 2010 was
€462,259. The difference reflects the fact that two directors
stood down during 2010.
Compensation and/or directors’ fees paid to the non-executive directors
Total compensation and directors’ fees paid in 2010 and 2011 by the Company, its subsidiaries, companies that control it
and companies controlled by them, to the non-executive directors and the non-voting director can be analysed as follows:
Directors’ fees and compensation paid
2010
€
Directors
Didier Carlier (2)
2011
Directors’ fees
Other compensation (1)
Directors’ fees
Other compensation (1)
17,908
545,531 (5)
12,500
586,265
25,000
-
15,833
-
Pierre Giacometti (3)
51,217
-
24,646
-
37,495
-
32,996
-
Jean-Marie Grisard (4)
12,500
20,326
12,500
12,083
Antoine Guichard
61,000
-
61,000
-
Philippe Houzé
25,000
370,039
25,000
370,612
11,250
-
17,667
-
Didier Lévêque
12,500
(6)
12,500
577,543
Gilles Pinoncély
64,267
-
45,000
-
615,536
40,245
-
54,099
-
David de Rothschild
27,059
-
25,831
-
55,000
-
45,000
-
23,186
-
38,412
-
(1) Directors’ fees and/or compensation and benefits paid by Casino’s subsidiaries and/or companies that control Casino or companies controlled by them.
(2) Representative of Euris, parent company of the Group, which in 2011 received a total of €3,942,465 in strategic advisory fees from all companies it controls,
including €350,000 from Casino (unchanged from 2010).
(3) Director and member of the Audit Committee until 3 March 2010, when appointed non-voting director.
(4) Jean-Marie Grisard is also the Legal Manager of Frégatinvest, which received annual advisory fees of €130,000 in 2010 and 2011.
(5) In 2011, Didier Carlier received €545,531 in fees and compensation from Casino’s subsidiaries and/or companies that control Casino or companies controlled by
them, excluding an exceptional bonus of €200,000.
(6) In 2011, Didier Lévêque received €615,536 in fees and compensation from Casino’s subsidiaries and/or companies that control Casino or companies controlled by
them, excluding an exceptional bonus of €21,250.
5
Management
Total compensation and directors’ fees paid in 2012 in respect of 2011 by the Company to directors other than the Chairman
and Chief Executive Officer and the non-voting director can be analysed as follows:
Directors’ fees paid in January 2012 in respect of 2011
Directors
Fixed
Committees
Variable
Fixed
Variable
-
Didier Carlier
4,250
8,250
-
8,500
12,833
-
-
Pierre Giacometti
8,500
16,500
-
-
8,500
9,167
6,500
8,745
Jean-Marie Grisard
4,250
8,250
-
-
Antoine Guichard
61,000
-
-
-
Philippe Houzé
8,500
12,833
-
-
8,500
5,500
-
-
Didier Lévêque
4,250
8,250
-
-
Gilles Pinoncély
8,500
16,500
6,500
18,500
27,245
8,500
11,000
13,000
David de Rothschild
8,500
12,833
6,500
4,372
8,500
12,833
6,500
18,500
8,500
16,500
6,500
8,745
Catherine Lucet (1)
7,083
14,667
-
-
3,542
7,333
-
-
Michel Savart
(1) (2)
(1) Appointed on 28 February 2011.
(2) In 2011 Michel Savart received €781,596 in fees and compensation from Casino’s subsidiaries and/or companies that control Casino or companies controlled by
them, excluding a deferred bonus of €1,000,000.
Executive Committee compensation
The Appointments and Compensation Committee is advised
of the compensation policy for members of the Executive
Committee.
This policy is designed to ensure a competitive compensation
positioning relative to general market practices and to be
in line with similar French companies. It is also designed to
encourage and reward performance both in terms of Group
activity and results and individual performance.
Total compensation paid to Executive Committee members
comprises a fixed and a variable component.
The variable component is contingent on the achievement
of various targets:
■
quantitative Group targets, which are identical to those set
for the Chief Executive Officer;
■
personal quantitative targets based on the operating units
and departments for which the person is responsible (e.g.
achievement of budget or strategic plan);
■
personal qualitative targets based on a general appraisal
mainly taking account of managerial attitudes and behaviour.
An annual “road map” sets out the applicable criteria, the
weighting assigned to each criterion in the overall appraisal,
and the targets to be met.
210
The variable component can be up to 50% of the fixed salary
if targets are reached and up to 100% if they are exceeded.
In 2011, total compensation and benefits paid by the Company
and its subsidiaries to Executive Committee members other
than the Chairman and Chief Executive Officer amounted to
€9,498,735, including €2,477,818 in performance-related
bonuses for 2010 and €31,544 in benefits.
Stock options and share grants
The Chairman and Chief Executive Officer has not been
and is not entitled to receive stock options or share grants
from Casino, Guichard-Perrachon, companies it controls or
companies that control it.
As employees, members of the Executive Committee may
receive stock options and/or share grants each year, as part
of a policy to retain key people and involve them in the Group’s
development.
Share grants are contingent on the achievement of a
performance condition specific to the company and to the
grantee being employed by the Group on the vesting date.
Stock options are contingent on the optionee being employed
by the Group on the exercise date.
Management
Options are granted with no discount to the share price and the
exercise price is based on the average quoted prices during
the twenty trading days immediately prior to the grant date.
In addition to the annual allocation, the company may also
make share grants on an exceptional basis, especially to
employees who have made a significant contribution to
strategic or highly-complex transactions.
In 2011, members of the Executive Committee received the
following:
■
35,525 share grants, including 7,225 on an exceptional
basis, subject to a performance condition and a continued
employment condition;
■
58,180 share grants made on an exceptional basis to seven
members of the Executive Committee, subject only to a
continued employment condition.
In 2011, a total of 11,175 stock options on new Casino shares
were exercised by Executive Committee members.
Board of Directors and senior management
conflicts of interest
day-to-day management of the Group. It also signed a
strategic advice and assistance agreement in 2003 with Euris,
the ultimate holding company whose majority shareholder is
Jean-Charles Naouri, under which it receives advice from the
Rallye Group, Casino’s majority shareholder. Fees paid under
this agreement amounted to €350,000 before tax. No benefits
are granted under the provisions of the agreement.
5
■
Jean Charles Naouri, Didier Carlier, Jean Marie Grisard,
Didier Lévêque and Michel Savart, directors or permanent
representatives of the Rallye and Euris groups, are executives
and/or members of the Board of companies belonging to
those groups and receive compensation and/or directors’
fees in that capacity.
■
Philippe Houzé, director of Casino and also Chairman
and Chief Executive of Monoprix and Chairman of the
Management Board of Galeries Lafayette, is in a position
of conflict given the dispute between Casino and Galeries
Lafayette over Monoprix. Abilio Diniz, director of Casino
and also Chairman of the Board of Directors of Wilkes and
CBD, is in a position of conflict with respect to his dispute
with Casino over CBD.
The responsibilities of the Audit Committee and the
Appointments and Compensation Committee, both of which
comprise a majority of independent directors, help to prevent
conflicts of interest and ensure that the majority shareholder
does not abuse its position.
The Statutory Auditors’ special report on regulated agreements
signed between the Company and (i) the Chairman and Chief
Executive Officer, (ii) a director, or (iii) a shareholder owning
more than 10% of the Company’s voting rights, or in the
case of a corporate shareholder the company controlling that
shareholder, and which were not entered into on arm’s length
terms is presented on page 180 of this report.
No loans or guarantees have been granted by the Company
to any members of the Board of Directors.
5
Auditing of Financial Statements
5.3.
Auditing of Financial Statements
5.3.1. Statutory Auditors
Statutory Auditors
Alternate Auditors
Auditex
Engagement partners: Daniel Mary-Dauphin and Sylvain
Lauria (since 2009).
Alternate to Ernst & Young et Autres.
First appointed: 20 May 1978.
Current term ends: At the close of the Annual General Meeting
to be held in 2016 to approve the financial statements for the
year ending 31 December 2015.
First appointed: 29 April 2010.
In line with the French Financial Security Act of 1 August 2003,
the Ernst & Young engagement partners were rotated for the
first time in 2009.
BEAS
Engagement partners: Gérard Badin (since 2011) and Antoine
de Riedmatten (since 2010).
Alternate to Deloitte & Associés.
5.3.2. Statutory Auditors’ fees
Financial year ended 31 December 2011 and 2010.
Amount (excl. VAT)
%
Amount (excl. VAT)
%
2011
2010
2011
2010
2011
2010
2011
2010
546,333
269,000
13%
6%
193,000
150,000
13%
40%
3,446,286 4,011,853
79%
90% 1,290,776
202,331
84%
54%
13,500
2%
4%
€
AUDIT
1. Statutory and contractual
audit services
• Issuer
• Fully-consolidated subsidiaries
2. Other audit-related services
• Issuer
24,000
73,000
302,085
53,500
7%
4,318,704 4,407,353
99%
• Fully-consolidated subsidiaries
Sub-total
1%
2%
24,000
1%
14,600
-
1%
-
99% 1,522,376
365,831
99%
98%
7,515
1%
2%
OTHER SERVICES PROVIDED TO FULLY-CONSOLIDATED SUBSIDIARIES
3. Legal and tax advice
-
2,994
4. Other (specify if more
than 10% of audit fees)
47,500
47,500
1%
1%
-
-
0%
-
Sub-total
47,500
50,494
1%
1%
8,285
7,515
1%
2%
4,366,204 4,457,847
100%
100% 1,530,661
373,346
100%
100%
TOTAL
212
0%
0%
8,285
Chairman’s Report
5
5.4.
Chairman’s Report
In accordance with Article L. 225-37 of the French Commercial
Code (Code de commerce), the Chairman is required to
report to shareholders annually on the Company’s corporate
governance practices as well as internal control and risk
management procedures.
The report, which is attached to the management report on
Groupe Casino’s operations for the year ended 31 December
2011, has been reviewed by the Appointments and
Compensation Committee and the Audit Committee and
approved by the Board of Directors. It was made available to
shareholders prior to the Annual General Meeting.
As required by article L 225-235 of the French Commercial
Code (Code de commerce), the Statutory Auditors have
reviewed and issued an opinion on the information contained
in the report regarding internal control over financial reporting
as well as a statement regarding the inclusion of other required
information.
5.4.1. Corporate governance
Corporate governance code
In line with the Company’s policy of implementing good
governance practices, the Board of Directors has adopted
the AFEP-MEDEF corporate governance code published
in April 2010, in particular, as its reference code for the purpose
of preparing this report.
The AFEP-MEDEF code can be found on the Company’s
website http://www.groupe-casino.fr.
Board of Directors
1. Composition of the Board of Directors
The composition of the Board of Directors is presented on
page 184.
2. Board practices
The rules governing the functioning of the Board of Directors
are set out in law, the Company’s articles of association, the
Board of Directors’ Charter and the charters of the Board
Committees.
Organisation and procedures of the Board of
Directors
Since the Board of Directors’ meeting of 21 March 2005,
the functions of Chairman of the Board and Chief Executive
Officer have been combined. Jean-Charles Naouri has been
Chairman and Chief Executive Officer since that date.
In a highly competitive and fast-changing environment, this
combination of functions is designed to strengthen the link
between strategic and management decisions, and to optimise
and shorten decision-making channels.
The organisation and procedures of the Board of Directors
are described in the Board of Directors’ Charter adopted
in December 2003 and amended by the Board of Directors
on 13 October 2006, 7 December 2007, 27 August 2008,
and 28 February, 29 June and 27 July 2011. It outlines
and clarifies the applicable provisions of the law and the
Company’s articles of association. It also incorporates the
corporate governance principles that the Board of Directors
is responsible for implementing.
The Board of Directors’ Charter describes the procedures,
powers, role and duties of the Board and its committees: the
Audit Committee and the Appointments and Compensation
Committee.
It also sets out the rules of conduct and principles of good
governance to be followed by directors, particularly with regard
to the duty of confidentiality referred to in Article L. 465-1 of
the French Monetary and Financial Code (Code monétaire
et financier) and Articles 621-1 et seq. of the General
Regulations of the Autorité des Marchés Financiers (AMF) on
inside information and insider trading, and the prohibition on
dealing in the Company’s shares during the “closed period”
of 15 days prior to publication of the Company’s annual and
interim results.
It specifies the requirement for directors to be registered on
the list of insiders drawn up by the Company in connection
with regulations aimed at more effectively preventing insider
trading, and details the disclosure requirements for dealings
in the Company’s shares by directors, corporate officers and
by people with whom they have close personal ties.
The Board of Directors’ Charter incorporates the principle of
formal and regular assessments of the Board of Directors’ work
and performance, describes how Board meetings are to be
conducted, and authorises directors to take part in meetings
via videoconference or any telecommunications medium.
5
Chairman’s Report
Role and duties of the Board of Directors
In accordance with Article L. 225-35 of the French Commercial
Code (Code de commerce), the Board of Directors is
responsible for defining the Company’s broad strategic
objectives and ensuring their implementation. Except for those
powers expressly vested in the shareholders in the General
Meeting, the Board of Directors considers and decides on
all matters related to the Company’s operations, subject to
compliance with the corporate purpose.
It also carries out any verifications or controls it deems
appropriate.
The Board of Directors reviews and approves the annual and
interim financial statements of the Company and the Group,
as well as the management reports on the operations and
results of the Company and its subsidiaries. It also approves
budgets and forecasts, reviews and approves the Chairman’s
report, appoints the Chairman and Chief Executive Officer and
decides on his compensation, determines whether the offices
of Chairman and Chief Executive Officer are to be combined
or split, allocates stock options and share grants, establishes
employee share ownership plans, and reviews the Company’s
equal opportunity and equal pay policy annually.
Powers of the Chief Executive Officer
Under Article L. 225-56 of the French Commercial Code (Code
de commerce), the Chief Executive Officer has full powers to
act in all circumstances in the name of the Company within the
limits of its corporate purpose, and except for those powers
vested by law in the Board of Directors or in the shareholders in
a General Meeting. He represents the Company in its dealings
with third parties.
In line with the principles of good corporate governance, the
Chairman has decided that certain management transactions
must receive the Board’s prior authorisation in view of the type
of transaction and/or the amounts involved. The ceilings set
ensure that the Board of Directors remains responsible for
the most significant transactions in type and amount, in line
with the law and with good corporate governance practices.
The Chief Executive Officer must therefore obtain the Board’s
prior authorisation for the following:
■
■
transactions that are likely to affect the strategy of the
Company and its subsidiaries, their financial position or
scope of business, such as the signature or termination of
industrial and commercial agreements likely to materially
influence the Group’s future development;
transactions representing over five hundred million euros
(€500,000,000), including but not limited to:
- investments in securities and immediate or deferred
investments in any company or business venture,
214
- sales of assets, rights or securities, in exchange for
securities or a combination of securities and cash,
- acquisitions of real property or real property rights,
- purchases or sales of receivables, acquisitions or
divestments of goodwill or other intangible assets,
- issues of securities by directly or indirectly controlled
companies,
- granting or obtaining loans, borrowings, credit facilities or
short-term advances,
- agreements to settle legal disputes,
- disposals of real property or real property rights,
- full or partial divestments of equity interests,
- granting security interests.
By derogation to the above rules, the Chief Executive may,
on an exceptional basis and after obtaining the opinion of the
Audit Committee, carry out any transaction not exceeding
15% of consolidated equity as measured at the previous
year-end. The Chairman reports on any such transaction at
the next Board meeting.
These provisions apply to transactions carried out directly by
the Company and by all entities controlled directly or indirectly
by the Company, except for intragroup transactions.
The Chairman and Chief Executive Officer has specific annual
authorisations as regards loans, credit lines and bond or other
debt security issues.
In 2011, he was authorised to issue guarantees or other
security interests to third parties in the Company’s name,
subject to a maximum annual limit of €600 million and a
maximum limit per commitment of €300 million.
He may negotiate, implement, roll over, extend and renew
loans, confirmed credit lines, short-term advances and all
syndicated or non-syndicated financing contracts, subject
to a maximum annual limit of €3 billion and a maximum limit
per transaction of €500 million. To cover seasonal needs, he
may also negotiate, implement, roll over and extend short-term
advances up to a maximum amount of €1 billion. He may also
issue bonds or any other debt securities (other than commercial
paper), under the EMTN programme or otherwise, subject
to a ceiling of €3 billion, determine the terms and conditions
of such issues and carry out all related market transactions.
He may issue commercial paper up to a maximum amount
of €1 billion a year.
Chairman’s powers
The Chairman organises and leads the work of the Board of
Directors and reports thereon to the shareholders.
He calls Board meetings and is responsible for drawing up
the agenda and minutes. He also ensures that the Company’s
corporate governance structures function correctly and that
the directors are capable of fulfilling their duties.
Chairman’s Report
Independence of directors
The Appointments and Compensation Committee is tasked
with monitoring the relationships between directors and the
Company or its subsidiaries to ensure that there is nothing
which could interfere with their freedom or judgement or
potentially lead to a conflict of interest.
The Committee reviews the composition of the Board of
Directors on an annual basis, and more specifically the
independence of directors with regard to the criteria set out
in the AFEP-MEDEF corporate governance code. It reports
on its work to the Board of Directors.
Work performed by the Board of Directors
during 2011
The Board of Directors met nine times in 2011. The average
attendance rate was 84% with each meeting lasting an average
of one hour and forty-five minutes.
Approval of the financial statements –
Operations of the Company and its subsidiaries
The Board of Directors reviewed the financial statements
for the year ended 31 December 2010 and for the first half
of 2011, as well as the budgets and forecasts for Casino,
Guichard-Perrachon. It approved the reports and resolutions
to be put to the Annual General Meeting on 14 April 2011.
It was informed of the Group’s operations and results for
the three months to 31 March 2011 and the nine months to
30 September 2011 and received a quarterly presentation of
debt, financing and available cash.
The Board of Directors authorised various strategic transactions
for which its approval is required under the Company’s
governance practices. These transactions included Casino’s
contribution to the Colombia-based Exito subsidiary of its
operations in Uruguay and Exito’s new share issue, the new
share issue proposed by the Group’s Thai subsidiary Big C, and
the implementation of a Casino-sponsored level 1 American
Depositary Receipt (ADR) programme on the OTC market
in the United States. It also approved the arrangement of a
$900 million medium-term financing facility and was informed
of the various bond issues made during the year.
The Board reviewed the deal proposed by Gama, Abilio Diniz
and Carrefour to merge GPA with Carrefour’s operations in
Brazil and after analysis and discussion concluded that the
proposal was not in the interests of GPA, its shareholders or
Casino.
The Board received a specific presentation on the Group’s
gender equality policy.
Compensation – Allocation of stock options
and share grants
The Board of Directors set the Chairman and Chief Executive
Officer’s fixed salary and performance-related compensation
5
targets for 2011, and determined his performance-related
compensation for 2010. It set the procedures for allocating
fees payable to directors, the non-voting director and Board
Committee members for 2011.
It also made share grants subject to continued employment
and performance conditions and made exceptional share
grants to senior executives of the Group responsible for
implementing and ensuring the success of strategic or
highly-complex transactions.
Corporate governance
The Board of Directors reviewed its position with regard to
corporate governance issues, including the composition and
organisation of the Board and its Committees, as well as
directors’ independence. It approved the introduction of a
system of retirement by rotation for Board members and the
implementation of a new Board assessment.
It approved the derogation to the restrictions on Senior
Management powers enabling the Chief Executive Officer
to carry out any transaction up to a maximum of 15% of
consolidated equity as measured at the previous year-end,
Audit Committee.
It approved the Chairman’s Report on corporate governance,
internal control and risk management.
In addition, it was advised of the work of the Board
Committees, as described below.
Committees of the Board
The Board of Directors is currently assisted by two committees:
the Audit Committee and the Appointments and Compensation
Committee.
The members of these committees, all of whom are directors,
are appointed by the Board, which also designates their
chairmen. The Chairman and Chief Executive Officer does
not sit on and is not represented on either of the committees.
The role, duties and procedures of each committee were
defined by the Board when they were first established and
are incorporated in the Board of Directors’ Charter.
Audit Committee
¾ Composition
The Committee has three members, two of whom – Frédéric
Saint-Geours (Chairman) and Gérald de Roquemaurel – are
independent. The third member is Gilles Pinoncely.
All members of the Audit Committee hold or have held
corporate executive positions and therefore have the financial
or accounting skills required by article L. 823-19 of the French
Commercial Code (Code de commerce).
5
Chairman’s Report
¾ Role and duties
The Audit Committee is responsible for assisting the Board
of Directors in reviewing the annual and interim financial
statements, and in dealing with transactions or events that
could have a material impact on the position of the Company
or its subsidiaries in terms of commitments and/or risks.
As required by article L. 823-19 of the French Commercial
Code (Code de commerce), it therefore deals with matters
relating to the preparation and control over accounting and
financial information.
It monitors the effectiveness of internal control and risk
management systems, auditing of the statutory and
consolidated financial statements and the independence of
the Statutory Auditors.
Its powers and duties are set out in a Charter, including those
concerning risk analysis and the identification and prevention
of management errors.
¾ Work performed in 2011
The Audit Committee met seven times in 2011 with all
members in attendance.
During its meetings the Committee reviewed the annual and
interim accounts closing processes and read the Statutory
Auditors’ post-audit report, which included a discussion of
the accounts and of all consolidation operations. It reviewed
off-balance sheet commitments, risks, and the accounting
policies applied in relation to provisions, as well as legal and
accounting developments. It was informed of the Statutory
Auditors’ audit plan and fees for 2011.
It reviewed the Company’s various risk management
documents, and the Chairman’s report on internal control
and risk management.
It discussed the audit assignments carried out during 2011
with the internal audit department, the conditions in which
they took place and the 2012 audit plan.
It was informed of the Statutory Auditors’ conclusions on
procedures relating to the preparation and processing of
accounting and financial information and on the plan and
timeline for the 2011 year-end reporting process.
It made comments and recommendations on the work carried
out and its oversight. It was also informed of the work carried
out in 2011 by the Group Internal Control Department and
duly noted that the internal control procedures for subsidiaries
and business units had been updated.
The Committee issued its opinion twice on transactions to be
carried out under the derogation procedure set out in Article 8
of the Board Charter.
216
It also noted the creation of a Risk Prevention Committee to
replace the former Risk Management Committee, whose role
is to assist senior management in implementing the Group’s
risk prevention policy.
The Chairman of the Committee reported to the Board of
Directors on the work carried out at each Committee meeting.
Appointments and Compensation Committee
¾ Composition
The Committee has four members, three of whom – RoseMarie Van Lerberghe (Chairman), Henri Giscard d’Estaing and
Gérald de Roquemaurel – are independent. The other member
is David de Rothschild.
¾ Role and duties
The Committee’s primary role is to assist the Board of Directors
in reviewing candidates for appointment to senior management
positions and for election to the Board of Directors, setting
and overseeing the Group’s executive compensation, stock
option and share grant policies, and establishing employee
share ownership plans.
Its powers and duties are set out in a Charter, including those
concerning organising the assessment process for the Board of
Directors’ practices and performance, and ensuring compliance
with the Company’s corporate governance principles, Code
of Conduct and Board of Directors’ Charter.
¾ Work performed in 2011
The Committee met four times in 2011 with an attendance
rate of 87.5%.
During the year, the Committee undertook its annual review of
Board and Board Committee practices and compliance with
the corporate governance principles and code of conduct
set out in the AFEP-MEDEF code and the Board Charter. It
presented recommendations to the Board of Directors.
It examined each director’s relations with Group companies
that could compromise his or her freedom of judgment or lead
to a conflict of interest.
It made proposals concerning the method of determining the
Chairman and Chief Executive Officer’s fixed and performancerelated compensation for 2011, setting the performance-related
component for 2010 and allocating directors’ fees to members
of the Board of Directors and Board Committees, as well as
the non-voting director.
It reviewed the Chairman’s report on corporate governance
and the information on corporate governance contained in
the management report.
Chairman’s Report
5
It gave its opinion on the proposal to allocate share grants to
Group employees.
Board of Directors on 2 December 2011 and was unchanged
from the previous year:
It made recommendations on renewing the specific annual
authorisations given to the Chairman and Chief Executive
Officer. It approved the proposal to introduce a derogation to
the restrictions on the Chairman and Chief Executive Officer’s
powers enabling him to carry out any transaction up to a
maximum of 15% of consolidated equity as measured at the
previous year-end, on an exceptional basis and after obtaining
the opinion of the Audit Committee.
■
The total fee per director is set at €25,000, comprising a fixed
fee of €8,500 and a variable fee based on their attendance
rate at Board meetings, capped at €16,500, unchanged
since 2007. Variable fees not paid to absent members are
not reallocated.
■
The total fee for the Chairman and for directors representing
the majority shareholder is capped at €12,500. On his
appointment, the Chairman of the Board of Directors waived
the additional fee of €25,000 previously paid to the Chairman.
■
An additional fee is paid to Antoine Guichard for the duties
he performs as Honorary Chairman in recognition of his
attendance at meetings and his continuing input to the
Company.
■
The non-voting director receives an identical fee to the other
directors, which is deducted from the total amount voted
by the shareholders.
■
Members of the Board Committees receive a fixed fee
(€6,500) and a variable fee based on attendance (up to
€13,500 for members of the Audit Committee and up to
€8,745 for members of the Appointments and Compensation
Committee). Variable fees not paid to absent members are not
reallocated. An exceptional fee of €5,000 was paid to each
member of the Audit Committee for the two extraordinary
meetings held in 2011 to discuss the derogation to the
restrictions on the Chief Executive Officer’s powers.
It reviewed the proposal to introduce a system of retirement
by rotation for Board members as of 2012.
It also implemented a new Board assessment following the
one carried out in the first quarter of 2009.
The Chairman of the Committee reported to the Board of
Directors on the work carried out at each Committee meeting.
The Committee uses outside research and comparative
surveys, mainly carried out by specialist firms, to assist it in
some of its duties.
Procedures for determining Executive Officers’
compensation and directors’ fees
The Chairman and Chief Executive Officer receives a fixed
salary plus a performance-related bonus set annually on the
recommendation of the Appointments and Compensation
Committee, supported where appropriate by market surveys
conducted by outside consultants.
His performance-related bonus for 2011 was contingent on
the achievement of quantitative targets for the Company
concerning sales and consolidated trading profit as well as
underlying net profit, consistent with those set for members of
the Executive Committee. The performance-related component
can be up to 100% of his fixed salary if targets are reached
and up to 150% if they are exceeded.
Information provided to the Board of Directors
The Chairman or Chief Executive Officer is responsible for
providing all directors with the documents and information
they need to fulfil their role and duties.
Prior to each Board meeting, directors receive all the
information they require to prepare for the agenda items,
provided such information is available and sufficiently complete.
The Chairman and Chief Executive Officer has no entitlement
to supplementary pension benefits, termination benefits or
non-compete benefits. He is a member of the mandatory
group pension plans (ARRCO and AGIRC) and the death and
disability plan covering all employees within the Company.
Senior Management provides the Board of Directors at least
once a quarter with a status report on the business operations
of the Company and its main subsidiaries, including sales
figures and results trends, as well as information on debt and
credit lines and headcount data relating to the Company and
its main subsidiaries.
The Chairman and Chief Executive Officer is not entitled to
receive stock options or share grants from Casino, GuichardPerrachon, companies it controls or companies that control it.
The Board of Directors also reviews the Group’s off-balance
sheet commitments at least once every six months.
The method of allocating the directors’ fees voted by
shareholders among directors, members of the Board
Committees and the non-voting director was determined by the
The Chief Financial Officer and the Advisor to the Chairman
who acts as Secretary to the Board attend all Board meetings.
Other members of the Executive Committee attend as and
when necessary.
217
5
Chairman’s Report
Assessment of the Board’s practices
and performance
In accordance with the corporate governance code, the
Board of Directors’ Charter provides for an annual debate
on and regular assessment of the Board’s practices and
performance, organised and carried out by the Appointments
and Compensation Committee with the assistance of outside
consultants if required.
The last assessment was conducted internally during the first
quarter of 2012 by the Appointments and Compensation
Committee, using a questionnaire covering a set of issues
selected in advance based on market practices in the matter
and adapted to Casino’s specific requirements.
The comments and observations made by the directors during
the last assessment revealed that the Board practices are fully
satisfactory with regard to business conduct and corporate
governance principles. The directors also expressed a wish for
greater representation of women and non-French directors on
the Board, for more comprehensive information to be provided
ahead of Board meetings and for operating managers to be
invited to attend Board meetings on a more frequent basis.
Attendance at shareholders’ meetings
Information on attendance at shareholders’ meeting is set
out in articles 25, 27 and 28 of the Company’s articles of
association (see page 247).
Factors liable to have an influence in the
event of a public offer
Information on the Company’s capital structure and significant
direct or indirect interests in its share capital known by the
Company by virtue of articles L. 233-7 and L. 233-12 of the
French Commercial Code (Code de commerce) is provided
on pages 45 onwards.
The articles of association contain no restrictions on voting
rights or the transfer of shares. There are no agreements
known to the Company by virtue of article L. 233-11 of the
French Commercial Code (Code de commerce) that contain
pre-emption rights with respect to the sale or purchase of
the Company’s shares. There are no known shareholders’
agreements that could result in restrictions on the transfer of
shares and/or exercise of voting rights.
The Company has not issued any securities conferring special
control rights. There are no employee share schemes where
the voting rights are not exercised directly by the employees.
The rules governing the appointment and replacement of Board
members and amendment of the articles of association are
described on pages 244 onwards.
The powers of the Board of Directors are described on pages
213, 231 and 246. The Board’s powers to issue and buy back
shares are described on page 41 and page 38 respectively.
218
Agreements to which the Company is a party and which are
altered or terminate upon a change of control of the Company
are described on pages 34 (“Monoprix”) and 49 (“Liquidity
Risks”).
There are no agreements between the Company and its
directors or employees providing for compensation if they
resign because of a takeover bid, or are made redundant
without valid reason, or if their employment ceases because
of a takeover bid.
5.4.2. Chairman’s report on internal
control and risk management
Groupe Casino’s internal control and risk management
system is based on the risk management and internal control
reference framework published by the Autorité des Marchés
Financiers (AMF), which is a French adaptation principally of the
international framework published by the COSO (Committee
of Sponsoring Organizations of the Treadway Commission).
The work underlying this report involved interviews,
analysis of audit reports and circulation of AMF and internal
questionnaires. The format and content of the report is also
based on the AMF’s reference framework and the report of
its working group on audit committees.
The report and the underlying work have been presented to
the Audit Committee for review and opinion, and submitted
for approval to the Board of Directors of Casino, GuichardPerrachon in accordance with the law of 3 July 2008.
1. Scope of risk management and internal
control
In accordance with the AMF reference framework, the scope
of risk management and internal control as described in this
report covers the parent company and its subsidiaries within
the meaning of the French Commercial Code (Code de
commerce). The AMF reference framework requires the risk
management and internal control system to be adapted to the
specific characteristics of each company and the relationships
between the parent company and its subsidiaries.
2. Parties involved in risk management
and internal control
Senior Management, through the Executive Committee, is
responsible for defining, designing and implementing the risk
management and internal control system.
The Board of Directors of the parent company, Casino,
Guichard-Perrachon, is informed of the key features of the
internal control system by Senior Management. The Board
has set up an Audit Committee whose role is described below.
Chairman’s Report
The Board’s Audit Committee is responsible for checking that
Groupe Casino has the appropriate resources and structure
to identify, detect and prevent risks, errors and irregularities in
the management of the Group’s business. As such it fulfils a
clear, ongoing oversight role in relation to the risk management
and internal control system.
It issues observations and recommendations on audit work
performed within the Group, and carries out or commissions
any risk management or internal control analyses and reviews
it deems appropriate.
It oversees the financial reporting process and monitors the
effectiveness of internal control and risk management systems
in the Group. The Audit Committee’s Charter sets out its duties
and responsibilities in detail.
Group Internal Control is responsible for encouraging the
implementation of best internal control practices.
Its key duties are:
■
assisting Senior Management in identifying significant risks
in the Group’s business units;
■
setting out the Group’s key internal controls in general
procedures and risk matrices;
■
assisting the operating and support units in improving and
optimising the risk management and internal control systems
in place or to be deployed;
■
analysing issues identified by the operating or support
units involving deficiencies in internal control or significant
developments in processes or information systems.
Group Internal Control works with local internal control officers
in the various business units, forming a network of about 30
dedicated internal control staff.
Employees, executives and operating managers are all
responsible for making the risk management and internal
control system work through a continuous progress approach.
Lastly, the roles of Group Internal Audit and the business unit
internal audit departments in relation to internal control are
described in the section of this report on “Ongoing monitoring
of internal control”.
3. Limitations of risk management
and internal control
As stated in the AMF reference framework, no risk management
and internal control system can provide absolute assurance
that the Company’s objectives will be achieved. There are
limitations inherent in any system resulting from numerous
internal and external factors.
5
4. General risk management principles
4.1. Definition of risk management
Groupe Casino’s risk management system encompasses
a set of resources, behaviours, procedures and actions
adapted to the Group’s specific characteristics that enables
Senior Management to keep risks at acceptable levels for the
Company if not eliminate them altogether.
4.2. Objectives of risk management
The key objectives of risk management are:
■
create and preserve the Company’s value, assets and
reputation;
■
secure decision-making and the Company’s processes to
attain its objectives;
■
promote consistency of the Company’s actions with its values;
■
bring all employees together behind a shared vision of the
main risks.
4.3. Components of the risk
management system
4.3.1. Organisation
The Group’s risk management system is decentralised and
overseen by the parent company’s Senior Management. The
heads of each business unit are therefore responsible for
identifying, analysing and dealing with the main risks to which
they are exposed.
They are supported by Group Internal Control, which is
deploying a new reporting tool in all units designed to facilitate
the identification of significant risks and internal control activities
already in place, and the implementation of action plans to
improve the internal control system. It is meant for use as a
management and oversight tool and its content is validated
by the senior management of each business entity.
In addition, the Risk Prevention Committee’s role is to steer
the Company’s risk management system and ensure a
consistent overall approach to preventing risks that could
have a significant impact on the Company’s achievement of
its strategy or objectives or, more generally, on its long-term
survival.
Lastly, the Group also has a dedicated crisis management unit
which includes representatives of Senior Management and,
on a need basis, any other in-house or external capability
that may be required.
5
Chairman’s Report
4.3.2. Risk management process
Risk identification
The Casino Group is exposed to various types of risk, including
market risk, operational risk and legal risk. These risks are
described in the section of the annual report entitled “Risk
factors – Insurance”.
Each business unit is responsible for mapping the risks specific
to its own operations and, as stated earlier, is supported in the
risk identification process by Group Internal Control.
Risk analysis
Risks identified by each business unit are analysed and
quantified under the responsibility of the business unit head.
The work of Group Internal Control is underpinned by the
risk mapping. Its role and work are described in the section
of this report on “Organisation of the internal control system”.
Risks are reviewed regularly during Group Internal Audit
assignments, which evaluates them independently according to
their impact, likelihood of occurrence and strategic importance,
as well as in light of the existing internal control system.
insurance programmes taken out by the Group’s international
subsidiaries.
It is involved in monitoring all claims and receives information
from business units about events and developments likely to
change the terms and conditions of existing insurance policies.
4.3.3. Ongoing oversight of the risk management
system
The risk management system is monitored and reviewed
regularly by the business unit heads. Internal Audit takes
part in the oversight process through its audit assignments.
5. General internal control principles
5.1. Definition of internal control
Groupe Casino’s internal control system, which is defined and
implemented under the responsibility of the parent company, is
designed to help maintain control over its business operations,
achieve its operations effectively and make efficient use of
resources, whilst taking appropriate account of the major risks
that could prevent the Company from achieving its objectives.
Risk management
The control activities described below are aimed at reducing
those risks identified by each business unit head and at
group level whose occurrence could prevent the Group from
achieving its objectives.
In addition, the various risk identification and analysis tools are
monitored by the business units, which implement plans to
mitigate the risks. Group Internal Control may be involved in
implementing means of risk mitigation. For example, it runs a
fraud and corruption risk awareness programme to encourage
business unit heads to strengthen their risk management
systems on a continuous basis.
Internal Audit ensures that internal controls are properly
performed and identifies any residual risk. It makes
recommendations which are used to establish action plans
designed to mitigate risks. Through its follow-up audit role,
it also ensures that the risks identified during its initial audit
assignments are duly dealt with.
Each business unit is responsible for organising a business
continuity plan to deal with crisis risk and for setting up
a process for reporting critical information and managing
potentially harmful events. Local management may call on
the Group crisis management unit for support.
Group Insurance is responsible for insuring all insurable risks
for subsidiaries, where permitted by local legislation, and for
taking out and managing the appropriate insurance policies
on a centralised basis. It plays a cross-functional role in
operational management of insurance and in risk prevention.
It is directly responsible for taking out insurance policies
covering French subsidiaries and coordinates and oversees
220
5.2. Internal control objectives
More specifically, it aims to provide reasonable assurance
regarding:
■
compliance with applicable laws and regulations;
■
compliance with instructions and guidance issued by Senior
Management;
■
proper application of processes, particularly with regard to
safeguarding the Group’s assets;
■
reliability of financial information.
5.3. Internal control components
5.3.1. Internal control pre-requisites
Objective setting and communication
Groupe Casino sets its strategic and financial objectives in a
three-year business plan under the responsibility of the parent
company’s Senior Management. The plan is fully reviewed
and updated on an annual basis. The first year of the plan
constitutes the budget.
The Strategy department is responsible for drawing up the
plan, and in this role has the following tasks:
■
co-ordinating the preparation of three-year business plans
by the various Group business units and ensuring that they
are consistent with the Group’s strategy;
■
verifying the Group’s broad financial targets in association
with the business units’ finance departments, particularly
in terms of investments, financial resource allocation and
debt management;
Chairman’s Report
5
■
monitoring achievement of the plan, in association with the
Finance Department (mainly Financial Control) and updating
it regularly on the basis of actual results;
The Group also has specific training policies, particularly in
business management, personal development and the Group’s
various business areas.
■
working with the Executive Committee and the operating
units and support functions to draw up related correctiveaction plans and ensuring that the measures provided for
are implemented.
The business units base their pay policies on an analysis of
market practices and on the principle of internal fair treatment,
in order to motivate employees.
Rules of conduct and integrity
In 2011, Casino published a Group Code of Ethics based
on nine underlying principles, making commitments to its
employees and other stakeholders. The Code applies to all
Group subsidiaries and covers the commitments made under
the United Nations Global Compact in 2009.
Managerial practices are assessed each year during the annual
appraisal process to ensure that they conform with the Group’s
set of managerial attitudes and behaviour. The results will partly
determine the amount of variable compensation received.
The Code is relayed through a set of managerial attitudes and
behaviour applicable to all management staff.
Company or Group agreements covering various issues and
scopes of application, such as gender equality and arduous
jobs, were signed in 2011, illustrating the quality and depth
of dialogue with the trade unions, and the Group’s strict
compliance with legal and regulatory requirements.
5.3.2. Organisation
Information systems
Because of its broad range of business activities and
geographical reach, the Group has a decentralised structure
to take better account of each business unit’s local features
and to make the decision-making process more effective.
Groupe Casino has developed a target model based mainly
on two well-known management software suites available
on the market, one for administrative functions and one for
commercial functions. The model also encompasses IT industry
standards and governance frameworks to ensure that the
information systems are geared to the Group’s current and
future objectives. These references also serve as a basis to
spread best practices, particularly in areas such as physical
and logical security, data backup and business continuity.
In France, the business unit heads are responsible for applying
the Group’s strategy whilst in the international business units,
responsibility for implementation lies with the Country Managers
overseen by the International Co-ordination department and,
for external expansion issues, the Development and Holdings
department.
Each business unit has its own support departments, which
have a reporting line to the corresponding Group department.
Responsibilities and powers
¾ Segregation of duties
Each business unit is responsible for organising its structure
in such a way as to ensure proper segregation of duties. The
structure is set out in a formal organisation chart. Organisation
charts for the main operating units and support functions are
available on the Company’s intranet.
¾ Delegation of powers and responsibilities
The Group Legal and Human Resources departments manage
and supervise the process of delegating signature powers and
responsibilities in accordance with local law. They are partially
centralised within the Group Human Resources department.
Human resources policy
The Group’s human resources policy aims to ensure an
appropriate allocation of resources within the Group through
structured recruitment and careers management policies
designed to help achieve the objectives set by the parent
company.
Operating procedures, content
and communication methods
The Group has internal control procedures for its significant
business processes. They describe the objectives of the
process, the departments and activities concerned and the
guidelines to follow. These procedures are published on the
intranet sites and other documentary databases of the various
Group business units or circulated within the Company.
5.3.3. In-house dissemination of information
Appropriateness and reliability of information
Management is responsible for deciding what information
should be communicated down to employees and up to higher
staff or line management levels.
The Financial Control teams of each business unit use IFRS
accounting information in their standard monthly management
reports. Group Financial Control consolidates the report, which
is used to oversee operations and to identify any potential
errors and any variances against forecast and prior year data.
Dissemination of information
¾ Timeframe for providing information
The timeframe for providing information is designed to give
the parties involved sufficient time to react appropriately. This
is particularly true of events likely to lead to a crisis at Group
level, for which there is a specific alert procedure.
5
Chairman’s Report
¾ Communication methods
¾ Staff information and training on relevant
regulations
The Group’s information systems, intranet sites, databases and
other communication media are not only used to communicate
information but also to centralise and circulate procedures
applicable to various activities.
Documents drawn up by the legal team are made available to
the heads of the operating units to ensure that they comply
with all laws and regulations.
A specific procedure sets out what to do in situations likely
to lead to crisis at Group level. A reporting tool is used by
a number of business units for prompt reporting to Senior
Management.
The Group Legal department takes actions to raise the
awareness of the heads of the Group’s operating units
and support functions concerning legal risks. It circulates
procedures and provides training to employees.
¾ Confidentiality
¾ Control activities to ensure that operations comply
with regulations
All Group employees are bound by a duty of confidentiality
covering any information they obtain in the course of their
employment. Employees likely to obtain inside information
during the course of their employment are identified and
registered on an insider list, in accordance with the AMF’s
General Regulations.
5.3.4. Risk management system
The risk management system is described in the section of
this report on general risk management principles.
5.3.5. Control activities
Compliance with laws and regulations
The control activities described below aim to mitigate the legal
risks described in the section of the annual report entitled
“Risk factors – Insurance”.
¾ Organisation
The Group Legal department’s role is to ensure that the Group’s
operations comply with laws and regulations. It reports monthly
on all major pending legal matters and holds regular meetings
designed to spread good practices.
All consolidated companies have a legal department
responsible for ensuring that the company complies with all
applicable laws and regulations under the responsibility of the
Group Legal Counsel.
Tax matters are dealt with by a department reporting to the
Group’s Chief Financial Officer.
¾ Legal intelligence
Legal intelligence is the responsibility of each business unit’s
legal team, supported where necessary by external law firms.
The legal teams have access to databases and specialist
reviews to keep them abreast of developments on a daily basis.
The Human Resources and Legal departments are also
involved in legal intelligence with regard to labour law.
¾ Transcribing legislation into company regulations
The legal team is responsible for transcribing laws and
regulations applicable to the various business units. It prepares
and circulates opinions, standard procedures or memos on
the Group’s legal and regulatory obligations.
222
Compliance control is the responsibility of each company’s
management team or its delegated representatives. These
aspects of compliance are also controlled during internal
audits of operations. Disputes and litigation are overseen by
each Legal department, supported if necessary by external
lawyers and the Group Legal department.
Each legal department is responsible for ensuring compliance
with the relevant laws and regulations across its scope of
responsibility.
Compliance with Senior Management instructions
and guidance
¾ Circulating Senior Management instructions
and guidance
As described earlier, the Group’s objectives are set by Senior
Management and shared with the business unit heads. The
Strategy department is responsible for checking that the plan is
always consistent with Senior Management’s objectives. Each
business unit then drills down its own objectives to sub-unit
level. For international subsidiaries, the process involves the
International Co-ordination department, which is responsible
for ensuring consistency between the objectives and their
various projects.
¾ Monitoring compliance with instructions
and guidance
A number of key performance indicators are used to monitor
compliance with Senior Management instructions and
guidance, and to measure any variances against its objectives.
The frequency of indicator reporting depends on the type of
information. The financial reporting systems are used to monitor
performance on a consolidated and business unit basis.
Senior Management receives a monthly management report
drawn up by Group Financial Control, summarising its key
performance and management indicators and including the
main financial statements at consolidated and business unit
level. It also contains comments on achievement of objectives
and a report on the main actions in progress.
The information contained in the monthly report is reviewed by
Senior Management and the business unit’s management to
provide appropriate oversight. In addition, the Group Financial
Chairman’s Report
Control department reports regularly to Senior Management
on its analysis work.
Senior Management also receives a monthly progress report
on the Group’s various projects. The report is prepared in a
standardised format by the project managers in conjunction
with the Strategy department.
Working capital is monitored separately, given the Group’s
business activity and the potential impact it can have on the
Company’s net debt.
All reported data aims to give Senior Management the
information it needs to monitor achievement of its annual
objectives and to implement remedial plans where necessary.
If necessary, Group Financial Control can also provide the
business units with support by analysing the existing position
and making recommendations.
Annual forecasts are reviewed periodically at the request
of Senior Management to factor in trends specific to each
business unit and to revise the full-year targets.
The Investment Committee is responsible for approving
and overseeing the Group’s investment projects and their
compliance with allocated budgets. The Committee sends
a monthly report on year-to-date investments and year-end
forecasts to Senior Management.
The Strategy department sends a weekly report on investment
projects above a certain level to Senior Management for
approval. Once approved, the reports are then sent to the
Investment Committee.
Effectiveness of internal processes particularly
with regard to safeguarding assets
The Control activities described below aim to mitigate the
operational risks described in the section of the annual report
entitled “Risk factors – Insurance”.
¾ Processes aiming to protect property and people
A permanent control process aims to protect property and
people. It is the responsibility of several different departments
in each business unit, and particularly the Technical and
Operations departments. Where necessary, they are supported
by outside service providers in the areas concerned.
¾ Fixed asset management
The Group’s new construction projects are based on
specifications drawn up in association with experts. They
comply with all applicable regulations and are designed to meet
the functional and operational objectives of the building. The
entire construction process is overseen by a project manager,
who ensures that contractual conditions – particularly lead
times and service quality – and the projected budget are met.
5
The Group’s property portfolio is monitored technically and
administratively. Regular maintenance operations are carried
out to keep the properties in an optimal state of repair for
their purpose.
Other fixed assets (equipment, fixtures and fittings) are
monitored on a technical level to ensure their correct use and
on an accounting level to ensure the reliability of accounting
information and the basis for calculating various taxes.
¾ Banner protection
The commercial leases signed by business units are drawn
up in accordance with the Group’s requirements to make
sure that they have adequate protection against the risk of
eviction. They are monitored by the teams in charge of property
management, whose objective is to renew them on expiry.
Affiliation and franchising represent a major activity for the
Group. The Group Legal department ensures that contracts
are effective whilst the operating units are responsible for
monitoring their activity.
Management of risks inherent in this activity, and particularly
the legal risks, is based on a robust pre-litigation culture within
the business development teams and on controls at the time
of setting up and implementing the contracts.
¾ Intellectual property protection
All trademarks used by Groupe Casino are registered with the
appropriate authorities in France and all countries where the
Group operates or is likely to operate in the future.
The Group also uses outside service providers to make
sure that no identical or similar trademarks are registered by
other parties and to take appropriate action in the event of
infringement.
¾ Image protection
Corporate advertising is the responsibility of Group
Communications. Senior Management systematically approves
information issued by Group Communications prior to release.
Business units with their own communications department
work under the authority and responsibility of Group
Communications where Casino’s image may be affected.
Group Communications is also responsible for managing
Casino’s image risk. It checks information published about
the Group, particularly in the blogosphere, and takes any
appropriate action.
¾ Merchandise management
The purchasing strategy, in terms of both assortment and
suppliers, is based on market research and reflects the
business unit’s main strategic goals. Action plans are drawn
up on the basis of internal or external research to ensure that
5
Chairman’s Report
the product offering always meets market expectations and
banner positioning.
Controls are regularly carried out to identify and minimise risks
relating to dependency on suppliers.
Lastly, performance indicators are tracked in order to monitor
the effectiveness of the Group’s purchasing processes.
The Group Quality Control department sets out the quality
policy for Casino’s private label and similar products. If
requested, it will determine and/or circulate good product
quality and safety practices for other business units in order
to involve all parties in the Group’s quality approach.
In 2011, exchanges of best practices between all the Group’s
countries laid the foundations for an international quality policy,
including the definition of common performance indicators,
and for a common quality charter to be implemented in 2012.
The Group Quality Control Department draws up and
implements quality control and monitoring procedures for
merchandise and suppliers of Casino private label and similar
products, budget products and direct imports.
Quality audits are carried out at all manufacturing plants of
suppliers, particularly those that manufacture Casino private
label products.
Group business units take measures to safeguard inventories.
These measures include ensuring the security of warehouses,
equipment and merchandise, goods reception and shipping
processes, as well as monitoring standards relating to
hazardous or regulated products.
Stock-takes are performed regularly, particularly as part of
the accounts closing process. They are designed to monitor
performance indicators and, where applicable, detect any
anomalies in goods flows.
¾ Financial asset management and financial flows
The control activities described below aim to mitigate the
market risks described in the section of the annual report
entitled “Risk factors – Insurance”.
Financial transactions are governed by procedures designed
to ensure the security of cash receipts. There is a system of
delegated signature authorities for cash payments covering
the Group’s business units. Cash receipts and payments are
controlled through reconciliations with bank and accounting
data.
Cash management and control over financing and financial
risk management policies are the responsibility of Group
Corporate Finance supported by the subsidiaries’ local
Finance departments. The process is based on principles of
prudence and anticipation, particularly as regards counterparty
management and interest rate risk policy. Major operations are
monitored individually, primarily on the basis of country risk.
224
Group Corporate Finance has produced a guide to good
financing, investment and hedging practices, which is circulated
to all local Finance departments. The guide sets out financing
methods, preferred banking partners, appropriate hedging
products and required authorisation levels. The head of Group
Corporate Finance is responsible for updating the guide, mainly
to take account of changes in the Group’s banking partners,
which are selected for their first-class ratings.
The Treasury Committee meets weekly to monitor risks,
positions and cash forecasts for the Group’s French units,
under the supervision of Senior Management. Treasury risks
and positions for the international units are also monitored
formally on a weekly basis.
5.3.6. Ongoing monitoring of internal control
Monitoring of internal control is carried out at several levels
under the supervision of Senior Management. Senior
Management is informed regularly of any deficiencies in the
internal control system and its appropriateness for the Group’s
business operations, and takes any necessary remedial action.
Monitoring by management
Management plays an ongoing role in monitoring the
effectiveness of internal control procedures. It is responsible
for implementing remedial action plans and reporting any
serious deficiencies to Senior Management.
Assessment by Internal Audit
Group Internal Audit and the business unit internal audit
departments regularly review the effectiveness of the risk
management and internal control system through their internal
control assessment work.
Group Internal Audit is responsible for assisting Senior
Management and the various French and international
business units in exercising their responsibilities as regards
monitoring the risk management and internal control systems.
It also provides information or responses to all requests
made by the Audit Committee of parent company Casino,
Guichard-Perrachon.
Group Internal Audit has a central internal audit team supported
through a functional reporting line by local internal audit
teams in France and abroad, in addition to their business unit
reporting line. All in all, these teams total almost 110 people.
Internal audit assignments conducted by the central team are
set out in an annual audit plan prepared by Group Internal
Audit based on the Group’s risk analysis, the principle of audit
cycles and any major issues identified by Senior Management.
Business unit internal audit departments draw up their
own annual audit plans which are approved by their senior
management and, where applicable, reviewed by their own
Chairman’s Report
Audit Committee. The plans are also sent to the Group Internal
Audit and Internal Control department.
The Group Internal Audit charter, approved by the Audit
Committee of parent company Casino, Guichard-Perrachon,
describes the Group’s internal audit function and how
it operates. It is supplemented by formal guidelines for
conducting central team audit assignments, which are based
on the professional standards of the Institute of Internal
Auditors (IIA).
All Group Internal Audit reports are sent to Group Senior
Management and the Audit Committee of parent company
Casino, Guichard-Perrachon, in accordance with the provisions
set out in the Internal Audit charter.
Monitoring by external auditors
The Statutory Auditors are required to obtain an understanding
of the organisation and operation of the Group’s internal control
procedures, to give their opinion on the description of the
internal control and risk management system for the financial
reporting process, and to certify that other information required
by article L. 225-37 of the French Commercial Code (Code
de commerce) has been provided. This Chairman’s report
on internal control and risk management has therefore been
reviewed by the Statutory Auditors.
In addition, the Statutory Auditors are required to have regular
discussions with Group Internal Audit and Control.
Internal control intelligence
Group Internal Audit and Control is responsible for keeping
abreast of best internal control practices developed by Groupe
Casino business units and best practices in the marketplace.
5
6.1. Monitoring the financial reporting
process
6.1.1. General organisation
Each business unit has its own accounting and finance
department to ensure that local requirements and obligations
are properly handled. Some business units may outsource
these activities to shared support functions. The Group
encourages business units to organise their accounting
and finance function by process, which helps ensure more
consistent treatment, segregation of duties, implementation
of controls and compliance with procedures.
Group Accounting, Financial Control and Corporate Finance
monitor and oversee the local departments. They also
consolidate data reported by the business units and produce
the accounting and financial information published by Groupe
Casino.
The Chief Executive Officers and Chief Financial Officers of
each business unit prepare an annual internal compliance
letter certifying that the accounting and financial information
produced by their business unit is reliable and that they have
an appropriate internal control system.
The Audit Committee reviews the annual and interim accounts
in order to give an opinion to the Board of Directors on the
financial statements to be published. It also reviews the
conclusions of the Statutory Auditors on their work.
For this purpose, it obtains information on and monitors the
process for preparing the related accounting and financial
information, ensuring that:
■
appropriate control procedures have been applied, through
its review of internal audit work;
6. Internal control over the financial
reporting process
■
the accounts closing process has been properly carried out;
■
the main accounting options chosen are appropriate.
Internal control over the financial reporting process aims to
provide reasonable assurance regarding:
6.1.2. Application and control of accounting policies
■
compliance of published accounting and financial information
with the applicable regulations;
■
compliance with Senior Management instructions and
guidance on financial reporting;
■
reliability of information circulated and used internally for
management or control purposes, where it is used in the
preparation of published accounting and financial information;
■
reliability of published financial statements and other published
information;
■
safeguard of assets;
■
prevention and detection of fraud and accounting and
financial irregularities.
The scope of internal control over the financial reporting
process described below covers the parent Company and all
companies included in its consolidated financial statements.
The system aims to ensure that local accounting standards
used comply with regulations and that they are available to
everyone involved in the financial reporting process.
As part of the consolidation process, each business unit sends
its IFRS-compliant accounts to Group Accounting and Group
Financial Control, including an income statement, balance
sheet, cash flow statement, net cash statement and various
key performance indicators.
Group Accounting and Group Financial Control have produced
and circulated a Financial Reporting Guide designed to ensure
that information reported is reliable and consistent throughout
the Group. This guide describes Group accounting policies,
consolidation principles, and consolidation adjustments and
entries, as well as management accounting principles and
the accounting treatment of complex transactions. All users
of the Group’s financial reporting system have received a
copy of the guide.
5
Chairman’s Report
In addition, a compliance watchdog unit has been set up to
assess and anticipate changes in accounting regulations that
may impact the Group’s accounting standards, particularly
IFRSs. Any regulatory developments that have an impact on
the Group’s accounting procedures are explained in memos.
As regards taxation, validation audits are performed on the
Group’s taxable results and major transactions carried out
during the year are analysed from a tax perspective. Lastly,
legal and regulatory intelligence work gives rise to information
meetings on tax developments and the circulation of procedure
memos.
6.1.3. Tools
Each business unit uses the tools required to process and
prepare accounting and financial information, in association
with the Group Accounting department, based on centralised,
integrated workflow processes.
and financial information. Furthermore, in order to produce
information within short deadlines, early accounts closing
processes are implemented to preserve information reliability.
Most consolidation adjustments are made by the business
units. Group Accounting and Group Financial Control are
responsible for accounting intelligence and for arranging
training for the business units in how to use the reporting
system and the Financial Reporting Guide, to guarantee high
quality data and reliable financial and accounting information.
The system checks data consistency through automatic
controls of both local and consolidated data.
Group Accounting permanently monitors and checks changes
in percentage ownership of subsidiaries and associates.
It is responsible for applying the appropriate consolidation
treatment (scope of consolidation, change of consolidation
method, etc.).
IFRS-compliant accounting and financial data, adjusted to
comply with Group standards, are reported by the business
units through a single consolidation and financial reporting
software package. A new version was introduced in 2011
featuring the ability to identify application users, better remote
access authentication and improved application security
and integrity. The Group’s reporting system has a dedicated
administration unit.
As required by law, Casino, Guichard-Perrachon has two
Statutory Auditors, appointed in 2010. Their network of local
external audit firms may also be involved in auditing accounting
information, including consolidation adjustments, produced by
various Group subsidiaries. Their duties include verifying that
the annual financial statements are prepared in accordance
with generally accepted accounting principles and give a
true and fair view of the Group’s results of operations for the
year and its financial position and net assets at the year-end.
6.2. Financial reporting process
The Group Accounting department acts as the interface
with the external auditors of the Group’s various entities.
The Group’s Statutory Auditors are appointed through a
competitive tender procedure arranged and overseen by the
Audit Committee in line with the recommendations made in
the AFEP-MEDEF corporate governance code.
6.2.1. Identification of risks affecting the financial
reporting process
The Management of each business unit is responsible for
identifying risks affecting the financial reporting process.
Duties in the upstream accounting production process are
segregated to prevent fraud and accounting and financial
regularities. Control activities appropriate to the level of risk
are implemented.
The Group’s 2011 financial statements recognised the impact
of a non-material irregularity that was detected in the method
of recording benefits negotiated with suppliers in one of the
Group’s French subsidiaries. An action plan to improve the
internal control system was implemented, dealing with the
managerial, technical and organisational aspects.
6.2.2. Control activities aimed at ensuring
the reliability of published accounting
and financial information
Preparation and consolidation of financial
and accounting information
The accounting production processes are organised with a
view to providing high quality, reliable published accounting
226
Management of external financial information
The Investor Relations department’s role is to provide the
financial community with accurate, specific and fair information
about the Group’s strategy, business model and performance.
Financial information is prepared and validated by the
Accounting and Financial Control departments prior to release.
The Legal and Accounting departments also contribute to
producing the Registration Document and management report.
The Board of Directors reviews all information and news
releases about the Group’s results or financial and strategic
transactions, and may make comments and proposals. The
Audit Committee reviews information on the annual and
interim financial statements prior to release. News releases
on revenue and earnings figures are also submitted to the
Statutory Auditors for comment prior to issue.
Chairman’s Report
Financial information is disclosed to the markets through the
following communication channels:
■
media releases;
■
conference calls for quarterly releases of sales figures;
■
annual and interim results presentations;
■
presentations to financial analysts and investors, including
road shows organised in France and abroad;
■
annual General Meetings;
■
annual reports, registration documents and sustainable
development reports;
■
the Group’s corporate website.
5
Group Investor Relations is also involved in approving financial
information drawn up by listed majority-controlled subsidiaries
and ensures consistency between the various financial
communication media used by the Group.
7. Conclusion
The Casino Group takes a continuous progress approach to its
risk management and internal control systems to promote the
implementation of best internal control practices throughout
the Group.
Its objective is to continue optimising the existing systems. The
diversity of its business operations and geographical scope
demand regular reviews of these systems.
227
5
Statutory Auditors’ Report
5.5.
Statutory Auditors’ Report
prepared in accordance with article L. 225-235 of the French Commercial Code (Code de
commerce), on the report prepared by the Chairman of the Board of Directors
This is a free translation into English of a report issued in the French language and is provided solely for the convenience
of English-speaking readers. This report should be read in conjunction with and construed in accordance with French
law and professional auditing standards applicable in France.
In our capacity as statutory auditors of Casino, GuichardPerrachon and in accordance with article L. 225-235 of the
French Commercial Code (Code de commerce), we hereby
report on the report prepared by the Chairman of your
company in accordance with article L. 225-37 of the French
Commercial Code (Code de commerce) for the year ended
31 December 2011.
It is the Chairman’s responsibility to prepare and submit for the
Board of Directors’ approval a report on internal control and risk
management procedures implemented by the company and
to provide the other information required by article L. 225-37
of the French commercial code (Code de commerce) relating
to matters such as corporate governance.
Information on internal control and risk
management procedures relating to the
preparation and processing of accounting
and financial information
The professional standards require that we perform the
necessary procedures to assess the fairness of the information
provided in the Chairman’s report in respect of the internal
control and risk management procedures relating to the
preparation and processing of the accounting and financial
information. These procedures consist mainly in:
■
obtaining an understanding of the internal control and risk
management procedures relating to the preparation and
processing of the accounting and financial information on
which the information presented in the Chairman’s report is
based and of the existing documentation;
■
obtaining an understanding of the work involved in
the preparation of this information and of the existing
documentation;
■
determining if any material weaknesses in the internal control
the accounting and financial information that we may have
noted in the course of our work are properly disclosed in
the Chairman’s report.
Our role is to:
■
■
report on the information contained in the Chairman’s report
in respect of the internal control and risk management
the accounting and financial information; and
confirm that the report also includes the other information
required by article L. 225-37 of the French Commercial Code
(Code de commerce). It should be noted that our role is not
to verify the fairness of this other information.
We conducted our work in accordance with professional
Based on our work, we have nothing to report on the
information in respect of the company’s internal control and
risk management procedures relating to the preparation
and processing of the accounting and financial information
contained in the report prepared by the Chairman of the Board
of Directors in accordance with article L. 225-37 of the French
Other information
We confirm that the report prepared by the Chairman of the
Board of Directors also contains the other information required
by article L. 225-37 of the French Commercial Code (Code
de commerce).
Gérard Badin
228
Sylvain Lauria
Daniel Mary-Dauphin
Appendix: Board of Directors’ Charter
5
5.6.
The Board of Directors has grouped together and, where
appropriate, clarified and supplemented, the provisions
governing its functioning in accordance with the applicable laws
and regulations and the Company’s Articles of Association.
This Charter describes the Board’s organisation structure and
modus operandi, the powers and duties of the Board and the
Board Committees, and the code of conduct applicable to
the Board’s members.
For this purpose the Board has drawn up a Board of Directors’
Charter, which incorporates all of the Company’s corporate
governance principles and facilitates their implementation.
5.6.1. Organisation and procedures of the Board of Directors
Article 1 - Election of Directors
Directors are elected by the shareholders for a term of three
years and are eligible to stand for re-election.
Candidates for nomination are first reviewed by the
Appointments and Compensation Committee as described
in the sections below entitled “Committees of the Board –
General provisions” and “Appointments and Compensation
Committee”.
Directors are selected for the contribution they can make to the
Board’s work through their expertise, diversity of experience
and backgrounds, and commitment to the Casino Group’s
future development.
If one or more seats on the Board fall vacant between two
General Meetings due to the death or resignation of directors,
the Board of Directors may appoint replacement directors.
Any such appointments must be ratified by shareholders at
the next General Meeting. A director appointed to replace
an outgoing director stays in office for the remainder of his
predecessor’s term.
No person over the age of seventy (70) may be elected as
director or permanent representative of a corporate director
if such election would cause the number of directors and
permanent representatives of corporate directors over that age
to be more than one-third of the total. Should this proportion
be exceeded, the oldest director or permanent representative
of a corporate director shall stand down at the Annual General
Meeting held to approve the financial statements for the year
in which the proportion was exceeded.
The Board of Directors is responsible for ensuring that it
has sufficient independent directors to comply with the
recommendations made in the AFEP-MEDEF Corporate
Governance Code.
Article 2 - Board meetings and decisions
of the Board
The Board of Directors meets as often as necessary in the
interests of the Company.
Meetings are called by the Chairman or in the Chairman’s name
by any person designated by him. If the Board has not met
for a period of over two months, a group of at least one third
of the Directors may ask the Chairman to call a meeting to
discuss a particular agenda, as may the Chief Executive Officer.
Meetings are held at the venue specified in the notice of
meeting.
Directors may give proxy to another director to represent
them at Board meetings, provided that they clearly state
their position concerning all the matters to be put to the
vote. Directors may only hold a proxy from one other
director. However, a Director taking part in a meeting by
videoconference or telecommunications under the conditions
set out below may not act as proxy for another Director.
These provisions also apply to the permanent representatives
of corporate directors.
A quorum of at least half the directors is required for the
meeting to transact business. Decisions are taken by majority
vote of the directors present or represented by proxy. In the
event of a tie, the Chairman of the meeting has the casting
vote.
As permitted by law, the Chairman of the Board may
occasionally permit Directors to participate in a meeting by
videoconference or telecommunications, if so requested for
valid reasons.
The videoconference or telecommunications link used must
be technically capable of transmitting at very least the voice
of the person or persons concerned and allowing them to be
5
properly identified and participate effectively in the meeting
through a continuous and simultaneous broadcast. It must
also be able to guarantee confidentiality of the proceedings.
The videoconference link must simultaneously transmit both
image and voice and enable the person or persons attending
the meeting by such means and those persons physically
present at the meeting to recognise each other.
Telecommunications means the use of a telephone conference
call system which allows those persons physically present
at the meeting and the person attending by telephone to
recognise, beyond any doubt, the voice of each participant.
In case of doubt or poor reception, the Chairman of the
meeting may decide to continue the meeting and exclude those
persons attending by videoconference or telecommunications
for the purpose of determining the quorum and majority,
provided that the quorum conditions remain fulfilled. The
Chairman may also decide to suspend the director’s
attendance at the meeting if a technical malfunction means
that the videoconference or telecommunications link can no
longer ensure total confidentiality of the proceedings.
When permitting the use of videoconference or
telecommunications, the Chairman of the Board must first
ensure that all members invited to attend by one of these
means have the equipment required to take part effectively
in accordance with the requisite conditions.
The minutes of the meeting shall indicate the names of
those directors attending a meeting by videoconference or
telecommunications and mention any technical disruption or
incidents which occurred during the meeting.
Directors taking part in Board meetings by videoconference
or telecommunications are deemed to be present for the
purposes of calculating the quorum and majority, except for
the following matters:
■
appointment and compensation of the Chairman of the
Board, the Chief Executive Officer or the Chief Operating
Officers;
■
removal of the Chief Executive Officer or the Chief Operating
Officers;
■
approval of the annual and interim financial statements of the
Company and the Group, together with the accompanying
reports.
Furthermore, the Chairman may permit a director to take part
in meetings via any other telecommunication medium. In this
case, however, the director concerned shall not be deemed
present for the purpose of calculating the quorum and majority.
The Board of Directors may also permit persons other than the
directors to attend its meetings, in a consultative capacity only.
230
An attendance register is drawn up and signed by those
directors attending a Board meeting.
Directors attending a meeting by videoconference or
telecommunications are certified as present on the attendance
register by the Chairman of the meeting.
Article 3 - Minutes of Board meetings
Board resolutions are recorded in minutes signed by the
Chairman of the meeting and at least one of the directors
present. Minutes are approved at the next Board meeting and
a draft copy is sent to all directors in advance.
The minutes shall indicate whether or not a videoconference
or telecommunications link was used, list those directors
who participated by those means, and mention any technical
incidents which occurred during the meeting.
Copies or extracts of the minutes may be validly certified by
the Chairman of the Board, the Chief Executive Officer, a Chief
Operating Officer, the director temporarily acting as Chairman,
or a duly empowered representative.
Article 4 - Directors’ fees
The Board of Directors may receive annual directors’ fees,
as voted by the shareholders at the Annual General Meeting
pursuant to Article 22-I of the Articles of Association.
The total fee voted by shareholders is allocated by the
Board of Directors, on the proposal or recommendation of
the Appointments and Compensation Committee, on the
following basis:
■
a fixed sum allocated to each director;
■
a variable sum based on attendance at Board meetings.
Directors may also receive additional fixed fees for their
specific experience or for special tasks undertaken at the
Board’s request.
The Board of Directors fixes the amount of any other
compensation payable to the Chairman and Vice-Chairman or
Chairmen. It may also allocate exceptional compensation for
special assignments or mandates entrusted to its members.
Each director, whether a natural person, legal entity or
permanent representative, undertakes to hold a number of
shares in the Company equivalent to the sum of at least one
year’s directors’ fees. Shares held to meet this requirement
must be held in registered form.
Pursuant to the provisions of Article L. 228-17 of the French
Commercial Code (Code de commerce), directors or
permanent representatives may not hold preferred non-voting
shares.
5
5.6.2. Authority and powers of the Board of Directors
Article 5 - Role and powers
of the Board of Directors
Article 6 - Right of information
and communication
Under the provisions of Article L. 225-35 of the French
Commercial Code (Code de commerce):
The Board of Directors carries out all the verifications and
controls it deems necessary and at the times it deems
appropriate. The Chairman or Chief Executive Officer is
responsible for providing all directors with the documents and
information they need to fulfil their role and duties.
“The Board of Directors is responsible for defining the
Company’s broad strategic objectives and for their
implementation.
Except for those powers expressly vested in the shareholders
in the General Meeting, the Board of Directors considers and
decides on all matters related to the Company’s operations,
subject to compliance with the corporate purpose.”
The Board of Directors also decides whether to combine or
separate the positions of Chairman of the Board and Chief
Executive Officer. Where the positions are separated, the Chief
Executive Officer must be an individual but is not required to
be a director.
The Board of Directors exercises the powers vested in it by
law and the Company’s Articles of Association. To exercise
these powers, it has a right of information and communication
and may be assisted by Committees of the Board.
A – Powers vested in the Board of Directors
The Board of Directors reviews and approves the annual and
interim financial statements of the Company and the Group,
as well as the management reports on the operations and
results of the Company and its subsidiaries. It also approves
budgets and forecasts.
It calls shareholders’ meetings and may carry out shareholderapproved securities issues.
B – Matters requiring the Board of Directors’
prior authorisation
In addition to the issue of guarantees and security interests
and related-party agreements governed by Article L. 225-38
of the French Commercial Code (Code de commerce), which
by law require the Board’s prior authorisation, the Board
of Directors has decided, as an internal rule, that its prior
authorisation must be obtained for certain management
transactions due to their nature or if they exceed a unit value
of €500 million, as specified in the paragraph below entitled
“Senior Management”.
Accordingly, the Board’s authorisation is required for all
Company and its subsidiaries, their financial position or scope
of business, such as the signature or termination of commercial
agreements likely to materially influence the Group’s future
development.
Prior to each Board meeting, directors receive all the
information they require to prepare for the agenda items,
provided such information is available and sufficiently complete.
The Chief Executive Officer reports to the Board of Directors
on the following at least once every quarter:
■
operations of the Company and its main subsidiaries including
sales and earnings figures;
■
debt and the credit lines available to the Company and its
main subsidiaries;
■
headcount data for the Company and its main subsidiaries.
The Board of Directors also reviews the Group’s off-balance
sheet commitments at least once every six months.
Article 7 - Chairman of the Board
of Directors
The Chairman of the Board organises and leads meetings of
the Board and reports to shareholders on the Board’s work
at the General Meeting. He is responsible for ensuring that
the Company’s corporate governance structures function
correctly and, more particularly, that the directors are capable
of fulfilling their duties.
The Chairman also prepares a report to shareholders, in
addition to the Management Report, on the Company’s
corporate governance and internal control/risk management
systems, particularly regarding procedures for the preparation
and processing of accounting and financial information for the
Company and consolidated financial statements. This report
indicates any restrictions placed by the Board of Directors on
the Chief Executive Officer’s powers.
If the Company voluntarily refers to a corporate governance
code drawn up by an accredited body or organisation, the
report also indicates any provisions that are not applied and
the reasons why. It indicates where a copy of the code may
be obtained. If the Company does not voluntarily refer to
such a corporate governance code, the report describes the
Company’s corporate governance practices over and above
the legal requirements and explains why a reference code is
not used.
In this respect, the Board has also granted certain blanket
delegations of authority, renewable each year, which
are described in the paragraph below entitled “Senior
Management”.
5
The report also describes any special conditions regarding
shareholder attendance at general meetings or refers to the
provisions of the articles of association where such conditions
can be found.
The report sets out the principles and rules set by the Board
of Directors to determine the compensation and benefits paid
to executive officers and refers to disclosure of the information
required by article L. 225-100-3 of the French Commercial
Code (Code de commerce). The report is approved by the
Board of Directors and published.
The Chairman is elected for a period not exceeding his term of
office as director. If the Chairman reaches the age of 70 while
in office, he is required to stand down at the end of that term.
In the case of the Chairman’s temporary unavailability or
death, the Board of Directors may appoint another Director
as acting Chairman. In the event of temporary unavailability,
the acting Chairman is appointed for a fixed period, which
may be renewed. In the case of death, the acting Chairman
is appointed until such time as a new Chairman is elected.
By derogation to the above rules, the Chief Executive may,
Audit Committee, carry out any transaction not exceeding 15%
of consolidated equity as measured at the previous year-end.
The Chief Executive Officer reports on any such transaction
at the next Board meeting.
by the Company, except for intragroup transactions.
The Board of Directors may also grant the Chief Executive
Officer authority to carry out the following transactions, up to
a maximum aggregate limit set on an annual basis:
■
The Chief Executive Officer may issue guarantees or other
security interests to third parties in the Company’s name,
subject to a maximum annual limit of €600 million and a
maximum limit per commitment of €300 million.
■
However, the Board of Directors has decided, as an internal
rule, that the Chief Executive Officer must obtain the Board’s
prior authorisation for the following:
■
■
Company and its subsidiaries, their financial position or
scope of business, such as the signature or termination of
industrial and commercial agreements likely to materially
influence the Group’s future development;
transactions representing over five hundred million euros
(€500,000,000), including but not limited to:
- investments in securities and immediate or deferred
investments in any company or business venture,
- sales of assets, rights or securities, in exchange for
securities or a combination of securities and cash,
- acquisitions of real property or real property rights,
- purchases or sales of receivables, acquisitions or
divestments of goodwill or other intangible assets,
- issues of securities by directly or indirectly controlled
companies,
- granting or obtaining loans, borrowings, credit facilities or
short-term advances,
- agreements to settle legal disputes,
- disposals of real property or real property rights,
- full or partial divestments of equity interests,
- granting security interests.
232
Loans, confirmed credit lines, short term credit facilities
and all financing agreements
The Chief Executive Officer may negotiate and/or renew or
extend loans, confirmed credit lines and all syndicated and
non-syndicated financing agreements subject to a maximum
annual limit of €3 billion and a maximum limit per transaction
of €500 million.
Article 8 - Senior Management
By virtue of article L. 225-56 of the French Commercial Code
(Code de commerce), the Chief Executive Officer has full
powers to act in all circumstances in the name of the Company
within the limits of its corporate purpose, and except for those
powers vested by law in the Board of Directors or in the
shareholders in a General Meeting. The Chief Executive Officer
represents the Company in its dealings with third parties.
Guarantees and security interests
To cover seasonal needs, he may also negotiate, implement,
roll over and extend short-term advances up to a maximum
amount of €1 billion.
■
Issuance of bonds and other debt securities
The Chief Executive Officer may issue bonds or any debt
securities other than commercial paper, under the EMTN
programme or otherwise, subject to a ceiling of €3 billion,
determine the terms and conditions of any such issue and
carry out all related market transactions.
He may issue commercial paper subject to a ceiling of
€1 billion.
He may delegate all or some of these powers, except the
power to issue bonds or other debt securities. He is required
to report regularly to the Board of Directors on their utilisation.
by the Company.
The Chief Executive Officer’s term of office is set by the Board
of Directors at its discretion, but may not exceed three years.
If the Chief Executive Officer reaches the age of 70 while in
office, he is required to stand down at the end of that term.
In the event of the temporary unavailability of the Chief
Executive Officer, the Board of Directors shall appoint an acting
Chief Executive Officer until such time as the Chief Executive
Officer is able to resume his duties.
At the proposal of the Chief Executive Officer, the Board of
Directors may appoint up to five Chief Operating Officers to
assist the Chief Executive Officer in his duties.
5
In agreement with the Chief Executive Officer, the Board of
Directors determines the scope and duration of the powers to
be vested in the Chief Operating Officers. However, they have
the same powers as the Chief Executive Officer in dealings
with third parties.
The Chairman, if he is also Chief Executive Officer, the Chief
Executive Officer and the Chief Operating Officers may delegate
their powers to carry out one or several specific transactions
or categories of transaction.
5.6.3. Committees
Article 9 - Committees of the Board –
General provisions
Under Article 19-III of the Company’s articles of association,
the Board of Directors may establish one or more specialised
committees, appoint the members thereof, and specify their
role and responsibilities, under its oversight and authority. The
Board of Directors may not delegate to these Committees any
powers that are specifically vested in the Board of Directors
either by law or under the Company’s articles of association.
Each committee reports on its work at the next Board meeting.
The Committees comprise at least three members, who must
be directors, permanent representatives of corporate directors
or non-voting directors, appointed by the Board. Members
are appointed on a purely personal basis and may not be
represented by proxy.
Their term of office is set by the Board of Directors and may
be renewed.
The Board of Directors appoints a Chairman of each
Committee, for a period that may not exceed that person’s
term of office as a Committee member.
Each Committee decides how often it will meet and may invite
anyone it deems appropriate to attend meetings.
Minutes are prepared after each Committee meeting, unless
specifically provided otherwise, under the authority of the
Committee Chairman. Such minutes are sent to all Committee
members. The Committee Chairman reports to the Board of
Directors on the Committee’s work.
The work carried out by each Committee is described in the
Company’s annual report.
The Committees are responsible for making proposals or
recommendations and giving their opinion in their specific area
of expertise. To this end, they may conduct or commission
any research or studies likely to assist the Board of Directors
in its decisions.
Committee members receive fees allocated by the Board of
Directors on the recommendation of the Appointments and
Compensation Committee.
The Board of Directors is currently assisted by two committees:
the Audit Committee and the Appointments and Compensation
Committee.
Article 10 - Audit Committee
The Audit Committee is responsible for reviewing the
annual and interim financial statements, together with the
accompanying reports, before they are submitted to the Board
of Directors for approval.
As part of this process the Committee holds discussions
with the Statutory Auditors and reviews their audit reports
and conclusions.
The Audit Committee reviews and gives its opinion on
candidates for appointment as Statutory Auditors of the
Company and its subsidiaries.
It verifies the independence of the Statutory Auditors, with
whom it has regular contact. It also reviews overall relations
between the Statutory Auditors and the Company and its
subsidiaries and gives its opinion on their fees.
The Audit Committee periodically reviews the internal control
systems, and more generally the audit, accounting and
management procedures of the Company and the Group,
through discussions with the Chief Executive Officer, internal
audit teams and the Statutory Auditors. It provides an interface
between the Board of Directors, the Statutory Auditors of the
Company and its subsidiaries, and the internal audit teams.
■
The Committee also deals with any facts or events which may
have a significant impact on the position of Casino, GuichardPerrachon or its subsidiaries in terms of commitments and/
or risks. It ensures that the Company and its subsidiaries
have effective internal audit, accounting and legal functions
to prevent risks and management errors.
5
■
■
■
The Audit Committee has at least three members appointed
from among those directors with finance and management
experience.
It meets at least three times a year at the initiative of its
Chairman, who may also arrange any additional meetings
required by the circumstances.
The Audit Committee may invite opinions from any persons of
its choice belonging to the support functions of the Company
and its subsidiaries. It may call upon any outside consultant
or expert it deems appropriate to assist in its duties.
■
The Committee reports to the Board of Directors on its work,
research and recommendations. The Board of Directors has
absolute discretion to decide whether or not to act on such
recommendations.
■
The Audit Committee has a charter, approved by the Board
of Directors, describing its organisation, operation, expertise
and responsibilities.
Article 11 - Appointments and
Compensation Committee
The role of the Appointments and Compensation Committee
is to:
■
prepare the groundwork for fixing the compensation of the
Chief Executive Officer and, where applicable, the Chief
Operating Officers, and to propose qualitative and quantitative
criteria for determining any performance-related component;
■
assess all other benefits or emoluments to be received by
the Chief Executive Officer and, where applicable, the Chief
Operating Officers;
■
review proposals for allocating stock options and/or share
grants to managers and other Group employees in order to
enable the Board of Directors to set the total and/or individual
number of options or shares to be allocated and the related
terms and conditions;
■
review the composition of the Board of Directors;
■
examine candidate applications for election to the Board, in
light of each candidate’s business experience, expertise and
economic, social and cultural representativeness;
■
examine candidate applications for the position of Chief
Executive Officer and, where applicable, Chief Operating
Officer;
■
obtain all useful information concerning recruitment methods,
compensation and status of senior executives of the
Company and its subsidiaries;
■
make proposals and give opinions on directors’ fees and any
other compensation or benefits to be paid to the directors
and non-voting directors;
■
review the relationships between the directors and the
Company or its subsidiaries to ensure that there is nothing
which could interfere with their freedom or judgement or
potentially lead to a conflict of interest;
■
organise regular assessments of the Board of Directors’
performance.
The Committee has at least three members and meets at least
twice a year at the initiative of its Chairman, who may also
arrange any additional meetings required by the circumstances.
In association with the Chief Executive Officer, the
Appointments and Compensation Committee works closely
with the Group Human Resources and Finance departments,
and may call upon any outside consultant or expert it deems
appropriate to assist in its duties.
It reports to the Board of Directors on its work, research and
recommendations and the Board has absolute discretion
to decide whether or not to act on such recommendations.
5.6.4. Non-voting directors
Article 12 - Non-voting directors
The shareholders may appoint non-voting directors, who
may be natural persons or legal entities, from among the
shareholders. The Board of Directors may appoint a non-voting
director subject to ratification at the next shareholders’ meeting.
The number of non-voting directors may not exceed five. They
are elected for a term of three years and may be re-elected.
A non-voting director reaching the age of 80 while in office is
required to stand down at the Annual General Meeting held
to approve the financial statements for the year in which this
age limit was reached.
234
Non-voting directors attend Board meetings in a consultative
capacity only.
They may receive attendance fees, the total aggregate amount
of which is fixed by ordinary resolution of the shareholders and
remains unchanged until a further decision of the shareholders.
Attendance fees are allocated among the non-voting directors
at the discretion of the Board of Directors.
5
5.6.5. Directors’ code of conduct
Article 13 - Principles
The Company’s directors must be able to exercise their duties
in compliance with the rules of independence, business ethics
and integrity.
In line with good corporate governance practices, directors
exercise their duties in good faith in the manner they consider
most appropriate to promote the interests of the Company and
with the care that would be expected of a normally prudent
person in such circumstances.
The directors undertake to maintain their freedom of analysis,
judgement, decision and action at all times, and to withstand
any direct or indirect pressure that may be brought to bear
on them.
Article 14 - Duty of information
Before accepting office, directors must familiarise themselves
with all legal and regulatory requirements concerning their
position and with any provisions specific to the Company set
out in its articles of association and this charter.
Article 15 - Protection of the Company’s
interests – Conflicts of interest
Directors must act in all circumstances in the best interests
of the Company.
They undertake to ensure that the Company’s decisions do
not favour one particular class of shareholder over another.
The directors shall advise the Board of any actual or potential
conflict of interest in which they might be directly or indirectly
involved and in such a case shall abstain from voting on the
issues concerned.
Article 16 - Control and assessment
of the Board
of Directors’ performance
Directors must pay careful attention to the allocation and
exercise of powers and responsibilities among the Company’s
corporate governance structures.
They must ensure that no person can exercise uncontrolled
discretionary power over the Company, and that the
Committees of the Board of Directors operate properly.
The Board discusses its practices and procedures once a year.
Self-assessments are also organised regularly by the
Appointments and Compensation Committee on the
instructions of the Chairman of the Board.
Article 17 - Presence of directors
Directors must devote the appropriate time and attention to
their duties. They shall, as far as possible, attend all Board
meetings, shareholders’ meetings and meetings of any
Committees of which they are members.
Article 18 - Dealing in the Company’s shares
In accordance with Article L. 621-18-2 of the French Monetary
and Financial Code (Code monétaire et financier) and
Article L. 222-14 of the General Regulations of the Autorité
des marchés financiers (AMF), each individual and corporate
director is required to disclose to the AMF all purchases,
sales, subscriptions or exchanges of the Company’s shares
in excess of a cumulative amount per calendar year of €5,000.
This formality must be carried out within five trading days of the
transaction date. Disclosable transactions include purchases
and sales of derivative instruments and acquisitions of shares
on exercise of stock options, even when the acquired shares
are not sold immediately.
This requirement also applies to persons who have close
personal ties with any members of the Board of Directors,
defined as a director’s spouse or partner, dependent children,
or any company, trust or partnership that is managed and/or
controlled, directly or indirectly, by a director or by any person
who has close personal ties with a director.
All shares in the Company held by directors must be registered
shares. Directors must also advise the Company of the number
of shares they hold at each year-end and at the time of any
capital transactions.
Article 19 - Confidentiality
Directors, and any other persons attending Board meetings,
are bound by a general duty of confidentiality with regard to
the proceedings of Board meetings or meetings of Committees
of the Board.
Non-public information received by directors in their capacity
as Board members is given on a personal basis. Such
information must be kept strictly confidential and must not
be disclosed under any circumstances. These provisions
also apply to representatives of corporate directors, and to
non-voting directors.
5
Article 20 - Inside information
Information received by directors is governed by the provisions
of Article L. 465-1 of the French Monetary and Financial
Code (Code monétaire et financier), Articles 611-1 to 632-1
of the AMF’s General Regulations and European Commission
Regulation 2773/2003 on inside information and insider trading.
If the Board of Directors receives specific confidential
information which, if published, could have a significant impact
on the share price of the Company, one of its subsidiaries or
associates, directors must not disclose such information to
third parties until it has been made public.
Directors shall also refrain from dealing in the Company’s
shares during the “closed period” of 15 days prior to
publication of the Company’s annual and interim financial
statements.
In accordance with new legal and regulatory requirements
concerning inside information, each director has been
registered on the Company’s list of people who have
permanent access to inside information.
The directors have been advised of their inclusion in this list and
have been provided with a summary of their duties concerning
inside information and the penalties for breaching such duties.
5.6.6. Adoption of the Board of Directors’ charter
This Charter was first approved by the Board of Directors at its meeting of 9 December 2003, and the most recent update
was approved on 27 July 2011.
236
FRANCE
COLOMBIA
BRAZIL
THAILAND
6
GENERAL
MEETING
6.1. Proposed resolutions........................................238
6
GENERAL MEETING
Proposed resolutions
6.1.
First resolution
The shareholders also note the transfer to retained earnings,
pursuant to the resolution voted at the Annual General Meeting
of 14 April 2011, of 2010 dividends on the 36,958 shares held
by the Company on the 21 April 2011 dividend payment date,
amounting to a total of €102,743.24.
Approval of the Company’s financial
statements for the year ended
31 December 2011
Having considered the reports of the Board of Directors and the
Statutory Auditors, the shareholders approve the Company’s
financial statements for the year ended 31 December 2011 as
presented, showing net profit for the year of €731,427,114.28,
together with the transactions reflected in the financial
statements or described in the reports.
The shareholders note that the financial statements do not
include any non-deductible expenses governed by Article 39-4
of the French Tax Code (Code général des impôts).
Second resolution
Approval of the consolidated financial
statements for the year ended
31 December 2011
Having considered the reports of the Board of Directors and the
Statutory Auditors, the shareholders approve the consolidated
financial statements for the year ended 31 December 2011
as presented, showing net profit attributable to equity holders
of the parent of €567,980 thousand.
Third resolution
Appropriation of net profit and dividend
Having considered the report of the Board of Directors, the shareholders resolve to appropriate profit for the year ended
31 December 2011 as follows, having noted that there is no need for a transfer to the legal reserve:
Net profit for the year
€731,427,114.28
Retained earnings brought forward from 2010
(+)
€2,530,843,403.56
Profit available for distribution
(=)
€3,262,270,517.84
Dividends
(-)
€331,939,956
TRANSFER TO RETAINED EARNINGS
(=)
€2,930,330,561.84
Each share will receive a dividend of €3.00 payable on 15 June
2012.
des impôts). They may alternatively elect to pay the flat rate
withholding tax.
Private shareholders who are French tax residents will be
entitled to claim 40% tax relief on their dividends, in accordance
with Article 158-3-2 of the French Tax Code (Code général
Casino shares held by the Company on the dividend payment
date do not qualify for a dividend and the corresponding sums
will therefore be transferred to retained earnings.
Shareholders note that dividends for the past three years were as follows:
Year
2008
Number
of shares
Dividend
per share
Dividend eligible
for 40% tax
relief
Dividend not
eligible for 40%
tax relief
• Ordinary shares
97,769,191 (1)
€5.17875 (2)
€5.17875
-
• Preferred non-voting shares
14,589,469 (1)
€5.21875 (2)
€5.21875
-
(3)
€2.65
€2.65
-
€2.78
€2.78
-
Class of shares
2009
• Ordinary shares
110,360,987
2010
• Ordinary shares
110,668,863 (4)
(1) Including 250,730 ordinary shares and 411 preferred non-voting shares held by the Company.
(2) At the Annual General Meeting of 19 May 2009, the shareholders voted to distribute a cash dividend of €2.53 per ordinary share and €2.57 per preferred non-voting
share, plus an additional dividend in the form of Mercialys shares on the basis of one Mercialys share for eight ordinary or preferred non-voting Casino shares.
The per share value of the Mercialys stock dividend was equal to 1/8th of the Mercialys share price on 2 June 2009, i.e. €2.64875.
(3) Including 85,996 ordinary shares held by the Company.
(4) Including 36,958 ordinary shares held by the Company.
238
GENERAL MEETING
Fourth resolution
Seventh resolution
Dividend reinvestment option
Re-election as director
of Marc Ladreit de Lacharrière
The shareholders decide to offer each shareholder the option
of receiving 50% of the 2011 dividend either in cash or in
Casino shares, as provided for in Article 34 of the by-laws.
The value of the new shares issued to shareholders who
choose to reinvest their dividend will be equal to 90% of the
average of the opening prices quoted for Casino shares over
the twenty trading days preceding the date of this Meeting,
less the amount of the dividend, rounded up to the nearest
euro cent. The new shares will carry dividend rights from
1 January 2012.
If the dividends that a shareholder chooses to reinvest do not
correspond to a whole number of shares, the shareholder
may elect to receive either (i) the higher number of shares by
paying the difference in cash or (ii) the lower number of shares
along with a cash payment for the difference.
Shareholder requests to receive dividends in shares must be
sent to the Company, along with the necessary cash payment if
the shareholder elects to receive the higher number of shares,
for receipt between 21 May and 4 June 2012 inclusive.
The shareholders give full powers to the Board of Directors
– which may be delegated to the Chief Executive Officer – to
take all necessary measures to implement this resolution, place
on record the capital increase resulting from the issuance of
shares in payment of dividends, amend the by-laws to reflect
the new capital and carry out all publication formalities.
Fifth resolution
Related party agreements
Having considered the Statutory Auditors’ report on
agreements governed by Article L. 225-38 of the French
Commercial Code (Code de commerce), the shareholders
note that no such agreement was entered into during the year.
6
Having considered the report of the Board of Directors and
noted that the term as director of Marc Ladreit de Lacharrière
expires at the close of this Meeting, the shareholders resolve to
re-elect Marc Ladreit de Lacharrière as director for a one-year
term expiring at the close of the Annual General Meeting to
be held in 2013 to approve the financial statements for the
Eighth resolution
Re-election as director of Catherine Lucet
noted that the term as director of Catherine Lucet expires at
the close of this Meeting, the shareholders resolve to re-elect
Catherine Lucet as director for a three-year term expiring
at the close of the Annual General Meeting to be held in
2015 to approve the financial statements for the year ending
31 December 2014.
Ninth resolution
of Jean-Charles Naouri
noted that the term as director of Jean-Charles Naouri expires
at the close of this Meeting, the shareholders resolve to re-elect
Jean-Charles Naouri as director for a one-year term expiring
31 December 2012.
Tenth resolution
Re-election as director of Gilles Pinoncély
Sixth resolution
of Henri Giscard d’Estaing
noted that the term as director of Henri Giscard d’Estaing
expires at the close of this Meeting, the shareholders resolve
to re-elect Henri Giscard d’Estaing as director for a one-year
noted that the term as director of Gilles Pinoncély expires at
Gilles Pinoncély as director for a one-year term expiring at
the close of the Annual General Meeting to be held in 2013
to approve the financial statements for the year ending
31 December 2012.
6
GENERAL MEETING
Eleventh resolution
Fifteenth resolution
of Gérald de Roquemaurel
Re-election as director of Euris
noted that the term as director of Gérald de Roquemaurel
to re-elect Gérald de Roquemaurel as director for a two-year
Twelfth resolution
of David de Rothschild
noted that the term as director of David de Rothschild expires
at the close of this Meeting, the shareholders resolve to re-elect
David de Rothschild as director for a two-year term expiring
31 December 2013.
Thirteenth resolution
of Frédéric Saint-Geours
noted that the term as director of Frédéric Saint-Geours
to re-elect Frédéric Saint-Geours as director for a two-year
Fourteenth resolution
of Rose-Marie Van Lerberghe
noted that the term as director of Rose-Marie Van Lerberghe
expires at the close of this Meeting, the shareholders resolve to
re-elect Rose-Marie Van Lerberghe as director for a three-year
240
noted that the term as director of Euris expires at the close
of this Meeting, the shareholders resolve to re-elect Euris as
director for a two-year term expiring at the close of the Annual
General Meeting to be held in 2014 to approve the financial
statements for the year ending 31 December 2013.
Sixteenth resolution
Re-election as director of Finatis
noted that the term as director of Finatis expires at the close
of this Meeting, the shareholders resolve to re-elect Finatis
as director for a three-year term expiring at the close of the
Annual General Meeting to be held in 2015 to approve the
financial statements for the year ending 31 December 2014.
Seventeenth resolution
Re-election as director of Foncière Euris
noted that the term as director of Foncière Euris expires at
Foncière Euris as director for a two-year term expiring at
the close of the Annual General Meeting to be held in 2014
to approve the financial statements for the year ending
31 December 2013.
Eighteenth resolution
of Matignon-Diderot
noted that the term as director of Matignon-Diderot expires at
Matignon-Diderot as director for a one-year term expiring
31 December 2012.
GENERAL MEETING
Nineteenth resolution
Election as director of Lady Sylvia Jay
Having considered the report of the Board of Directors, the
shareholders resolve to elect Lady Sylvia Jay as director for
a three-year term expiring at the close of the Annual General
Meeting to be held in 2015 to approve the financial statements
for the year ending 31 December 2014. Lady Sylvia Jay will
replace Abilio Dos Santos Diniz, whose term expires at the
close of this Meeting.
Twentieth resolution
Vacant seat on the Board of Directors
noted that the term as director of Philippe Houzé expires at
the close of this Meeting, the shareholders resolve to leave
his seat vacant.
Twenty-first resolution
Authorisation to implement a share
buyback programme
Having considered the report of the Board of Directors, the
shareholders authorise the Board to buy back the Company’s
shares in accordance with the provisions of Articles L. 225-209
et seq. of the French Commercial Code (Code de commerce),
notably for the following purposes:
■
■
■
■
investment services provider acting on the Company’s behalf
under a liquidity contract that complies with a code of ethics
approved by the Autorité des Marchés Financiers;
to allocate shares (i) on exercise of stock options granted
by the Company pursuant to Articles L. 225-177 et seq.
of the French Commercial Code (Code de commerce),
(ii) under an employee stock ownership plan governed by
Articles L. 3332-1 et seq. of the French Labour Code (Code
du travail) or (iii) in connection with share grants governed
by Articles L. 225-197-1 et seq. of the French Commercial
Code (Code de commerce);
■
to reduce the share capital by cancelling shares, in order to
increase earnings per share;
■
6
The maximum authorised purchase price is one hundred
euros (€100) per share.
The use of this authorisation may not have the effect of
increasing the number of shares held in treasury to more than
10% of the total number of shares outstanding. Based on the
number of shares outstanding as of 29 February 2012, less
the 958 shares held in treasury at that date, and assuming
that the shares held in treasury are not cancelled or sold, the
maximum limit is 11,063,717 shares. The maximum amount
that may be invested in the share buyback programme is
therefore €1,106.37 million. Where treasury shares have been
purchased under a liquidity contract, the number of treasury
shares taken into account to calculate the 10% maximum
limit referred to above corresponds to the number of shares
purchased less the number of shares resold under the liquidity
contract during the period of the authorization.
This authorisation is given for a period of 18 months. It cancels
and supersedes the authorisation given in the fifth resolution
of the Annual General Meeting of 14 April 2011.
The Company may use this resolution and continue its share
buyback programme even in the event of a public offer for
the Company’s shares or other securities or a public offer
initiated by the Company.
The shareholders accordingly give full powers to the Board of
Directors to place any and all buy and sell orders, enter into
any and all contracts notably for the keeping of registers of
share purchases and sales, make any and all filings with the
Autorité des Marchés Financiers, carry out all other formalities,
and generally do everything necessary. These powers may be
delegated by the Board.
Twenty-second resolution
Powers for formalities
The shareholders grant full powers to the bearers of an original,
excerpt or copy of the minutes of this Meeting for the purpose
of any filing, publication or other formalities required by law.
241
242
FRANCE
COLOMBIA
BRAZIL
THAILAND
7
ADDITIONAL
INFORMATION
7.1. General information ..........................................244
7.2. History of the Company and the Group............249
7.3. The market for Casino securities ......................252
7.4. Store network...................................................
k
253
7.5. Persons responsible for the Registration
Document and annual financial report ..............255
Registration Document.....................................257
annual financial report.......................................259
7
ADDITIONAL INFORMATION
General information
7.1.
General information
Name and registered office
Financial year
Phone +33 (0)4 77 45 31 31
The Company’s financial year runs from 1 January to
31 December.
Corporate purpose (Article 3 of the by-laws)
Legal form
Société anonyme governed by Book II of the French
The corporate purpose of the Company is:
■
to create and operate, either directly or indirectly, any and
all types of store for the retail sale of any and all goods and
products, including but not limited to comestibles;
■
to provide any and all services to the customers of such
stores and to produce any and all goods and merchandise
used in the operation thereof;
■
to sell wholesale any and all goods and merchandise for its
own account or for the account of third parties, notably on
a commission basis, and to provide any and all services to
such third parties;
■
generally, to conduct any and all commercial, industrial,
real estate, securities or financial transactions related to, or
which may facilitate the fulfilment of, the foregoing purposes.
Governing law
The laws of France.
Date of incorporation and expiry
The Company was incorporated on 3 August 1898 following
signature of the by-laws on 1 July 1898. Its term, which was
extended by extraordinary resolution of the shareholders at
the General Meeting of 31 October 1941, will expire on 31 July
2040 unless the Company is wound up before this date or its
term is further extended.
Trade and companies register
The Company is registered in Saint-Étienne under
No. 554 501 171 RCS.
APE (business identifier) code: 6420 Z.
Access to legal documents
The by-laws, minutes of General Meetings, Statutory Auditors’
reports and other legal documents are available for consultation
at the Company’s registered office.
The Company may, both in France and abroad, create,
acquire, use under licence or grant licences to use any and
all trademarks, designs, models, patents and manufacturing
processes related to the foregoing objects.
It may acquire any and all holdings and other interests in
any French or foreign company or business regardless of its
purpose.
It may operate in all countries, directly or indirectly, either
alone or with any and all other persons or companies within
a partnership, joint venture, consortium or other corporate
entity, and carry out any and all transactions which fall within
the scope of its corporate purpose.
7.1.1. Provisions of the by-laws concerning the Board of Directors
and senior management – Board of Directors Charter
Board of Directors
Membership of the Board of Directors
(extract from Article 14 of the by-laws)
The Company is administered by a Board of Directors. It has
at least three and no more than eighteen members, elected
by the shareholders in General Meeting, except as required
under the provisions of the law in the case of a merger with
another company with the same legal form (société anonyme).
Directors’ qualifying shares
Each Director must hold at least 100 registered shares.
Term of office – Age limit – Replacement
I - Other than as specified in paragraphs II and III (last two
paragraphs) of this article, directors are elected for a three-year
term ending at the close of the Annual General Meeting called
in the year when their term expires.
Directors may be re-elected.
244
General information
Directors are elected or re-elected by ordinary resolution of
the shareholders. They shall retire by rotation such that, as far
as possible, an equal proportion of them shall retire and seek
re-election each year. For this purpose, the shareholders may
exceptionally elect a director for a term of one or two years.
II - No person over the age of seventy (70) may be elected as
director or permanent representative of a corporate director
if such election would cause the number of directors and
permanent representatives of corporate directors over that age
to be more than one third of the total. Should this proportion
be exceeded, the oldest director or permanent representative
of a corporate director shall stand down at the Annual General
Meeting held to approve the financial statements for the year
in which the proportion was exceeded.
III - If one or several seats on the Board fall vacant between
two General Meetings due to the death or resignation of
directors, the Board of Directors may appoint replacement
directors. Any such appointments must be ratified by
shareholders at the next General Meeting.
If any such appointment is not ratified by the shareholders,
the actions carried out by the Director concerned and the
decisions made by the Board during his or her appointment
remain valid.
If the number of directors falls to below three, the remaining
directors (or, failing that, a representative appointed by the
Presiding Magistrate of the Commercial Court at the request of
any interested party) shall immediately call a General Meeting
of shareholders to elect one or several new directors so that
the total number of directors is at least equal to the number
required by law.
A director appointed to replace an outgoing director stays in
office for the remainder of the term of his or her predecessor.
Any decision to increase the number of Directors sitting on
the Board may only be made by the shareholders in General
Meeting. The related resolution shall also set the new director’s
term of office.
Organisation, Board meetings and decisions
of the Board
Chairman – Officers of the Board
(extracts from Articles 17 and 20 of the by-laws)
The Board of Directors elects one of its members (other than
a corporate Director) to act as Chairman. The Chairman’s
functions are defined by law and the Company’s by-laws.
The Chairman of the Board organises and leads meetings of
the Board and reports to shareholders on the Board’s work
at the General Meeting. He is responsible for ensuring that
the Company’s corporate governance structures function
correctly and, more particularly, that the directors are capable
of fulfilling their duties.
The Chairman may be appointed for his entire term as director.
He may be replaced at any time by decision of the Board and
7
may resign the chairmanship before the end of his term as
director. The Chairman may be re-appointed. If the Chairman
reaches the age of 70 during his term as director, he may
continue to chair the Board until the end of his term.
In case of the Chairman’s temporary unavailability or death,
the Board of Directors may appoint another director as
acting Chairman. In the event of temporary unavailability,
the acting Chairman is appointed for a fixed period, which
may be renewed. In the case of death, the acting Chairman
is appointed until such time as a new Chairman is elected.
Non-voting directors
The shareholders may appoint non-voting directors, who
may be natural persons or legal entities, from among
the shareholders. The Board of Directors may appoint
non-voting directors between two General Meetings, subject
to shareholder ratification of the appointment at the next
General Meeting. The number of non-voting directors may
not exceed five.
Non-voting directors are elected for a three-year term ending at
the close of the Annual General Meeting called in the year when
their term expires. They may be re-elected for an unlimited
number of successive terms and may be removed from
office at any time by ordinary resolution of the shareholders
in General Meeting.
Non-voting directors attend Board meetings in a consultative
capacity only.
They may receive attendance fees, the total aggregate amount
of which is fixed by ordinary resolution of the shareholders and
remains unchanged until a further decision of the shareholders.
The total fee is allocated among the non-voting directors at
the discretion of the Board of Directors.
Meetings of the Board of Directors
The Board of Directors meets as often as it deems necessary
in the interests of the Company, at the location specified in the
notice of meeting. Meetings are called by the Chairman or in
the Chairman’s name by any person designated by him. If the
Board has not met for a period of over two months, a group
of at least one third of the directors may ask the Chairman
to call a meeting to discuss a particular agenda, as may the
Chief Executive Officer.
The Board of Directors may validly conduct business when
at least half of the Directors are present.
Decisions are made by majority vote of those directors
present in person or represented by proxy. In the event of a
tie, the Chairman of the meeting shall have the casting vote.
However, if the Board has less than five members, decisions
may be made by favourable vote of two directors present at
the meeting.
245
7
General information
Powers of the Board of Directors
The Board of Directors is responsible for defining the
Company’s broad strategic objectives and for their
implementation. Except for those powers expressly vested in
the shareholders in General Meeting, the Board of Directors
considers and decides on all matters related to the Company’s
operations, subject to compliance with the corporate purpose.
The Board of Directors performs all controls and verifications
that it considers necessary or appropriate.
The Board of Directors may also decide to combine or to
separate the positions of Chairman of the Board and Chief
Executive Officer. Any such decision does not require any
amendment of the by-laws.
The Board of Directors may set up Committees of the Board to
assist it, in which case the Committees’ membership and terms
of reference are decided by the Board. These Committees
issue proposals, recommendations and opinions on the matters
falling within their terms of reference.
In accordance with the law, the Board of Directors approves
related party agreements, other than those entered into in the
normal course of business on arm’s length terms, governed
by Article L. 225-38 of the French Commercial Code (Code de
commerce). In accordance with Article L. 225-35 of the French
Commercial Code, the Board’s prior authorisation is required
for any and all guarantees, bonds and endorsements issued
in the Company’s name. However, the Board may delegate
this authority to the Chief Executive Officer. In this case, the
Board of Directors will set an aggregate annual ceiling on the
Chief Executive Officer’s authority and, if appropriate, a ceiling
per commitment.
The Board may issue delegations of authority, grant
authorisations or delegate certain functions for one or several
transactions or categories of transactions to any director or
other person, except where this is prohibited by law.
The Board of Directors has included in its Charter certain
mechanisms to restrict the powers of the Chief Executive
Officer (see “Corporate Governance”).
Management structure
Merger of the functions of Chairman of the Board of Directors
and Chief Executive Officer (extract from Article 21 of the
by-laws)
Management
The by-laws allow for the functions of Chairman of the Board
of Directors and Chief Executive Officer to be separated or
combined.
The Company chose the latter option on 21 March 2005.
The Chief Executive Officer’s term of office is set by the Board
of Directors at its discretion, but may not exceed three years.
The term may be renewed.
246
The Chief Executive Officer has the broadest powers to act in
all circumstances in the Company’s name, within the scope of
the corporate purpose and except for those powers which are
specifically vested in the shareholders in General Meeting or
in the Board of Directors under the law. However, the Board
of Directors may adopt an internal rule restricting the Chief
Executive Officer’s powers (see “Corporate Governance” for
a description of the restrictions decided by the Board). The
Chief Executive Officer represents the Company in its dealings
with third parties.
The age limit for holding office as Chief Executive Officer is 70. If
the Chief Executive Officer reaches the age of 70 while in office,
he is required to stand down at the end of his current term.
The Chief Executive Officer may be removed from office at any
time by the Board of Directors. If he is removed from office
without due cause, he may be entitled to compensation unless
he is also the Chairman of the Board of Directors.
Chief Operating Officers
At the proposal of the Chief Executive Officer, the Board of
Directors may appoint up to five Chief Operating Officers to
assist the Chief Executive Officer in his duties.
Chief Operating Officers are appointed for a maximum threeyear term and their appointment may be renewed. They have
the same powers as the Chief Executive Officer in dealings
with third parties.
The age limit for holding office as Chief Operating Officer is 70.
If a Chief Operating Officer reaches the age of 70 while in office,
he is required to stand down at the end of his current term.
Chief Operating Officers may be removed from office at any
time by the Board of Directors at the proposal of the Chief
Executive Officer. The Chairman, if he is also Chief Executive
Officer, the Chief Executive Officer and the Chief Operating
Officers may delegate their powers to carry out one or several
specific transactions or categories of transaction.
Board of Directors’ Charter
The Board of Directors has adopted a Charter describing its
rules of procedure, which add to the related provisions of the
law and the Company’s by-laws.
The Charter describes the Board’s organisation and
procedures, the powers and duties of the Board and the
Committees of the Board, and the procedures for overseeing
and assessing its work (see “Corporate Governance” for a
description of the Committees of the Board, the restrictions
on the Chief Executive Officer’s powers and the procedures
for overseeing and assessing the Board’s work).
The Charter was last updated on 27 July 2011 to incorporate
the changes made to the organisation of Management powers.
General information
7
7.1.2. Appropriation of net profit (extract from Article 33 of the by-laws)
The income statement summarises all revenues and expenses
for the year. The difference between revenues and expenses,
less any depreciation, amortisation and provision charges,
constitutes the net profit or loss for the year.
After deducting any prior year losses, net profit is first used
to make any transfers to reserves required by law, and more
particularly to the legal reserve.
The balance, plus any retained earnings brought forward from
prior years, constitutes the sum available for distribution. It is
used to pay a first dividend on shares, in an amount equal to
five per cent (5%) of the paid-up portion of their par value. If,
in a given year, there is insufficient profit available to pay the
first dividend in full, retained earnings brought forward from
the prior year may not be used to make up the difference.
Any surplus, plus any retained earnings brought forward from
prior years as outlined above, are then available for distribution
to all shareholders.
However, on recommendation of the Board of Directors,
shareholders may resolve to transfer the surplus to any ordinary
or extraordinary discretionary reserves that may or may not
be allocated for a particular purpose.
On recommendation of the Board of Directors, sums
transferred to reserves may subsequently be distributed
or incorporated in the share capital by resolution of the
shareholders.
7.1.3. General Meetings
Notice of meeting, participation
(extract from Articles 25 and 27
of the by-laws)
Annual General Meetings are called under the conditions
required by law.
For shareholders to be entitled to participate in General
Meetings, their shares must be recorded in the shareholder’s
name or in the name of an accredited intermediary in the case
of non-resident shareholders, no later than midnight CET time
on the third business day preceding the meeting date, either
in the share register kept by the Company or its registrar
(registered shares), or in the securities account kept by the
shareholder’s bank or broker (bearer shares).
For holders of bearer shares, ownership of shares is evidenced
by a certificate (attestation de participation) issued by their
bank or broker, which may be sent to the Company by e-mail
or submitted with the postal voting form/form of proxy or the
request for an admission card issued in the shareholder’s
name or that of the accredited intermediary representing the
shareholder. A certificate shall also be issued to shareholders
wishing to participate in General Meetings in person who have
not received their admission card by midnight CET on the third
business day preceding the meeting date.
Meetings are held in the town where the Company’s registered
office is located or any other venue in France as specified in
the notice of meeting.
All holders of ordinary shares are entitled to attend and vote
at Annual General Meetings, regardless of the number of
shares held.
Voting rights (double voting rights)
(extract from Article 28-III of the by-laws)
All shareholders entitled to attend meetings have one vote for
each share held, without limitation, save as otherwise provided
for by law or the by-laws.
However, as allowed by law, double voting rights are attached
to all fully-paid registered shares which have been registered in
the name of the same shareholder for at least four years and
to any bonus shares issued upon capitalisation of reserves,
retained earnings or additional paid-in capital in respect of
shares entitled to double voting rights.
The double voting rights are cancelled ipso jure if the shares
are converted to bearer shares or transferred to another
shareholder, save as provided for in Article L. 225-124 of the
French Commercial Code (Code de commerce) in the case
of inheritance, division of estate between divorcing spouses
or gifts inter vivos to a spouse or other person of an eligible
degree of relationship.
Votes cast or proxies given by an intermediary that either has
not disclosed its status as nominee shareholder acting on
behalf of non-resident shareholders or has not disclosed the
identity of those non-resident shareholders, as required by the
applicable regulations, are not taken into account.
The provisions of the by-laws concerning double voting rights
were originally adopted by shareholders at the Extraordinary
General Meeting of 30 November 1934 and were amended
at the Extraordinary General Meeting of 21 May 1987, when
the qualifying period was raised from two to four years.
7
General information
7.1.4. Identifiable holders of bearer shares (Article 11-I of the by-laws)
In accordance with the applicable regulations, the Company
may request at any time from the organisation responsible
for clearing transactions in its shares, information about the
identity of the holders of its bearer shares and any securities
carrying rights to its shares, including each such shareholder’s
name (or corporate name), nationality and address, the number
of shares and securities with rights to shares held, and any
restrictions attached to the securities.
Based on the information obtained under this procedure,
if the Company believes that any shares or securities with
rights to shares may be held by nominees, it may contact any
shareholders whose names appear on the list, either directly
or through the clearing organisation, to request information
allowing the Company to identify the ultimate shareholders. In
the event of failure to disclose the identity of shareholders, the
votes cast or proxies given by the intermediary on record as
acting as nominee shareholder will not be taken into account.
The Company may ask any legal entity that holds over 2.5%
of its share capital or voting rights to disclose the identity of
the persons holding, directly or indirectly, more than one third
of the legal entity’s share capital or voting rights.
In the case of failure by a shareholder or intermediary to
disclose the requested information, the shares or securities
with rights to shares held or represented by the shareholder
or intermediary may be stripped of voting and dividend rights,
temporarily or permanently, in accordance with the law.
248
Statutory disclosure thresholds
(Article 11-II of the by-laws)
Any person or legal entity, including any intermediary with the
status of nominee shareholder acting on behalf of non-resident
shareholders, acting either alone or in concert with other
persons or legal entities, that comes to hold or ceases to
hold, by whatever means, a number of shares representing
1% of the voting rights or any multiple thereof, must inform
the Company, by registered letter with acknowledgement
of receipt, of the number of shares and voting rights held,
within five trading days of the relevant disclosure threshold
being crossed.
Shareholders that have crossed a disclosure threshold are also
required to inform the Company of the number of securities
held that carry a deferred right to shares, and of the number
of voting rights attached to said securities.
These disclosure requirements no longer apply when over
50% of the voting rights are held, individually or in concert.
Failure to comply with these requirements will result in the
undisclosed shares being stripped of voting rights at General
Meetings at the request of one or more shareholders separately
or together owning at least 5% of the share capital or voting
rights. Similarly, any voting rights which have not been duly and
properly disclosed may not be exercised. Disqualification will
apply to all General Meetings held during a period of two years
commencing on the date on which the omission is remedied.
History of the Company and the Group
7
7.2.
1898
Company founded by Geoffroy Guichard and first store opened.
1901
Launch of the first private-label Casino-brand products.
1914
Casino manages 460 stores and 195 concessions.
1929
Casino manages 20 plants, 9 warehouses, 998 stores and 505 concessions.
1939
On the eve of the Second World War, Casino manages 1,670 stores and 839 concessions.
1948
First self-service store opened in Saint-Étienne.
1960
First supermarket opened in Grenoble.
1967
First cafeteria opened in Saint-Étienne.
1970
First hypermarket opened in Marseille. Casino acquires L’Épargne, a retailer operating in south-western France.
1971
The Group manages 2,575 outlets.
1976
Casino enters the US market by launching a chain of cafeterias.
1980
Casino manages 2,022 convenience stores, 76 supermarkets, 16 hypermarkets, 251 affiliates, 54 cafeterias and 6 plants.
1984
In the USA, the Group acquires the Smart & Final cash & carry chain (90 outlets).
1985
Casino acquires Cédis, a retailer operating in eastern France with annual sales of €1.14 billion.
1990
The Group acquires La Ruche Méridionale, a retailer operating in the south of France with annual sales of €1.2 billion.
In the USA, the Group acquires the wholesaler Port Stockton Food Distributors.
The hypermarket and supermarket service station business is sold to Shell and Agip.
1991
The retail business is spun off into a subsidiary.
1992
Casino acquires Rallye’s retailing business.
1994
The Company is converted into a société anonyme (joint-stock corporation) with a Management Board and Supervisory Board.
1995
The Group signs a partnership agreement with Corsica-based C.D., leading to the acquisition of 50% interests in Codim 2
and Médis.
1996
A partnership agreement is signed with Coopérateurs de Normandie-Picardie.
A joint venture is set up with Dairy Farm International to develop hypermarkets in Taiwan.
Spar France is set up.
The Group buys back from Agip the service stations located on the sites of Casino hypermarkets and supermarkets.
The first hypermarket is opened in Poland.
1997
Casino acquires the entire capital of Médis.
Casino and Shell launch the Club Avantages loyalty card.
Casino acquires the Franprix and Leader Price networks (€1.9 billion in sales) and a food wholesaler, Mariault (€152 million
in sales).
Casino takes a 21.4% stake in the capital of Monoprix/Prisunic.
1998
Casino acquires a 75% stake in Argentine company Libertad.
The Centre Auto business is sold to Feu Vert in exchange for 38% of Feu Vert’s capital.
Casino takes a 50% stake in Uruguay’s Disco Group.
The first hypermarket is opened in Taiwan.
1999
Casino takes a 66% stake in Thailand’s Big C Group.
A total of 75 convenience stores are acquired from Guyenne & Gascogne in south-western France.
The Opéra central purchasing agency is set up with Cora.
The first Imagica one-hour digital film-processing store is opened.
Casino takes a 25% stake in Exito (Colombia) and CBD (Brazil).
7
2000
Casino acquires a 50% stake in the capital of Cdiscount.
The joint venture with Dairy Farm International in Taiwan is wound up and Casino signs an agreement with the Far Eastern
Group for the creation of Far Eastern Géant in Taiwan.
The first Leader Price store opens in Poland.
The Group acquires 475 convenience stores from Auchan.
Casino takes part in the creation of WorldWide Retail Exchange (WWRE), a new B2B electronic marketplace.
The Group raises its stake in Monoprix to 49.3%, alongside Galeries Lafayette which also holds 49.3%.
Casino strengthens its presence in Latin America – in Uruguay, Disco acquires control of Devoto (21 outlets), and in Venezuela
Casino takes a 50.01% stake in Cativen (48 supermarkets and 2 hypermarkets).
2001
Casino joins forces with Cofinoga to set up Banque du Groupe Casino.
A Géant hypermarket is opened in Bahrain (Persian Gulf) under an affiliation agreement with the Sana Group.
An agreement is signed with the Bourbon Group providing for the acquisition by Casino of a 33.34% interest in Vindémia,
a retail chain operating in Reunion, Madagascar, Mayotte, Mauritius and Vietnam.
2002
Cora terminates the agreement concerning the Opéra joint central purchasing agency.
Casino Cafétéria enters the foodservice market.
Casino and Galeries Lafayette launch a new-generation loyalty programme, S’Miles, which combines the Points Ciel
(Galeries Lafayette) and Club Avantages (Casino/Shell) loyalty programmes.
The first two Leader Price stores are opened in Thailand.
Casino buys back from Shell the service stations located on the sites of Casino hypermarkets and supermarkets.
Casino acquires 38% of Dutch retailer Laurus.
A new central purchasing agency, EMC Distribution, is set up.
Casino joins forces with Auchan to create International Retail and Trade Services (IRTS), offering services to multinational
suppliers and/or SMEs.
2003
Casino and Galeries Lafayette agree to continue their partnership in Monoprix for at least three years, and make a joint public
buyout offer for Monoprix shares to be followed by a squeeze out.
Smart & Final Inc. sells its foodservice businesses in Florida and California.
The Company changes its legal form to a société anonyme with a Board of Directors.
2004
The Casino Group and CNP Assurances announce a strategic agreement for the development and promotion of insurance
products for customers of the Group’s stores in France.
The Casino Group raises its holding in Franprix Holding to 95% and in Leader Price Holding to 75%.
2005
Casino acquires joint control of the CBD Group, with 68.8% of the capital of the Group’s holding company.
Casino becomes the majority shareholder of Vindémia, with 70%.
The Group’s shopping centre properties in France are spun off into a subsidiary, Mercialys, which is floated on the stock
exchange.
The Group sells 13 warehouse properties to Mines de la Lucette.
2006
The equity swap between Deutsche Bank and Casino is unwound and the GMB/Cora shares are sold.
Exito acquires control of Carulla Vivero, a listed company ranked No. 2 in the Colombian retailing market.
Casino sells its remaining 38% stake in Feu Vert.
The Group joins forces with dunnhumby to create dunnhumby France.
Casino sells its Polish operations.
International Retail and Trade Services (IRTS), set up in partnership with Auchan, is dissolved.
2007
Casino sells its 55% interest in Smart & Final (USA) to investment fund Apollo.
Casino becomes the majority shareholder of Exito after exercising its right of first refusal over the shares sold by the Toro family.
Casino and Cencosud enter into a joint venture agreement to develop a DIY retail business in Colombia.
Casino enters into an agreement with property investment fund Whitehall to develop shopping centres, mainly in Poland and
other Eastern Europe countries.
Casino owns 66.8% of Cdiscount after various share purchases and subscribing to a new share issue.
Casino owns 100% of Vindémia (Indian Ocean), following Bourbon’s exercise of its put option.
Casino sells 225 convenience store and supermarket properties in France, as well as store and warehouse properties in
Reunion, to two property mutual funds (OPCI).
250
2008
7
Casino raises its stake in Super de Boer to 57%.
Telemarket.fr signs an agreement with the Casino Group to source its supplies from the Group’s central purchasing agency.
Casino reduces its interest in Mercialys from 61.48% to 59.76% to comply with “SIIC 4” regulations.
The Casino Carbon Index is the first complete environmental labelling system.
Emily 2, a new employee share ownership plan, is set up.
The Group continues to pursue its policy of capturing the value of its assets by selling 42 superette, Casino supermarket and
Franprix/Leader Price store properties to two property partners, including AEW Immocommercial, a property mutual fund
(OPCI).
Casino and Galeries Lafayette sign an amendment to their March 2003 strategic agreement which suspends the exercise of
their respective put and call options on Monoprix shares for three years. Philippe Houzé is reappointed Chairman of the Board
of Monoprix until March 2012.
2009
All preferred non-voting shares are converted into ordinary shares.
Groupe Casino signs the United Nations Global Compact, strengthening its commitment to promoting and adopting sustainable
and socially responsible policies. It has set up an action plan in the areas of human rights, labour, the environment and
anti-corruption.
Casino sells the assets and liabilities of its 57%-owned subsidiary Super de Boer to Jumbo.
Casino creates GreenYellow, a subsidiary that develops photovoltaic systems on shopping centre store and car park roofs.
Casino acquires the Baud family minority interests in Franprix and Leader Price.
Casino signs a distribution agreement with the Sherpa network of convenience stores, under which Sherpa will source its
supplies from Casino’s central purchasing agency.
Casino creates a single division combining Géant Casino hypermarkets and Casino Supermarkets, as well as a single food and
non-food purchasing department.
GPA signs an agreement to create a joint venture between its subsidiary Globex Utilidades SA and Casas Bahia Comercial
Ltda, Brazil’s leading non-food retailer, thereby strengthening its leadership position in the Brazilian retail market.
2010
The Cactus Group, Luxembourg’s leading retailer, becomes a member of Casino’s central purchasing agency.
The Casino Foundation launches its first programme to prevent the isolation of hospitalised children, in partnership
with the Docteur Souris association.
Casino signs a long-term partnership with the Crédit Mutuel-CIC group for financial products and services in France through its
specialised subsidiary Banque du Groupe Casino, which is currently 60%-owned by Casino, Guichard-Perrachon and 40% by
Laser Cofinoga. The agreement is expected to be finalised within 18 months.
Big C, Casino’s Thai subsidiary, signs an agreement to acquire Carrefour’s Thai operations comprising 42 stores and
37 shopping malls.
Casino signs a partnership with the Bolivarian Republic of Venezuela, which acquires 80% of Cativen with Casino retaining 20%
to provide its operational support to the new state-controlled entity.
Casino gives new impetus to its “tous les jours” range of high quality, low price basic products.
The GPA/Casas Bahia merger in Brazil becomes effective in November.
Casino joins the European central purchasing agency EMD as of 1 January 2011, improving its supply chain competitiveness.
2011
Casino raises its interest in Cdiscount to 99% by acquiring the interest owned by the Charle brothers, who have given up their
operating responsibilities at Cdiscount.
Casino signs the first corporate Civic Service Promotion Charter with the French Secretary of State for Youth and Community
Life.
Casino’s Convenience division signs an agreement with La Poste to set up convenience stores next to post offices.
Casino strengthens its integration in Latin America by selling its interests in Uruguay-based Disco and Devoto to its Colombian
subsidiary Exito with a view to developing synergies.
Casino increases its interest in GPA, holding 40.13% at 31 December 2011.
The Group’s subsidiary Banque du Groupe Casino launches a bank debit card available to the general public, in partnership
with MasterCard.
Cdiscount, the Group’s e-commerce subsidiary, becomes the first e-commerce site to offer the MasterCard debit/credit card
issued by Banque du Groupe Casino.
7
The market for Casino securities
7.3.
The market for Casino securities
7.3.1. List of quoted Casino securities in 2011
Since 15 June 2009, Casino’s only quoted securities are
ordinary shares (ISIN code FR0000125585). They are listed
on Euronext Paris and are eligible for the Deferred Settlement
System (SRD).
Following their mandatory conversion into ordinary shares on
15 June 2009, the preferred non-voting shares (ISIN code
RFR 0000121139) were transferred to the delisted securities
compartment of Euronext Paris (CVRMR) where they remained
tradable for six months until 15 December 2009.
From 1 January each year to the dividend payment date,
ordinary shares issued on exercise of stock options or warrants
are also traded on Euronext Paris.
In 2011, Standard & Poors confirmed Casino, GuichardPerrachon’s BBB- long-term and A-3 short-term credit ratings,
with a stable outlook.
The Company has also carried out several bond issues, which
are quoted on the Paris and Luxembourg stock exchanges.
On 12 January 2012, the Company set up a sponsored
level 1 American Depositary Receipt (ADR) programme in
the United States and appointed Deutsche Bank as the
depositary bank. The ADRs will trade in the United States
on the over-the-counter (OTC) market. Each Casino share is
represented by five ADRs.
7.3.2. Trading volumes and prices over the past 18 months
(source: Euronext Paris)
Ordinary shares
High and low prices
High (€)
2010
2011
2012
252
Low (€)
Trading volume
Trading volume
(thousands of shares)
(€ millions)
September
70.38
63.59
5,161
352
October
68.00
65.27
4,832
322
November
70.90
66.10
5,016
343
December
75.10
66.81
5,035
359
January
75.74
70.31
4,766
343
February
72.44
70.10
3,791
270
March
71.65
65.27
6,533
445
April
71.95
66.90
11,974
833
May
76.55
70.98
6,491
479
June
72.58
62.00
8,638
578
July
67.27
61.64
6,495
420
August
64.25
51.35
8,710
489
September
60.26
53.75
7,073
406
October
68.04
56.59
5,136
319
November
68.41
59.00
5,673
365
December
67.27
60.01
4,336
276
January
69.77
62.28
5,018
331
February
74.31
68.01
5,141
368
Store network
7
7.4.
Store network
France
Number of stores at 31 December
Géant Casino hypermarkets
of which
French affiliates
International affiliates
Casino Supermarkets
of which
French franchise affiliates
International franchise affiliates
Franprix supermarkets
Retail space (in thousands of sq.m.)
2009
2010
2011
2009
2010
2011
122
125
127
903
915
929
5
6
8
-
-
-
5
5
5
-
-
-
390
405
422
619
650
676
53
54
51
-
-
-
21
27
32
-
-
-
789
870
897
352
374
381
of which franchise outlets
472
515
379
-
-
-
Monoprix supermarkets
463
494
514
639
661
659
of which
117
131
130
-
-
-
franchise outlets/affiliates
Naturalia
41
49
55
-
-
-
Leader Price discount stores
559
585
608
509
533
547
266
294
271
-
-
-
TOTAL SUPERMARKETS
AND DISCOUNT STORES
2,201
2,354
2,441
2,118
2,218
2,263
929
1,021
863
-
-
-
Petit Casino superettes
1,816
1,791
1,758
257
257
256
28
29
29
-
-
-
Spar superettes
896
928
956
236
243
254
739
761
755
-
-
-
Vival superettes
1,753
1,767
1,752
166
166
166
1,753
1,766
1,750
-
-
-
4
3
24
1
1
8
Others
2
1
-
-
-
-
Other franchised stores
1,257
1,260
1,134
92
93
85
Corners, Relay, Shell, Elf, Carmag,
Sherpa, other
1,257
1,260
1,134
-
-
-
Wholesale outlets
1,025
926
937
75
68
68
TOTAL CONVENIENCE STORES
6,751
6,675
6,561
827
829
837
of which franchise/wholesale outlets
4,805
4,744
4,606
-
-
-
Other affiliated stores
13
20
26
-
-
-
of which
13
17
18
4
3
4
French affiliates
-
3
8
-
-
-
Other businesses
International affiliates
277
287
295
N/A
N/A
N/A
Casino Restauration
277
287
293
-
-
-
-
2
9,364
9,461
9,450
Cdiscount
TOTAL FRANCE
2
3,852
3,966
4,036
7
Store network
International
Number of stores at 31 December
Retail space (in thousands of sq.m.)
2009
2010
2011
2009
2010
2011
Argentina
49
23
24
149
131
128
Libertad hypermarkets
15
15
15
-
-
-
Leader Price discount stores
26
-
-
-
-
-
8
8
9
-
-
-
Others
Uruguay
53
53
52
74
74
73
Géant hypermarkets
1
1
1
-
-
-
Disco supermarkets
28
28
27
-
-
-
Devoto supermarkets
24
24
24
-
-
-
1,080
1,647
1,571
1,745
2,811
2,821
Extra hypermarkets
103
110
132
-
-
-
Pão de Açúcar supermarkets
145
149
159
-
-
-
Brazil
Sendas supermarkets
68
17
-
-
-
-
Extra Perto supermarkets
13
101
204
-
-
-
157
113
-
-
-
-
Assai discount stores
40
57
59
-
-
-
Extra Facil convenience stores
52
68
72
-
-
-
Others
502
1,032
945
-
-
-
of which Ponto Frio
455
506
401
-
-
-
-
526
544
-
-
-
Thailand
97
116
221
596
612
926
Big C hypermarkets
67
70
108
-
-
-
CompreBem supermarkets
of which Casas Bahia
Big C supermarkets
-
2
12
-
-
-
Mini Big C convenience stores
11
15
51
-
-
-
Others (Pure)
19
29
50
-
-
-
Vietnam
9
14
23
47
72
93
Big C hypermarkets
9
14
18
-
-
-
Indian Ocean
50
50
53
97
99
103
Jumbo hypermarkets
11
11
11
-
-
-
Score/Jumbo supermarkets
20
21
22
-
-
-
Cash and Carry supermarkets
5
5
5
-
-
-
Spar supermarkets
6
7
8
-
-
-
Others
7
6
7
-
-
-
New Cho convenience stores
Colombia
5
260
299
351
649
676
695
Exito hypermarkets
74
73
80
-
-
-
Pomona and Carulla supermarkets
93
112
130
-
-
-
Bodega and Surtimax discount stores
47
54
78
-
-
-
Exito Express and Carulla Express
11
22
54
-
-
-
Others
TOTAL INTERNATIONAL
254
35
38
9
-
-
-
1,598
2,202
2,295
3,357
4,475
4,840
Persons responsible for the Registration Document and annual financial report
7
7.5.
Persons responsible for the Registration Document
and annual financial report
Person responsible for the Registration Document
Jean-Charles Naouri, Chairman and Chief Executive Officer
Statement by the person responsible for the Registration Document
“I hereby declare that, having taken all reasonable care to
ensure that such is the case, the information contained in
this Registration Document is, to the best of my knowledge,
in accordance with the facts and contains no omission likely
to affect its import.
I hereby declare that, to the best of my knowledge and
belief, the financial statements have been prepared in
accordance with the applicable accounting standards and
present accurately in all material respects the assets and
liabilities, financial position and results of the Company and
the consolidated group. I also declare that the information
contained in the management report appearing on pages 19
onwards gives a true and fair view of trends in the business
operations, results and financial position of the Company and
the consolidated group, as well as a description of the main
risks and uncertainties facing those companies.
I obtained a statement from the Statutory Auditors at the end
of their engagement affirming that they had read the whole
of the Registration Document and examined the information
about the financial position and the accounts contained therein.
Their report on the historical financial information for 2011 is
presented on pages 68 and 154 of this Registration Document.
Their report on the historical financial information for 2010 and
2009 is incorporated by reference.
Their report on the 2009 consolidated financial statements
contains two emphasis of matter paragraphs, one relating to
the new standards and interpretations applied by the Group in
2009, the other relating to the accounting treatment used for
the dividend distribution in Mercialys shares and the positions
taken by the Group with regard to the consolidation of its
Venezuelan subsidiary Cativen in its consolidated financial
statements.
Their report on the 2010 consolidated financial statements
contains an emphasis of matter paragraph relating to the new
standards and interpretations adopted by the Group in 2010.”
Jean-Charles Naouri
7
Persons responsible for the Registration Document and annual financial report
In application of Article 28 of European Commission regulation 809/2004/EC, the following information is incorporated by
reference in this Registration Document:
2010
The 2010 Registration Document was filed with Autorité des Marchés Financiers on 14 March 2011 under No. D.11-0124.
It includes:
■
the consolidated financial statements (pages 59 to 131) and the Statutory Auditors’ report (page 58);
■
financial information (pages 1 to 56);
■
the financial statements of the Company under French GAAP (pages 135 to 158), the Statutory Auditors’ report on the financial
statements (page 134) and the Statutory Auditors’ report on related party agreements (page 159).
2009
The 2009 Registration Document was filed with Autorité des Marchés Financiers on 6 April 2010 under No. D.10-221. It includes:
■
the consolidated financial statements (pages 65 to 150) and the Statutory Auditors’ report (page 66);
■
financial information (pages 1 to 64);
■
the financial statements of the Company under French GAAP (pages 153 to 179), the Statutory Auditors’ report on the financial
statements (page 152) and the Statutory Auditors’ report on related party agreements (page 180).
256
Table of correspondence – Registration Document
7
7.6.
To facilitate consultation of this Registration Document, the table below indicates the page references corresponding to the
main headings required under annex 1 of European Commission regulation 809/2004/EC of 29 April 2004.
1.
Persons responsible
1.1. Person responsible for the Registration Document...................................................................................255
1.2. Statement by the person responsible for the Registration Document .....................................................255
2.
Statutory Auditors ................................................................................................................................................212
3.
Selected financial information ................................................................................................................................4
4.
Risk factors .................................................................................................................................................. 49 to 53
5.
Information about the issuer
5.1. History and development of the Company
5.1.1. Legal and commercial name..........................................................................................................................244
5.1.2. Place of registration and registration number .................................................................................................244
5.1.3. Date of incorporation and length of life ..........................................................................................................244
5.1.4. Domicile, legal form and applicable law .........................................................................................................244
5.1.5. Important events in the development of the business............................................................ 6 and 7, 249 to 251
5.2. Investments .................................................................................................................................. 16 and 17, 27
6.
Business overview ......................................................................................................................................... 6 to 30
7.
Organisational structure
7.1. Position of the Company within the Group .................................................................................28, 31, 32, 46
7.2. Groupe Casino organisation chart ................................................................................................... 32 and 33
8.
8.1. Tangible fixed assets ...................................................................................................... 16 and 17, 107 to 109
8.2. Environmental issues ............................................................................................................................ 54 to 57
9.
Operating and financial review
9.1. Financial position ............................................................................................................................................27
9.2. Operating results................................................................................................................................... 25 to 30
10. Capital resources ............................................................................................................................... 27, 115 to 118
11. Research and development, patents and licences .............................................................................................28
12. Trend information ......................................................................................................................... 6 to 17, 36 and 37
13. Profit forecasts or estimates.................................................................................................................................37
14. Administrative, management and supervisory bodies and senior management
14.1. Members of the Board of Directors and senior management ..................................................... 184 to 207
14.2. Board of Directors and senior management conflicts of interest...........................................................211
15. Remuneration and benefits ..................................................................................................................... 207 to 211
7
16. Board practices
16.1. Current term of office of members of the administrative,
management or supervisory bodies................................................................................................ 185 to 204
16.2. Information about service contracts between members of the administrative,
management or supervisory bodies and the issuer or any of its subsidiaries ...................................... 211
16.3. Board Committees ....................................................................................................................... 215 and 217
16.4. Statement as regards compliance with the corporate governance regime...........................................213
17. Employees
17.1. Human resources ................................................................................................................................ 58 to 65
17.2. Shareholdings and stock options .................................................................................... 41 to 47, 64 and 65
17.3. Arrangements for involving the employees in the issuer’s capital ...........................................................64
18. Major shareholders
18.1. Ownership of share capital and voting rights ................................................................................... 45 to 48
18.2. Controlling shareholder ................................................................................................................................46
18.3. Arrangements which may result in a change in control of the issuer ..............................................46, 211
19. Related-party transactions ...................................................................................................................36, 146, 173
20. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses
20.1. Consolidated financial statements for the year ended 31 December 2011 ................................. 69 to 151
20.2. Parent company financial statements for the year ended 31 December 2011 .......................... 155 to 179
20.3. Statutory Auditors’ report on the consolidated financial statements at 31 December 2011 ..................68
20.4. Statutory Auditors’ report on the parent company financial statements at 31 December 2011 ..........154
20.5. Dividend policy ..............................................................................................................................................30
20.6. Legal and arbitration proceedings ................................................................................................. 51 and 52
20.7. Significant change in the issuer’s financial or trading position .................................... 21 to 28, 36 and 37
21. Additional information
21.1. Information about the share capital
21.1.1. Amount of issued capital ...............................................................................................................................38
21.1.2. Treasury shares ....................................................................................................................................38 to 40
21.1.3. History of share capital ..................................................................................................................................45
21.2. Memorandum and Articles of Association
21.2.1. Corporate purpose ......................................................................................................................................244
21.2.2. Summary of provisions of the by-laws or charter with respect to members
of the administrative, management and supervisory bodies ............................................229 to 236, 244 to 246
21.2.3. Rights, privileges and restrictions attaching to the shares .............................................................. 247 and 248
21.2.4. General Meetings ........................................................................................................................................247
21.2.5. Shareholder pacts .........................................................................................................................................48
21.2.6. Notification of interests ................................................................................................................................248
22. Material contracts ..................................................................................................................................... 34 and 36
23. Documents on display .........................................................................................................................................244
24. Information on holdings ........................................................................................................... 31 to 36, 177 to 179
258
Table of correspondence – annual financial report
7
7.7.
Table of correspondence – annual financial report
To facilitate consultation of this Registration Document, the table below indicates the page references corresponding to the
information contained in the annual financial report which listed companies are required to publish in accordance with Articles
L. 451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and Article 222-3 of the General Regulation
of the Autorité des Marchés Financiers.
1.
Parent company financial statements .................................................................................................... 154 to 179
2.
Consolidated financial statements ........................................................................................................... 69 to 151
3.
Management report ..................................................................................................................................... 20 to 65
3.1. Information referred to in articles L. 225-100 and L. 225-100-2 of the French Commercial Code
(Code de commerce)
■
Analysis of business trends.............................................................................................................................. 21 to 25
■
Analysis of results ............................................................................................................................................ 25 to 28
■
Analysis of financial position ..................................................................................................................................... 27
■
Major risks and uncertainties ........................................................................................................................... 49 to 53
■
Summary of valid authorisations granted by the shareholders
to the Board of Directors to increase the share capital .............................................................................................. 41
3.2. Information referred to in article L. 225-100-3 of the French Commercial Code
(Code de commerce)
■
Factors liable to have an influence in the event of a public offer .............................................................................. 218
3.3. Information referred to in article L. 225-111 of the French Commercial Code
(Code de commerce)
■
Purchases of treasury shares........................................................................................................................... 38 to 40
4.
Statement by the persons responsible for the annual financial report ...........................................................255
5.
Statutory Auditors’ report on the parent company and consolidated financial statements ...................68, 154
6.
Disclosure of Statutory Auditors’ fees ...............................................................................................................212
7.
Chairman’s report on internal control and risk management .............................................................. 218 to 227
8.
Statutory Auditors’ report on the Chairman’s report on internal control and risk management ..................228
259
260
Investor Relations
Régine Gaggioli
Phone: + 33 (0)1 53 65 64 17
rgaggioli@groupe-casino.fr
or
Phone: + 33 (0)1 53 65 64 18
IR_Casino@groupe-casino.fr
Shareholder relations
Toll-free number: 0 800 16 18 20 (calls made from France only)
E-mail: actionnaires@groupe-casino.fr
To convert bearer shares to registered shares, contact:
BNP Paribas Securities Services – GCT
Shareholder Relations
Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex, France
Phone: + 33 (0)1 40 14 31 00
Société anonyme. Share capital: €169,289,377.56
Headquarters
B.P. 306 – 1, esplanade de France
F-42008 Saint-Étienne Cedex 2, France
Phone: + 33 (0)4 77 45 31 31
Fax: +33 (0)4 77 45 38 38
The Company is registered in Saint-Étienne under
No. 554 501 171 RSC
Paris office
148, rue de l’Université
75007 Paris
Phone: + 33 (0)1 53 65 64 00
www.groupe-casino.fr
Published by Groupe Casino. Design and creation: Sequoia. Cover design: All Contents.
Photo credit: Alfred CROMBACK, Andres MAYR, Eduardo GIRAO, Steve MUREZ, Cedric DAYA, Anne VAN DER STEGEN, Alexis FRESPUETCH - AF STUDIO.
Printing: FABRÈGUE IMPRIMEUR – BP 10 – 87500 Saint-Yrieix-la-Perche.
Printed on Cocoon Offset 100% recycled paper, FSC and European Ecolabel certified.
Groupe Casino
B.P. 306 - 1, esplanade de France - F - 42008 Saint-Étienne cedex 2
Phone: +33 (0)4 77 45 31 31 - Fax: +33 (0)4 77 45 38 38
www.groupe-casino.fr

3 - Groupe Casino

Transcription

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