2022 Universal
Registration
Docum nt
Including the 2022
Annual Financial Report
Contents
CHAPTER 1
Always a step ahead ...............................................................................................................................2
Statement ...................................................................................................................................................................................................................................... 3
Interview with the Chairman ............................................................................................................................................................................................ 4
Executive Committee ............................................................................................................................................................................................................ 8
Board of Directors ..................................................................................................................................................................................................................10
A global leader ......................................................................................................................................................................................................................... 12
Key figures ................................................................................................................................................................................................................................... 14
Significant events of the year.......................................................................................................................................................................................... 16
MAKING THE EVERYDAY SPECIAL
Growth ........................................................................................................................................................................................................................................... 18
Responsibility ............................................................................................................................................................................................................................22
Innovation ................................................................................................................................................................................................................................... 26
Business model .......................................................................................................................................................................................................................30
Our banners ................................................................................................................................................................................................................................32
Performance ............................................................................................................................................................................................................................. 42
CHAPTER 2
Financial and accounting information ...................................................................................44
2.1. Business report ..............................................................................................................................................................................................................50
2.2. Subsequent events ..................................................................................................................................................................................................... 57
2.3. Outlook ............................................................................................................................................................................................................................... 58
2.4. Parent company information ............................................................................................................................................................................... 59
2.5. Subsidiaries and associates .................................................................................................................................................................................... 61
2.6. Consolidated financial statements for the year ended 31 December 2022 ......................................................................... 63
2.7. Parent company financial statements for the year ended 31 December 2022 ................................................................ 182
CHAPTER 3
Corporate Social Responsibility (CSR)
and Non-Financial Statement (NFS) .......................................................................................216
3.1. CSR commitments and governance ............................................................................................................................................................. 218
3.2. Non-Financial Statement – NFS ...................................................................................................................................................................... 220
3.3. Stakeholder dialogue ..............................................................................................................................................................................................232
3.4. Ethics and compliance ..........................................................................................................................................................................................237
3.5. Policies and initiatives in place .........................................................................................................................................................................242
3.6. Non-financial performance ................................................................................................................................................................................ 320
3.7. Reporting methodology for non-financial indicators ........................................................................................................................324
3.8. Group CSR commitments ....................................................................................................................................................................................327
3.9. EU Green Taxonomy KPI tables ........................................................................................................................................................................333
3.10. Methodology for EU Taxonomy key performance indicators ..................................................................................................... 336
3.11. Non-Financial Statement cross-reference table ...................................................................................................................................337
3.12. SDG – GRI – SASB – TCFD cross-reference tables..................................................................................................................................342
3.13. Independent third party’s report on the consolidated non-financial statement ......................................................... 346
The Universal Registration Document was filed on 04 April 2023 with the French financial markets authority
(Autorité des marchés financiers – AMF), as competent authority under Regulation (EU) 2017/1129, without
prior approval pursuant to Article 9 of said Regulation. The Universal Registration Document may be used
for the purposes of an offer to the public of securities or admission of securities to trading on a regulated
market if completed by by a securities note and, if applicable, a summary and any amendments to the
Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU)
2017/1129. This Universal Registration Document is a reproduction of the official version of the Universal
Registration Document which has been prepared in European Single Electronic Format (ESEF) and is
available on the Company’s website.
CHAPTER 4
Risks and control ............................................................................................................................... 350
4.1. Internal control and risk management .......................................................................................................................................................352
4.2. Internal control over accounting and financial information ........................................................................................................ 363
4.3. Main risk factors ......................................................................................................................................................................................................... 366
4.4. Insurance – risk cover ..............................................................................................................................................................................................390
4.5. Safeguard proceedings at the Group’s parent companies – Potential conflicts of interest
between the Group’s controlling shareholder and other investors ........................................................................................ 392
4.6. Speculative attacks on the share price and investigations ........................................................................................................... 394
CHAPTER 5
Corporate Governance Report ....................................................................................396
5.1. Summary of governance as at 9 March 2023 ........................................................................................................................................ 399
5.2. Composition of the Board of Directors ...................................................................................................................................................... 402
5.3. Governance structure ...............................................................................................................................................................................................412
5.4. Information about corporate officers ........................................................................................................................................................... 416
5.5. Preparation and organisation of the Board of Directors’ work................................................................................................... 436
5.6. Information on agreements that fall within the scope of Article L. 22-10-10
of the French Commercial Code .................................................................................................................................................................... 459
5.7. Statutory Auditors.....................................................................................................................................................................................................460
CHAPTER 6
Compensation of corporate officers ......................................................................................462
6.1. Compensation for the Chairman and Chief Executive Officer in consideration of his position .......................... 464
6.2. Compensation of non-executive corporate officers ............................................................................................................................475
CHAPTER 7
Casino and its shareholders ....................................................................................................... 480
7.1. The market for Casino securities ..................................................................................................................................................................... 482
7.2. Dividend .......................................................................................................................................................................................................................... 485
7.3. Share buyback programme ............................................................................................................................................................................... 486
7.4. Share capital and share ownership ..............................................................................................................................................................490
7.5. Grants of free shares, share purchase options and share subscription options ............................................................ 500
7.6. Financial reporting ................................................................................................................................................................................................... 503
7.7. Shareholders’ Consultative Committee ..................................................................................................................................................... 503
CHAPTER 8
Additional information .................................................................................................................. 504
8.1. General information ...............................................................................................................................................................................................506
8.2. Factors likely to have an impact in the event of a public offer ....................................................................................................513
8.3. Board of Directors’ Internal Rules ....................................................................................................................................................................514
8.4. Person responsible for the Universal Registration Document and annual financial report ................................... 526
8.5. Documents incorporated by reference .......................................................................................................................................................527
8.6. Universal Registration Document – Cross-reference table ............................................................................................................ 528
8.7. Annual financial report – Cross-reference table ................................................................................................................................... 530
8.8. Board of Directors’ management report – Cross-reference table...............................................................................................531
8.9. Board of Directors’ corporate governance report – Cross-reference table ...........................................................................533
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1
CHAPTER 1
Always
a step ahead
Statement ............................................................................................... 3
Interview with the Chairman ................................................... 4
Executive Committee ....................................................................8
Board of Directors .......................................................................... 10
A global leader .................................................................................. 12
Key figures ............................................................................................. 14
Significant events of the year .................................................16
MAKING THE EVERYDAY SPECIAL
Growth ..................................................................................................... 18
Responsibility .................................................................................... 22
Innovation ............................................................................................26
Business model ............................................................................... 30
Our banners ........................................................................................ 32
Performance ....................................................................................... 42
2
ALWAYS A STEP AHEAD
In a world undergoing major change at a constantly
accelerating pace, retail players are the first to
detect new consumer behaviours and patterns. We
have always seen these changes as opportunities
to reinvent ourselves; not to follow the trend, but to
stay one step ahead to prepare for the retail patterns
of tomorrow. Innovating, having a vision and staying
a step ahead have always been in our DNA.
A step ahead to be even more agile and efficient
in our logistics processes, more creative and more
digital, to better serve our customers.
A step ahead in our corporate responsibility, because
innovation is essential and we cannot envision
growth without addressing human resources,
societal and environmental challenges.
Being a step ahead means creating solutions
and services that make our customers' lives
easier, while taking action to make retail more
sustainable.
3
Casino Group – 2022 Universal Registration Document OUR GROUP > INTERVIEW WITH THE CHAIRMAN
Jean-Charles Naouri
Chairman and Chief Executive Officer of Casino Group
4
INTERVIEW
WITH THE CHAIRMAN
“WE OPENED
OVER TWO
CONVENIENCE
STORES PER DAY,
FOR A TOTAL OF
879 STORES IN
FRANCE IN 2022.”
“A UNIQUE MIX
OF CONVENIENCE,
PREMIUM AND
E-COMMERCE”
2022 was a particularly dynamic year for Casino Group.
How would you sum up the year?
In an economic landscape marked by the aftermath of the
pandemic, the war in Ukraine and high inflation, our Group has
demonstrated its resilience and ability to continually adapt to
best meet its customers’ needs. We opened nearly a thousand
convenience stores in France this year, notably increasing
the density of our geographic network with our convenience
banners Le Petit Casino, Vival, Spar and Sherpa.
By capitalising on our digital lead, deploying anti-inflation
offerings, developing omnichannel sales, transforming our
hypermarket offering (for example, with the launch of Casino
#Hyper Frais in France and the development of cash & carry
in Brazil with Assaí) and reinforcing our position as a European
leader in e-commerce, we have also proven our agility and
ability to adapt to turbulent conditions. As a result, we saw
a return to growth in all our stores in the second quarter.
Lastly, true to our values and in line with the goal of European
energy independence, we proudly continued to innovate in
the field of energy savings and recovery thanks to the inroads
made by GreenYellow.
How will the debt reduction plan help the Group to continue
accelerating its growth?
The €4.5 billion non-strategic asset disposal plan will soon be
completed – in fact, we have already sold over €4.1 billion.
Consumer habits are constantly changing. How do you
respond to these changes?
Knowing how to anticipate and stay alert to these changes
to make sure we are attuned to our customers is one of our
greatest strengths. Consumer expectations are now evolving
in three directions, with demand for socially responsible,
high-quality products emerging alongside the need for simple,
rapid service in stores, as well as increased digitalisation
integrated into consumer practices (from finding information
to online purchasing).
We are responding to these new trends without departing
from our convenience offering – which has unparalleled
geographic coverage, especially in Île-de-France – or our
digital offering featuring our Casino Max and Monopflix apps
and subscription solutions. These complementary physical
and digital approaches allow us to personalise the customer
relationship and support a more sustainable food industry and
less carbon-intensive supply chain.
5
Casino Group – 2022 Universal Registration Document OUR GROUP > INTERVIEW WITH THE CHAIRMAN
On that subject, the year 2022 was particularly shaped by
an increased awareness of environmental and social issues.
What are the Group's priorities on these challenges?
Our commitment in this area is long-standing. Casino Group
has been a pioneer in terms of social and environmental issues
for over 20 years. As I underlined just now, the complementary
nature of convenience, premium and digital allows us to
effectively support healthier food and responsible agri-food
distribution channels.
The second goal is the Group’s contribution to the ecological
transition through the reduction of its environmental footprint.
We have been a trailblazer in this area with our subsidiary
GreenYellow, which in 15 years has become a leader in the
strategic field of low-carbon energy. By selling a majority stake
to Ardian in late 2022, we are enabling this unicorn business
to grow even further. In terms of greenhouse gas emissions,
in 2022 we achieved the 38% reduction target* we had set
ourselves for 2030. We are also taking care to eliminate plastic
wherever possible, especially in our private-label product
packaging.
Thirdly, we are committed to workplace equality and diversity.
We are working to achieve gender balance in the Group’s
management bodies. And last but not least, the Group employs
more than 9,000 people with disabilities and we will continue
to work to support their inclusion in our teams.
How are you approaching 2023?
The structural factors that characterised the past year have not
gone away, particularly geopolitical instability and the related
challenges of energy independence and high inflation. To limit
the impact on people’s budgets in France, we introduced as
early as March an anti-inflation price freeze in Casino stores
locking in the price of 500 products below €1 for a period of
three months. 2023 is set to be a challenging year, and we
are approaching it with a fighting spirit and confidence in
our teams’ dedication. We also plan to build on our recent
achievements, complete ongoing transitions and continue to
innovate to create new growth drivers. For example, we will be
fully rolling out Octopia, Cdiscount’s B2B subsidiary, which has
the potential to become a major player in Europe. The rise of
e-commerce, omnichannel sales and home delivery will also
be a priority, for which we can draw on the strength of our
nationwide coverage and complementary offerings. We will
also continue to expand our convenience network in 2023 with
the planned opening of 1,000 Franprix, Monop’ and Naturalia
stores in urban and suburban areas and also Vival, Spar, Le Petit
Casino and Sherpa stores in other regions of France.
Since its creation 125 years ago, Casino Group has established
itself as a key player in food retail by being the first to prioritise
forward-looking formats and by being at the forefront of
technological innovations, particularly the emergence of
e-commerce and artificial intelligence. Building on its strong
history, our Group has the strategic assets and the human and
operational excellence to meet the challenges of the coming
year, while remaining true to the values that have always been
its foundation.
* Scopes 1 and 2 versus 2015.
6
“FOR OVER 20 YEARS,
WE HAVE BEEN
A PIONEER IN SOCIAL
AND ENVIRONMENTAL
ISSUES.”
Jean-Charles Naouri
Chairman and Chief Executive
Officer of Casino Group
125 YEARS,
A FEW KEY DATES
1901
First private label
In 1901, to meet its customers’ needs with
ever-greater precision, Casino Group was the
first retailer to create a private label by launching
Casino-branded products, a brand which has
come to represent quality, trust and the defence
of purchasing power.
1996-97
Casino acquires Prisunic, Franprix
and Leader Price
By focusing early on forward-looking formats such as
convenience and premium, the Group extended its
sphere of influence and covered a broad spectrum of
consumer habits. The year 1996 saw in particular the
acquisition of Prisunic and a stake in Monoprix, of
which the Group became the sole owner in 2013.
1998
Acquisition of GPA in Brazil and
Grupo Éxito in Colombia
The year 1998 marked a major milestone in the
Group’s international expansion with the signing of
key partnerships in Latin America to acquire GPA in
Brazil and Grupo Éxito in Colombia.
2000
Acquisition of Cdiscount
Casino Group invested in e-commerce while it
was still in its early stages, with the acquisition of
Cdiscount. Originally dedicated solely to cultural
goods, the online shopping site now offers more
than 80 million items and has become the French
e-commerce champion.
Since 2018
Accelerating innovation with
the Ocado partnership and the
creation of the AI & Machine
Learning Chair at École Normale
Supérieure
Through its pioneering e-commerce strategy and its
investment in the development of AI, Casino Group
is at the forefront of technological innovation in
retail.
2020
Casino Group recognised
worldwide for its CSR
commitments
A pioneer in social and environmental issues for over
20 years, the Group and its employees demonstrate
a day-in, day-out commitment that was singled out
in 2020, when the Group was ranked 40th on the Wall
Street Journal’s list of most sustainably managed
companies.
2023
The Group celebrates
its 125th anniversary
On the eve of its 125th anniversary, Casino Group
is pursuing its goal of promoting responsible
consumption and offering practical solutions to the
major challenges of our time by helping everyone,
everywhere in the world, to consume better.
7
Casino Group – 2022 Universal Registration Document OUR GROUP > EXECUTIVE COMMITTEE
INVESTED AND RESPONSIBLE
GOVERNANCE
JEAN-CHARLES
NAOURI
GUILLAUME
APPÉRÉ
MAGALI
DAUBINET-SALEN
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
GENERAL SECRETARY AND
EXECUTIVE COMMITTEE
SECRETARY
CHIEF OPERATING
OFFICER OF DISTRIBUTION
CASINO FRANCE
HERVÉ DAUDIN
MERCHANDISE
DIRECTOR AND
CHAIRMAN OF ACHATS
MARCHANDISES CASINO
VINCENT DOUMERC
MARIE EVEN
CHIEF EXECUTIVE OFFICER
OF FRANPRIX
CHIEF OPERATING
OFFICER OF CDISCOUNT
CARLOS MARIO
GIRALDO MORENO
EMMANUEL
GRENIER
CHIEF EXECUTIVE OFFICER
OF GRUPO ÉXITO
EXECUTIVE DIRECTOR,
E-COMMERCE
8
Casino Group Executive Committee
at the date of publication
RAPHAËLE HAUZY
NICOLAS JOLY
JULIEN LAGUBEAU
DAVID LUBEK
DIRECTOR OF HUMAN
RESOURCES FRANCE
M&A PROJECTS DIRECTOR
AND CHAIRMAN OF
CASINO IMMOBILIER*
CHIEF OPERATING
OFFICER
CHIEF FINANCIAL OFFICER
MATTHIEU RICHÉ
TINA SCHULER
GUILLAUME
SÉNÉCLAUZE
STÉPHANIE
ZOLESIO
DIRECTOR OF CSR
AND ENGAGEMENT
CHIEF EXECUTIVE
OFFICER OF CASINO
SUPERMARCHÉS,
GÉANT CASINO AND
CASINO CONVENIENCE
CHAIRMAN OF MONOPRIX
AND CHAIRMAN OF
NATURALIA
CHIEF EXECUTIVE OFFICER
OF CASINO IMMOBILIER
* Until 21 April 2023.
9
Casino Group – 2022 Universal Registration Document OUR GROUP > BOARD OF DIRECTORS
A BALANCED
AND COMMITTED
BOARD OF DIRECTORS
JEAN-CHARLES NAOURI
BÉATRICE DUMURGIER
THOMAS PIQUEMAL
Chairman and Chief Executive
Officer.
NATHALIE ANDRIEUX
Director of various companies.
Independent Director.
MAUD BAILLY
Chief Executive Officer of Sofitel,
Sofitel Legend, MGallery and
Emblems (Accor group).
Independent Director.
THIERRY BILLOT
Lead Independent Director
of the Bel group.
Lead Independent Director.
JOSSELINE DE CLAUSADE
Representative of Carpinienne de
Participations(1).
Adviser to the Chairman of Casino.
Deputy Chief Executive Officer of
Believe.
Independent Director.
Representative of Fimalac(1). Deputy
Chief Executive Officer of Fimalac.
CHRISTIANE
FÉRAL-SCHUHL(1)
Lawyer/Partner.
Independent Director.
FRANCK HATTAB
Representative of Foncière Euris(1).
Chief Operating Officer of Euris
and Chairman and Chief Executive
Officer of Foncière Euris.
DIDIER LÉVÊQUE
Representative of Finatis. Chairman
and Chief Executive Officer
of Finatis.
ODILE MURACCIOLE
Representative of Euris(1). Legal
Counsel on employment matters
at Casino Services.
ALEXIS RAVALAIS
Representative of Matignon Diderot.
Chief Executive Officer of Rallye.
DAVID DE ROTHSCHILD(2)
Chairman of the Supervisory Board
of Rothschild & Co.
FRÉDÉRIC SAINT-GEOURS(1)
Former Chairman of the Supervisory
Board of SNCF.
Company Director.
KAREEN CEINTRE
Secretary of the Board of Directors.
(1) Re-election subject to shareholder approval at the Annual General Meeting of 10 May 2023.
(2) Term expiring at the end of the Annual General Meeting of 10 May 2023.
10
DIRECTORS
14
INDEPENDENT
DIRECTORS
36%
WOMEN
43%
COMMITTEES CHAIRED
BY A WOMAN
2
Robust corporate
governance
The Board of Directors stands out
for the diversity of its members’
backgrounds, skills and experience,
which are aligned with the Group’s
businesses and growth strategy. The
membership is also gender balanced
and comprises a number of highly
engaged independent directors,
including the Lead Director (who
also chairs the Audit Committee
and sits on the Governance and
Social Responsibility Committee).
He acts as guarantor of the sound
governance and independence
of the Board. Casino Group is
committed to complying with
the recommendations of the
Afep-Medef Code.
Regular presentations were made
to the Board covering business
developments and all of the
measures deployed by Group Senior
Management and the banners to
support stakeholders. The Board
continued to deploy the strategic
priorities set out in the debt
reduction and asset disposal plan,
in line with the objective of creating
value and developing sustainable
growth.
A commitment to social
responsibility
The Board of Directors sets the
Company’s business strategy and
oversees its implementation, in line
with its corporate interests, taking
into consideration the social and
environmental challenges of its
business.
The Audit Committee assists the
Board of Directors in defining and
monitoring the execution of its
strategic orientations. In line with
the Group’s sustainable growth
strategy, the Governance and
Social Responsibility Committee
assists the Board by examining the
Group’s ethics, environmental, social
and governance commitments
and policies, as well as their
implementation. The Board also
specifically tasked the Committee
with protecting Casino’s corporate
interests and managing potential
conflicts of interest in connection
with the safeguard proceedings
initiated at the level of the Group’s
parent companies.
Three specialised
committees chaired by
independent members
• Audit Committee
• Appointments and Compensation
Committee
• Governance and Social
Responsibility Committee
BOARD
MEETINGS
13
ATTENDANCE
AT BOARD
MEETINGS
94%
SPECIALISED
COMMITTEE
MEETINGS
24
ATTENDANCE
AT COMMITTEE
MEETINGS
91.2%
11
Casino Group – 2022 Universal Registration Document OUR GROUP > A GLOBAL LEADER
BRAZIL
Assaí
Pão de Açúcar
Minuto Pão de Açúcar
Mercado Extra
Mini Extra
Compre Bem
COLOMBIA
URUGUAY
Éxito
Carulla
Surtimax
Super Inter
Surtimayorista
Viva
Disco
Devoto
Géant
ARGENTINA
Libertad
A GLOBAL
LEADER
IN RETAIL
With historic roots in France and
Latin America, Casino Group
continues to expand its banners'
international footprint, with 389 franchised
stores worldwide. At the same time, it is
rolling out private-label brands in new
markets.
12
FRANCE
Géant Casino
Casino #Hyper Frais
Casino Supermarchés
Le Petit Casino
Vival
Spar
Sherpa
Monoprix
Naturalia
Franprix
Cdiscount
La Nouvelle Cave
CAMEROON
Bao
ARGENTINA
Libertad
FRANCHISED STORES
EUROPE: Belgium, Italy, Luxembourg, Switzerland. OVERSEAS FRENCH TERRITORIES: French Guiana,
Guadeloupe, Martinique, New Caledonia, Reunion, Saint-Martin. AFRICA: Burkina Faso, Cameroon,
Côte d’Ivoire, Djibouti, Egypt, Gabon, Guinea, Libya, Niger, Republic of Congo, Senegal, Togo, Tunisia.
MIDDLE EAST: United Arab Emirates, Kuwait, Qatar. INDIAN OCEAN: Madagascar.
SUPPLY FLOWS
EUROPE: Andorra, Cyprus, Czech Republic, Georgia, Netherlands, Portugal, Romania, Switzerland.
AMERICAS: Canada, Dominica, Haiti, Saint Lucia, United States, Venezuela. INDIAN OCEAN: Madagascar,
Mauritius, Saint Vincent and the Grenadines, Seychelles. AFRICA: Algeria, Benin, Burundi, Central African
Republic, Chad, Democratic Republic of the Congo, Equatorial Guinea, Ghana, Mali, Mauritania, Morocco,
Mozambique, Rwanda, São Tomé and Principe. MIDDLE EAST: Bahrain, Lebanon. ASIA: Azerbaijan,
Cambodia, China, Georgia, Hong Kong, Japan, Kazakhstan, Malaysia, Philippines, Singapore, Thailand,
Vietnam. OCEANIA: Australia.
13
Casino Group – 2022 Universal Registration Document OUR GROUP > KEY FIGURES
KEY FINANCIAL FIGURES
CONSOLIDATED
NET SALES
€33.6BN
EBITDA
€2.5BN
TRADING
PROFIT
€1.1BN
AT 31 DECEMBER 2022
BREAKDOWN OF
CONSOLIDATED NET SALES
42%
France
banners
BREAKDOWN OF NET SALES
IN FRANCE
53%
Latin America
banners
5%
E-commerce
(Cdiscount)
19%
Convenience
(Franprix,
Vival, etc.)
10%
E-commerce
(Cdiscount)
2%
Other
20%
Hypermarkets
49%
Supermarkets
(Monoprix, Casino
Supermarchés)
STOCK MARKET VALUE OF LISTED COMPANIES
Listed company
GPA (Brazil)
Assaí (Brazil)
Cnova (France)
TOTAL
(1) At 31 December 2022.
14
Share price
at 31 Dec. 2022
Market
capitalisation
(100%, in € millions)
% direct
interest(1)
Casino’s share
(€ millions)
BRL 16.52
BRL 19.47
EUR 3.09
790
4,653
1,067
40.9%
30.5%
64.8%
324
1,419
692
2,435
AND KEY NON-FINANCIAL FIGURES
AT 31 DECEMBER 2022
PROPORTION OF
WOMEN MANAGERS
40.4%
41.0%
41.1%
45%
2020
2021
2022
2025 objective
CHANGE IN GROUP CARBON
EMISSIONS(1)
1,640
1,481
1,309
1,025
2015
2020
2021
2022
(1) Scope 1 and 2 greenhouse gas emissions in France in thousand
tonnes of CO2 equivalent.
EMPLOYEES
208,000
PERMANENT
EMPLOYEES
95%
EMPLOYEES
WITH A
DISABILITY
9,133
STORES
12,389
MEALS
DONATED TO
FOOD BANKS
61.5M
CARBON
FOOTPRINT(2)
SINCE 2015
-38%
(2) Scopes 1 and 2.
15
Casino Group – 2022 Universal Registration Document OUR GROUP > SIGNIFICANT EVENTS
SIGNIFICANT
EVENTS OF THE YEAR
GPA and Grupo Éxito recognised for their
environmental and social commitments
GPA, a subsidiary of Casino Group in Brazil, and
Grupo Éxito in Colombia have once again been
recognised by the Merco Responsabilidad ESG
2022 ranking and Standard & Poor’s Sustainability
Yearbook for their commitment to a more
responsible, sustainable and social consumption
model. This commitment is demonstrated
throughout the Group, up to the highest level.
Conversion of Extra hypermarkets
to the cash & carry format in Brazil
In a fundamental strategic shift in Brazil,
47 hypermarkets were converted into cash & carry
stores under the Assaí banner. After the success
of the spin-off in 2021, Assaí, which currently has
263 stores, is stepping up its development in
a promising format that is particularly popular
among Brazilians.
Le Club Leader Price
ventures into the metaverse
Through Le Club Leader Price, Casino Group is
pursuing its Web3 ambitions and investing in the
metaverse by acquiring plots of virtual land on
The SandBox. A real innovation lab for the Group,
Le Club Leader Price offers its customers an
online gaming experience where they can win
vouchers and in-store promotions.
GÉANT CASINO
BECOMES
CASINO #HYPER FRAIS
51 Géant Casino stores
have been renamed
Casino #Hyper
Frais. The hypermarkets’
transformation reflects a
commitment to offering more
fresh products, whose share
has risen from 35% to 50%
of the products offered in the
stores. The range of regional
products has also been
expanded to suit the area in
which each store is located
and to meet consumers’
expectations. However,
the fundamentals of the
banner remain unchanged:
affordable prices and a varied,
high-quality offering.
16
CASINO GROUP
SELLS A MAJORITY
STAKE IN GREENYELLOW
Launched by the Group 15 years
ago, GreenYellow is a real success
story, having grown to become
an expert in photovoltaic power
production and energy efficiency
projects. Sold for an enterprise value
of €1.4 billion, it now belongs to
Ardian, a French investment fund.
This sale will allow GreenYellow to
step up its development in new
markets.
Supporting purchasing
power in France
To support French households’ purchasing power
in the face of inflation and rising prices, the Casino
Group's banners have introduced numerous
anti-inflation initiatives, including the development
of Leader Price corners with products starting at
€0.50 at Casino and Franprix, an immediate 10%
discount with the Monopflix subscription, 30%
off anti-waste discounts at Franprix and partial
reimbursement of fuel purchases in vouchers to
be redeemed in Casino stores. Already taking
action through their "Purchasing Power Pack",
the Casino banners have stepped up their efforts
to safeguard purchasing power in France by
freezing the price of 500 "essential" Casino and
Leader Price products at under €1, starting
15 March for a period of three months.
Monoprix opens a store
dedicated to household goods
and home décor
After 90 years of creating products that
serve the everyday life of city dwellers,
Monoprix has opened a store exclusively
dedicated to household goods and
home décor, called “Monoprix Maison”.
This new banner offers home
essentials, everyday items and home
décor products reflecting the latest
style trends. “Monoprix Maison” is
already making its mark as a leading
brand in the sphere of home goods.
Key partnerships to drive
development in e-commerce
The Group is expanding its partnerships
with various food e-commerce players,
in particular though the extension
of the agreement with Ocado, a new
partnership with Just Eat, extension of
the partnership with Gorillas to include
the Frichti platform and establishment
of a partnership between GPA and
Magalu in Brazil. The signing of these
agreements illustrates the Group's
ambition to further develop its
omnichannel strategy.
17
Casino Group – 2022 Universal Registration Document MAKING THE EVERYDAY SPECIAL > GROWTH
�We decided
to join forces
and open several
stores.�
18
"AT FRANPRIX, WE
MEET GREAT PEOPLE –
CUSTOMERS, OF COURSE,
BUT OTHER FRANCHISEES
AS WELL.”
Nicolas, 45
and Emmanuel, 44
NICOLAS
I worked in several jobs before opening my first store,
but I felt limited because I had few qualifications.
That’s why I approached several franchises and when
I met with Franprix the decision was made. It's a
people-focused, agile company and I liked that! We
are given a lot of freedom to run our business while
being supported and advised on a daily basis. There is
a lot of flexibility. Plus, we get to meet other Franprix
franchisees! That's how I met Emmanuel, and together
we have opened other shops in the Paris region.
The adventure just gets better and better!
EMMANUEL
I grew up with Franprix! That's because I spent my
childhood in the Franprix my father opened in 1980,
where I used to work with him after school. He even
took me to the central purchasing unit. After my
studies, I explored other sectors but soon came back to
work in the store with my father. He knows everyone
in the neighbourhood, and so do I! Community spirit
is one of the strengths of this network. You have to be
a people person, that's essential. I have now opened
several shops with Nicolas and my key responsibility
is managing the teams. I can count on Franprix's highly
effective management tools to help with this. We also
receive support to help us identify consumer trends
and take care of our customers every day!
19
Casino Group – 2022 Universal Registration Document MAKING THE EVERYDAY SPECIAL > GROWTH
INVENTING
NEW CONVENIENCE CONCEPTS
SURGE IN NEW STORE
OPENINGS
Over 2
stores opened per day
17 stores opened per week
73 stores opened per month
A total of 879 Group
convenience stores opened
in 2022
its
T he events of 2020 and 2021 profoundly changed
consumer habits and accelerated the spread of
strong trends, including the use of home delivery,
awareness of the societal and environmental
impact of purchasing behaviours, and the
booming popularity of convenience stores. A leader in this
format, Casino Group has made convenience a major part
of its strategy since it was founded 125 years ago.
With
in urban,
impressive geographic coverage
suburban and rural areas, and its vast portfolio of banners
with strong identities, the Group’s convenience formats
contribute to the transformation and vibrancy of regions
while meeting emerging consumer expectations, both
in major urban hubs and in small towns. Nearly 1,000
convenience stores were opened in 2022 by Casino Group’s
banners, a sustained rate of expansion that will continue
in the years to come by combining digital performance,
logistical efficiency and proximity to consumers.
Similarly, the development of the Cdiscount marketplace
and the rollout of Octopia’s solutions for other retailers are
successes on which the Group can build to continue to
shape the future of retail.
Local, responsible stores
Complementary to online sales, convenience stores are
powerful vectors of social cohesion that tend to become
places in the community for people to socialise and
interact, particularly in rural areas. Attractive, welcoming
spaces that open early in the morning until late in the
evening, Casino Group’s stores and banners offer a wide
range of quality products and services to improve the
customer experience. These include home delivery thanks
to the Group’s various partnerships, a fast food offering, and
a broad choice of everyday products and services such as
key exchange solutions and drop off or collection of Vinted
parcels at Franprix. Committed to supporting rural and
small town revitalisation, since 2021 Casino banners have
been developing "Cultures & Vie” (“life & culture”) spaces
in their rural convenience stores, giving customers free
access to online cultural collections and installing self-
service bookshelves.
Rooted in their regions, the Group’s banners help promote
more responsible consumption among its customers by
supporting and developing long-term partnerships with
local producers. These short supply chains, which both
limit transport distances and promote regional savoir-
faire, contribute to local economic development while
protecting the planet.
20
4 QUESTIONS FOR
Vincent Doumerc,
Chief Executive Officer of Franprix
The year 2022 was
particularly positive for
the Franprix banner.
How do you see the results?
We have regained strong
momentum in our stores,
in particular thanks to the return
of tourists to Île-de-France. We
have also become leaders in quick
commerce in Paris, offering home
grocery delivery in 30 to 45 minutes.
Last but not least, 2022 was shaped
by unprecedented expansion, with
almost 180 new stores opened
during the year, increasing the total
from 920 points of sale to 1,098
by the end of 2022.
Will this growth momentum
continue in the coming years?
Our goal is to double our network
of franchisees by 2026, which
corresponds to opening one store
every two days over the next four
years, primarily in Île-de-France,
Lyon and Marseille. This fast-paced
expansion, driven both by a new
generation of franchisees and by our
long-standing franchise partners,
confirms the attractiveness and
robustness of the Franprix model.
This accelerated growth will also
allow us to create 800 jobs in the
neighbourhoods where these stores
will be located.
How do you explain the success
of Franprix?
The recent energy, public health
and inflationary crises have
demonstrated just how robust the
Franprix model is, given its ability
to seamlessly meet the needs of its
customers, whatever the situation.
In addition to our Franprix brand,
which is synonymous with quality
and affordability, we offer our
customers a wide range of Leader
Price products, low-price promotions
Decathlon through corners at 70
of our stores, and Vinted Go and
Amazon Locker to collect goods.
Lastly, for several years now, we have
made reducing energy consumption
a strategic pillar for our stores by
taking practical initiatives like
introducing LED lighting and closed
refrigerated units, which have
enabled us to reduce our electricity
consumption by more than 18%.
How are you approaching 2023?
2023 will be a year of expansion, bold
moves and responsible decisions.
Franprix is a dynamic banner with
agile, responsive and highly efficient
teams. By doubling our network
of stores, we will help more and
more consumers preserve their
purchasing power by doing their
shopping more regularly and closer
to home.
As pioneers in waterway transport,
we deliver more than 800 tonnes of
food products daily to supply around
300 stores via the Seine river. Thanks
to our barges, we have avoided using
the equivalent of 36,000 trucks,
which would have travelled more
than 4 million kilometres in ten
years. We are still the only
retailer to have adopted
this delivery method.
in all our stores and even anti-waste
baskets with our partner Phenix.
As a responsible retailer, we are
developing anti-waste discount
corners in certain Franprix stores
to combat food waste with products
at 30% off to be consumed within
three days.
Our concept perfectly meets
the expectations of city-dwellers
today looking for convenience and
innovative services that make their
daily lives easier. To do so, we have
joined forces with new brands such
as Monoprix Maison, offering kitchen
utensils or stationery for example,
“OUR CONCEPT PERFECTLY
MEETS THE EXPECTATIONS
OF CITY-DWELLERS TODAY
LOOKING FOR CONVENIENCE
AND INNOVATIVE SERVICES
THAT MAKE THEIR DAILY
LIVES EASIER.”
21
Casino Group – 2022 Universal Registration Document MAKING THE EVERYDAY SPECIAL > RESPONSIBILITY
�The store
near our home
helps us
choose our fruit
and vegetables.�
22
"LOCAL AND SEASONAL,
IT'S ALL GOOD!"
Alice, 24
and Noam, 25
Among the rules we have set for our daily life,
we have made a point of prioritising the quality
of what we eat: no tinned food, no junk food and
taking turns to cook healthy meals! So we buy
fresh and in season ingredients whenever possible.
The store near our home helps us choose our
fruit and vegetables by displaying a seasonality
chart. We even discover vegetables in season that
we would not have thought of cooking. By eating
seasonal fruit and veg harvested close to home,
we avoid transport, reduce the carbon footprint
of our purchases and save money. At our level,
every effort is important.
23
Casino Group – 2022 Universal Registration Document MAKING THE EVERYDAY SPECIAL > RESPONSIBILITY
PROMOTING
“BETTER CONSUMPTION”
COMMITMENTS
-38%*
The targeted reduction
in greenhouse gas emissions
between 2015 and 2030 has
already been achieved
100%
of private-label product
packaging to be reusable,
recyclable or compostable
by 2025
More than 70
controversial substances to be
removed from private-label
products by the end of 2022
* Scopes 1 and 2.
in each of
Better consumption, better eating and better
production are the three priority challenges
Casino Group has been working on for over 25
years. Through its CSR commitment, which is
supported at the highest level of the company
and deployed
its banners, Casino Group
aims to promote the development of more responsible
consumption patterns and to provide concrete solutions
to major environmental, human resources and societal
challenges. With its customers’ health always in mind,
the Group looks carefully at the quality and supply of its
products so it can offer them healthy, sustainable food.
For example, this commitment is reflected in a wide
selection of organic products, an extensive range of plant-
based protein products and a Nutri-Score label currently
displayed on all Casino brand products.
Rethinking existing models
Rethinking consumption involves a radical transformation
of existing models. Thanks to a culture of innovation and
change that is deeply rooted in its teams, Casino Group has
always been a forerunner in this area. As the first retailer to
stop selling eggs that come from caged hens, Casino Group
created an animal welfare label with leading NGOs such
as La Fondation Droit Animal, Éthique et Sciences (LFDA),
Compassion in World Farming France (CIWF France) and
Œuvre d’Assistance aux Bêtes d’Abattoirs (OABA). This
labelling is now used by many players in the sector, and
the Group is continually working with its stakeholders to
develop the most relevant solutions.
The Group takes action on a daily basis to reduce the
impact of its operations on the environment by optimising
the energy efficiency of its stores, limiting refrigerant
leaks, reducing food waste, using better delivery methods,
cutting down on plastic packaging, and promoting plant-
based proteins, packaging-free goods, organic products
and seasonal fruit and vegetables.
Committed to furthering social progress, Casino Group
actively promotes diversity by supporting the employ-
ment of young people and people with disabilities, with
a Group-wide objective (France and Latin America) for
employees with disabilities to make up 4.5% of the work-
force by 2025. The Group also works every day to promote
gender equality in the workplace.
These commitments make a key contribution to the
Group’s operational excellence and performance.
24
4 QUESTIONS FOR
Melek Figuet,
CSR and Communications Director
for the Casino Banners
What is the seasonality
chart displayed in Casino
stores?
We designed the seasonality chart to
encourage our customers to opt for
seasonal products by providing them
with clear and simple information
through an educational display.
The roll-out of this unprecedented
initiative in all Casino stores aims
to guide them towards healthier
consumption that respects the
rhythm of the seasons. With this
chart, Casino is making a concrete
commitment to the climate and to
great taste.
How have customers responded
to it?
We carried out an internal survey of
our loyalty card holders six months
after the launch of the chart to
measure its success. Some 80%
of them said that they thought it
was an "interesting and proactive
initiative". Moreover, 60% of those
surveyed said they wanted Casino
Group to help them consume
more responsibly, indicating strong
societal expectations concerning
these issues, accentuated since the
Covid-19 crisis.
In concrete terms, how are Casino
Group's banners working to
protect the planet?
For over two years, we have
structured our CSR commitments
around our CAP (Casino Acting
for the Planet) programme, which
includes ten commitments in favour
of the Climate, Good Eating and
Solidarity. Seeing how we’re currently
doing, providing clear and precise
information, reminding people of
our objectives and explaining our
banners’ commitments are all part
of both our drive and our duty to
inform and support our customers.
This approach is intended to be as
concrete and practical as possible,
which is why each of our priorities
is represented by a well-known
ambassador. For example, our
commitment to the climate was
reflected in our "true taste of each
season" partnership with Chef
Mauro Colagreco in 2022. Together,
we have developed an educational
programme aimed at raising public
awareness regarding seasonal
produce, thereby helping to promote
local and regional production.
In October 2022, the Casino
banners were awarded the
"Responsible Banner" label by Le
Collectif Génération Responsable.
This distinction recognises our
commitment and the work of all our
employees.
Is it possible to eat better without
spending more?
Yes, it is absolutely possible! As
a retailer, our role is to help our
customers consume better by
giving them access in our stores
to healthier products that are
better for them, for the planet,
and for their budget. Our Casino
brand is on average 24% cheaper
than the national brand, and 60%
of its products have a Nutri-Score
of A, B or C. With the Casino Max
subscription, customers also
benefit from a 15% discount on all
products in all the fresh produce
and market sections of our
hypermarkets, every day of
the week and without limit.
“OUR PRIORITY IS TO
INFORM AND SUPPORT
OUR CUSTOMERS
TO PROMOTE MORE
RESPONSIBLE
CONSUMPTION.”
25
Casino Group – 2022 Universal Registration Document MAKING THE EVERYDAY SPECIAL > INNOVATION
�I can also order
online from
home or the office,
in just a few clicks.�
26
"MONOPFLIX?
MY FAVOURITE
SUBSCRIPTION."
Sofia, 35
These days, we all have subscriptions! But the
one I use the most is with Monoprix. In fact, it's
more than a subscription, it's the key to making
my life easier. For €9.15 per month, I get a 10%
discount on all my purchases at checkout and
free delivery of my groceries, in the time slot
of my choosing. And when I don't have time to
go to the store, I can order online at Monoprix
Plus from home or the office, in just a few clicks.
It’s practical, simple and efficient!
27
Casino Group – 2022 Universal Registration Document MAKING THE EVERYDAY SPECIAL > INNOVATION
SHAPING
THE FUTURE OF RETAIL
leveraging
innovation to better serve
For 125 years, Casino Group has been committed
to
its
customers. This approach has gained further
innovations that
momentum with exclusive
are now also impacting traditional businesses,
particularly in retail. This presents an excellent opportunity
for our convenience, premium and e-commerce banners,
forward-looking formats that are at the heart of the sector’s
transformation.
New leadership
Innovation is primarily focused on uses that offer practical
benefits for customers. To this end, the Group has rolled
out a wide variety of e-commerce solutions, ranging from
home delivery to "quick commerce", meaning delivery
within a very short time frame. Monoprix and Franprix have
signed exclusive agreements with Gorillas, which acquired
Frichti before being bought by Getir.
The digital expertise developed within the Group in recent
years enables it to offer a wide range of innovative, diverse
and effective services designed to simplify the customer
experience. Examples include the Casino Max and Monopflix
subscriptions that reward customer loyalty while allowing
them to save money and enjoy digitalised customer
shopping pathways that offer a fluid and personalised
shopping experience. The Group is also capitalising on new
sales channels such as WhatsApp with Le Club Leader Price,
voice commerce in testing with Monoprix Plus and the
Web3 gaming experience with Le Club Leader Price.
Data, managed by RelevanC,
is another particularly
dyna mic area of innovation in which Casino Group has
always been a pioneer. Artificial intelligence is also a
promising field.
Casino Group is developing AI tools to provide its customers
with the best possible experience on its digital platforms,
staying one step ahead of their needs and offering them
a tailored selection of products. To this end, Casino Group
and France’s prestigious École Normale Supérieure have
created a sponsorship chair dedicated to algorithms and
machine learning.
For the Group, digital transformation also means developing
high value-added related activities, particularly in B2B.
With Octopia and the Cdiscount Ads Retail Solution tools,
the Group can now offer Cdiscount’s expertise to retailers
in France and internationally. This means providing services
for data management and developing and operating
marketplaces. Similarly, the partnership with Ocado has
enabled the Group to market a novel e-commerce solution
for groceries. Operated by Monoprix Plus and Casino Plus,
it positions Casino Group as a leader in this sector in the
cities where it operates, offering an unparalleled customer
experience.
28
2022
KEY FIGURES
370,000
total subscribers
to Casino banners,
Monoprix and
Naturalia
66%
growth in Octopia’s
B2B revenues
4 QUESTIONS FOR
Valérie Maucotel,
Marketing Director at Monoprix
You launched the
Monopflix subscription in
2021. What advantages
does it offer your customers?
The first advantage of Monopflix is
simple: by subscribing for €9.15 per
month for six months or €8.33 per
month for one year, our customers
systematically receive a 10%
discount on all their food, hygiene
and cleaning product purchases.
On average, this represents savings
of almost €40 per month, a valuable
gain in the current inflationary
environment. In addition, the
subscription plan is omnichannel,
working both in-store and online.
A year and a half later, how would
you describe the launch?
It’s a real success! We already have
over 65,000 Monopflix subscribers
and we are aiming to increase
subscription renewals to 75,000.
Subscribers make purchases twice
as often as our other customers, with
higher purchase amounts. Now that
we’ve won over our most regular
customers, our next challenge is
to develop subscriptions among
shoppers with a more distant
relationship with the banner.
How important is the omnichannel
approach in Monoprix’s strategy?
It’s one of the pillars of our strategy.
By 2025, we aim to double our
omnichannel sales. In practical
terms, in addition to in-store sales,
we plan to develop our various
home delivery formats, in particular
delivering goods from our stores
on foot or by bicycle, to keep
the environmental impact to a
minimum. Thanks to Monoprix Plus
and Ocado’s technology, we are able
to make next-day home deliveries on
larger orders of over 40 items within
a one-hour time slot with an error
rate of less than 1%, the lowest
on the market. We also offer
two-hour delivery with Amazon and
in minutes through our partnership
with Gorillas and Frichti. Lastly, our
products are also available on the
UberEats and Deliveroo platforms.
In a highly competitive e-commerce
market undergoing consolidation,
the key is to work with the best
partners in each segment.
What are Monoprix’s goals
for 2023?
This year, we want to develop small
formats such as Monop’, which
meet customers’ expectations of
practicality and which are the most
buoyant format. Our goal is to open
100 new stores in 2023, mainly
through franchising.
We also plan to strengthen our
fundamentals in terms of the
in-store customer experience.
Our aim is to offer our customers
a fresh city shopping
experience every day in
our stores.
“MONOPFLIX,
AN OMNICHANNEL
SUBSCRIPTION
THAT WORKS
BOTH ONLINE
AND IN STORE.”
29
Casino Group – 2022 Universal Registration Document OUR GROUP > BUSINESS MODEL
A multi-format,
multi-banner and
multi-channel model
OUR STRENGTHS
Banners with strong, differentiated
identities, positioned on the market’s
most buoyant formats
Geographic coverage centred on
growing markets
A culture of innovation, digital
technology and partnerships
A strong position in food and
non-food e-commerce
Development of new growth
drivers
A selection of products and services
adapted to the needs of each customer
STORES
12,389 stores in France and Latin America
Premium
Convenience
A superior offering,
many innovative services
and a high-quality
shopping experience
An offering of everyday
basics to meet the
expectations of consumers
in search of quality,
authenticity and service
Hypermarkets/
cash & carry
A wide range of quality
products at affordable
prices, with an
emphasis on fresh food
Banners:
Banners:
Banners:
• France: Monoprix,
Naturalia (format
dedicated to organic
products), Casino
Supermarchés
• Latin America: Pão
de Açúcar, Carulla, etc.
Monoprix and Casino
Supermarchés:
55% of sales
in France
• France: Franprix, Le Petit
Casino, Vival, Spar, etc.
• France: Géant Casino/
Casino #Hyper Frais
• Latin America: Carulla
Express, Minuto Pão de
Açúcar, etc.
• Latin America:
Assaí, Extra, Éxito,
Surtimayorista, etc.
No. 1 network of
convenience stores in
France, of which 87%
operated as franchises
Cash & carry:
75% of sales
in Brazil
Increasingly DIGITALISED
access to our offering through
• applications (e.g., Casino Max)
• the banners’ merchant websites (e.g., www.monoprix.fr) and partners’ websites
OUR 2022 KEY FIGURES
(e.g., Amazon Prime Now)
€33.6bn
in net sales
• in-store services: shop & go, click & collect, drive pick-up solutions,
Cdiscount corners, shop-in-shops for specialised brands, etc.
• next-day, express and quick commerce home delivery
More than
120 years
of history
No. 2
in e-commerce
in France
No. 2
retailer
in Brazil
No. 1
retailer
in Colombia
208,254
employees
No. 1
in convenience stores
in France
Rated
74/100
by Moody’s ESG (vs.
56/100 in 2016)
Breakdown of
consolidated net sales
53%
Latam
47%
France &
e-commerce
30
NON-FOOD E-COMMERCE
No. 2 in e-commerce in France
€3.5 billion in gross merchandise volume (GMV)
MONETISATION OF ASSETS
New businesses
Data & data centres: Data business with RelevanC, providing brands and retailers
with customer acquisition and retention solutions, based on targeting strategies
and impact measurement; data centre business with ScaleMax.
Commercial real estate: development and management of shopping centres
(IGC in France and Viva Malls in Colombia).
Operational excellence
and improving our CSR performance
are central to our business
... to create and share value
with our stakeholders
SUPPLIES
Select quality products at the right price:
• Buy at the right price, thanks largely to the
development of international purchasing hubs with
other retailers
• Guarantee the safety and food quality of products
• Develop responsible purchasing and sustainable
partnerships with producers
• Monitor and improve the supply chain
LOGISTICS
Optimise the economic cost and environmental impact
of transport and storage:
• Optimise transport and storage through automation,
robotisation, pooling of warehouses and partnerships
with last-mile delivery experts
• Reduce the environmental footprint of the supply
chain by using alternative modes of transport
SALES AND CUSTOMER EXPERIENCE
Guarantee a range of products and services adapted
to consumer requirements:
• Offer a wide choice of quality products, drawing
on strong private-label brands
• Anticipate new consumer habits
• Promote healthier, more sustainable consumption
patterns by developing organic and responsible sectors
• Offer a more seamless, enhanced buying experience
by developing innovative concepts
• Digitalise and enrich the customer experience with
an omni-channel model and personalised digital services
• Create more delivery options for customers
(clean delivery, especially on foot)
HUMAN RESOURCES, SOCIETAL
AND ENVIRONMENTAL IMPACT
D
E
T
A
R
E
N
E
G
E
U
N
E
V
E
R
D
E
T
U
B
I
R
T
S
I
D
E
U
N
E
V
E
R
CUSTOMERS AND PARTNERS
€33.6bn in net sales across our
banners
€394m in revenue from other
activities (property, energy, etc.)
€61m in income on financial
investments
SUPPLIERS
€28bn in purchases of
goods and services
EMPLOYEES
€3.6bn in gross wages, payroll
taxes and benefits paid
Offer more responsible products
• Nearly 2,600 private-label organic products
• 100% of Casino and Franprix products display
the Nutri-Score
• Nearly 70 controversial substances removed
from private-label products by the end of 2022
• Roll-out of a responsible product
range: plant-based proteins, packaging-free
goods, local products, products that respect
animal welfare, etc.
Improve the supply chain
• 87% of plants manufacturing private-label
brands in countries at risk are audited
• More than 1,200 supplier audits
• Local production chains supported: close
to 90% of the fruit and vegetables sold by
Éxito in Colombia are purchased directly
from local farmers
Support employment
• 208,254 employees
• 7,270 work/study trainees
• 95% of employees on permanent contracts
Advance professional equality
• 41.1% of management positions held by women
Promote diversity
• 9,133 employees with recognised disabilities
LOCAL COMMUNITIES AND NON-PROFIT ASSOCIATIONS
€120m committed to
community outreach
(donations and foundations)
Help the most disadvantaged
• More than 60m meal equivalents
contributed to food bank networks
STATE AND TERRITORY
€139m in taxes paid
FINANCIAL INSTITUTIONS
€985m in interest paid
Reduce the environmental impact
• 528 kWh of electricity consumed per sq.m of
retail space, i.e., a reduction of 11% compared
with 2015
• 1,025 kt CO2eq in Scope 1 and 2 GHG emissions
in 2022, i.e., a 38% reduction compared with 2015
Maintain stable governance
and shareholding
• Women account for 43% of the Board of Directors
• 44,992 (compared with 41,762 in 2021)
identified individual shareholders hold 26.6%
(18.77% in 2021) of the Company’s share capital
31
Casino Group – 2022 Universal Registration Document
OUR GROUP > OUR BANNERS
OUR BUSINESSES,
OUR BANNERS
GÉANT CASINO/
CASINO #HYPER FRAIS
Casino #Hyper Frais, formerly "Géant Casino",
remains faithful to the fundamentals of the
banner: affordable prices and diversified, quality
products, all to better serve the customer. The
range of fresh produce and regional products
has been expanded to meet new consumer
expectations. The banner also offers unique
access to a range of specialist brands in
dedicated corners. Coupled with the power of
digital technology and the professionalism of
the banner’s teams, this wide offering enables
Casino #Hyper Frais to offer a unique customer
experience.
CASINO
SUPERMARCHÉS
At the forefront of superior products
and new consumer trends, Casino
supermarkets are trusted by customers
as leaders in good food. In a covered
market atmosphere, from early morning
to late evening, the stores offer a selection
centred around quality, enjoyment and
responsibility, with a special focus on
welcoming their customers. Casino
supermarkets and their teams cater to
the everyday needs of consumers in city
centres and holiday areas.
LE PETIT CASINO
Located in the heart of towns and
neighbourhoods, Le Petit Casino and
Casino Shop are convenience stores with
a personal touch and innovative everyday
services. Adapted to each region, the
banner offers an assortment focused on
local producers, scoop-and-weigh services,
private-label products and snacks.
32
VIVAL
The leader in rural convenience, Vival
stores have been multi-service sales
outlets since 1999, designed as places
for locals to meet and socialise.
Located in small and medium-sized
rural towns, as well as in urban areas,
Vival is the No. 1 food franchise in
France in terms of number of stores.
SPAR
Firmly established in France in
tourist areas on the coast and in the
mountains, Spar convenience stores
and supermarkets offer a wide range
of national brands, Casino private-label
items and local products, as well as
an enjoyable and efficient customer
journey. Spar stores are now present in
49 countries.
SHERPA
Nature, fresh ingredients, vitality, authenticity and
performance: Sherpa embraces the values of the
mountain lifestyle through a selection that caters to
the expectations of customers passionate about winter
sports. Sherpa has become the leading banner at ski
resorts, offering a balanced mix of national brands,
private-label products and local items.
33
Casino Group – 2022 Universal Registration Document OUR GROUP > OUR BANNERS
MONOPRIX
As France’s leading city-centre retailer,
Monoprix has been serving the everyday
needs of city-dwellers for over 90 years by
offering high-quality, affordable food and
beauty products as well as appealing fashion
and home collections. The banner builds trust
with its customers through its network of
stores, its omnichannel ecosystem –
monoprix.fr, Monoprix Plus and Monopflix
– and its various home delivery solutions.
Attentive to its customers’ expectations,
Monoprix maintains a one-of-a-kind brand
positioning, synonymous with enjoyment,
excellence and bold style.
MONOP’
Since 2005, Monop’ has offered a
wide range of quality products that
cater to the new consumer habits of
urban professionals. Both personal
and connected, the banner develops
innovative services, offers extended
store hours and places a major focus
on takeaway food and fresh produce.
NATURALIA
Naturalia offers city shoppers the freedom to choose
alternative consumption practices. A pioneering
organic food chain in France, Naturalia’s stores stand
out for their varied offering of fresh produce, dry
goods and cosmetics. The first food retailer to obtain
B Corp certification in France, Naturalia promotes
biodiversity and local French agriculture.
34
FRANPRIX
At the heart of neighbourhood life, Franprix stores offer
city residents choice, quality products and innovative
concepts. The ever-evolving banner continues to
reinvent the local neighbourhood shop to meet all its
customers’ needs for everyday essentials. Present in
numerous large urban areas in France, Franprix knows
how to build trust among its customers thanks to a
carefully chosen food offering and ultra-convenient
services designed to make life easier.
LA NOUVELLE CAVE
La Nouvelle Cave offers a wide range of
wines, spirits and beers in its soon-to-be
three Parisian stores, as well as on its
e-commerce site and delivery platforms
(Deliveroo, UberEats, Epicery and JustEat) in
Île-de-France, Lyon, Lille, Bordeaux, Marseille
and Toulouse. Its foray into Web3 with a
virtual boutique and NFTs of grand cru wines
earned it the silver medal for Innovation at
the 2022 BFM Business/Fevad awards.
LEADER PRICE
With its 3,500 mainly private-label products, Leader Price
discount supermarkets offer quality products at the right price.
The banner is pursuing an innovative omnichannel strategy
whereby customers can benefit from discounts of up to 15%
with the Le Club Leader Price subscription or place orders on
WhatsApp and Instagram.
35
Casino Group – 2022 Universal Registration Document OUR GROUP > OUR BANNERS
CDISCOUNT
A French champion of technology and
e-commerce, Cdiscount makes the best products
and services available to as many people as
possible, while building a responsible, inclusive
and supportive European economy. Through
its platform, Cdiscount offers its nearly 9 million
customers 80 million products, thanks in
particular to the power of its marketplace made
up of 14,000 sellers, a third of which are located in
France. In supporting the sector’s digitalisation,
Cdiscount leverages its expertise in the B2B
market to create new drivers of growth and
profitability through its subsidiaries Octopia,
Cdiscount Advertising and C-Logistics.
OCTOPIA
Octopia has developed a
comprehensive, modular marketplace
solution to support e-commerce
retailers in Europe, Africa and Latin
America. Thanks to its scalable
technology, its qualified vendors and
its logistical expertise, Octopia enables
retailers to develop their e-commerce
business. The Cdiscount subsidiary
generates over 50% of its net sales
internationally.
C-LOGISTICS
The logistics arm of Cdiscount, C-Logistics offers
its services to brick-and-mortar and e-commerce
retailers to help them develop their online business.
C-Logistics ships 25 million parcels every year,
providing state-of-the-art delivery in 27 European
countries, combining speed, flexibility and
environmental friendliness.
36
RELEVANC
An expert in retail media, RelevanC
provides white-label solutions to
retailers, marketplaces and advertisers
worldwide. Thanks to sophisticated
optimisation based on artificial
intelligence, these solutions allow
them to speed up the monetisation
of their data and of their advertising
space.
ASSAÍ
Specialists in cash & carry, Assaí stores
are aimed at both small retailers and
restaurants, as well as individuals
drawn to the low prices and efficiency
of the wholesale model. Operating in 24
Brazilian states, the banner offers more
than 8,000 products from major brands
at discounted prices, ranging from dry
goods to fresh produce, beverages,
packaging, home and garden, hygiene
and cleaning products. Assaí is the
only Brazilian cash & carry player on
the stock exchange since its listing in
March 2021.
37
PÃO
DE AÇÚCAR
Pão de Açúcar is widely reputed in Brazil
for its top-quality product selection and is a
pioneer in driving responsible consumption
in the country. By offering a unique
shopping experience to the most discerning
customers, the banner satisfies all consumers’
expectations.
Casino Group – 2022 Universal Registration Document OUR GROUP > OUR BANNERS
MINUTO PÃO
DE AÇÚCAR
As the convenience format of the upscale
benchmark Pão de Açúcar, Minuto stores
offer excellent customer service, sustainable
consumption options, tailored product ranges
and a stylish atmosphere to meet the highest
international standards.
COMPRE BEM
Compre Bem is a new supermarket
model rolled out in Brazil with a regional
focus. Seeking to better meet consumer
needs, it combines a comprehensive
offering, top-quality local fresh produce
and delicatessen services, as well as
digitalisation with express home delivery.
MINI EXTRA
The small Mini Extra stores, developed
by GPA in major Brazilian cities, offer
a range of products and services at
highly competitive prices. Widely
present in São Paulo and Recife, they
effectively meet the needs of urban
shoppers looking for convenience
and simplicity.
38
MERCADO
EXTRA
Designed as convenience
supermarkets, Mercado Extra stores
meet the needs of customers on the
lookout for simplicity, fresh produce
and low prices. Already present in
six Brazilian states, the banner is
accelerating its development and has
introduced a food e-commerce offer
in half of its outlets.
ÉXITO
Colombia’s long-standing No. 1 retailer
Éxito addresses a broad customer
base thanks to a dense country-wide
network of hypermarkets, supermarkets
and convenience stores and a rapidly
expanding digital presence. The banner’s
transformation is embodied by its
innovative hypermarket format, Éxito
Wow, which offers customers a unique
experience that provides the best of
omnichannel retail, and an extensive range
of products and services catering to all of
the population’s needs.
CARULLA
The Colombian specialist in quality fresh
produce, Carulla premium supermarkets
and convenience stores boast an
attractive market-style space, quality
traditional food sections, gourmet items
and a vast selection of local products.
The Carulla FreshMarket format goes
even further to offer its customers
products with strong environmental
credentials.
SUPER INTER
A leading retailer in south-west Colombia,
Super Inter is a regional banner that owes
its success to its competitive offering
combining quality food products and
recognised expertise in delicatessen
services.
39
Casino Group – 2022 Universal Registration Document OUR GROUP > OUR BANNERS
SURTIMAX
Surtimax is a popular “soft discount”
chain that sells quality products at
affordable prices. Traditionally based in
major Colombian cities like Bogotá and
Medellín, it is successfully developing a
new discount store concept under the
Donde Max banner.
SURTIMAYORISTA
Surtimayorista offers a comprehensive
cash & carry selection in Colombia, in
particular fresh produce at affordable
prices. Using efficient processes and
a logistics system designed to handle
large volumes, the company acts as a
supply hub for businesses, wholesalers
and small retailers.
LIBERTAD
Libertad meets new consumer
expectations through its network of
hypermarkets in northern Argentina, as
well as its convenience stores located in city
centres. The banner has also developed the
responsible FreshMarket concept that was
created in Uruguay, as well as an effective
omnichannel strategy aimed at developing
e-commerce sales.
40
DEVOTO
Primarily located in Montevideo and
Punta del Este in Uruguay, Devoto’s
supermarkets and Devoto Express
convenience stores offer a quality
food and non-food product range
focused on feel-good purchases.
Through an increasing number
of partnerships with start-ups,
Devoto has become a pioneer in
e-commerce and omnichannel
innovation.
DISCO
Designed to meet the needs of city
dwellers and holiday makers, Disco
supermarkets and hypermarkets
in Uruguay offer a wide range of
food products. The banner has also
developed its FreshMarket stores
in Colombia, which focus on fresh
produce, snacks and more responsible
consumption.
BAO
Bao is a cash & carry banner inspired by the
Assaí concept developed in Latin America. Bao
has been highly successful in Cameroon with a
selection of essential products offered in large
quantities or individually and sold at the most
competitive prices on the market.
41
Casino Group – 2022 Universal Registration Document OUR GROUP > PERFORMANCE
STORE NETWORK
Géant Casino/Casino #Hyper Frais
(hypermarkets)
o/w French franchises/affiliates
o/w International franchises/affiliates
Casino Supermarchés (supermarkets)
o/w French franchises/affiliates
o/w International franchises/affiliates
Monoprix (Monop’, Naturalia, etc.)
o/w franchises/affiliates
o/w Naturalia integrated stores
o/w Naturalia franchises
Franprix (Franprix, Marché d’à côté, etc.)
o/w franchises
Convenience (Spar, Vival, Le Petit Casino, etc.)
Other businesses
TOTAL FRANCE
Argentina
Libertad hypermarkets
Libertad (other)
Mini Libertad and Petit Libertad mini-supermarkets
Uruguay
Géant hypermarkets
Disco supermarkets
Möte (Disco textile)
Devoto supermarkets
Devoto Express mini-supermarkets
Brazil
Extra hypermarkets
Pão de Açúcar supermarkets
Extra and Mercado Extra supermarkets
Compre Bem supermarkets
Assaí (discount)
Mini Mercado Extra and Minuto Pão de Açúcar
mini-supermarkets
Drugstores
+ Service stations
Colombia
Éxito hypermarkets
Éxito and Carulla supermarkets
Super Inter supermarkets
Surtimax (discount)
o/w Aliados
Cash & carry
Éxito Express and Carulla Express
TOTAL INTERNATIONAL
Number of stores
at 31 December
Sales area
(in thousands of sq.m)
2020
2021
2022
2020
2021
2022
105
4
7
419
71
24
799
192
184
32
872
95
3
7
429
61
26
838
206
198
51
942
479
5,206
235
614
5,728
290
77
3
9
474
63
24
858
255
181
65
1,098
775
6,313
287
740
692
584
668
720
856
746
769
796
347
336
358
710
2
754
51
802
57
7,636
8,322
9,107
3,215
3,321
3,454
25
15
0
10
93
2
30
2
24
35
1,057
103
182
147
28
184
236
103
74
1,983
92
153
69
1,544
1,470
34
91
3,158
25
15
0
10
94
2
30
2
24
36
1,021
72
181
146
28
212
240
68
74
2,063
91
158
61
1,632
1,560
36
85
3,203
33
14
9
10
96
2
30
2
26
36
998
3
194
154
29
263
281
0
74
2,155
94
154
60
1,733
1,663
46
68
3,282
106
104
0
2
92
16
35
0.4
34
6
2,005
638
234
165
33
809
58
9
58
1,010
485
204
66
205
104
102
0
2
92
16
35
0.4
34
7
1,974
454
234
165
33
964
59
9
59
1,013
483
206
59
212
105
92
11
2
93
16
35
0.4
34
7
1,956
14
272
187
39
1,307
70
9
59
1,041
489
212
57
228
34
16
3,213
35
16
3,183
43
13
3,195
42
SIMPLIFIED ORGANISATION CHART
AT 31 DECEMBER 2022
Casino, Guichard-Perrachon
% control/% interest
EUROPE
100%/100%
100%/100%
100%/100%
Distribution Casino
France
Casino Carburants
Floréal
100%/100%
100%/100%
100%/100%
Codim 2
ExtenC
Franprix Holding
100%/100%
100%/100%
Monoprix
Naturalia France
100%/78.99%
100%/100%
50%/50%
France
Cdiscount
RelevanC
Infinity Advertising
100%/100%
30%/30%
70%/70%
50%/50%
Achats Marchandises
Casino (AMC)
Auxo Achats
Alimentaires
Auxo Achats
Non Alimentaires
Auxo Achats
Non-Marchands
100%/100%
Easydis
100%/100%
100%/100%
L’Immobilière
Groupe Casino
50%/50%
Sudéco
Belgium
Global Retail Services
99.48%/78.83%
Netherlands
Cnova NV
100%/100%
Luxembourg
Casino Re
Poland
100%/100%
Mayland
Real Estate
LATIN AND CENTRAL AMERICA
100%/39.50%
Argentina
Libertad SA
40.92%/40.92%
30.51%/30.51%(1)
Brazil
Companhia Brasileira
de Distribuição
Sendas Distribuidora SA
Colombia
96.52%/39.50%
Almacenes
Éxito SA
100%/39.50%
75.10%/24.68%
Uruguay
Devoto
Hermanos SA
Grupo Disco
del Uruguay
Listed company
(1) See Chapter 2, section 2.2 "Sale of a stake in Assaí", page 57.
43
Casino Group – 2022 Universal Registration Document
CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
CHAPTER 2
CHAPTER 2
Financial and
Financial and
accounting
accounting
information
information
2.1. Business report ....................................................................... 50
2.2. Subsequent events .............................................................. 57
2.3. Outlook ..........................................................................................58
2.4. Parent company information ......................................59
2.5. Subsidiaries and associates ............................................61
2.6. Consolidated financial statements
for the year ended 31 December 2022 .................63
2.7. Parent company financial statements
for the year ended 31 December 2022 ............... 182
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
FINANCIAL HIGHLIGHTS
Casino Group’s key consolidated figures for 2022 were as follows:
(€ millions)
Consolidated net sales
Gross margin
EBITDA(2)
Net depreciation and amortisation
Trading profit
Other operating income and expenses
Net financial expense, o/w:
Net finance costs
Other financial income and expenses
Profit (loss) before tax
Income tax benefit (expense)
Share of profit of equity-accounted investees
Net profit (loss) from continuing operations
o/w Group share
o/w attributable to non-controlling interests
Net profit (loss) from discontinued operations
o/w Group share
o/w attributable to non-controlling interests
Consolidated net profit (loss)
o/w Group share
o/w attributable to non-controlling interests
Underlying net profit, Group share(3)
Underlying diluted earnings per share
2022
33,610
2021
(restated)(*)
Reported
change
30,549
+10.0%
7,895
2,508
(1,391)
1,117
(512)
(939)
(581)
(358)
(334)
9
10
(314)
(279)
(35)
(31)
(37)
6
(345)
(316)
(29)
(102)
(1.38)
7,617
2,516
(1,329)
1,186
(656)
(813)
(422)
(391)
(283)
86
49
(147)
(280)
132
(255)
(254)
(1)
(402)
(534)
132
89
0.49
+3.7%
-0.3%
+4.6%
-5.9%
+22.0%
-15.5%
-37.6%
+8.4%
-18.0%
-89.5%
-79.1%
n.m.
+0.3%
n.m.
+87.8%
+85.5%
n.m.
+14.2%
+40.9%
n.m.
n.m.
n.m.
Change
at CER(1)
+3.8%
-5.5%
-12.1%
n.m.
n.m.
(1) At constant exchange rates. The change in net sales is shown on an organic basis, excluding fuel and calendar effects.
(2) EBITDA = Trading profit + recurring amortisation and depreciation expense.
(3) Underlying net profit corresponds to net profit from continuing operations, adjusted for the impact of other operating income and expenses,
non-recurring financial items, income tax expense/benefits related to these adjustments, and the application of IFRIC 23. See section on
alternative performance indicators on page 56.
(*) The 2021 financial statements have been restated to permit meaningful comparisons with 2022. See Note 1.3 to the consolidated financial
statements.
46
SIGNIFICANT EVENTS IN 2022
IMPACT OF THE WAR IN UKRAINE AND OF THE ECONOMIC CRISIS
The geopolitical situation in Eastern Europe worsened on
24 February 2022 following Russia's invasion of Ukraine.
The Group is not directly exposed to the countries involved
in the conflict and has not observed any material direct
impact on its performance, given that it has no stores in
Ukraine or Russia and makes very limited purchases in the
two countries.
The indirect effects of the conflict (higher inflation and
fluctuating energy and commodity prices) lead to higher
freight costs and higher purchasing costs for some products,
and this may negatively impact the Group’s supply chain.
All of these effects may compromise the Group’s ability to
supply certain products and lead to changes in customer
purchasing behaviour and cost structures.
However, the conflict continues to weigh heavily on the
global economy and capital markets, and is exacerbating an
already difficult macro-economic climate due to accelerating
inflation and disruptions to global supply chains.
The Group does not operate in the conflict zones but
continues to monitor the impacts of the war and the ways
in which it is indirectly exposed.
ASSET DISPOSAL PLAN IN FRANCE
Casino Group has launched a vast asset disposal programme
in France to focus on buoyant formats. The €1.5 billion plan
launched in June 2018 was raised to €2.5 billion in March
2019 and completed with an additional €2.0 billion plan,
as announced in August 2019, bringing the plan total to
€4.5 billion.
As of 31 December 2022, the Group had signed or secured
€4.1 billion in asset sales since 2018. The disposals carried
out by the Group in 2022 are detailed below:
● On 31 January 2022, Casino Group and Crédit Mutuel
Alliance Fédérale completed the sale of Floa to BNP
Paribas for €200 million (of which €192 million were
collected net of costs in early 2022), with an earn-out
for Casino Group representing 30% of the future value
created by 2025.
● On 21 February 2022, the Group completed the disposal
of 6.5% of Mercialys equity through a total return swap
(TRS) for €59 million. On 4 April 2022, the Group sold
its remaining 10.3% stake in Mercialys under a new TRS
maturing in December 2022 for €86 million.
● On 18 October 2022, Casino Group completed the
sale of GreenYellow to Ardian. At end-December 2022,
it continued to have a stake in the company’s value
creation through a €150 million reinvestment. Net of
the reinvestment, disposal proceeds for Casino Group
amount to €617 million, including €30 million paid
into a segregated account that will be released if certain
operating indicators are met.
● The Group had €152 million in multiple secured disposals
in 2022 (Sarenza, CChezVous, real estate).
● In addition, the Group secured and recorded in advance
a €12 million earn-out in 2022 in relation to the Apollo
and Fortress joint ventures (in addition to €118 million
already secured in 2021).
In view of the current outlook and the options available,
the Group is confident to complete its €4.5 billion disposal
plan in France (of which €0.4 billion remains outstanding)
by the end of 2023 at the latest.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
DEBT REDUCTION IN FRANCE: €1,062 MILLION OF DEBT(1)
REPAID IN 2022
● Bond buybacks: €673 million of bonds cancelled in 2022
● 2023 Segisor debt repayment: €150 million
In 2022, the Group cancelled its bonds maturing in 2022,
2023 and 2024 and its secured 2024 Quatrim bonds for
an aggregate nominal amount of €673 million.
● Repayment of the first half of the Cdiscount government-
backed loan (PGE) in August 2022: €60 million
● €179 million reduction in short-term debt(2) (mainly
NEUCP)
RESTRUCTURING OF THE GROUP’S OPERATIONS
IN LATIN AMERICA
Following the simplification of the Group's structure in
Latin America and the spin-off of GPA and Assaí activities
at the end of 2020, Casino Group continued to reorganise
its operations.
At the end of 2021, GPA and Assaí announced plans for GPA
to sell 70 Extra hypermarkets to Assaí with the intention of
converting them into the cash & carry format, and for GPA
to transform remaining Extra hypermarkets into Mercado
Extra, Compre Bem and Pão de Açúcar supermarkets. In
2022, the process of converting Extra hypermarkets to
Assaí’s cash & carry format made excellent progress, with
a total of 47 conversions during the year. GPA completed
the conversion of the 23 hypermarkets that were not sold.
In order to accelerate its deleveraging, the Group sold
10.44% of Assaí’s capital for approximately €491 million
in November 2022.
Following the success of the GPA and Assaí spin-off, a plan
to spin off Grupo Éxito was launched on 5 September
2022 in order to unlock Grupo Éxito’s value. GPA’s
Board of Directors announced that it was considering
distributing approximately 83% of Grupo Éxito’s capital to
its shareholders and retaining a minority stake of around
13% which could be sold at a later date. The Grupo Éxito
spin-off was approved by GPA’s Extraordinary Shareholders’
Meeting of 14 February 2023 and should be completed
in the first half of 2023, subject to obtaining the necessary
authorisations.
On completion of the transaction, Casino Group would hold
interests in three separate listed assets in Latin America,
opening up various monetisation options. Following the
Grupo Éxito spin-off, the Group would have a direct 34%
stake in Grupo Éxito and an indirect holding via GPA’s
minority stake of 13% (i.e., 47% of voting rights and 39%
of capital overall). At 31 December 2022, Casino Group
held 30.5% of Assaí(3) and 40.9% of GPA.
(1) Data are presented based on nominal values.
(2) Commercial paper, RCF drawdown.
(3) Casino Group announced a new secondary offering of Assaí shares on 7 March 2023. On completion of the transaction, Casino Group’s
Assaí capital stake will be 11.7% (see “Subsequent events” on page 57).
48
LEGAL REORGANISATION OF OPERATIONS IN FRANCE
On 15 June 2022, the Group announced that it planned
to simplify and increase the clarity of its legal organisation
in France by placing all of its food retail subsidiaries (mainly
Franprix, Monoprix, Distribution Casino France, Easydis and
AMC) under a common holding company wholly owned
by Casino, Guichard-Perrachon.
This company, CGP Distribution France, was incorporated
in the second half of 2022. After informing and consulting
the employee representative bodies of the subsidiaries
concerned, the Group’s subsidiaries in the Monoprix scope
were immediately placed under this holding company,
which is wholly owned by Casino, Guichard-Perrachon. The
final stage of this reorganisation, consisting of the transfer
of Distribution Casino France's activities, will take place in
the first half of 2023.
STRENGTHENING PARTNERSHIPS
● On 17 February 2022, Casino Group and Ocado announced
that they had signed a memorandum of understanding
to extend their exclusive partnership in France. The
memorandum provides for:
- the creation of a joint venture to provide services for
automated warehouses equipped with Ocado technology
to online food retailers in France;
- the integration of Octopia’s marketplace solution into the
Ocado smart platform, allowing Ocado’s partners across
the globe to launch their own marketplace offerings;
- Casino Group to deploy Ocado’s in-store fulfilment
solution across its Monoprix store estate.
● On 30 June 2022, Casino Group and Gorillas signed
a strategic agreement to extend their partnership to
the Frichti banner.
This agreement gives Frichti access to Casino's national-
brand products and to Monoprix's private-label products.
These products are now available on the Frichti platform
for delivery to consumers in a matter of minutes in the
areas where Frichti currently operates.
Through this partnership, which follows Gorillas' acquisition
of French banner Frichti, Casino Group intends to strengthen
the ties between Monoprix and Frichti, the French leader
in quick commerce. As a result, Casino Group will become
directly involved in Frichti’s value creation through its
stake in the company’s capital.
CONVERSION OF TRADITIONAL HYPERMARKETS
The Group's banners adapted their offerings to new
consumer trends in 2022. The Group has accelerated
the conversion of its traditional Géant hypermarkets into
(i) Casino Supermarkets (20 conversions completed in
2022) and (ii) Casino #Hyper Frais, a new concept launched
in 2022 to replace the 61 remaining Géant Casino stores
in France. At the end of 2022, 51 conversions had been
completed and the remaining 10 hypermarkets will be
converted to the Casino #Hyper Frais format in the first half
of 2023. This new concept allows hypermarkets to increase
the percentage of fresh produce in the store from 35% to
50%, while maintaining their fundamentals (accessible
prices and high-quality, diversified products). There will
also be more regional products to better reflect the area
in which each store is located.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.1. BUSINESS REPORT
The comments in the Annual Financial Report reflect
comparisons with 2021 results from continuing operations.
Main changes in the scope
of consolidation in 2022
The financial statements for 2021 have been restated
following the retrospective application of the IFRS IC
agenda decision – Configuration or Customisation Costs
in a Cloud Computing Arrangement.
Organic changes are calculated based on a comparable
scope of consolidation and at constant exchange rates,
excluding fuel and calendar effects. Same-store changes
exclude fuel and calendar effects.
Currency effects
● Disposal of Floa Bank completed on 31 January 2022.
● Disposal of Mercialys completed through two TRS fully
settled in 2022.
● Disposal of GreenYellow completed on 18 October 2022.
● Disposal of a 10.44% stake in Assaí on 29 November 2022.
Currency effects were favourable in 2022, with the Brazilian real gaining an average 17.3% against the euro compared
with 2021.
Continuing operations
(€ millions)
Net sales
EBITDA
Trading profit
Underlying net profit, Group share
2022
33,610
2,508
1,117
(102)
2021
(restated)
30,549
2,516
1,186
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Reported
change
+10.0%
-0.3%
-5.9%
n.m.
Change
at CER(1)
+3.8%
-5.5%
-12.1%
n.m.
(1) At constant exchange rates. The change in net sales is shown on an organic basis, excluding fuel and calendar effects.
2.1.1. CASINO GROUP 2022 HIGHLIGHTS
In France
● France Retail:
- The Group continued to develop its buoyant formats:
- Renewed growth for Parisian banners and convenience
stores (same-store sales growth(1) of 6.6% for convenience
stores, 3.4% for Franprix and 11.2% for Monop’), in line
with the upturn in tourism and consumer spending
in the Paris region;
- Strong growth in convenience formats: success of the
expansion plan, with 879 store openings (Franprix,
Vival, Spar, etc.) and supermarkets joining the franchise
network;
- Growth in food E-commerce of 17% over the year,
vindicating the focus on home delivery and partnerships
forged with world leaders (Amazon and Ocado);
- Development of a discount offering (Leader Price)
adapted to the inflationary environment in hypermarkets
and supermarkets (up 95% in Q4) and in the franchise
network.
- EBITDA margin for the retail banners came in at 9.9%
in H2 (8.4% for the year). Trading profit for the retail
banners was stable in the second half, with an increase
in trading profit and the trading margin at Monoprix,
Franprix and Casino convenience stores.
(1) Excluding fuel and calendar effects.
50
● Cdiscount(1):
In Latin America
- The transformation of the business model continued,
with progress on growth and profitability drivers:
(i) increase in the marketplace share, to 52% of GMV in
2022 (up 6 pts), (ii) growth in Advertising Services (up
5% year on year, x1.8 vs. 2019), with the deployment
of the AI-based CARS platform, and (iii) acceleration
of B2B services with Octopia (up 66% year on year).
- The swift implementation of the cost savings plan led
to a sequential improvement in EBITDA during the year
after a difficult first half (EBITDA at €15 million in H1
and €39 million in H2).
● Disposal plan in France:
- By end-2022, a total of €4.1 billion in disposals had
been made under the disposal plan launched in 2018.
In view of the current outlook and the options available,
the Group remains confident in its ability to complete its
€4.5 billion disposal plan in France by the end of 2023.
● Net debt in France:
- Net debt in France(2) fell to €4.5 billion at 31 December
2022 (from €4.9 billion at the end of 2021), mainly
due to the early repayment of the entire bank debt
subscribed by Segisor (initial maturity July 2023) using
proceeds from the partial disposal of Assaí.
- The Group met the covenants contained in its revolving
credit facility(3), with gross debt headroom of €270 million
for the secured gross debt/EBITDA after lease payments
covenant, and EBITDA headroom of €115 million for the
EBITDA after lease payments/net finance costs covenant.
2.1.2. FRANCE RETAIL
(€ millions)
Net sales
EBITDA
EBITDA margin
Trading profit
Trading margin
● In Latin America, EBITDA was up 11.9% for the year (14.9%
excluding tax credits)(4):
- Excellent 41.0% increase in Assaí EBITDA (49.4%
excluding tax credits)(4)
- Grupo Éxito EBITDA up 8.7%
- Decline in GPA EBITDA amid efforts to reposition the
business model following the sale of Extra hypermarkets
● The Group continues to reorganise its operations in Brazil,
with good progress on the conversion plan for the Extra
hypermarkets (47 conversions to the cash & carry format
in 2022, conversion plan completed at GPA for the
23 hypermarkets not sold to Assaí).
● The Grupo Éxito spin-off was approved by GPA’s Extraordinary
Shareholders’ Meeting of 14 February 2023 and should
be completed in the first half of 2023, subject to obtaining
the necessary authorisations. Following the spin-off, the
Group would hold interests in three separate listed assets,
opening up various monetisation options for these assets.
● In this context, the Group sold 10.44% of Assaí’s capital
for approximately €491 million in November 2022(5).
2022
2021 (restated)
14,205
1,268
8.9%
482
3.4%
14,071
1,351
9.6%
530
3.8%
France Retail net sales totalled €14,205 million in 2022
versus €14,071 million in 2021, up 1.5% on a same-store
basis excluding fuel and calendar effects. All banners
returned to growth in the second quarter, maintaining
the good momentum into the third quarter with a sharp
acceleration in Parisian banners (Franprix, Monoprix) in a
market shaped by the return of tourists. The fourth quarter
remained stable, with a further solid performance in buoyant
formats (Paris, convenience and premium) and a more
difficult environment for hypermarkets and supermarkets.
(1) Data published by the subsidiary.
(2) France including Cdiscount, GreenYellow and Segisor.
(3) Covenants tested on the last day of each quarter – outside of these dates, there is no limit on the amounts that can be drawn down.
(4) Tax credits restated by the Brazilian subsidiaries in the calculation of adjusted EBITDA and adjusted trading profit.
(5) Casino Group announced a new secondary offering of Assaí shares on 7 March 2023 (see “Subsequent events” on page 57).
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
● Net sales in the Convenience segment came to
€1,507 million. The banner reported good sales momentum
with same-store net sales growth of 6.6% and an increase
of 7.8% in gross sales under banner, driven by the appeal
of a format suited to customer needs in high-growth
areas (notably Rhône-Alpes and Côte d’Azur) and the
development of partnerships with Uber Eats, Deliveroo and
the “mescoursesdeproximité.com” website. Store network
expansion accelerated over the year, with 652 stores
opened, i.e., almost two new stores per day.
● Casino Supermarkets and Hypermarkets sales totalled
€3,402 million and €3,091 million, respectively, in 2022,
down 0.4% and 0.1%, respectively, on a same-store basis.
After expanding in the first nine months of the year, the two
banners experienced a reverse trend in the fourth quarter,
due to a more difficult competitive environment late in
the year, in which the Group controlled its spending on
promotions and communication. E-commerce nevertheless
remains upbeat, with double-digit growth driven notably
by partnerships with Uber Eats, Deliveroo and Shopopop.
The Casino Hypermarkets/Supermarkets and Convenience
banners have also sharply ramped up subscriptions via
the Casino Max application, with an ever-growing number
of subscribers.
France Retail EBITDA was €1,268 million (€1,351 million
in 2021), with an 8.9% EBITDA margin. EBITDA for the retail
banners (France Retail excluding GreenYellow and property
development) was €1,199 million (€1,273 million in 2021).
The EBITDA margin, at 8.4%, improved in the second half
of the year (9.9%) thanks to renewed growth at Monoprix,
Franprix and convenience stores.
France Retail trading profit was €482 million (€530 million
in 2021), with a trading margin of 3.4%. Trading profit for
the retail banners (France Retail excluding GreenYellow and
property development) was €421 million (€479 million
in 2021), with a trading margin of 3.0%.
The year saw a significant ramp-up in the expansion strategy,
with 879 new stores opened in convenience formats
(Franprix, Spar, Vival, etc.), exceeding the initial target of
800 openings in 2022. The Group also accelerated its pace
of converting traditional Géant hypermarkets into Casino
Hyper Frais stores, with 32 new conversions completed in
the fourth quarter (after 15 conversions in the third quarter
and 4 in the second quarter), bringing the total number
of converted stores to 51 at end-2022. The remaining
10 hypermarkets will be converted into the Casino #Hyper
Frais format in first-half 2023. This strategy is reflected in
increased customer loyalty, with the success of subscriptions
in the Casino, Monoprix and Naturalia banners. The Group
had over 370,000 paying subscribers at end-2022.
Over the full year, the following can be noted per format:
● Net sales at Monoprix(1) came in at €4,393 million for
2022, up 1.2% on a same-store basis. Growth was driven
by strong momentum at Monoprix City and Monop’ stores,
which recorded same-store sales growth of 2.1% over the
year and a 9.2% rise in customer traffic. Food e-commerce
continues to grow rapidly, driven by partnerships with
Ocado, Amazon, Gorillas, Uber Eats and Deliveroo. The
banner further expanded its store network, with 54 new
store openings over the year, and plans to accelerate its
expansion, with almost 100 store openings planned for
2023, primarily under the Monop’ banner. Monoprix also
continued to focus on innovation, with the opening of the
first Monoprix Maison home decor store in October 2022.
● Franprix net sales were up by 3.4% on a same-store basis
in 2022 to €1,477 million, driven by the recovery in
consumption in Paris due to the return of tourists and office
workers. The banner benefited from good momentum in
customer traffic, the sale of Leader Price products (a target
share of 10% in stores by 2023) and the acceleration of
e-commerce. Total gross sales under banner rose by 4.1%
over the year. The expansion strategy in target areas (Paris
and the Île-de-France region, the Rhône-Alpes region
and the northern Mediterranean region) continued, with
181 new stores opened during the year, including 136
in the Île-de-France region (960 stores in Île-de-France
at end-2022). The banner plans to maintain this pace
of new store openings in 2023 and step up its strategy
in first-half 2023 of attracting independent retailers to
the franchise network.
(1) Monoprix City including e-commerce, Monop’ and Naturalia.
52
2.1.3. RELEVANC
RelevanC pursued its strategy of external development
after having built up its expertise with the Group's banners:
● Launch of the white label Retail Media solution launched
with GPA in Brazil;
● Rollout of the personalised white label digital catalogue
offer launched with Monoprix.
RelevanC continued to forge strategic and ambitious
partnerships during the year, which included a new five-year
partnership with In The Memory signed in the fourth quarter.
Internationally, Latin America continued to enjoy strong
momentum after the opening of new offices in Colombia.
2.1.4. E-COMMERCE (CDISCOUNT)
(€ millions)
2022
2021 (restated)
GMV (Gross Merchandise Volume) as published by Cnova
EBITDA
EBITDA margin
Trading profit
Trading margin
In 2022, Cdiscount(1) accelerated its transformation towards
a profitable business model.
Sharp increase in Cdiscount’s gross margin, up to 23.2% of
net sales in 2022 (up 1.3 pts year on year, up 5.4 pts versus
2019), driven by an improved business mix in favour of
marketplace GMV, which accounted for 52% of total GMV
over the year (up 6 pts year on year, up 13 pts versus 2019).
€191 million in marketplace revenues in 2022 (down 2%
year on year), up 28% on 2019, with a solid and steady
increase in the GMV take rate(2) to 16.2% (up 0.7 pts year
on year, up 1.7 pts on 2019).
Continued development of digital marketing, with revenues
up 5% over the year (x1.8 versus 2019). The GMV take rate(2)
has risen steadily over the last few years, reaching 3.1% in
2022 (up 0.7 pts versus 2021, up 1.6 pts versus 2019).
3,497
54
3.3%
(42)
-2.6%
4,206
105
5.2%
18
0.9%
B2B business growth remains a major source of long-term
value creation. Octopia reported 66% growth in B2B
revenues in 2022, with 14 new clients over the year for its
turnkey marketplace solution. It had a total of 26 clients at
the end of 2022, of which 17 are already on the platform.
The cost savings plan targeting €75 million on a full-year
basis by end-2023 is ongoing, outperforming the objectives
initially set. It generated €47 million in savings in 2022
(a €29 million decrease in general expenses and an
€18 million decrease in capital expenditure), or €17 million
more than the expected savings.
E-commerce EBITDA(3) was €54 million (versus €105 million
in 2021), with a sequential improvement in the second
half of 2022 driven by the success of the cost savings plan
(€39 million in the second half after €15 million in the first).
E-commerce (3) reported a €42 million trading loss
(€18 million trading profit in 2021), impacted in particular
by the increase in depreciation and amortisation linked
to investments made over the last few years to expand
Octopia’s operations.
(1) Data published by the subsidiary.
(2) Calculated as revenues divided by product GMV excluding tax.
(3) Contribution to consolidated EBITDA.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.1.5. LATAM RETAIL
(€ millions)
Net sales
EBITDA
EBITDA margin
Trading profit
Trading margin
2022
2021 (restated)
17,785
1,186
6.7%
677
3.8%
14,448
1,060
7.3%
638
4.4%
Latam Retail net sales were €17,785 million in 2022, up
10.5% on an organic basis and 12.3% on a same-store basis
excluding fuel and calendar effects. Food sales in Brazil rose
6.9% on an organic basis and 9.1% on a same-store basis
excluding fuel and calendar effects.
● Assaí stepped up its development in 2022, with (i) a 30%(1)
increase in net sales, (ii) a 27%(1)increase in EBITDA, and
(iii) record expansion with the opening of 60 stores over
the year, including 47 conversions of Extra hypermarkets,
bringing the total number of stores to 263 at the end
of 2022.
● Grupo Éxito also continued to enjoy strong commercial
momentum, with a 21%(1) increase in net sales driven
by innovative formats and omnichannel. The store base
also continued to expand, with 92 store openings during
the year.
● Following the sale of Extra hypermarkets, GPA is focusing
its development on premium and convenience formats.
EBITDA for Latin America increased by 14.9% year on year
excluding tax credits, driven by Assaí (49.4% excluding tax
credits). Including tax credits(2) (€28 million in 2021 and
€0 in 2022), EBITDA came out at €1,186 million, a rise
of 11.9%.
Trading profit excluding tax credits was up 10.9% year on
year, driven by Assaí (up 44% excluding tax credits), in line
with business growth. Including tax credits(2), trading profit
was up 6.1% to €677 million.
2.1.6. OVERVIEW OF THE CONSOLIDATED FINANCIAL
STATEMENTS
P u r s u a n t t o E u r o p e a n C o m m i s s i o n R e g u l a t i o n
No. 1606/2002 of 19 July 2002, the consolidated
financial statements of Casino Group 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
as of the date of approval of the financial statements by the
Board of Directors and applicable at 31 December 2022.
The accounting methods described in the notes to the
consolidated financial statements have been applied
continuously across the periods presented in the
consolidated financial statements.
These standards are available on the European Commission’s
website: https://ec.europa.eu/info/business-economy-euro/
company-reporting-and-auditing/company-reporting/
financial-reporting_en
Net sales
In 2022, the Group’s consolidated net sales amounted to
€33,610 million versus €30,549 million in 2021, up 5.2%
on a same-store basis(3), up 3.8% on an organic basis(3) and
up 10.0% as reported after taking into account the effects
of exchange rates (+6.4%), fuel (+0.3%), the calendar effect
(-0.2%) and changes in scope (-0.3%).
A more detailed review of changes in net sales can be
found above in the review of each of the Group’s three
business segments.
(1) Change at constant exchange rates, excluding tax credits.
(2) Tax credits restated by the Brazilian subsidiaries in the calculation of adjusted EBITDA and adjusted trading profit.
(3) Excluding fuel and calendar effects.
54
EBITDA
Consolidated EBITDA came to €2,508 million, a decrease
of 0.3% including currency effects and of 5.5% at constant
exchange rates.
A more detailed review of changes in EBITDA can be found
above in the review of each of the Group’s three business
segments.
Trading profi t
Consolidated trading profit came to €1,117 million in 2022,
down 5.9% including currency effects (down 3.6% excluding
tax credits) and down 12.1% at constant exchange rates
(down 5.2% excluding tax credits).
A more detailed review of changes in trading profit can
be found above in the review of each of the Group’s three
business segments.
Net fi nancial expense
Net financial expense totalled €939 million in 2022
(€813 million in 2021), reflecting:
● Finance costs, net of €581 million versus €422 million
in 2021.
● Other net financial expenses of €358 million, compared
with other net financial expenses of €391 million in 2021.
Underlying net financial expense for the period was
€935 million (€592 million excluding interest on lease
liabilities) compared to €813 million in 2021 (€500 million
excluding interest on lease liabilities), reflecting a decrease
in financial expenses in France linked to debt repayments
and redemptions, and an increase in financial expenses in
Latin America due to the Assaí investment plan and higher
interest rates.
Other operating income and expenses represented a net
expense of €512 million (net expense of €656 million
in 2021). In France (including Cdiscount, excluding
GreenYellow), other operating income and expenses
amounted to a net expense of €170 million (€309 million
in 2021), an improvement of €139 million primarily due
to net capital gains on the France disposal plan. In Latin
America, other operating income and expenses amounted
to a net expense of €336 million (€300 million in 2021),
reflecting the completion of the sale of Extra hypermarkets
to Assaí.
Income tax represented a benefit of €9 million versus
€86 million in 2021.
The Group’s share of profit of equity-accounted investees
was €10 million (€49 million in 2021).
Non-controlling interests in profit/(loss) from continuing
operations came to a loss of €35 million compared to a
profit of €132 million in 2021. Excluding non-recurring
items, underlying minority interests were €117 million in
2022 versus €272 million in 2021.
Net profi t (loss), Group share
Profit (loss) from continuing operations, Group share came
out at a loss of €279 million, compared with a loss of
€280 million in 2021, excluding the capital gain on the
disposal of Assaí recognized in equity.
Net profit (loss) from discontinued operations, Group share
came out at a net loss of €37 million in 2022, compared
with a net loss of €254 million in 2021, which included
the impacts of the Leader Price sale.
Consolidated net profit (loss), Group share amounted to a
net loss of €316 million, versus a net loss of €534 million
in 2021.
Underlying net loss(1) from continuing operations, Group
share totalled €102 million compared with underlying
net profit of €89 million in 2021, reflecting lower trading
profit owing to business in the first quarter in France and at
Cdiscount, a rise in net finance costs in Latin America, and
an accounting tax charge (no cash impact) of €240 million
relating to the review of capitalisable tax loss carryforwards
in France.
Diluted underlying earnings per share(2) stood at a loss of
€1.38, vs. earnings of €0.49 in 2021.
Financial position at 31 December 2022
Consolidated net debt was €6.4 billion (versus €5.9 billion at
end-2021), including €4.5 billion in France(3) (€4.9 billion at
end-2021) and €1.9 billion in Latin America (€979 million
at end-2021). In France(3), the reduction in debt was notably
due to bond redemptions and to the Segisor repayment
(€150 million). The increase in debt in Latin America is the
result of higher debt at Assaí owing to its investment plan.
At 31 December 2022, the Group’s liquidity in France
(including Cdiscount) was €2.4 billion, with €434 million
in cash and cash equivalents and €2.0 billion in confirmed
undrawn lines of credit, available at any time(4). The balance
of the unsecured segregated account was €36 million at
31 December 2022, enabling the Group to meet its January
2023 debt servicing obligations.
(1) See section on alternative performance indicators on following page.
(2) Underlying diluted EPS includes the dilutive effect of TSSDI deeply-subordinated bond distributions.
(3) France including Cdiscount, GreenYellow and Segisor.
(4) As defined in the refinancing documentation.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Financial information relating
to the covenants(1)
At 31 December 2022, the Group complied with the
covenants contained in the revolving credit facility. The ratio
of secured gross debt to EBITDA (after lease payments(2)) was
3.1x(3), within the 3.5x limit, representing debt headroom
of €270 million and EBITDA headroom of €77 million.
The ratio of EBITDA (after lease payments) to net finance
costs stood at 3.0x (above the required 2.5x), representing
EBITDA headroom of €115 million.
The Board of Directors will recommend to the 2023 Annual
General Meeting not to pay a dividend in 2023 in respect
of 2022.
2.1.7. ALTERNATIVE PERFORMANCE INDICATORS
The definitions of key non-GAAP indicators are available
on the Group’s website (https://www.groupe-casino.fr/en/
investors/regulated-information/), particularly the underlying
net profit as shown below.
Underlying net profit corresponds to net profit from
continuing operations, adjusted for (i) the impact of
other operating income and expenses, as defined in the
“Significant accounting policies” section in the notes to
the consolidated financial statements, (ii) the impact of
non-recurring financial items, as well as (iii) income tax
expense/benefits related to these adjustments and (iv) the
application of IFRIC 23.
Non-recurring financial items include fair value adjustments
to equity derivative instruments and the effects of
discounting Brazilian tax liabilities.
Underlying profit is a measure of the Group's recurring
profitability.
2021
(restated)
Restated
items
2021
underlying
(restated)
(€ millions)
Trading profit
Other operating income and expenses
Operating profit
Net finance costs
Other financial income and expenses(1)
Income taxes(2)
Share of profit of equity-accounted investees
1,186
(656)
530
(422)
(391)
86
49
Net profit (loss) from continuing operations
(147)
o/w attributable to non-controlling
interests(3)
o/w Group share
132
(280)
0
656
656
0
(0)
(147)
0
509
140
369
1,186
0
1,186
(422)
(391)
(61)
49
362
272
89
2022
1,117
(512)
605
(581)
(358)
9
10
(314)
(35)
(279)
Restated
items
2022
underlying
0
512
512
0
3
(185)
0
330
153
177
1,117
0
1,117
(581)
(354)
(176)
10
15
117
(102)
(1) Other financial income and expenses have been restated, primarily for the impact of discounting tax liabilities, as well as for changes in the
fair value of equity derivative instruments.
(2) Income tax expense is restated for tax effects corresponding to the above restated financial items and the tax effects of the restatements.
(3) Non-controlling interests have been restated for the amounts relating to the restated items listed above.
(1) France scope (including Cdiscount), excluding GreenYellow.
(2) As defined in the refinancing documentation.
(3) Secured debt of €2.1 billion and EBITDA after lease payments of €690 million.
56
2.2. SUBSEQUENT EVENTS
TERACT AND CASINO GROUP SIGN AN EXCLUSIVE
AGREEMENT TO CREATE THE FRENCH LEADER IN RESPONSIBLE
AND SUSTAINABLE RETAIL ACTIVITIES
On 9 March 2023, TERACT and Casino Group announced
that they had entered into an exclusive agreement to create
two separate entities:
The transaction would value the activities contributed by
Casino Group and TERACT at 85% and 15%, respectively,
on a debt-free cash-free basis.
● an entity, controlled by Casino, bringing together the retail
activities in France. Casino Group would contribute over
9,100 stores, its undisputed leadership in convenience
formats, the strength of its banners, its digital offering and
its good CSR practices. TERACT would bring its know-how
and expertise in the operation of garden centres, pet retail
and food distribution;
● a new entity, named TERACT Ferme France and controlled
by InVivo, in charge of supplying local agricultural products
through short food supply chains that help to promote
France’s regions and showcase agricultural products.
TERACT Ferme France will benefit from strong proximity
to the agricultural industry through the InVivo group, its
majority shareholder.
SALE OF A STAKE IN ASSAÍ
This project remains subject to the signing of a binding
agreement between Casino Group and TERACT, which
could be achieved before the end of the second quarter of
2023. This project would be subject to the consultation of
the employee representative bodies of both groups as well
as to the approval of the respective governance bodies of
Casino Group, TERACT and InVivo. Further communication
to the market would be made upon the signing of the
binding agreement, which would be submitted to the
approval of the antitrust authorities and of the shareholders
and creditors of both parties.
In order to accelerate its deleveraging, on 7 March 2023
Casino Group announced that it was considering a
plan to sell part of its stake(1) in Assaí for approximately
USD 600 million. This amount could be increased depending
on market conditions.
On 17 March 2023, the Group announced that it had
completed the book building process for the secondary
offering of Assaí shares. As part of the offering, 254 million
Assaí shares held by Casino Group (representing 18.8% of
Assaí’s share capital) were allocated for a total placement
amount of approximately €723 million(2). The transaction
took place on 21 March 2023.
Upon completion of the transaction, Casino Group will
hold an 11.7% stake in Assaí’s capital and will therefore
no longer control the company.
SUCCESSFUL TENDER OFFER FOR QUATRIM NOTES MATURING
IN JANUARY 2024
On 31 March 2023, Casino Group announced the success
the tender offer launched on 24 March 2023 for the notes
issued by its subsidiary Quatrim S.A.S. which mature on
15 January 2024.
This transaction results in the early redemption and
cancellation of tendered notes in an aggregate principal
amount of €100 million at a purchase price of 94% (plus
accrued and unpaid interest) and is being financed with
available cash on hand.
Following the cancellation of these notes, the aggregate
principal amount outstanding will be €553 million.
(1) Casino held 30.5% of Assaí’s capital at 31 December 2022.
(2) Based on an exchange rate of BRL 5.62/euro.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.3. OUTLOOK
The Group’s priorities for 2023 are increased operational efficiency and a reduction in debt:
■ Operational efficiency and development
● Inventory reduction plan: €190 million reduction in the
first half of the year to compensate for surplus inventories
at end-2022.
■ Deleveraging
● Completion of the disposal plan in France: €400 million
by the end of 2023.
● Continued monetisation of assets in Latin America.
● New cost reduction plan: €250 million in savings in the
● Debt decrease.
retail banners.
● Acceleration of the expansion strategy in convenience
formats: +1,000 stores representing more than €500 million
in full-year gross sales under banner.
58
2.4. PARENT COMPANY INFORMATION
2.4.1. BUSINESS
Casino, Guichard-Perrachon, the parent company of
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 banners,
designs and models licensed to the subsidiaries and is
responsible for overseeing the proper application of Group
legal and accounting rules by the subsidiaries.
The significant events of the year are presented in section 1
of the introduction to the notes to the 2022 parent company
financial statements (see section 2.6 of Chapter 2).
In 2022, the Company reported net sales (excluding taxes) of
€136 million, versus €141 million in 2021, corresponding
mainly to trademark and banner royalties, as well as services
billed to subsidiaries.
The Company does not have any branches or specific
research and development activities.
2.4.2. COMMENTS ON THE PARENT COMPANY FINANCIAL
STATEMENTS
The parent company financial statements have been
prepared in accordance with Regulation No. 2014-03
issued by the French accounting standards setter (Autorité
des normes comptables – ANC) on French generally
accepted accounting principles, updated by ANC Regulation
No. 2018-01 of 20 April 2018.
The accounting policies applied for the year ended
31 December 2022 are consistent with those used for
the previous year.
At 31 December 2022, the Casino, Guichard-Perrachon’s
liquidity position comprised:
● confirmed, undrawn lines of credit for a total of
€2,201 million, of which €1,760 million is due in more
than one year;
● €36 million held in segregated accounts in France and
able to be used at any time to pay down debt.
Casino, Guichard-Perrachon had the following financing
facilities at 31 December 2022 (France Retail):
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.
● unsecured bonds amounting to €2,287 million, of which
€400 million in high-yield bonds maturing in January
2026 and €525 million in high-yield bonds maturing
in April 2027;
At 31 December 2022, the Company had total assets of
€17,190 million and equity of €7,749 million.
Non-current assets amounted to €16,378 million, mainly
corresponding to long-term investments.
Total liabilities stood at €8,059 million, versus €8,563 million
at 31 December 2021. A breakdown of loans and other
borrowings as well as net debt is provided in Note 13 to
the parent company financial statements.
● a term loan (“Term Loan B”) for €1,425 million, maturing
in August 2025.
Casino, Guichard-Perrachon may also raise financing through
the Negotiable European Commercial Paper programme
(NEU CP). Amounts outstanding under this programme
totalled €59 million at 31 December 2022. These issues are
made under a programme capped at €2,000 million, with
the availability of funds depending on market conditions
and investor appetite. These issues are not subject to any
covenants.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
As required by Article L. 441-14 of the French Commercial Code (Code de commerce), the following table sets out
supplier and customer payment terms:
Article D. 441 I-1: Invoices received and due
but not yet settled at the year-end
Article D. 441 I-2: Invoices issued and due
but not yet settled at the year-end
1 to 30
days
31 to
60 days
61 to
90 days
0 day
Total (1
day or
more) 0 day
91+
days
1 to 30
days
31 to
60 days
61 to
90 days
Total (1
day or
more)
91+
days
(A) Overdue invoices by period
Number of invoices
concerned
Total value including
taxes of the invoices
concerned
Percentage of total
purchases excluding
taxes for the year
Percentage of net sales
(excluding taxes) for
the year
Total
o/w Group
o/w non-Group
Total
o/w Group
o/w non-Group
Total
o/w Group
o/w non-Group
Total
o/w Group
o/w non-Group
0
0
0
0
0
0
0%
0%
0%
0
0
0
0
0
0
130
4
126
1,150
49
1,101
1
0
1
0%
2%
0% 0%
0% 2%
827
49
779
2%
0%
2%
67
0
67
0%
0%
0%
255
0
255
1%
0%
1%
98
87
11
612
612
0
169
169
0
117
117
0
791
1,690
777
1,676
14
14
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
65%
66%
1%
1%
0% 64% 64%
(B) Invoices excluded from (A) because they are disputed or not recognised in the financial statements
Number of invoices
excluded
Total value including
taxes of the invoices
excluded
Total
o/w Group
o/w non-Group
Total
o/w Group
o/w non-Group
0
0
0
0
0
0
10
7
3
2,418
2,402
16
(C) Benchmark contractual or statutory payment terms used – Article L. 441-6 or L. 443-1 of the French Commercial Code
Payment terms used to determine
overdue invoices
Statutory: 60 days
from invoice date
Contractual: quarterly invoicing
with advance payment
In 2022, the Company reported an operating profit of
€14 million, versus €17 million in 2021.
Net financial expense came in at €89 million, versus net
financial expense of €710 million in 2021. The improvement
in 2022 is mainly due to the €804-million year-on-year
decrease in impairment of investments in subsidiaries and
associates (impairment losses on Casino Finance and Geimex
shares for €182 million and €69 million respectively in
2022, compared with an impairment loss on Casino France
Distribution shares for €1,042 million in 2021).
The recurring loss before tax came in at €75 million, versus
€694 million the previous year.
Non-recurring expense amounted to €65 million, versus
€51 million in 2021.
The expense in 2022 mainly comprised:
● costs relating to the continued implementation of the
Group disposal plan for €25 million, mainly concerning
the disposal of GreenYellow;
● costs relating to litigation and measures to defend the
Group’s interests for €22 million;
● restructuring costs for €12 million;
● costs relating to development and Group strategic
operations for €11 million.
The loss before tax was €140 million, versus €745 million
in 2021.
The net loss for the year came to €62 million, versus
€675 million in 2021.
60
2.4.3. NON-DEDUCTIBLE EXPENSES
In accordance with the disclosures required by Article 223
quater of the French General Tax Code (Code général des
impôts), the 2022 parent company financial statements
include an amount of €29,625 corresponding to
non-deductible depreciation recognised against passenger
vehicles pursuant to paragraph 4 of Article 39 of the French
General Tax Code. Tax in respect of said expenses and
charges amounted to €7,650.
2.5. SUBSIDIARIES AND ASSOCIATES
The business performance of the main subsidiaries and
controlled companies is described on pages 47 to 54.
Information on Casino, Guichard-Perrachon’s subsidiaries
and associates is provided on pages 212 and 213.
A list of consolidated companies is provided on pages
177 to 179.
2.5.1. INVESTMENTS MADE AND CONTROL ACQUIRED IN 2022
Casino, Guichard-Perrachon did not acquire any direct
interests or direct control in other entities in 2022. The
indirect control acquired as a result of company formations,
acquisitions and merger-related asset transfers in France
in 2022 were as follows:
Casino Participations France group
Auxo Achats Non-Marchands (50%), Bankin’ (81.75%(1)),
Forecas 4 (100%) and Forecas 5 (100%).
Lugh sub-group
Lugh Financial Services (100%).
Distribution Casino France group
Augustine (100%), Cadis S.A.S. (100%), Holding Grand Est
(100%) and Ibaa Distribution (100%).
Codim 2 sub-group
Ajaccio Impérial (100%).
Franprix-Leader Price Holding sub-group
B.E.R (100%), B.N.E (100%), Chauchat Distribution (72.50%),
Expansion Mag Proximité (72.50%), JS (100%), MK Alma
(51%), MK Distribution (51%), MK Levis (51%), MK Mouchotte
(51%), Operascribe Distribution (72.50%), Placidis (72.50%),
Richardis (72.50%) and Sup de Valles (100%).
Grand Est Holding sub-group
Grand Est Aix (100%), Grand Est Charleville (100%), Grand
Est Chaumont (100%), Grand Est Dombasle (100%), Grand
Est Fontenay (100%), Grand Est Gray (100%), Grand Est Is
(100%), Grand Est Montbard (100%), Grand Est Montmirail
(100%), Grand Est Mouzon (100%), Grand Est Provins
(100%), Grand Est Saint Dizier (100%), Grand Est Saint
Mard (100%) and Grand Est Souppes (100%).
Monoprix group
O’Logistics (50%).
2.5.2. SHAREHOLDER AGREEMENTS
Only one significant shareholder agreement is worthy of
note, that concerning the Grupo Disco del Uruguay S.A.
sub-group, in which Almacenes Éxito indirectly holds 75%
of the voting rights by virtue of an agreement signed on
18 August 2021 with the founding families.
(1) A company wholly owned by Casino, Guichard-Perrachon.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.5.3. PLEDGED ASSETS
Assets pledged by the Company or companies in the Group
do not represent a material percentage of the Group’s
assets (1% of non-current assets or €138 million). The
amount of €138 million does not include the guarantees
given in connection with the Group’s financing transaction
in November 2019 (see Note 11.5.4 to the consolidated
financial statements).
2.5.4. RELATED-PARTY TRANSACTIONS
The Company maintains normal relations with all of its
subsidiaries in its day-to-day management of the Group,
as described on page 59.
Due to the Group’s legal and operational organisation
structure, all or some of the Group companies may also
engage in business relations or provide services to each
other.
The Company also receives strategic support from Euris, the
ultimate holding company, which is chaired by its majority
shareholder Jean-Charles Naouri. Euris provides strategy and
development consultancy services on a permanent basis
under an agreement signed in 2003 and the amendments
thereto. The annual amount paid by the Company for these
services in 2022 was €850,000 excluding taxes, versus
€790,000 excluding taxes in 2021.
In accordance with the provisions of Article L. 225-40-1
of the French Commercial Code, the Board of Directors
has reviewed the agreements entered into and authorised
in previous years which remained in force during the
past financial year, and concluded that they required no
particular observations.
No agreements were entered into in 2022, directly or
through an intermediary, between a Company subsidiary
and (i) the Chief Executive Officer, (ii) a Director or (iii) a
shareholder holding more than 10% of the Company’s
voting rights, other than those pertaining to ordinary
business operations and concluded under arms’ length
terms.
Detailed information on related-party transactions is
provided in Notes 3.3.6 and 14 to the consolidated financial
statements (see Chapter 2, section 2.6 of this document).
To strengthen the Company’s good governance practices
specifically concerning related-party agreements, in
February 2015 the Board of Directors introduced a formal
internal review procedure to be led by the Audit Committee
or by a special-purpose committee concerning certain
agreements and transactions between the Company or one
of its wholly-owned subsidiaries, on the one hand, and a
related party on the other. The procedure, which concerns
related-party agreements in particular, aims to guarantee
balanced related-party transactions and thereby protect
minority interests. Further details are provided in the section
“Prior review of agreements between related parties by the
Audit Committee”, on page 454 of this document.
Further to changes in the legal provisions governing
related-party agreements pursuant to the Pacte Law of
22 May 2019 (Article L. 22-10-12, paragraph 2 of the French
Commercial Code), at its meeting of 12 December 2019
the Board of Directors, on the unanimous recommendation
of the Governance and Social Responsibility Committee,
tasked the Audit Committee with regularly reviewing the
“arm’s length” agreements entered into by the Company, and
also approved, on the Audit Committee’s recommendation,
the terms of the dedicated charter on identifying and
reviewing arm’s length agreements. This charter sets out
the methodology to be used to classify agreements into
arm’s length and related-party agreements referred to in
Article L. 225-38 of the French Commercial Code. Further
details are provided in the section "Regular review by the
Audit Committee of arm’s length agreements entered into
by the Company pursuant to Article L. 22-10-12, second
paragraph, of the French Commercial Code", on page 454
to 456 of this document.
62
2.6. CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.6.1. STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED
FINANCIAL STATEMENTS
Year ended 31 December 2022
This is a translation into English of the Statutory Auditors’
report on the consolidated financial statements of the
Company issued in French and it is provided solely for
the convenience of English-speaking users. This Statutory
Auditors’ report includes information required by European
regulations and French law, such as information about
the appointment of the Statutory Auditors or verification
of the information concerning the Group presented in the
management report and other documents provided to
shareholders. This report should be read in conjunction
with, and construed in accordance with, French law and
professional auditing standards applicable in France.
To the Annual General Meeting of Casino, Guichard-Perrachon,
Our responsibilities under those standards are further
described in the “Statutory Auditors’ Responsibilities for the
Audit of the Consolidated Financial Statements” section
of our report.
Independence
We conducted our audit engagement in compliance with
independence requirements of the French Commercial
Code (Code de commerce) and the French Code of Ethics
( Code de déontologie) for Statutory Auditors, for the
period from 1 January 2022 to the date of our report, and
specifically we did not provide any prohibited non-audit
services referred to in Article 5(1) of Regulation (EU)
No 537/2014.
Justifi cation of Assessments -
Key Audit Matters
In accordance with the requirements of Articles L.823-9
and R.823-7 of the French Commercial Code (Code de
commerce) relating to the justification of our assessments,
we inform you of the key audit matters relating to risks of
material misstatement that, in our professional judgement,
were of most significance in our audit of the consolidated
financial statements of the current period, as well as how
we addressed those risks.
These matters were addressed in the context of our audit
of the consolidated financial statements as a whole and in
forming our opinion thereon. We do not provide a separate
opinion on specific items of the consolidated financial
statements.
Opinion
In compliance with the engagement entrusted to us
by your Annual general meeting, we have audited the
accompanying consolidated financial statements of Casino,
Guichard-Perrachon for the year ended 31 December 2022.
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 31 December 2022
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.
The audit opinion expressed above is consistent with our
report to the Audit Committee.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Goodwill impairment tests
Risk identified
Our response
See Notes 3 “Scope of consolidation”, 10.1 “Goodwill” and 10.5 “Impairment of non-current assets” to the consolidated
financial statements
As at December 31, 2022, the net carrying value
of goodwill recorded in the consolidated statement
of financial position amounts to €6,933 million,
i.e. approximately 21.9% of total consolidated assets.
In respect of the valuation of these assets, the Group
performs goodwill impairment tests at least once a year
and whenever an indication of impairment is identified,
according to the methods described in Notes 10.1 and 10.5
to the consolidated financial statements.
We considered the assessment of values in use
to determine the recoverable value of goodwill to be a key
audit matter due to:
We assessed the compliance of the methodology
implemented by the Group with the applicable
accounting standards.
We also assessed the main estimates underlying
the assessment of value in use when it is determined
based on discounted future cash flows, in particular:
§ the consistency of cash flow projections with
the medium-term budgets and plans prepared under
the responsibility of the Board of Directors, as well
as the consistency of revenue and EBITDA forecasts
with the Group’s historical performance, in the
economic context in which the Group operates:
§ the materiality of goodwill in the consolidated financial
§ the methods and parameters used to determine
statements;
§ the importance of the estimates underlying the
calculation of their value in use, including revenue
and EBITDA forecasts, discount rates and the perpetual
growth rates used to determine the terminal value;
§ the sensitivity of certain assumptions on which the
assessment of these values in use are based.
the discount rates and perpetual growth rates applied
to estimated cash flows. With the assistance of our
valuation specialists, we recalculated the discount
rates based on the latest available market data
and compared the results with (i) the rates used
by the Group and (ii) the rates for several players
operating in the same business sector as the Group;
§ the sensitivity scenarios adopted by the Group,
for which we verified the arithmetical accuracy.
Finally, we also assessed the appropriateness of the
disclosures in the notes to the consolidated financial
statements, in particular those relating to sensitivity
analyses.
Compliance with bank ratios relating to the “RCF” syndicated corporate loan facility
Risk identified
Our response
See Notes 2 “Significant events of the year” and 11.5 “Financial risk management objectives and policies”
to the consolidated financial statements
Certain bonds and bank financing require the Company
and certain French subsidiaries to comply with “bank
covenants”, as stated in Note 11.5.4. “Liquidity risk” to the
consolidated financial statements.
Non-compliance with the bank covenants could result
in the immediate repayment of all or part of the financing
concerned, some of which is also subject to cross-default
clauses.
We considered compliance with bank ratios under
the “RCF” corporate loan facility to be a key audit matter
in view of the amount of the authorized credit line,
which is €2,051 million. Any non-compliance with the
bank ratios could have an impact on the availability
of this credit line and consequently, due to the existence
of cross-default clauses as described in the notes
to the consolidated financial statements, on the
current/non-current presentation of financial liabilities
in the consolidated financial statements, the Group’s
liquidity position and, if relevant, the Company’s ability
to continue as a going concern.
As part of our audit work, we:
§ gained an understanding of the internal control
procedures relating to the monitoring of the Group’s
liquidity and net financial debt, including the processes
for (i) establishing cash flow forecasts, (ii) monitoring net
financial debt and (iii) calculating ratios and monitoring
compliance with bank covenants;
§ analyzed the contractual bank documentation relating
to the “RCF” syndicated corporate loan facility;
§ reconciled the methods adopted to determine the
aggregates used to monitor the covenants of the “RCF”
corporate loan facility as implemented by the Company:
“secured gross debt”, “EBITDA” and “cost of net financial
debt”, with their contractual definition;
§ assessed the assumptions used by the Company
to establish projections for the calculation of financial
ratios for the next quarterly milestones over the
forthcoming 12 months,
§ assessed the appropriateness of the disclosures
in the notes to the consolidated financial statements.
64
Valuation of rebates to be received from suppliers at year-end
Risk identified
Our response
See Notes 6.2 “Cost of goods sold” and 6.8 “Other current assets” to the consolidated financial statements
In respect of its retail activities, the Group receives
rebates from its suppliers in the form of discounts
and commercial cooperation fees.
These rebates, generally paid on the basis of a percentage
defined contractually according to purchase volumes and
applied to purchases made from suppliers, are deducted
from cost of goods sold.
Considering the material impact of these rebates,
the large number of contracts involved and the need
for the Group to estimate the amount of rebate for each
supplier, we considered the valuation of rebates to be
received from suppliers at year-end to be a key audit
matter for the Distribution Casino France, Monoprix,
Franprix, C Discount and Éxito brands.
As part of our audit work, we:
§ gained an understanding of the internal control
environment relating to the process of monitoring these
rebates in the Distribution Casino France, Monoprix,
Franprix, C Discount and Éxito brands;
§ assessed the key controls implemented by the Group
relating to the determination of the purchase volumes
concerned by the rebates, and the application
of contractual commercial terms: we assessed their
design and tested their operational effectiveness
on a sampling basis;
§ reconciled, for a sample of contracts, the rates used
to assess the rebates with the commercial terms
indicated in the contracts signed with suppliers;
§ assessed, for a sample of contracts and by comparison
with the annual purchase amounts confirmed by the
suppliers and those recorded in information systems,
the year-end purchase volumes used by the Group
to assess the amount of rebates to be received
by product family for each supplier;
§ assessed the settlement of accrued invoices booked
as at 31 December 2021, compared to amounts received
in 2022; and
§ assessed the information available to date relating
to the settlement of accrued invoices booked as at
31 December 2022, compared to amounts received
in early 2023.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Valuation of tax credits (ICMS and PIS/COFINS) and contingent tax liabilities
at GPA and Sendas
Risk identified
Our response
See Notes 5.1 “Key indicators by reportable segment”, 6.8 “Other current assets”, 6.9.1 “Analysis of other non-current
assets” and 13.3 “Contingent assets and liabilities” to the consolidated financial statements
Within the scope of its retail activities at GPA and Sendas,
the Group recognizes ICMS and PIS/COFINS tax credits.
As at 31 December 2022, the recorded ICMS tax credits
amount to €366 million and the PIS/COFINS tax credits
to €504 million.
These tax credits were recognized insofar as GPA
and Sendas consider their recoverability to be probable.
In Brazil, GPA and Sendas are also involved in various
administrative and legal proceedings, arising notably
from tax claims filed by the Brazilian tax authorities.
A portion of these tax risks, estimated at €2,471 million,
were classified as contingent liabilities and no provisions
were recognized at 31 December 2022, as stated
in Note 13.3 to the consolidated financial statements.
We familiarized ourselves with the procedures put
in place by the Group to identify and assess tax credits
and tax risks in the Brazilian subsidiaries (identification
of credits and risks, credit recovery plan, documentation
of risk assessment, use of external experts). As part of this
procedure, we also interviewed the various individuals
who hold responsibilities in the GPA and Sendas
organization to identify and gain an understanding
of the tax credits and existing disputes, as well as the
judgements relating thereto.
Concerning the ICMS and PIS/COFINS tax credits, with
the assistance of our Brazilian indirect tax specialists:
§ we analyzed the internal control environment relating
to the processes implemented to monitor the tax
credits and ensure their recoverability. We assessed
the design of the related key controls and tested their
operating effectiveness, including controls over the
projections prepared by Management which support
the assessment of tax credit recoverability;
§ we tested the material assumptions used by
Management in its assessment of the recoverability
of these tax credits and tested the accuracy of the
underlying data;
§ we assessed the application of tax laws and special
tax regimes used in the assessment of tax credit
recoverability;
§ we tested the data used by Management to determine
the amounts of tax credits recorded;
§ we assessed the appropriateness of the disclosures in
Notes 5.1, 6.8, 6.9.1 and 13.3 to the consolidated financial
statements.
66
Valuation of tax credits (ICMS and PIS/COFINS) and contingent tax liabilities
at GPA and Sendas (continued)
Risk identified
Our response
See Notes 5.1 “Key indicators by reportable segment”, 6.8 “Other current assets”, 6.9.1 “Analysis of other non-current
assets” and 13.3 “Contingent assets and liabilities” to the consolidated financial statements (continued)
We considered the recoverability of tax credits and the
assessment of contingent tax liabilities in Brazil to be
key audit matters due to (i) the materiality of the tax
credits receivable and contingent tax liabilities in the
consolidated financial statements for the year ended
31 December 2022, (ii) the complexity of Brazilian tax
legislation and (iii) the use of judgements and estimates
as part of the assessment of tax credits and contingent
tax liabilities.
Concerning contingent liabilities, with the assistance
of our Brazilian tax specialist, we:
§ gained an understanding of the internal control
environment relating to the process of identifying,
monitoring and estimating the level of risk associated
with the various disputes, assessed the design of
the related key controls and tested their operational
effectiveness, in particular controls relating to the
assumptions and technical bases of the tax positions
used to assess loss probabilities, as well as those relating
to the assessment and presentation of the amounts
associated with contingent tax liabilities.
§ evaluated the assessment made by GPA and Sendas
Management of the probability and estimation of losses
for a sample of material contingent tax liabilities:
- gained an understanding of the judgements made
by GPA and Sendas Management, the technical bases
and documentation used by Management to assess risk,
including analyses of tax opinions or other tax advice
obtained from GPA and Sendas’ external legal and tax
advisors;
- inspection and assessment of the responses to external
confirmations sent to GPA and Sendas’ principal legal
and tax advisors;
- review of Management’s estimates based on the
knowledge and experience of our tax experts in Brazil,
regarding the application of tax laws and changes
in the regulatory and tax environments.
§ analyzed the underlying assumptions and data and
the accuracy of the calculation of the amounts related
to the contingent tax liabilities presented; and
§ assessed the appropriateness of the disclosures
in Note 13.3 to the consolidated financial statements.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Specifi c verifi cations
We have also performed, in accordance with professional
standards applicable in France, the specific verifications
required by laws and regulations of the Group’s information
given in the management report of the Board of Directors.
We have no matters to report as to its fair presentation and
its consistency with the consolidated financial statements.
We attest that the consolidated non-financial performance
statement required by Article 225-102-1 of the French
Commercial Code (Code de commerce) is included in
the Group’s management report, and highlight that, in
accordance with Article 823-10 of this Code, we have
verified neither the fair presentation nor the consistency with
the consolidated financial statements of the information
contained therein and this information must be reported
by an independent third party.
Other information or verifi cations
required by legal and regulatory texts
Format of presentation of the consolidated
financial statements intended to be
included in the annual financial report
We have also verified, in accordance with the professional
standard applicable in France relating to the procedures
performed by statutory auditors relating to the annual
and consolidated financial statements presented in the
European single electronic format, that the presentation
of the consolidated financial statements intended to be
included in the annual financial report mentioned in
Article L. 451-1-2, I of the French Monetary and Financial
Code ( Code monétaire et financier), prepared under
the responsibility of the Chairman and Chief Executive
Officer, complies with the single electronic format defined
in the European Delegated Regulation No 2019/815 of
17 December 2018. As it relates to consolidated financial
statements, our work includes verifying that the tagging of
these consolidated financial statements complies with the
format defined in the above delegated regulation.
Based on the work we have performed, we conclude that
the presentation of the consolidated financial statements
intended to be included in the annual financial report
complies, in all material respects, with the European single
electronic format.
Due to the technical limits inherent in the macro-tagging
of consolidated financial statements in accordance with
the European single electronic format, it is possible that
the content of certain tags in the notes to the consolidated
financial statements are not presented in an identical
manner to the accompanying consolidated financial
statements.
We have no responsibility to verify that the consolidated
financial statements that will ultimately be included by
your Company in the annual financial report filed with
the AMF are in agreement with those on which we have
performed our work.
Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Casino,
Guichard-Perrachon by the Annual General Meetings
held on 29 April 2010 for Deloitte & Associés and on
10 May 2022 for KPMG S.A.
As of 31 December 2022, Deloitte & Associés was in its
thirteenth year of uninterrupted engagement and KPMG
S.A. in its first year.
Responsibilities of Management
and Those Charged with Governance
for the Consolidated Financial
Statements
Management is responsible for the preparation and fair
presentation of the consolidated financial statements in
accordance with International Financial Reporting Standards
as adopted by the European Union, and for such internal
control as Management determines is necessary to enable
the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud
or error.
In preparing the consolidated financial statements,
Management is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, if applicable,
matters related to going concern and using the going
concern basis of accounting unless Management either
intends to liquidate the Company or cease operations.
The Audit Committee is responsible for monitoring the
financial reporting process and the effectiveness of
internal control and risk management systems and, where
applicable, its internal audit, regarding the accounting and
financial reporting procedures.
The consolidated financial statements were approved by
the Board of Directors.
Statutory Auditors’ Responsibilities
for the Audit of the Consolidated
Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial
statements. Our objective is to obtain reasonable assurance
about whether the consolidated financial statements as a
whole are free from material misstatement. Reasonable
assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with professional
standards will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
68
As specified in Article L. 823-10-1 of the French Commercial
Code (Code de commerce), our statutory audit does not
include assurance on the viability of the Company or the
quality of management of the affairs of the Company.
● evaluates the overall presentation of the consolidated
financial statements and assesses whether these statements
represent the underlying transactions and events in a
manner that achieves fair presentation;
As part of an audit conducted in accordance with
professional standards applicable in France, the Statutory
Auditor exercises professional judgement throughout the
audit and furthermore:
● identifies and assesses the risks of material misstatement
of the consolidated financial statements, whether due
to fraud or error, designs and performs audit procedures
responsive to those risks, and obtains audit evidence
considered to be sufficient and appropriate to provide a
basis for his opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal control;
● obtains an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness
of the internal control;
● evaluates the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by Management in the
consolidated financial statements;
● assesses the appropriateness of management’s use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going
concern. This assessment is based on the audit evidence
obtained up to the date of his audit report. However, future
events or conditions may cause the Company to cease
to continue as a going concern. If the Statutory Auditor
concludes that a material uncertainty exists, there is a
requirement to draw attention in the audit report to the
related disclosures in the consolidated financial statements
or, if such disclosures are not provided or inadequate, to
modify the opinion expressed therein;
● obtains sufficient appropriate audit evidence regarding the
financial information of the entities or business activities
within the Group to express an opinion on the consolidated
financial statements. The Statutory Auditor is responsible
for the direction, supervision and performance of the
audit of the consolidated financial statements and for
the opinion expressed on these consolidated financial
statements.
Report to the Audit Committee
We submit a report to the Audit Committee which includes
in particular a description of the scope of the audit and
the audit programme implemented, as well as the results
of our audit. We also report, if any, significant deficiencies
in internal control regarding the accounting and financial
reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of
material misstatement that, in our professional judgement,
were of most significance in the audit of the consolidated
financial statements of the current period and which are
therefore the key audit matters that we are required to
describe in this audit report.
We also provide the Audit Committee with the declaration
provided for in Article 6 of Regulation (EU) No. 537/2014,
confirming our independence within the meaning of
the rules applicable in France as set out in particular in
Articles L. 822-10 to L. 822-14 of the French Commercial
Code (Code de commerce) and in the French Code of
Ethics (Code de déontologie) for Statutory Auditors.
Where appropriate, we discuss with the Audit Committee
the risks that may reasonably be thought to bear on our
independence, and the related safeguards.
Paris-La Défense, 20 March 2023
The Statutory Auditors
DELOITTE & ASSOCIES
KPMG S.A.
Stéphane Rimbeuf
Patrice Choquet
Eric Ropert
Rémi Vinit Dunand
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.6.2. CONSOLIDATED FINANCIAL STATEMENTS
2.6.2.1. Consolidated income statement
(€ millions)
Continuing operations
Net sales
Other revenue
Total revenue
Cost of goods sold
Gross margin
Selling expenses
General and administrative expenses
Trading profi t
As a % of net sales
Other operating income
Other operating expenses
Operating profi t
As a % of net sales
Income from cash and cash equivalents
Finance costs
Net finance costs
Other financial income
Other financial expenses
Profi t (loss) before tax
As a % of net sales
Income tax benefit (expense)
Share of profit of equity-accounted investees
Net profi t (loss) from continuing operations
As a % of net sales
Attributable to owners of the parent
Attributable to non-controlling interests
Discontinued operations
Net profi t (loss) from discontinued operations
Attributable to owners of the parent
Attributable to non-controlling interests
Continuing and discontinued operations
Consolidated net profi t (loss)
Attributable to owners of the parent
Attributable to non-controlling interests
(1) Previously published comparative information has been restated (Note 1.3).
70
Notes
2022 2021 (restated)(1)
5/6.1
6.1
6.1
6.2
6.2
6.3
6.3
5.1
6.5
6.5
11.3.1
11.3.1
11.3.1
11.3.2
11.3.2
9.1
3.3.3
3.5.2
3.5.2
3.5.2
12.8
33,610
394
34,004
(26,109)
7,895
(5,366)
(1,413)
1,117
3.3%
764
(1,275)
605
1.8%
61
(642)
(581)
300
(658)
(334)
-1.0%
9
10
(314)
-0.9%
(279)
(35)
(31)
(37)
6
(345)
(316)
(29)
30,549
504
31,053
( 23,436)
7,617
(5,122)
(1,308)
1,186
3.9%
349
(1,005)
530
1.7 %
27
(449)
(422)
116
(507)
(283)
-0.9%
86
49
(147)
-0.5%
(280)
132
(255)
(254)
(1)
(402)
(534)
132
Earnings per share
(€)
From continuing operations, attributable
to owners of the parent
§ basic
§ diluted
From continuing and discontinued operations,
attributable to owners of the parent
§ basic
§ diluted
Notes
12.10.2
12.10.2
(1) Previously published comparative information has been restated (Note 1.3).
2.6.2.2. Consolidated statement of comprehensive income
(€ millions)
Consolidated net profi t (loss)
Items that may be subsequently reclassified to profit or loss
Cash flow hedges and cash flow hedge reserve(2)
Foreign currency translation adjustments(3)
Debt instruments at fair value through other comprehensive income (OCI)
Share of items of equity-accounted investees that may be subsequently
reclassified to profit or loss
Income tax effects
Items that will never be reclassified to profit or loss
Equity instruments at fair value through other comprehensive income
Actuarial gains and losses
Share of items of equity-accounted investees that will never be subsequently
reclassified to profit or loss
Income tax effects
Other comprehensive income (loss) for the year, net of tax
Total comprehensive income (loss) for the year, net of tax
Attributable to owners of the parent
Attributable to non-controlling interests
2022 2021 (restated)(1)
(3.02)
(3.02)
(3.36)
(3.36)
(2.93)
(2.93)
(5.29)
(5.29)
2022 2021 (restated)(1)
(345)
203
9
194
(1)
2
(1)
5
(30)
46
-
(11)
208
(138)
(237)
99
(402)
(84)
38
(108)
(1)
(3)
(10)
2
-
2
-
-
(82)
(484)
(533)
49
(1) Previously published comparative information has been restated (Note 1.3).
(2) The change in the cash flow hedge reserve was not material in either 2022 or 2021.
(3) The €194 million positive net translation adjustment in 2022 arose primarily from the appreciation of the Brazilian real for €299 million,
partially offset by the depreciation of the Colombian peso for €123 million. In 2021, the €108 million negative net translation adjustment
arose primarily from the depreciation of the Colombian peso for €124 million.
Changes in other comprehensive income are presented in Note 12.7.2.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.6.2.3. Consolidated statement of fi nancial position
Assets
(€ millions)
Goodwill
Intangible assets
Property, plant and equipment
Investment property
Right-of-use assets
Investments in equity-accounted investees
Other non-current assets
Deferred tax assets
Total non-current assets
Inventories
Trade receivables
Other current assets
Current tax assets
Cash and cash equivalents
Assets held for sale
Total current assets
TOTAL ASSETS
Notes
31 December
2022
31 December
2021 (restated)(1)
1 January 2021
(restated)(1)
10.1
10.2
10.3
10.4
7.1.1
3.3.3
6.9
9.2.1
6.6
6.7
6.8
11.1
3.5.1
6,933
2,065
5,319
403
4,889
382
1,301
1,490
22,781
3,640
854
1,636
174
2,504
110
8,917
31,698
6,667
2,006
4,641
411
4,748
201
1,183
1,195
21,053
3,214
772
2,033
196
2,283
973
9,470
30,523
6,656
2,048
4,279
428
4,888
191
1,217
1,022
20,728
3,209
941
1,770
167
2,744
932
9,763
30,491
(1) Previously published comparative information has been restated (Note 1.3).
72
Equity and liabilities
(€ millions)
Share capital
Additional paid-in capital, treasury shares, retained
earnings and consolidated net profit (loss)
Equity attributable to owners of the parent
Non-controlling interests
Total equity
Non-current provisions for employee benefits
Other non-current provisions
Non-current borrowings and debt, gross
Non-current lease liabilities
Non-current put options granted to owners
of non-controlling interests
Other non-current liabilities
Deferred tax liabilities
Total non-current liabilities
Current provisions for employee benefits
Other current provisions
Trade payables
Current borrowings and debt, gross
Current lease liabilities
Current put options granted to owners
of non-controlling interests
Current tax liabilities
Other current liabilities
Liabilities associated with assets held for sale
Total current liabilities
TOTAL EQUITY AND LIABILITIES
Notes
12.2
12.8
12
8.2
13.1
11.2
7.1.1
3.4.1
6.10
9.2.2
8.2
13.1
11.2
7.1.1
3.4.1
6.10
3.5.1
31 December
2022
31 December
2021 (restated)(1)
1 January 2021
(restated)(1)
166
2,625
2,791
2,947
5,738
216
515
7,377
4,447
32
309
503
166
2,577
2,742
2,880
5,622
273
376
7,461
4,174
61
225
405
166
3,135
3,301
2,855
6,155
289
374
6,701
4,281
45
201
508
13,398
12,975
12,398
13
229
6,522
1,827
743
129
19
3,069
12
12,563
31,698
12
216
6,099
1,369
718
133
8
3,196
175
11,926
30,523
12
189
6,190
1,355
705
119
98
3,059
210
11,937
30,491
(1) Previously published comparative information has been restated (Note 1.3).
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.6.2.4. Consolidated statement of cash fl ows
(€ millions)
Notes
2022 2021 (restated)(1)
Profit (loss) before tax from continuing operations
Profit (loss) before tax from discontinued operations
Consolidated profi t (loss) before tax
Depreciation and amortisation
Provision and impairment expense
Losses (gains) arising from changes in fair value
Expenses (income) on share-based payment plans
Other non-cash items
(Gains) losses on disposals of non-current assets
(Gains) losses due to changes in percentage ownership
of subsidiaries resulting in acquisition/loss of control
3.5.2
6.4
4.1
11.3.2
8.3.1
4.4
Dividends received from equity-accounted investees
3.3.1/3.3.2
Net finance costs
Interest paid on leases, net
No-drawdown credit lines costs, non-recourse factoring
and associated transaction costs
Disposal gains and losses and adjustments related
to discontinued operations
Net cash from operating activities before change in working capital,
net fi nance costs and income tax
Income tax paid
Change in operating working capital
Income tax paid and change in operating working capital:
discontinued operations
Net cash from operating activities
of which continuing operations
Cash outflows related to acquisitions of:
§ Property, plant and equipment, intangible assets and investment
property
§ Non-current financial assets
Cash inflows related to disposals of:
§ Property, plant and equipment, intangible assets and investment
property
§ Non-current financial assets
Effect of changes in scope of consolidation resulting in acquisition
or loss of control
Effect of changes in scope of consolidation related to equity-accounted
investees
Change in loans and advances granted
Net cash from (used in) investing activities of discontinued operations
11.3.1
11.3.2
11.3.2
4.2
4.3
4.11
4.4
4.11
4.5
4.6
(334)
(29)
(363)
1,391
398
(2)
13
(119)
(81)
(386)
11
581
343
108
(7)
1,888
(139)
(475)
(119)
1,155
1,310
(1,651)
(232)
467
712
587
280
(12)
(42)
(283)
(330)
(613)
1,329
299
(5)
14
(47)
(128)
20
17
422
313
88
114
1,824
(184)
(24)
(97)
1,519
1,832
(1,122)
(174)
156
163
(15)
1
(30)
(81)
74
(€ millions)
Notes
2022 2021 (restated)(1)
Net cash from (used in) investing activities
of which continuing operations
Dividends paid:
§ to owners of the parent
§ to non-controlling interests
§ to holders of deeply-subordinated perpetual bonds
Increase (decrease) in the parent's share capital
Transactions between the Group and owners of non-controlling interests
(Purchases) sales of treasury shares
Additions to loans and borrowings
Repayments of loans and borrowings
Repayments of lease liabilities
Interest paid, net
Other repayments
Net cash used in financing activities of discontinued operations
Net cash used in fi nancing activities
of which continuing operations
Effect of changes in exchange rates on cash and cash equivalents
of continuing operations
Effect of changes in exchange rates on cash and cash equivalents
of discontinued operations
CHANGE IN CASH AND CASH EQUIVALENTS
Net cash and cash equivalents at beginning of year
§ of which net cash and cash equivalents of continuing operations
§ of which net cash and cash equivalents of discontinued operations
Net cash and cash equivalents at end of year
12.9
4.7
12.9
4.8
12.4
4.9
4.9
4.10
4.9
11.1
§ of which net cash and cash equivalents of continuing operations
11.1
§ of which net cash and cash equivalents of discontinued operations
(1) Previously published comparative information has been restated (Note 1.3).
108
150
-
(66)
(42)
-
442
-
1,973
(1,984)
(602)
(985)
(49)
(3)
(1,317)
(1,314)
97
-
43
2,223
2,224
(1)
2,265
2,265
-
(1,101)
(1,020)
-
(102)
(35)
-
15
-
4,203
(3,514)
(623)
(752)
(30)
(10)
(848)
(838)
(22)
-
(452)
2,675
2,675
(1)
2,223
2,224
(1)
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.6.2.5. Consolidated statement of changes in equity
(€ millions)
(before allocation of profit)
AT 1 JANUARY 2021 (REPORTED)
Effect of applying IFRS IC agenda decision on Costs in a Cloud
Computing Arrangement (Note 1.3)
AT 1 JANUARY 2021 (RESTATED)(*)
Other comprehensive income (loss) for the year (restated)(*)
Net profit (loss) for the year (restated)(*)
Consolidated comprehensive income (loss) for the year (restated)(*)
Issue of share capital
Purchases and sales of treasury shares(5)
Dividends paid/payable to shareholders(6)
Dividends paid/payable to holders of deeply-subordinated
perpetual bonds(6)
Share-based payments
Changes in percentage interest resulting in the acquisition/
loss of control of subsidiaries
Changes in percentage interest not resulting in the acquisition/
loss of control of subsidiaries
Other movements(9)
Share capital
Additional
paid-in
capital(1)
Treasury
shares
166
-
166
-
-
-
-
-
-
-
-
-
-
-
3,901
-
3,901
-
-
-
-
-
-
-
-
-
-
-
(22)
-
(22)
-
-
-
-
8
-
-
-
-
-
-
AT 31 DECEMBER 2021 (RESTATED)(*)
166
3,901
(14)
Other comprehensive income (loss) for the year
Net profit (loss) for the year
Consolidated comprehensive income (loss) for the year
Issue of share capital
Purchases and sales of treasury shares(5)
Dividends paid/payable to shareholders(6)
Dividends paid/payable to holders of deeply-subordinated
perpetual bonds(6)
Share-based payments
Changes in percentage interest resulting in the acquisition/
loss of control of subsidiaries(7)
Changes in percentage interest not resulting in the acquisition/
loss of control of subsidiaries(8)
Other movements(9)
AT 31 DECEMBER 2022
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12
-
-
-
-
-
-
166
3,901
(2)
(*) Previously published comparative information has been restated (Note 1.3).
(1) Additional paid-in capital includes (a) premiums on shares issued for cash or for contributions in kind, or in connection with mergers or
acquisitions, and (b) legal reserves.
(2) See Note 12.6.
(3) Attributable to the shareholders of Casino, Guichard-Perrachon.
(4) See Note 12.8.
(5) See Note 12.4 for information about treasury share transactions.
(6) See Note 12.9 for dividends paid and payable to holders of ordinary shares and deeply-subordinated perpetual bonds. Dividends paid and
payable to non-controlling interests during the year primarily concern Uruguay for €20 million, Sendas for €14 million and Éxito for €13 million
(2021: Sendas, GPA and Éxito for €28 million, €11 million and €19 million, respectively).
(7) The €118 million negative impact on the Group’s consolidated equity mainly reflects the loss of control of GreenYellow (Note 3.1.3).
(8) The €348 million impact on the Group’s consolidated equity mainly reflects the disposal of a 10.44% stake in Assaí (Note 3.1.4).
(9) Primarily relating to the remeasurement at Libertad in application of IAS 29 – Financial Reporting in Hyperinflationary Economies.
76
Deeply-subordinated
perpetual bonds
(TSSDI)
Retained earnings
and profit for the
year
Other
reserves(2)
Equity
attributable to owners
of the parent(3)
Non-controlling
interests(4)
Total equity
1,350
-
1,350
-
-
-
-
-
-
-
-
-
-
-
1,350
-
-
-
-
-
-
-
-
-
-
-
1,350
1,000
(3,087)
(8)
992
-
(534)
(534)
-
(8)
-
(36)
8
-
(21)
25
426
-
(316)
(316)
-
(12)
-
(47)
5
22
211
42
331
-
(3,087)
1
-
1
-
-
-
-
-
-
-
-
(3,086)
79
-
79
-
-
-
-
-
-
53
-
(2,955)
3,309
(8)
3,301
1
(534)
(533)
-
-
-
(36)
8
-
(21)
25
2,742
79
(316)
(237)
-
-
-
(47)
5
22
264
42
2,791
2,856
(2)
2,855
(83)
132
49
-
-
(69)
-
12
-
(3)
37
2,880
129
(29)
99
-
-
(53)
-
11
(140)
85
65
6,165
(10)
6,155
(82)
(402)
(484)
-
-
(69)
(36)
20
-
(25)
62
5,622
208
(345)
(138)
-
-
(53)
(47)
15
(118)
348
107
2,947
5,738
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.6.3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Detailed summary of notes to the fi nancial statements
Note 1 Signifi cant accounting policies .....................79
1.1. Accounting standards ...............................................................79
1.2. Basis of preparation and presentation
of the consolidated financial statements....................80
1.3. Changes in accounting methods
and restatement of comparative information ...........81
Note 2 Signifi cant events of the year .........................85
Disposal of GreenYellow...................................................................... 86
Note 3 Scope of consolidation .......................................88
3.1. Transactions affecting the scope
of consolidation in 2022 ..........................................................90
3.2. Transactions affecting the scope
of consolidation in 2021 .............................................................91
Investments in equity-accounted investees ...............92
3.3.
3.4. Commitments related to the scope
of consolidation ............................................................................ 94
3.5. Non-current assets held for sale
and discontinued operations .............................................. 95
Note 4 Additional cash fl ow disclosures ..................97
4.1. Reconciliation of provision expense ................................97
4.2. Reconciliation of changes in working capital
to the statement of financial position ............................97
4.3. Reconciliation of acquisitions
of non-current assets ................................................................. 98
4.4. Reconciliation of disposals
of non-current assets ................................................................. 98
4.5. Effect on cash and cash equivalents
of changes in scope of consolidation
resulting in acquisition or loss of control ..................... 99
4.6. Effect of changes in scope of consolidation
related to equity-accounted investees .......................... 99
4.7. Reconciliation of dividends paid
to non-controlling interests .................................................. 99
4.8. Effect on cash and cash equivalents
of transactions with non-controlling interests ......... 99
4.9. Reconciliation between change in cash
and cash equivalents and change in net debt ......100
4.10. Reconciliation of net interest paid.................................100
4.11. Cash flows in investing activities related
to financial assets ......................................................................100
Note 5 Segment information .........................................101
5.1. Key indicators by reportable segment ........................ 102
5.2. Key indicators by geographic area ................................. 102
Note 6 Activity data..............................................................103
6.1. Total revenue ................................................................................. 103
6.2. Cost of goods sold ..................................................................... 105
6.3. Expenses by nature and function ................................... 106
6.4. Depreciation and amortisation ........................................ 106
6.5. Other operating income and expenses ...................... 107
6.6. Inventories ...................................................................................... 108
6.7. Trade receivables ........................................................................ 109
6.8. Other current assets .................................................................. 110
6.9. Other non-current assets ......................................................... 111
6.10. Other liabilities .............................................................................. 112
6.11. Off-balance sheet commitments ..................................... 113
Note 7 Leases ............................................................................ 114
7.1. Group as lessee .............................................................................. 117
7.2. Group as lessor ..............................................................................119
Note 8 Employee benefi ts expense ........................... 119
8.1. Employee benefits expense ..................................................119
8.2. Provisions for pensions and other
post-employment benefits ...................................................119
8.3. Share-based payments ........................................................... 123
8.4. Gross remuneration and benefits
of the members of the Group Executive
Committee and the Board of Directors .......................126
8.5. Average number of Group employees..........................126
Note 9 Income taxes............................................................ 127
Income taxes .................................................................................. 127
9.1.
9.2. Deferred taxes ...............................................................................129
Note 10 Intangible assets, property,
plant and equipment,
and investment property .........................................130
10.1. Goodwill ........................................................................................... 130
10.2. Other intangible assets ............................................................ 131
10.3. Property, plant and equipment ........................................134
10.4. Investment property .................................................................136
10.5. Impairment of non-current assets
(intangible assets, property, plant
and equipment, investment property
and goodwill) ................................................................................. 137
Note 11 Financial structure and fi nance costs .....140
11.1. Net cash and cash equivalents ..........................................142
11.2. Loans and borrowings .............................................................143
11.3. Net financial income (expense) ......................................... 147
11.4. Fair value of financial instruments ..................................149
11.5. Financial risk management objectives
and policies .....................................................................................153
Note 12 Equity and earnings per share .....................164
12.1. Capital management ...............................................................165
12.2. Share capital ..................................................................................165
12.3. Share equivalents .......................................................................165
12.4. Treasury shares .............................................................................165
12.5. Deeply-subordinated perpetual bonds (TSSDI) .....165
12.6. Breakdown of other reserves ..............................................166
12.7. Other information on additional
paid-in capital, retained earnings and reserves .....166
12.8. Main non-controlling interests ..........................................168
12.9. Dividends......................................................................................... 170
12.10. Earnings per share .................................................................... 170
Note 13 Other provisions ..................................................... 171
13.1. Breakdown of provisions and movements ................ 172
13.2. Breakdown of GPA provisions for claims
and litigation in Brazil.............................................................. 172
13.3. Contingent assets and liabilities ....................................... 173
Note 14 Related-party transactions ............................. 175
Note 15 Subsequent events .............................................. 176
Note 16 Statutory Auditors’ fees .................................... 176
Note 17 Main consolidated companies .................... 177
Note 18 Standards, amendments
and interpretations published
but not yet mandatory ............................................. 180
78
INFORMATION ABOUT THE CASINO,
GUICHARD-PERRACHON GROUP
Casino, Guichard-Perrachon (“the Company”) is a French société anonyme listed in compartment A of Euronext Paris. The
Company and its subsidiaries are hereinafter referred to as “the Group” or “Casino Group”. The Company’s registered office
is at 1, Cours Antoine Guichard, 42008 Saint-Étienne, France.
The consolidated financial statements for the year ended 31 December 2022 reflect the accounting situation of the
Company and its subsidiaries, as well as the Group's interests in associates and joint ventures.
The 2022 consolidated financial statements of Casino, Guichard-Perrachon were approved for publication by the Board
of Directors on 9 March 2023.
NOTE 1 SIGNIFICANT ACCOUNTING POLICIES
1.1.
Accounting standards
P u r s u a n t t o E u r o p e a n C o m m i s s i o n R e g u l a t i o n
No. 1606/2002 of 19 July 2002, the consolidated
financial statements of Casino Group 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
as of the date of approval of the financial statements by the
Board of Directors and applicable at 31 December 2022.
These standards are available on the European Commission’s
website: https://ec.europa.eu/info/business-economy-euro/
company-reporting-and-auditing/company-reporting/
financial-reporting_en.
The accounting policies set out below have been applied
consistently in all periods presented, after taking account
of the new standards, amendments to existing standards
and interpretations listed below.
Standards, amendments to standards, and
interpretations adopted by the European
Union and mandatory for financial years
beginning on or after 1 January 2022
The European Union has adopted the following standards,
amendments and interpretations which must be applied
by the Group for its financial year beginning on 1 January
2022 and do not have a material impact on its consolidated
financial statements:
● Amendments to IFRS 3 – Reference to the Conceptual
Framework
These amendments are mandatorily applicable on a
prospective basis for reporting periods beginning on or
after 1 January 2022.
They update a reference to the Conceptual Framework in
IFRS 3 but do not change the accounting requirements
for business combinations.
● Amendments to IAS 16 – Property, Plant and Equipment
– Proceeds before Intended Use
These amendments are applicable on a retrospective basis
as from 1 January 2022. They cancel the exception to
the general rule set out in IAS 16.17e. The amendments
prevent entities from deducting from the cost of an item
of property, plant and equipment any proceeds produced
while bringing that asset to the location and condition
necessary for it to be capable of operating in the manner
intended by Management. Proceeds from the sale of
such assets must be recognised in the income statement
● Amendments to IAS 37 – Onerous Contracts – Cost of
Fulfilling a Contract
These amendments are applicable on a retrospective
basis as from 1 January 2022. They specify which costs
an entity includes in determining the cost of fulfilling
a contract for the purpose of assessing whether the
contract is onerous. In particular, they specify that the
cost of fulfilling a contract includes both the incremental
costs of fulfilling that contract (for example: direct labour
and material costs) and an allocation of other costs that
relate directly to fulfilling the contract, such as for example
depreciation charged against an item of property, plant
and equipment used to fulfil the contract.
● IFRS Annual Improvements 2018-2020 Cycle
The main standards concerned are:
- IFRS 9: these amendments clarify which fees an entity
includes when it applies the ‘10% test’ in assessing
whether to derecognise a financial liability;
- IFRS 16: these amendments modify illustrative example
13 and eliminate the example dealing with payments
by the lessor in respect of leasehold improvements;
- IFRS 1 and IAS 41: minor amendments were issued to
these standards but are not applicable to the Group.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
IFRS IC agenda decision – Configuration
or Customisation Costs in a Cloud
Computing Arrangement
In April 2021 the IFRS IC issued a decision on accounting
for the costs of configuring or customising software in a
cloud computing (SaaS) arrangement.
During the first half of 2022, the Group finished identifying
SaaS contracts and analysing the different types of costs
incurred in order to determine those items affected by
this decision. These analyses led the Group to change the
method of accounting for customisation and configuration
costs when they did not meet the criteria for capitalisation
under IAS 38 and when they did not relate to the
development of an interface with the SaaS solution. These
costs are now expensed – mostly as they are incurred – and
especially if the work is carried out internally or by a third
party supplier (not related to the SaaS solution provider).
These costs are recognised over the term of the SaaS contract
if the work is carried out by the SaaS solution provider
or its subcontractor and cannot be separated from the
rights to access the SaaS solution. However, the Group is
not significantly concerned by this last case. The effects of
applying this agenda decision on a retrospective basis are
presented in Note 1.3.
IFRS IC agenda decision – Demand Deposits
with Restrictions on Use
In April 2022, the IFRS IC issued an agenda decision
clarifying whether an entity should include a demand
deposit as a component of cash and cash equivalents in its
statements of financial position and cash flows when the
deposit is subject to contractual restrictions on use agreed
with a third party.
In its decision, the IFRS IC concluded that restrictions on
the use of a demand deposit arising from a contract with
a third party do not result in the deposit no longer being
cash, unless those restrictions change the nature of the
deposit in a way that it would no longer meet the definition
of cash in IAS 7.
The Group has identified and analysed such contracts: this
has not led to any material change in the presentation of
its consolidated financial statements.
1.2. Basis of preparation and
presentation of the consolidated
fi nancial statements
1.2.1. Basis of measurement
The consolidated financial statements have been prepared
using the historical cost convention, with the exception of
the following:
● assets and liabilities acquired in a business combination,
which are measured at fair value in accordance with IFRS 3;
● derivative financial instruments and financial assets, 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 fair value attributable to the hedged risk.
The consolidated financial statements are presented in euros,
which is the Company’s functional currency. The figures in
the tables have been rounded to the nearest million euros
and include individually rounded data. Consequently, the
totals and sub-totals shown may not correspond exactly to
the sum of the reported amounts.
1.2.2. Use of estimates and judgements
The preparation of consolidated financial statements
requires management to make judgements, estimates
and assumptions that may affect the reported amounts of
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 judgements, estimates and assumptions are based
on the information available when the financial statements
are drawn up and concern the following:
● classification and measurement of assets in accordance
with IFRS 5 (Note 3.5);
● recognition, presentation and measurement of the
recoverable amounts of tax credits or taxes (mainly ICMS,
PIS and COFINS in Brazil) (Notes 5.1, 6.9 and 13);
● IFRS 16 application method, notably the determination
of discount rates and the lease term for the purpose of
measuring the lease liability for leases with renewal or
termination options (Note 7);
● measurement of deferred tax assets (Note 9);
● valuation of non-current assets and goodwill (Note 10.5);
● Group liquidity risk (Note 11.5.4);
● analysis of control of Sendas and GPA (Note 12.8);
● provisions for risks (Note 13), particularly tax and employee-
related risks in Brazil.
80
1.2.3. Addressing risks related to climate
change
In 2021, the Group set up a Sustainable Finance
department, whose role includes ensuring an alignment
between the financial statements and climate issues,
responding to new regulations in this area, and making sure
that environmental issues are factored into decision-making
processes, particularly investments.
Owing to its geographical footprint, Casino Group is exposed
to significant country risks related to climate change. These
involve a broad range of transition and physical risks, since
current climate-related disruptions can have impacts at
several different levels, for example:
● on the Group’s businesses, due to the increase in extreme
weather events such as a mix of drought and torrential rain
in Brazil, and floods, storms, landslides and earthquakes
in Colombia;
● on Group products sold by stores, due to significant changes
in customers’ purchasing behaviour;
● on the supply chain, due to the potential scarcity of raw
materials;
● on access to financing, in the event of a failure to meet
target greenhouse gas reduction goals under the Paris
Agreement;
● on the Group’s image and reputation among its customers
and stakeholders, who expect companies to actively fight
against climate change;
● on its employees, whose working conditions could be
affected, particularly in areas vulnerable to heatwaves.
An increase in the occurrence of such extreme events
would have not only direct consequences for the Group’s
operations (business interruption/supply chain difficulties),
but also an indirect impact through higher raw material
prices, energy, transport and distribution costs, a drop in
sales of seasonal products, changes in consumer habits and
an increase in insurance premiums. All such factors could
be exacerbated by the introduction of new regulations in
the countries in which the Group operates.
The following commitments also demonstrate how the
Group is addressing climate risks and opportunities:
● 18% reduction in its Scope 1 (direct emissions from
combustion) and Scope 2 (indirect emissions associated
with energy) greenhouse gas emissions by 2025 compared
to 2015 and by 38% by 2030 compared to 2015;
● 10% reduction in its Scope 3 (indirect emissions arising
from the Group’s operations) emissions between 2018
and 2025.
These commitments could have an impact on certain
choices regarding investments relating to its operations.
In the course of its business, the Group addresses the
climate change risks identified at the level of its business
plans. These risks are considered:
● in assessing the value of certain assets through their
useful life or, in the case of intangible assets with an
indefinite useful life, in assessing events that may result
in the identification of impairment indicators;
● in implementing decarbonisation roadmaps through
the identification of measures to reduce emissions and
the evaluation of the related financial impacts, notably
concerning the transfer of traditional cold stores to hydrid
or natural gas cold stores, the installation of equipment
to improve energy efficiency and the deployment of
low-carbon modes of transport;
● in developing product ranges in line with the potential
future behaviour of consumers, who are increasingly aware
of the carbon impact of what they consume. The Group
is developing 100% vegan product ranges and store
concepts, eco-certified products, local product offers,
bulk sales and second-hand or reconditioned products;
● in analysing funding opportunities.
In 2022, the Group hired an external firm to conduct a
physical climate risk study in France, Colombia and Brazil
in order to identify potential risks to assets. Based on this
study, the Group’s exposure to acute and chronic physical
climate risks was found to be low. The Group will continue
to review the findings of this study, as well as the applicable
adaptation solutions, which will be deployed where
necessary. Accordingly, the direct impacts of climate change
on the Group's financial statements are not considered to
be material at this point in time.
1.3. Changes in accounting methods
and restatement of comparative
information
The following tables show the impact on the previously
published consolidated income statement, consolidated
statement of comprehensive income, consolidated
statement of financial position and consolidated statement
of cash flows resulting from the retrospective application of
the IFRS IC agenda decision – Configuration or Customisation
Costs in a Cloud Computing Arrangement (Note 1.1 ).
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Impact on the main consolidated income statement indicators in 2021
(€ millions)
Net sales
Other revenue
TOTAL REVENUE
Cost of goods sold
Selling expenses
General and administrative expenses
Trading profi t
Operating profi t
Net finance costs
Other financial income and expenses
Profi t (loss) before tax
Income tax benefit (expense)
Share of profit of equity-accounted investees
Net profi t (loss) from continuing operations
Attributable to owners of the parent
Attributable to non-controlling interests
Net profi t (loss) from discontinued operations
Attributable to owners of the parent
Attributable to non-controlling interests
CONSOLIDATED NET PROFIT (LOSS)
Attributable to owners of the parent
Attributable to non-controlling interests
Impact of the
IFRS IC – Costs
in a Cloud
Computing
2021 (reported)
Arrangement 2021 (restated)
30,549
504
31,053
(23,436)
(5,122)
(1,302)
1,193
537
(422)
(391)
(276)
84
49
(142)
(275)
133
(255)
(254)
(1)
(397)
(530)
133
-
-
-
-
-
(6)
(7)
(7)
-
-
(7)
2
-
(5)
(4)
(1)
-
-
-
(5)
(4)
(1)
30,549
504
31,053
(23,436)
(5,122)
(1,308)
1,186
530
(422)
(391)
(283)
86
49
(147)
(280)
132
(255)
(254)
(1)
(402)
(534)
132
Impact on the main consolidated statement of comprehensive income indicators in 2021
(€ millions)
Consolidated net profi t (loss)
Items that may be subsequently reclassified to profit or loss
Items that will never be reclassified to profit or loss
Other comprehensive income (loss) for the year, net of tax
Total comprehensive income (loss) for the year, net of tax
Attributable to owners of the parent
Attributable to non-controlling interests
Impact of the
IFRS IC – Costs
in a Cloud
Computing
2021 (reported)
Arrangement 2021 (restated)
(397)
(84)
2
(82)
(479)
(529)
50
(5)
-
-
-
(5)
(4)
(1)
(402)
(84)
2
(82)
(484)
(533)
49
82
Impact on the main consolidated statement of financial position indicators at 1 January 2021
(€ millions)
Total non-current assets
of which intangible assets
of which deferred tax assets
Total current assets
TOTAL ASSETS
Total equity
of which attributable to owners of the parent
of which attributable to non-controlling interests
Total non-current liabilities
Total current liabilities
At 1 January
2021 (reported)
Impact of the
IFRS IC – Costs
in a Cloud
Computing
Arrangement
1 January 2021
(restated)
20,738
2,061
1,019
9,763
30,501
6,165
3,309
2,856
12,398
11,937
(10)
(12)
2
-
(10)
(10)
(8)
(2)
-
-
20,728
2,048
1,022
9,763
30,491
6,155
3,301
2,855
12,398
11,937
TOTAL EQUITY AND LIABILITIES
30,501
(10)
30,491
Impact on the main consolidated statement of financial position indicators at 31 December 2021
(€ millions)
Total non-current assets
of which intangible assets
of which deferred tax assets
Total current assets
TOTAL ASSETS
Total equity
of which attributable to owners of the parent
of which attributable to non-controlling interests
Total non-current liabilities
Total current liabilities
of which trade payables
of which other current liabilities
TOTAL EQUITY AND LIABILITIES
31 December
2021 (reported)
Impact of the
IFRS IC – Costs
in a Cloud
Computing
Arrangement
31 December
2021 (restated)
21,067
2,024
1,191
9,470
30,537
5,638
2,755
2,883
12,975
11,925
6,097
3,197
(14)
(18)
4
-
(14)
(15)
(13)
(3)
-
1
2
(1)
21,053
2,006
1,195
9,470
30,523
5,622
2,742
2,880
12,975
11,926
6,099
3,196
30,537
(14)
30,523
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Impact on the main consolidated statement of cash flow indicators in 2021
Impact of the
IFRS IC – Costs
in a Cloud
Computing
(€ millions)
2021 (reported)
Arrangement 2021 (restated)
Net cash from operating activities
of which consolidated profit (loss) before tax
of which depreciation and amortisation
of which other components of cash flow
Net cash from (used in) investing activities
of which cash used in acquisitions of property, plant
and equipment, intangible assets, and investment property
Net cash used in financing activities
Effect of changes in exchange rates on cash
and cash equivalents
Change in cash and cash equivalents
Net cash and cash equivalents at beginning of year
Net cash and cash equivalents at end of year
1,529
(606)
1,334
801
(1,111)
(1,131)
(848)
(22)
(452)
2,675
2,223
(10)
(7)
(4)
2
10
10
-
-
-
-
-
1,519
(613)
1,329
803
(1,101)
(1,122)
(848)
(22)
(452)
2,675
2,223
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NOTE 2 SIGNIFICANT EVENTS OF THE YEAR
Significant events of the year are the following:
Impact of the conflict in Ukraine
and of the economic crisis on the
consolidated financial statements
The geopolitical situation in Eastern Europe worsened on
24 February 2022 following Russia’s invasion of Ukraine.
The Group does not operate in Ukraine, Russia or Belarus
and does not own any assets or equity interests in these
countries, nor does it operate any franchise agreements. The
Group is not significantly affected by the trade restrictions
and sanctions that certain governments have imposed on
Russia. However, the conflict continues to weigh heavily on
the global economy and capital markets, and is exacerbating
an already difficult macro-economic climate defined by
accelerating inflation and disruptions to global supply
chains. For example, export/import controls and economic
sanctions against Russia may adversely affect the Group’s
operations, supply chains, business partners or customers.
Similarly, indirect effects in the form of higher inflation and
fluctuating energy and commodity prices lead to higher
freight costs and higher purchasing costs for some products.
All of these factors may compromise the Group’s ability to
supply certain products and lead to changes in customer
purchasing behaviour and cost structures (including
inventory, freight costs and payroll). This in turn could have
an adverse impact on our earnings, financial position and
cash flows.
Casino Group did not experience any significant supply
issues during the year, despite a few localised and temporary
shortages. However, in a tight supply chain environment, the
Group stands ready to ensure regular supplies, for example
by increasing emergency inventories in certain at-risk
product categories, in order to improve the availability of
products at favourable purchasing conditions.
Signing of a memorandum
of understanding with Ocado
to extend their partnership
On 17 February 2022, Casino Group and Ocado announced
that they had signed a memorandum of understanding
to extend their exclusive partnership in France. The
memorandum provides for:
● the creation of a joint venture to provide services for
automated warehouses equipped with Ocado technology
to all online food retailers in France;
● an agreement under which Ocado will integrate technology
from Octopia (a Cdiscount subsidiary) into its service
platform, enabling Ocado’s international partners to launch
their own marketplace;
● the deployment by Casino Group of Ocado’s in-store
fulfilment solutions in its Monoprix stores.
This new partnership did not have a material accounting
impact on the Group’s consolidated financial statements
at 31 December 2022.
GreenYellow borrowings
On 21 February 2022, GreenYellow announced that it had
raised nearly €200 million in financing, including:
● €109 million in 5-year convertible bonds with warrants
attached subscribed by an institutional investor,
Farallon Capital. This transaction was accounted for as a
hybrid instrument comprising debt and an embedded
derivative, recorded respectively in borrowings and debt
for €101 million and in derivatives at fair value through
profit or loss for €8 million (€10 million at 30 June 2022);
● €87 million via a syndicated credit facility with a pool of
top-tier banks with a one-year initial maturity (31 December
2022).
The Group does not operate in the conflict zones but
continues to monitor the impacts of the war and the ways
in which it is indirectly exposed.
Disposal of the entire stake
in Mercialys' share capital
Completion of the sale of Floa
to BNP Paribas
On 31 January 2022, Casino Group and Crédit Mutuel
Alliance Fédérale completed the sale of Floa to BNP Paribas
(Note 3.1.1).
Casino Group completed the sale of its remaining stake in
Mercialys through two total return swaps (TRS) which were
settled during the year: a first TRS for 6.5% of the share
capital entered into in 21 February 2022 and a second
TRS for 10.3% of the share capital entered into on 4 April
2022 (Note 3.1.2).
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Sale of GreenYellow
On 18 October 2022, Casino Group sold a majority stake
in GreenYellow for an enterprise value of €1.4 billion and
an equity value of €1.1 billion. Net of the reinvestment,
disposal proceeds for Casino Group would amount to
€587 million, in addition to €30 million paid at closing
into a segregated account contingent on achievement of
certain operating indicators. The disposal gain less the costs
of disposal came to €302 million. At 31 December 2022,
the remaining 11.8% stake is accounted for as an equity
investment (Note 3.1.3).
Legal reorganisation of Casino Group
in France
On 15 June 2022, the Group announced that it planned
to simplify and increase the clarity of its legal organisation
in France by placing all of its French food retail subsidiaries
(mainly Franprix, Monoprix, Distribution Casino France,
Easydis and AMC) under a common holding company
wholly owned by Casino, Guichard-Perrachon. The holding
company, CGP Distribution France, was incorporated in the
second half of 2022. The employee representative bodies
of the subsidiaries concerned have been informed and
consulted in accordance with the law, and the entities in
the Monoprix scope are now owned by CGP Distribution
France. The final phase of this reorganisation, consisting
primarily of the contribution of Distribution Casino France’s
operations, is expected to take place in the first half of 2023.
The reporting segments and management structure of
the Group remain unchanged. This reorganisation had no
material accounting impact on the consolidated financial
statements at 31 December 2022.
Strategic agreement signed to extend
the Group's partnership with Gorillas
to Frichti banner
On 30 June 2022, Casino Group signed an agreement with
Gorillas to extend their partnership established in December
2021. This agreement gives Frichti access to Casino's
national-brand products and to Monoprix's private-label
products. These products are now available on the Frichti
platform for delivery to consumers in a matter of minutes
in the areas where Frichti currently operates. Through this
partnership, which follows Gorillas’ acquisition of French
banner Frichti, Casino Group intends to strengthen the ties
between Frichti, the French leader in quick commerce, and
Monoprix, the leader in home delivery in city centres. As a
result, Casino Group will become directly involved in Frichti’s
value creation through its stake in the company’s capital.
The acquired stake is shown under “Other non-current
assets” within equity instruments at fair value through other
comprehensive income.
Following the acquisition of the entire share capital of
Gorillas GmbH by the Getir group in December 2022, the
Group’s shareholding in Gorillas (a subsidiary of Gorillas
GmbH) was written down in an amount of €30 million
against “Other comprehensive income” (Note 12.7.2).
Distribution by GPA of 83%
of the capital of Grupo Éxito
to its shareholders
On 5 September 2022, the Board of Directors of GPA, a
Casino Group subsidiary, announced that it was considering
distributing approximately 83% of Grupo Éxito’s capital to
its shareholders and retaining a minority stake of around
13% which could be sold at a later date. Casino’s Board
of Directors’ meeting held on the same date approved
the principle of the GPA and Grupo Éxito spin-off in order
to realise maximum capital gains on Grupo Éxito. At the
Extraordinary General Meeting held on 14 February 2023,
GPA’s capital reduction of BRL 7.1 billion was approved by
delivering 1.08 billion Éxito shares to GPA shareholders, i.e.,
four Éxito shares for each GPA share held.
The distribution of Grupo Éxito shares to GPA shareholders
in the form of Brazilian Depository Receipts (BDR) and
American Depository Receipts (ADR) is expected to take
place in the first half of 2023, after the end of the creditors’
objection period and following completion of the registration
and listing of the BDR and ADR programmes.
As this is an internal transaction (no change in Casino’s
control over the Éxito sub-group), it did not have a material
accounting impact on the Group’s financial statements at
31 December 2022, with the exception of the costs incurred
in connection with this transaction recorded under “Other
operating expenses” and the tax impact.
Following this transaction, Casino Group will hold 47% of
the voting rights (39% interest) and will continue to control
its subsidiary, Éxito.
Franprix and the Zouari family
extend their partnership
On 21 September 2022 Franprix, a Casino Group subsidiary,
and the Zouari family, decided to extend their long-standing
strategic partnership. Their collaboration will help to drive
the ongoing development of the banner and create new
synergies, with a joint objective of opening 75 new stores
(Note 3.1.5).
86
Group partnership with BUT,
Conforama, MDA Company
and Intermarché
On 29 September 2022, BUT, Conforama, MDA Company,
Casino Group and Intermarché announced a new purchasing
partnership for technical goods (large and small household
appliances and audiovisual equipment) with the creation
of Sirius Achats, a central purchasing unit.
This partnership has been operational since the 2023
purchasing round. The Sirius Achats central purchasing
unit is responsible for negotiating the French banners’
purchasing conditions with the largest international
suppliers of household appliances. By combining the
volumes of the French leaders in home furnishings (BUT
and Conforama), e-commerce ( Cdiscount), food retail
( Casino Group and Intermarché) and local technical
product distribution (MDA-GPDIS-Pulsat), Sirius Achats is
positioning itself as a major player in technical goods and
aims to support its industry partners in the commercial and
environmental challenges of the future. The new partnership
is aimed at optimising purchasing for all these banners
and championing the development of responsible goods,
including energy-efficient, eco-designed and repairable
products.
This new partnership did not have a material accounting
impact on the Group’s consolidated financial statements
at 31 December 2022.
Sale of a stake in Assaí
In order to accelerate its deleveraging, on 26 October 2022
Casino Group announced that it was studying the possibility
of selling part of its stake in Assaí (Sendas). This project
came to fruition on 29 November 2022 in the form of a
secondary offering. Under the offering, 140.8 million Assaí
shares held by the Group (including 2.0 million shares in
the form of ADSs, with each ADS comprising 5 Assaí shares),
or 10.44% of Assaí’s share capital, were allocated at a price
of BRL 19.00 per share (USD 17.90 per ADS). The total
amount of the offering was therefore BRL 2,675 million,
or €491 million. Settlement and delivery of the shares sold
took place on 2 December, reducing the Group’s stake in
Assaí to 30.5% (Note 3.1.4).
Disposal plan for non-strategic assets
In mid-2018, the Group initiated a plan to dispose of certain
non-strategic assets, under which a total of €3.2 billion in
assets had been sold at 31 December 2021. The Group
pressed ahead with this plan in 2022, involving mainly the
sale of its residual interest in Mercialys (Note 3.1.2) and the
sale of GreenYellow (Note 3.1.3). The Group has now sold
a total of €4.1 billion in non-strategic assets out of the
announced €4.5 billion disposal plan.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 3 SCOPE OF CONSOLIDATION
Basis of consolidation
Associates
ACCOUNTING PRINCIPLES
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 (see list of consolidated companies
in Note 17).
Subsidiaries
Subsidiaries are companies controlled by the Group.
Control exists when the Group (i) has power over the
entity, (ii) is exposed or has rights to variable returns from
its involvement with the entity, and (iii) has the ability to
affect those returns through its power over the 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 statement of financial
position, regardless of the percentage interest held.
Potential voting rights
Control is assessed by taking potential voting rights into
account, but only if they are substantive; that is, if the
entity has the practical ability to exercise its rights with
respect to the exercise price, date and terms.
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. The existence and effect
of potential voting rights that are currently exercisable
or convertible are considered when assessing whether
the Group has control of another 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.
Associates are companies in which the Group exercises
significant influence over financial and operational
policies without having control. They are accounted for
in the consolidated financial statements using the equity
method.
Equity method of accounting
The equity method provides that an investment in
an associate or a joint venture be recognised initially
at acquisition cost and subsequently adjusted by the
Group’s share in profit or loss and, where appropriate,
in other comprehensive income of the associate or joint
venture. Goodwill related to these entities is included in
the carrying amount of the investment. Any impairment
losses and gains or losses on disposal of investments
in equity-accounted entities are recognised in “Other
operating income and expenses”.
Profits/losses from internal acquisitions or disposals with
equity-accounted associates are eliminated to the extent
of the Group’s percentage interest in these companies.
In the absence of any guidance in IFRS concerning cases
where the amount to be eliminated is greater than the
carrying amount of the investment in the equity-accounted
company, the Group has elected to cap the amount
eliminated from the accounts in the transaction year and
to deduct the uneliminated portion from its share of the
equity-accounted company’s profits in subsequent years.
The Group follows a transparent approach to accounting
for associates under the equity method and takes into
account, if relevant, its final percentage interest in the
associate for the purpose of determining the proportion
of profit (loss) to be eliminated.
In the absence of any standard or interpretation
covering dilution of the Group’s interest in a subsidiary
of an equity-accounted company, the dilution impact is
recognised in the Group’s share of the profit (loss) of the
equity-accounted investee.
Joint ventures
Business combinations
A joint venture is a joint arrangement in which the parties
that exercise joint control over an entity have rights to
its net assets. Joint control involves the contractually
agreed sharing of control over an entity, which exists only
when decisions about the relevant activities require the
unanimous consent of the parties sharing control.
As required by IFRS 3 revised, the consideration transferred
(acquisition price) in a business combination is measured
at the fair value of the assets transferred, equity interests
issued and liabilities incurred on the date of the
transaction. Identifiable assets acquired and liabilities
assumed are measured at their acquisition-date fair values.
Joint ventures are accounted for in the consolidated
financial statements using the equity method.
Acquisition-related costs are recognised in “Other
operating expenses”, except for those related to the issue
of equity instruments.
88
Any excess of the consideration transferred over the fair
value of the identifiable assets acquired and liabilities
assumed is recognised as goodwill. At the date when
control is acquired and for each business combination,
the Group may elect to apply either the partial goodwill
method (in which case, the amount of goodwill is limited
to the portion acquired by the Group) or the full goodwill
method. Under the full goodwill method, non-controlling
interests are measured at fair value and 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, which was the only method applicable prior to
publication of the revised version of IFRS 3.
In the case of an acquisition achieved in stages (step
acquisition), the previously-held interest is remeasured at
fair value at the date control is acquired. The difference
between the fair value and carrying amount of the
previously-held interest is recognised directly in profit or
loss (under “Other operating income” or “Other operating
expenses”).
The provisional amounts recognised on the acquisition
date may be adjusted retrospectively if the information
needed to revalue the assets acquired and the liabilities
assumed corresponds to new information obtained by
the buyer and concerns facts and circumstances that
existed as of the acquisition date. Goodwill may not be
adjusted after the measurement period (not exceeding
12 months from the date when control is acquired). Any
subsequent acquisitions of non-controlling interests do
not give rise to the recognition of additional goodwill.
Any contingent consideration is included in the
consideration transferred at its acquisition-date fair
value, whatever the probability that it will become due.
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 expenses” if they
arise after the measurement period, unless the obligation
is settled in equity instruments. In that case, the contingent
consideration is not remeasured subsequently.
Intra-group transfers of shares in consolidated
companies
In the absence of any guidance in IFRS on the accounting
treatment of intra-group transfers of shares in consolidated
companies leading to a change in percentage interest,
the Group applies the following principle:
● the transferred shares are maintained at historical cost
and the gain or loss on the transfer is eliminated in full
from the accounts of the acquirer;
● non-controlling interests are adjusted to reflect the
change in their share of equity, and a corresponding
adjustment is made to consolidated reserves, without
affecting profit or total equity.
Costs and expenses related to intra-group transfers of
shares and to internal restructuring in general are included
in “Other operating expenses”.
Foreign currency translation
The consolidated financial statements are presented in
euros, which is the functional currency of the Group’s
parent company. Each Group entity determines its own
functional currency and all of their financial transactions
are measured in that currency.
The financial statements of subsidiaries that use a different
functional currency from that of the parent company
are translated using the closing rate method, as follows:
● 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
reporting date;
● income statement and cash flow items are translated
into euros using the average rate of the period unless
significant variances occur.
The resulting translation differences are recognised
directly within “Other comprehensive income (loss)”.
When a foreign operation is disposed of, the cumulative
differences recognised in equity on translation of the
net investment in the operation concerned at successive
reporting dates are reclassified to profit or loss. Because the
Group applies the step-by-step method of consolidation,
the cumulative translation differences are not reclassified
to profit or loss if the foreign operation disposed is part
of a sub-group. This reclassification will occur only at the
disposal of the sub group.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Foreign currency transactions are initially translated
into euros using the exchange rate on the transaction
date. Monetary assets and liabilities denominated in
foreign currencies are translated at the closing rate
and the resulting translation differences are recognised
in the income statement under "Foreign currency
exchange gains" or "Foreign currency exchange losses".
Non-monetary assets and liabilities denominated in
foreign currencies are translated at the exchange rate
applicable on the transaction date.
Exchange differences arising on translation of the net
investment in a foreign operation are recognised in
the consolidated financial statements as a separate
component of equity and reclassified to profit or loss on
disposal of the net investment.
E xc h a n g e d i f fe r e n ce s a r i s i n g o n t ra n s l a t i o n o f
(i) foreign currency borrowings hedging a net investment
denominated in a foreign currency or (ii) permanent
advances made to subsidiaries are also recognised in
equity and reclassified to profit or loss on disposal of the
net investment.
In accordance with IAS 29, the statements of financial
position and income statements of subsidiaries operating
in hyperinflationary economies are (i) restated to take
account of changes in the general purchasing power of
the local currency, using official price indices applicable
on the reporting date, and (ii) converted into euros at
the exchange rate on the reporting date. The Group
has qualified Argentina as a hyperinflationary economy
since 2018.
3.1.
Transactions affecting the scope
of consolidation in 2022
3.1.1. Sale of FLOA
On 31 January 2022, Casino Group and Crédit Mutuel
Alliance Fédérale completed the sale of Floa to BNP Paribas.
The resulting gain on disposal was not material to the 2022
consolidated financial statements.
The sale price (excluding expenses) amounted to
€200 million, of which €192 million has been collected net
of expenses (Note 4.6), breaking down as (i) €150 million
relating to the disposal of shares representing 50% of
FLOA’s capital and (ii) €50 million relating to the sale of
technology assets of the “Floa Pay” split payment solution
and to the renewal of commercial agreements between
Cdiscount, the Casino banners and Floa (Cdiscount continues
to operate its split payment solution via card through Floa
and BNP Paribas).
Casino Group will also remain invested in the successful
development of the “Floa Pay” business through a 30%
stake in future value created (by 2025). No gains were
recognised in this respect in the consolidated financial
statements at 31 December 2022.
3.1.2. Sale of Mercialys and loss
of significant influence
The Group completed the disposal of its residual stake in
Mercialys through two total return swaps (TRS), which were
settled in full during the year.
The impact of these transactions in the Group’s consolidated
financial statements represents a cash inflow of €140 million
(Note 4.6) and a disposal loss recognised under “Other
operating expenses” for €20 million (Note 6.5).
Casino Group no longer holds any voting rights or equity
interest in Mercialys as of 31 December 2022. The loss of
significant influence was recognised at the end of April 2022
when the Group resigned from the Board of Directors of
Mercialys.
3.1.3. Sale of GreenYellow
On 18 October 2022, Casino Group sold to Ardian a majority
stake in GreenYellow, the Group’s energy subsidiary, based
on an enterprise value of €1.4 billion and an equity value
of €1.1 billion. At end-December, Casino Group continued
to have a stake in the company’s value creation through a
€150 million reinvestment.
The disposal proceeds for Casino Group represented
€587 million, less the €150 million reinvested, of which
(i) €350 million was received on 20 September 2022
through a pre-financing transaction with Farallon Capital,
(ii) €222 million received on the day of closing, and
(iii) €15 million received on 23 December 2022 as part of
a syndication (Note 4.5). In addition, €30 million was paid
into a segregated account and will be released if certain
operating indicators are met. An amount of €11 million
in income was recognised in the year.
This transaction led to the recognition of a net capital gain
before tax of €302 million, presented in “Net gains and
losses related to changes in scope of consolidation” (Note
6.5) within “Other operating income”, including a negative
€21 million impact from the reclassification of translation
adjustments from equity to disposal gains in income (Note
12.7.2) The impact of this transaction on non-controlling
interests is a negative €142 million. The interest retained
by Casino Group following its reinvestment is accounted
for under the equity method. As 31 December 2022, the
equity-accounted investment represented €147 million
and a 11.8% holding (Note 3.3.1).
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3.1.4. Sale of a 10.44% stake in Assaí
On 29 November 2022, the Group sold a 10.44% stake in
Assaí in the form of a secondary offering of 140.8 million
Assaí shares (including 2.0 million shares in the form of
ADSs, with each ADS comprising 5 Assaí shares) at a price
of BRL 19 per share (USD 17.90 per ADS), representing a
total offering amount of BRL 2,675 million. Settlement and
delivery of this offering took place on 2 December 2022.
The price received in December 2022 net of disposal costs
amounted to BRL 2,537 million, or €466 million (Note 4.8).
Following this transaction, the Group held 30.51% of
the share capital of Assaí, which continues to be fully
consolidated in the Group’s consolidated financial
statements in light of the fact that Casino still has de facto
control over the entity (Note 12.8). This sale without loss of
control was accounted for as a transaction between owners.
The impacts of this transaction on equity attributable to
the owners of the parent and on non-controlling interests
were €228 million and €130 million, respectively.
3.1.5. Changes in scope relating
to the Franprix sub-group
On 21 September 2022, the Group announced that it had
extended its long-standing, strategic partnership with the
Zouari family through its subsidiary Pro Distribution, which
is fully consolidated in the Group’s financial statements.
The new partnership led to:
● a 2.5% increase in Franprix Leader Price Holding’s stake
in the capital of Pro Distribution for a price of €20 million
(Note 4.8);
● the sale of 25 Franprix stores to Pro Distribution;
● the extension of the put and call agreements for a period
of five years (Note 3.4.1).
Following this transaction, Casino Group holds 72.5% of the
capital of Pro Distribution (Note 17). The sale was accounted
for as a transaction between owners with a non-material
impact on equity attributable to owners of the parent and
on non-controlling interests.
The liability recognised in respect of the put option granted
to non-controlling interests represented €28 million at
31 December 2022 (Note 3.4.1).
3.2. Transactions affecting the scope
of consolidation in 2021
3.2.1. Mercialys TRS
On 9 December 2021, the Group completed the definitive
disposal of an additional 3% of Mercialys equity through a
total return swap (TRS) maturing in March 2022, leading
to the immediate collection of an amount of €24 million.
At 31 December 2021, all of the shares underlying the TRS
had been sold and Mercialys continued to be accounted
for by the equity method based on a percentage interest
of 16.9%. In all, the Group collected €23 million in 2021
in respect of the TRS (Note 4.6).
3.2.2. Control of Supermercados Disco
del Uruguay SA
Supermercados Disco del Uruguay SA was previously
controlled by virtue of a shareholder agreement signed in
April 2015, giving Éxito 75% of the voting rights it needed
in order to exercise control. This agreement expired on 1 July
2021. There was no change in the control or management
of this company and a new agreement was signed on
18 August 2021, under which Éxito continues to own 75%
of the voting rights and therefore exercise control.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
3.3.
Investments in equity-accounted investees
3.3.1. Significant associates and joint ventures
The following table presents the condensed financial statements (on a 100% basis) for the four main equity-accounted
investees on a continuing-operations basis. These condensed financial statements prepared in accordance with IFRS
correspond to the investees’ published financial statements, as restated where appropriate for the adjustments made by
the Group, for example fair value adjustments on the date control is acquired or lost, adjustments to bring the investee’s
accounting policies into line with Group policies, or adjustments to eliminate gains and losses on intra-group acquisitions
and disposals for the portion corresponding to the Group’s percentage interest in the investee:
(€ millions)
Country
Business
2022(1)
2021
Tuya(2)
FIC(3) Mercialys(4)
Tuya(2)
FLOA Bank
FIC(3)
Colombia
Brazil
France
Colombia
France
Brazil
Banking Banking
Real
estate
Banking
Banking Banking
Type of relationship
Joint venture Associate Associate Joint venture Joint venture Associate
% interests and voting rights(5)
Total revenue
Net profit (loss) from continuing
operations
Other comprehensive income (loss)
TOTAL COMPREHENSIVE INCOME
Non-current assets
Current assets(6)
Non-current liabilities
Current liabilities
of which credit activities related
liabilities
Net assets
Dividends received from associates
or joint ventures
50%
342
(16)
-
(16)
26
967
(464)
(418)
36%
259
45
-
45
6
2,072
17%
228
78
-
78
2,755
365
(31)
(1,275)
(1,767)
(213)
50%
243
2
-
2
25
843
(322)
(424)
50%
275
20
-
20
39
2,119
(37)
36%
162
42
-
42
6
1,385
(7)
(1,891)
(1,173)
(828)
(291)
-
(662)
(1,865)
(307)
111
-
280
1,632
6
8
121
-
230
-
211
3
(1) Following the loss of control of GreenYellow, the Group retained a stake in GreenYellow Holding in the context of a reinvestment (Note 3.1.3).
At 31 December 2022, the Group held 11.8% of GreenYellow Holding, giving it significant influence over the company. This is primarily based
on the Group’s representation on GreenYellow Holding’s Board of Directors, the protective rights granted and the existing business relationship
that was maintained following the sale. This new structure, which carries on the GreenYellow business, only had three months of operations
in 2022; at the reporting date, its accounts were still being prepared and are not therefore presented in this note.
(2) Tuya was set up in partnership with Éxito and Bancolombia to manage the banking services offered to customers of the stores in Colombia,
primarily the possibility of signing up for credit cards in the stores. The partnership structure changed in October 2016 when Éxito became a
50% shareholder of Tuya.
(3) FIC was set up by GPA/Sendas in partnership with Banco Itaú Unibanco SA (“Itaú Unibanco”) to finance purchases by GPA’s customers. It is
accounted for using the equity method as GPA and Sendas exercises significant influence over its operating and financial policies.
(4) At 31 December 2021, the Group held 17% of the capital of Mercialys and exercised significant influence over the company. This stake in
Mercialys was sold in 2022 (Note 3.1.2).
(5) The percentage interest corresponds to that held by Casino, except in the case of Tuya (interest held by the Éxito sub-group) and FIC (interest
held by GPA/Sendas). Since the spin-off of Sendas, the 36% stake in FIC has been owned in equal proportions by GPA and Sendas.
(6) The current assets of Floa Bank, Tuya and FIC primarily concern their credit business.
3.3.2. Other investments in associates and joint ventures
The aggregate amounts of key financial statement items for other associates and joint ventures are not material. Dividends
received from these associates and joint ventures amounted to €5 million in 2022 (2021: €5 million).
92
3.3.3. Changes in investments in equity-accounted investees
(€ millions)
At 1 January 2021
Share of profit for the year
Dividends
Other movements
At 31 December 2021
Share of profit for the year
Dividends
Other movements(1)
AT 31 DECEMBER 2022
191
49
(18)
(21)
201
9
(14)
185
382
(1) In 2022, other movements mainly reflect the reinvestment in GreenYellow Holding for €150 million (Note 3.1.3).
3.3.4.
Impairment losses on investments
in equity-accounted investees
3.3.6. Related-party transactions
(equity-accounted investees)
No impairment losses relating to equity-accounted investees
were recognised in 2022 (€26 million recognised in 2021).
3.3.5.
Share of contingent liabilities
of equity-accounted investees
At 31 December 2022 and 31 December 2021, none of
the Group’s associates or joint ventures had any material
contingent liabilities.
The related-party transactions shown below mainly concern
transactions carried out in the normal course of business
with companies over which the Group exercises significant
influence (associates) or joint control (joint ventures) that
are accounted for in the consolidated financial statements
using the equity method. These transactions are carried out
on arm's length terms.
(€ millions)
Loans
of which impairment
Receivables
of which impairment
Payables
Expenses
Income
2022
2021
Associates
Joint ventures
Associates
Joint ventures
56
(2)
41
-
43
125
233(4)
5
-
25
-
229(3)
1,120(3)
31
77
(4)
33
-
109(1)
39(2)
200(4)
47
-
24
-
234(3)
969(3)
52
(1) Including lease liabilities in favour of Mercialys for property assets amounting to €100 million at 31 December 2021, of which €29 million due
within one year.
(2) Following the application of IFRS 16, the above 2021 amounts do not include the lease payments associated with the 51 leases signed with
Mercialys. These payments represented €39 million.
(3) Including €1,084 million in fuel purchases from Distridyn (2021: €928 million). At 31 December 2022, the Group had a current account with
Distridyn for €30 million (31 December 2021: €30 million).
(4) Income of €233 million in 2022 includes sales of goods by Franprix to master franchisees accounted for by the equity method amounting to
€114 million (2021: €200 million, including sales of goods by Franprix to master franchisees accounted for by the equity method amounting to
€94 million. The income figure also includes proceeds from property development transactions with Mercialys reported under “Other revenue”
for €44 million, including an EBITDA impact of €27 million (Note 5.1), versus €21 million reported under “Other revenue” in 2021 including an
EBITDA impact of €12 million.
3.3.7.
Commitments to joint ventures
The Group had given guarantees to Distridyn (also presented in Note 6.11.1) for an amount of €60 million at 31 December
2022 (€60 million at end-December 2021).
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
3.4. Commitments related to the scope of consolidation
3.4.1. Put options granted to owners of non-controlling interests – “NCI puts”
ACCOUNTING PRINCIPLE
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. The options may be exercisable at any time or on
a specified date. In accordance with IAS 32, obligations
under these NCI puts are recognised as “Financial
liabilities”; fixed price options are recognised at their
discounted present value and variable price options at
the discounted present value of the estimated exercise
price. “Put options granted to owners of non-controlling
interests”.
IAS 27 revised, which was effective for annual periods
beginning on or after 1 January 2010, and subsequently
IFRS 10, effective for annual periods beginning on or
after 1 January 2014, describe the accounting treatment
of acquisitions of additional shares in subsidiaries. The
Group has decided to apply two different accounting
methods for these NCI puts, depending on whether
they were granted before or after 1 January 2010, as
recommended by France’s securities regulator (Autorité
des marchés financiers):
● NCI puts granted before the effective date of IAS 27
revised are accounted for using the goodwill method
whereby the difference between the financial liability and
the carrying amount of the non-controlling interests is
recognised in goodwill. In subsequent years, this liability
is remeasured and any changes adjust goodwill; NCI
puts granted since IAS 27 revised came into effect are
accounted for as transactions between shareholders;
● with the difference between the financial liability and
the carrying amount of the non-controlling interests
recognised as a deduction from equity. In subsequent
years, this liability is remeasured and any changes adjust
equity.
“NCI puts” can be analysed as follows at 31 December 2022:
(€ millions)
Franprix(1)
Éxito (Disco)(2)
Other
TOTAL NCI PUT LIABILITIES
% Group interest
Commitment to
non-controlling interests
Fixed or variable
exercise price
Non-current
liabilities(3)
Current
liabilities(3)
60.00% to 72.50%
40.00% to 27.50%
62.49%
29.82%
V
V
32
-
-
32
-
127
2
129
(1) The value of the NCI puts on subsidiaries of the Franprix sub-group is based on net profit and a multiple of net sales. A 10% increase or decrease
in these indicators would not have a material impact. The put options expire between 2023 and 2027.
(2) This option is exercisable at any time until 30 June 2025. The exercise price is the highest amount obtained using different calculation formulas
or a minimum price. At 31 December 2022, the exercise price represents the minimum price.
(3) At 31 December 2021, NCI put liabilities amounted to €195 million, including current liabilities of €133 million, and related mainly to the Disco
subsidiary for €113 million and to Franprix subsidiaries for €45 million.
3.4.2. Off-balance sheet commitments
ACCOUNTING PRINCIPLE
Puts and calls relating to non-controlling interests are
generally accounted for as derivative instruments. The
exercise price of these options generally reflects the fair
value of the underlying assets.
Under the terms of the option contracts, the exercise
price of written put and call options may be determined
using earnings multiples of the companies concerned.
In this case, the options are valued 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 written by the
other party; in these cases, the value shown corresponds
to that of the written put.
94
At 31 December 2022, there were no outstanding puts
relating to non-controlling interests.
Call options granted to the Group on shares in non-controlled
co m p a n i e s s to o d a t ze r o a t 3 1 D e ce m b e r 2 0 2 2
(31 December 2021: €312 million). At the end of 2021,
the main call option, exercisable until 30 September 2022,
was on a property asset previously sold to Immosiris and
granted in connection with Mercialys transactions. This
option was recognised at the higher of the fair value and
a guaranteed minimum IRR.
3.5. Non-current assets held for sale and discontinued operations
ACCOUNTING PRINCIPLE
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. Management must be
committed to a plan to sell the asset which, in accounting
terms, should result in the conclusion of a sale within one
year of the date of this classification. Considering these
characteristics, net assets held for sale attributable to
owners of the parent of the selling subsidiary are presented
as a deduction from net debt (Note 11).
Property, plant and equipment, intangible assets and
right-of-use assets classified as held for sale are no longer
depreciated or amortised.
If a disposal plan changes, and/or when the criteria for
classification as held for sale are no longer met, assets can
no longer be presented in this category. In this case, the
asset (or disposal group) is to be carried at the lower of:
● its carrying amount before it was classified as held
for sale, adjusted for any depreciation, amortisation
or revaluations that would have been recognised had
the asset (or disposal group) not been classified as held
for sale;
● its recoverable amount at the date of the subsequent
decision not to sell.
The impact of these adjustments, which primarily relate
to the catching-up of depreciation and/or amortisation
not recognised in the period during which the assets
were classified as held for sale, is included in “Other
operating expenses”.
A discontinued operation is a component of an entity
that either has been disposed of or is classified as held
for sale, and:
● represents either a separate major line of business or
a geographical area of operations or is part of a single
coordinated plan to dispose of a separate major line of
business or geographic area of operations; or
● is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs when
the operation is disposed of or on a prior date when it
fulfils the criteria for classification as held for sale.
When an operation is classified as discontinued, the
comparative income statement and statement of cash
flows are restated as if the operation had fulfilled the
criteria for classification as discontinued as from the first
day of the comparative period. Discontinued operations
are presented on a separate line of the consolidated
income statement, “Profit from discontinued operations”,
which includes the net profit or loss of the discontinued
operation up to the date of disposal, and if appropriate,
any impairment loss recognised to write down the net
assets held for sale to their fair value less costs to sell and/
or any after-tax disposal gains or losses.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
3.5.1. Assets held for sale and liabilities associated with assets held for sale
(€ millions)
France Retail(1)
Latam Retail(2)
E-commerce
TOTAL
Net assets
2022
2021
Notes
Assets
Liabilities
Assets
Liabilities
92
18
-
110
98
97
12
-
-
12
836
133
4
973
798
798
175
-
-
175
of which attributable to owners of the parent
of the selling subsidiary
11.2
(1) At 31 December 2021, this line corresponds mainly to stores, property assets and the shareholding in Floa Bank in connection with asset
disposal plans and plans to streamline the store base.
(2) At 31 December 2021, this line mainly concerned (i) 17 store properties at GPA for BRL 517 million (€82 million) as part of the conversion of
Extra stores into Assaí stores and (ii) real estate assets at Sendas in connection with sale-and-leaseback transactions for BRL 147 million, or
€23 million.
3.5.2. Discontinued operations
The net loss from discontinued operations in 2022 reflects
the residual impacts of the discontinued operations of
Leader Price and Via Varejo sold in 2019. In 2021, the net
loss from discontinued operations essentially reflected
(i) commitments made with Aldi France in connection
with the gradual conversion of the Leader Price stores sold
(completed in late September 2021), and (ii) upstream
and logistics activities along with the Leader Price head
office, which were to a large extent involved in the supply
of these stores.
Net profit (loss) from discontinued operations can be
analysed as follows:
(€ millions)
Net sales
Net expenses
NET PROFIT (LOSS) BEFORE TAX FROM DISCONTINUED OPERATIONS
Income tax benefit (expense)
Share of profit of equity-accounted investees
NET PROFIT (LOSS) FROM DISCONTINUED OPERATIONS
Attributable to owners of the parent
Attributable to non-controlling interests
Earnings per share of discontinued operations are presented in Note 12.10.
2022
66
(95)
(29)
(1)
(1)
(31)
(37)
6
2021
284
(615)
(330)
76
(1)
(255)
(254)
(1)
96
NOTE 4 ADDITIONAL CASH FLOW DISCLOSURES
ACCOUNTING PRINCIPLE
● cash flows from (used in) financing activities, including
new borrowings and repayments of borrowings, issues of
equity instruments, transactions between shareholders
(including transaction costs and any deferred payments),
repayments of lease liabilities, net interest paid (cash
flows related to finance costs, non-recourse factoring
and associated transaction costs, and interest on leases),
treasury share transactions and dividend payments. This
category also includes cash flows from trade payables
reclassified as debt (mainly in relation to reverse factoring
transactions).
The statement of cash flows is prepared using the indirect
method starting from consolidated net profit (loss) and
is organised in three sections:
● cash flows from operating activities, including taxes,
transaction costs for acquisitions of subsidiaries, dividends
received from associates and joint ventures and payments
received in respect of government grants;
● cash flows from (used in) investing activities, including
acquisitions of subsidiaries (excluding transaction costs),
proceeds from disposals of subsidiaries (including
transaction costs), acquisitions and disposals of
investments in non-consolidated companies, associates
and joint ventures (including transaction costs), contingent
consideration paid for business combinations during
the measurement period and up to the amount of the
identified liability, and acquisitions and disposals of
intangible assets and property plant and equipment
(including transaction costs and deferred payments);
4.1. Reconciliation of provision expense
(€ millions)
Goodwill impairment
Impairment of intangible assets
Impairment of property, plant and equipment
Impairment of investment property
Impairment of right-of-use assets
Impairment of other assets
Notes
10.1.2
10.2.2
10.3.2
10.4.2
7.1.1
13.1
2022
2021
-
(13)
(125)
(1)
(107)
(50)
(122)
(419)
21
(398)
-
(90)
(123)
(3)
(33)
(51)
(27)
(328)
28
(299)
Net (additions to) reversals of provisions for risks and charges
TOTAL PROVISION EXPENSE
Provision expense reported within discontinued operations
PROVISION EXPENSE ADJUSTMENT IN THE STATEMENT OF CASH FLOWS
4.2. Reconciliation of changes in working capital to the statement of fi nancial position
(€ millions)
Goods inventories
Property development work
in progress
Trade payables
Trade receivables
Other (receivables) payables
6.8.1/6.9.1/6.10
TOTAL
Notes
1 January
2022
Cash
flows from
operating
activities
Changes
in scope of
consolidation(1)
Effect of
movements
in exchange
rates
Reclassifications
and other(2)
31 December
2022
6.6
6.6
B/S
6.7
(3,122)
(433)
(91)
4
6,099
(772)
206
2,319
436
(201)
(280)
(475)
2
52
(45)
119
(20)
108
(63)
-
82
(5)
(69)
(56)
19
(6)
(49)
5
604
573
(3,597)
(43)
6,522
(854)
441
2,469
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
(€ millions)
Goods inventories
Property development work
in progress
Trade payables
Trade receivables
Other (receivables) payables
6.8.1/6.9.1/6.10
TOTAL
1 January
2021
(restated)
Cash
flows from
operating
activities
Changes
in scope of
consolidation
Effect of
movements
in exchange
rates
Notes
Reclassifications
and other(2)
31 December
2021
(restated)
6.6
(3,059)
(82)
6.6
B/S
6.7
(150)
6,190
(941)
274
2,314
2
175
124
(243)
(24)
(4)
(1)
1
10
57
62
24
1
(53)
5
(12)
(34)
(1)
56
(214)
30
130
1
(3,122)
(91)
6,099
(772)
206
2,319
(1) In 2022, changes in scope of consolidation primarily reflect the loss of control of GreenYellow (Note 3.1.3).
(2) In 2022, this column mainly reflects (i) cash flows from investing activities, including the use of segregated accounts for €468 million (Note
4.11) and an increase in net debt on non-current assets for €148 million, and (ii) cash flows related to discontinued operations, representing a
net cash outflow of €162 million. In 2021, this column mainly reflected cash flows from discontinued operations.
4.3. Reconciliation of acquisitions of non-current assets
(€ millions)
Additions to and acquisitions of intangible assets
Additions to and acquisitions of property, plant and equipment(1)
Additions to and acquisitions of investment property
Additions to and acquisitions of lease premiums included in right-of-use assets
Changes in amounts due to suppliers of non-current assets
Neutralisation of capitalised borrowing costs (IAS 23)(2)
Effect of discontinued operations
CASH USED IN ACQUISITIONS OF INTANGIBLE ASSETS, PROPERTY,
PLANT AND EQUIPMENT AND INVESTMENT PROPERTY
(1) The increase in acquisitions of property, plant and equipment is mainly due to Assaí’s expansion.
(2) Non-cash movements.
4.4. Reconciliation of disposals of non-current assets
(€ millions)
Disposals of intangible assets
Disposals of property, plant and equipment
Disposals of investment property
Disposals of lease premiums included in right-of-use assets
Gains on disposals of non-current assets(1)
Changes in receivables related to non-current assets
Disposals of non-current assets classified as “Assets held for sale” as per IFRS 5(2)
Effect of discontinued operations
CASH FROM DISPOSALS OF INTANGIBLE ASSETS, PROPERTY,
PLANT AND EQUIPMENT AND INVESTMENT PROPERTY
(1) Prior to the restatement of sale-and-leaseback transactions in accordance with IFRS 16.
(2) In 2022: relating to sale-and-leaseback transactions in Brazil (Note 7.1.4).
Notes
10.2.2
10.3.2
10.4.2
10.3.3
Notes
10.2.2
10.3.2
10.4.2
2022
(290)
(1,586)
(22)
(3)
171
78
1
2021
(restated)
(262)
(1,021)
(22)
(6)
179
8
3
(1,651)
(1,122)
2022
2021
3
140
1
9
110
51
154
(1)
2
46
-
3
131
(71)
46
(1)
467
156
98
4.5. Effect on cash and cash equivalents of changes in scope of consolidation
resulting in acquisition or loss of control
(€ millions)
Amount paid for acquisitions of control
Cash acquired (bank overdrafts assumed) in acquisitions of control
Proceeds from losses of control
(Cash sold) bank overdrafts transferred in losses of control
EFFECT OF CHANGES IN SCOPE OF CONSOLIDATION
RESULTING IN ACQUISITION OR LOSS OF CONTROL
2022
(18)
-
719
(114)
587
2021
(21)
-
4
1
(15)
In 2022, the net impact of these transactions on the Group’s cash and cash equivalents is mainly due to the loss of control
of GreenYellow for €444 million (Note 3.1.3).
4.6. Effect of changes in scope of consolidation related to equity-accounted
investees
(€ millions)
Amount paid for the acquisition of shares in equity-accounted investees
Net inflow relating to the Mercialys TRS (Notes 3.1.2 and 3.2.1)
Disposal of Floa, net of expenses (Note 3.1.1)(1)
Other
EFFECT OF CHANGES IN SCOPE OF CONSOLIDATION
RELATED TO EQUITY-ACCOUNTED INVESTEES
(1) Excluding operating cash flows relating to commercial agreements.
4.7. Reconciliation of dividends paid to non-controlling interests
(€ millions)
Dividends paid and payable to non-controlling interests
Change in the liability for dividends payable to non-controlling interests
Notes
12.8
Effect of movements in exchange rates
DIVIDENDS PAID TO NON-CONTROLLING INTERESTS
AS PRESENTED IN THE STATEMENT OF CASH FLOWS
2022
(29)
140
166
3
280
2021
(19)
23
-
(3)
1
2022
2021
(53)
(11)
(2)
(69)
(31)
(1)
(66)
(102)
4.8. Effect on cash and cash equivalents of transactions with non-controlling
interests
(€ millions)
Sale of a 10.44% stake in Assaí (Note 3.1.4)
Franprix – acquisition of 2.5% of Pro Distribution (Note 3.1.5)
GPA – exercise of stock options
Other
EFFECT ON CASH AND CASH EQUIVALENTS OF TRANSACTIONS
WITH NON-CONTROLLING INTERESTS
2022
2021
466
(20)
3
(7)
442
-
-
8
7
15
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
4.9. Reconciliation between change in cash and cash equivalents and change
in net debt
(€ millions)
Change in cash and cash equivalents
Additions to loans and borrowings(1)
Repayments of loans and borrowings(1)
Allocation to (use of) segregated account
Outflows (inflows) of financial assets
Non-cash changes in debt(1)
Change in net assets held for sale attributable to owners of the parent
Change in other financial assets
Effect of changes in scope of consolidation
Change in fair value hedges
Change in accrued interest
Other
Effect of movements in exchange rates(1)
Change in loans and borrowings of discontinued operations
CHANGE IN NET DEBT
Net debt at beginning of year
Net debt at end of year
(1) These impacts relate exclusively to continuing operations.
4.10. Reconciliation of net interest paid
(€ millions)
Net finance costs reported in the income statement
Neutralisation of unrealised exchange gains and losses
Neutralisation of amortisation of debt issuance/redemption costs and premiums
Capitalised borrowing costs
Change in accrued interest and in fair value hedges of borrowings
Interest paid on lease liabilities
No-drawdown credit lines costs, non-recourse factoring
and associated transaction costs
Notes
11.2.2
11.2.2
4.11
2022
43
(1,973)
1,984
(448)
(111)
(470)
(719)
143
260
82
(184)
(52)
(237)
-
2021
(452)
(4,203)
3,514
(3)
16
(10)
77
60
(62)
13
(57)
(41)
(4)
(5)
(1,212)
(1,147)
5,060
6,273
3,914
5,060
11.2
Notes
11.3.1
10.3.3
11.3.2
11.3.2
2022
(581)
1
32
(78)
87
(338)
(108)
2021
(422)
9
64
(8)
2
(308)
(88)
INTEREST PAID, NET AS PRESENTED IN THE STATEMENT OF CASH FLOWS
(985)
(752)
4.11. Cash fl ows in investing activities
related to fi nancial assets
In 2022, cash outflows and inflows related to financial assets
amounted to €232 million and €712 million, respectively,
representing a net cash inflow of €480 million. They mainly
reflect the use of segregated accounts, primarily the account
linked to the RCF financing operation (Note 11.2.1).
In 2021, cash outflows and inflows related to financial assets
amounted to €174 million and €163 million, respectively,
representing a net cash outflow of €11 million. They were
mainly attributable to changes in segregated accounts
(Note 11.2.1).
100
NOTE 5 SEGMENT INFORMATION
ACCOUNTING PRINCIPLE
In accordance with IFRS 8 – Operating Segments, segment
information is disclosed on the same basis as the Group’s
internal reporting system used by the chief operating
decision maker (the Chairman and Chief Executive Officer)
in deciding how to allocate resources and in assessing
performance.
The Group’s reportable segments are as follows:
● France Retail: reportable segment comprising retail
operating segments (mainly the Casino, Monoprix and
Franprix sub-group banners);
● GPA: reportable segment comprising the retail operations
of GPA’s food banners in Brazil;
● Assaí: reportable segment comprising the retail operations
of the Assaí food chain in Brazil;
● Grupo Éxito: reportable segment comprising the food
retail operations of the Éxito, Disco - Devoto and Libertad
sub-group banners in Colombia, Uruguay and Argentina,
respectively;
● E-commerce: reportable segment comprising Cdiscount
and the Cnova NV holding company.
Following the spin-off of GPA and Sendas assets, the
conversion of Extra hypermarkets into Assaí stores, the
proposed spin-off of GPA (distribution of 83% of Grupo
Éxito’s shares to its shareholders) and the disposal of a
block of Assaí shares (Note 2), the Latam Retail reportable
segment now comprises GPA, Assaí and Grupo Éxito.
A “Latam Retail” sub-total is also presented in certain
notes to the consolidated financial statements.
The operating segments included in France Retail have
similar businesses in terms of product type, assets and
human resources required for operations, customer profile,
distribution methods, marketing offer and long-term
financial performance.
These reportable segments reflect pure retail activities
and retail-related activities. Given the dual strategy and
the interconnection between retail and real estate, the
operating segments include real estate asset management
activities, property development activities and energy-
related activities until September 2022 (GreenYellow).
Management assesses the performance of these segments
on the basis of net sales, trading profit (which included
the allocation of holding company costs to all of the
Group’s business units) and EBITDA. EBITDA (earnings
before interest, taxes, depreciation and amortisation) is
defined as trading profit plus recurring depreciation and
amortisation expense.
Segment assets and liabilities are not specifically reported
internally for management purposes and are therefore
not disclosed in the Group’s IFRS 8 segment information.
Segment information is determined on the same basis
as the consolidated financial statements.
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5.1. Key indicators by reportable segment
(€ millions)
External net sales (Note 6.1)
EBITDA
Recurring depreciation and
amortisation (Notes 6.3 and 6.4)
Trading profit
France
Retail E-commerce
Latam
Retail
of which
GPA
of which
Assaí
of which
Grupo Éxito
2022
14,205
1,268(1)
(785)
482
1,620
17,785
3,344
10,016
4,424
33,610
54
1,186(2)
135(2)
689
362
2,508
(96)
(509)
(200)
(176)
(134)
(1,391)
(42)
677(2)
(65)(2)
514
228
1,117
(1) Of which €32 million in respect of property deals carried out in France, corresponding in 2022 to the recognition of previously eliminated
margins on property development transactions involving Casino and Mercialys following the disposal of assets by Mercialys and disposal of
Casino’s residual interest in Mercialys (Notes 3.1.2 and 3.3.6).
(2) In June 2022, Brazil’s Superior Court of Justice (STJ) confirmed that sales of certain technological products provided for by law – which had
been the subject of an initial unfavourable court ruling – were to be excluded when calculating PIS/COFINS tax. As a result of this decision,
GPA recognised a BRL 160 million (€29 million) tax credit in first-half 2022. A ruling was also handed down in favour of GPA in another legal
action that also concerned the exclusion of ICMS from the base used to calculate PIS/COFINS tax. This led the Group to recognise a tax credit
in the second half of 2022 amounting to BRL 106 million (€19 million), of which BRL 35 million (€6 million) recognised in net sales and
BRL 71 million (€13 million) in other financial income.
(€ millions)
External net sales (Note 6.1)
EBITDA
Recurring depreciation and
amortisation (Notes 6.3 and 6.4)
Trading profit
France
Retail E-commerce
Latam
Retail
of which
GPA
of which
Assaí
of which
Grupo Éxito
2021
(restated)
14,071
1,351(1)
(820)
530
2,031
14,448
4,184
6,568
3,695
30,549
105
1,060(2)
238(2)
489(2)
333
2,516
(87)
(422)
(195)
(104)
(123)
(1,329)
18
638(2)
43(2)
384(2)
211
1,186
(1) Of which €14 million in respect of property deals carried out in France, corresponding in 2021 to the recognition of previously eliminated
margins on property development transactions involving Casino and Mercialys following the decrease in Casino’s stake in Mercialys.
(2) In May 2021, a new ruling by the Brazilian federal supreme court (STF) upheld the decisions in favour of the taxpayers that had been
handed down in 2017 in relation to the exclusion of ICMS from the PIS/COFINS tax base. In light of this ruling, in 2021 Sendas recognised a
BRL 216 million (€34 million) tax credit, of which BRL 175 million (€28 million) was recognised in net sales and BRL 41 million (€6 million)
in other financial income (Note 11.3.2). In 2021, GPA also revalued the tax credits recognised in 2020 and, as a result, reversed the provision
set aside in 2020 for BRL 280 million (€44 million), of which BRL 171 million (€27 million) in sales and BRL 109 million (€17 million) in other
financial income (Note 11.3.2)
5.2. Key indicators by geographic area
(€ millions)
External net sales for the year ended 31 December 2022
External net sales for the year ended 31 December 2021
France
Latin America
Other regions
15,783
16,073
17,787
14,448
39
28
(€ millions)
Non-current assets as at 31 December 2022(1)
Non-current assets restated at 31 December 2021(1)
France
Latin America
Other regions
10,158
10,388
9,800
8,117
51
183
Total
33,610
30,549
Total
20,009
18,689
(1) Non-current assets include goodwill, intangible assets and property, plant, and equipment, investment property, right-of-use assets, investments
in equity-accounted investees, contract assets and prepaid expenses beyond one year.
102
NOTE 6 ACTIVITY DATA
6.1.
Total revenue
ACCOUNTING PRINCIPLE
Total revenue
Total revenue comprises “Net sales” and “Other revenue”.
“Net sales” include sales by the Group’s stores, service
stations and E-commerce sites, franchise fees, revenues
from business leases and financial services revenues.
Most of the amount reported under Group “Net sales”
corresponds to revenue included in the scope of IFRS 15.
“Other revenue“ consists of revenue from the property
development and property trading businesses, rental
revenues, miscellaneous service revenues, incidental
revenues and revenues from secondary activities, and
revenues from the energy business.
The majority of amounts reported under “Other revenue”
are included in the scope of IFRS 15, while rental revenues
are included in the scope of IFRS 16.
Revenue is measured at the contract price, corresponding
to the consideration to which the Group expects to be
entitled in exchange for the supply of goods or services.
The transaction price is allocated to the performance
obligations in the contract, which represent the units of
account for revenue recognition purposes. Revenue is
recognised when the performance obligation is satisfied,
i.e., when control of the good or service passes to the
customer. Revenue may therefore be recognised at a
specific point in time or over time based on the stage
of completion.
The Group’s main sources of revenue are as follows:
● Sales of goods (including through the property trading
business): in this case, the Group generally has only one
performance obligation, that of delivering the good to
the customer. Revenue from these sales is recognised
when control of the good is transferred to the customer
upon delivery, i.e., generally:
- at the checkout for in-store sales;
- on receipt of the goods by the franchisee or affiliated
store;
- on receipt of the goods by the customer for E-commerce
sales.
● Sales of services, for example sales of subscriptions,
franchising fees, logistics services, rental revenue and
property management services: in this case, for operations
included in the scope of IFRS 15, the Group generally
has only one performance obligation, to supply the
service. The related revenues are recognised over the
period in which the services are performed.
● Property development revenues: in this case, the Group
generally has several performance obligations, some
of which may be satisfied at a given point in time and
others over time based on the project's percentage
of completion. The corresponding revenues are then
recognised on a percentage-of-completion basis and
determined according to costs incurred (input method).
● Revenues from the energy business, for which the
Group generally identifies a performance obligation
when the solar power plant is delivered (in exchange
for variable consideration in some cases) or when the
energy performance contracts are sold. The Group also
sells energy services for which the related revenue is
recognised when the service is performed.
The vast majority of revenues are recognised at a given
point in time.
If settlement of the consideration is deferred for an
unusually long time and no promise of financing is
explicitly stated in the contract or implied by the payment
terms, revenue is recognised by adjusting the consideration
for the effects of the time value of money. If significant,
the difference between this price and the unadjusted
transaction price is recognised in “Other financial income”
over the payment deferral period, determined using the
effective interest method.
The Group operates loyalty programmes that enable
customers to obtain discounts or award credits on their
future purchases. Award credits granted to customers
under loyalty programmes represent a performance
obligation that is separately identifiable from the initial
sales transaction. This performance obligation gives rise to
the recognition of a contract liability. The corresponding
revenue is deferred until the award credits are used by
the customer.
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Contract assets and liabilities, incremental
costs to obtain a contract and costs to fulfil
a contract
● A contract asset corresponds to an entity’s right to
consideration in exchange for goods or services that
the entity has transferred to a customer when that right
is conditioned on something other than the passage
of time. Based on this definition, a receivable does not
constitute a contract asset.
The Group recognises a contract asset when it has fulfilled
all or part of its performance obligation but does not
have an unconditional right to payment (i.e., the Group
does not yet have the right to invoice the customer). In
light of its business, contract assets recognised by the
Group are not material.
● A contract liability corresponds to an entity’s obligation
to transfer goods or services to a customer for which the
entity has received consideration from the customer.
The Group recognises contract liabilities mainly for
award credits granted under its loyalty programmes,
advances received and sales for which all or part of
the performance obligation has not yet been fulfilled
(e.g., sales of subscriptions and gift cards, and future
performance obligations of the property development
business for which the customer has already been invoiced
followed by payment of consideration).
● The incremental costs to obtain a contract are those
costs that the Group incurs to obtain a contract with a
customer that it would not have incurred if the contract
had not been obtained and which it expects to recover.
The costs to fulfil a contract are costs related directly to
a contract that generate or enhance the resources that
will be used by the Group in satisfying its performance
obligations and which it expects to recover.
For the Group, the costs to obtain and fulfil contracts
correspond primarily to the costs incurred in connection
with its franchising and affiliation business. These costs
are capitalised and amortised over the life of the franchise
or affiliation contract. The capitalised amounts are tested
regularly for impairment.
Contract assets and the costs of obtaining and fulfilling
contracts are tested for impairment under IFRS 9.
6.1.1. Breakdown of total revenue
(€ millions)
Net sales
Other revenue
TOTAL REVENUE
(€ millions)
Net sales
Other revenue
TOTAL REVENUE
France
Retail E-commerce
Latam
Retail
of which
GPA
of which
Assaí
of which
Grupo Éxito
2022
14,205
223
1,620
17,785
3,344
10,016
4,424
33,610
-
171
25
10
136
394
14,428
1,620
17,956
3,369
10,026
4,561
34,004
France
Retail E-commerce
Latam
Retail
of which
GPA
of which
Assaí
of which
Grupo Éxito
2021
14,071
341
2,031
14,448
4,184
6,568
3,695
30,549
-
163
38
5
120
504
14,412
2,031
14,611
4,222
6,573
3,816
31,053
6.1.2.
Incremental costs of obtaining and fulfilling contracts, contract assets and liabilities
(€ millions)
Costs to obtain contracts included in “Intangible assets”
Contract assets
Right of return assets included in inventories
Contract liabilities
Notes
10.2
6.8/6.9
6.6
6.10
2022
113
-
-
145
2021
101
2
2
127
104
6.2. Cost of goods sold
Gross margin
Change in inventories
ACCOUNTING PRINCIPLE
Gross margin corresponds to the difference between “Net
sales” and the “Cost of goods sold”.
“Cost of goods sold” comprises the cost of purchases net
of discounts, commercial cooperation fees and any tax
credits associated with the purchases, changes in retail
inventories and logistics costs. It also includes property
development and property trading business costs and
changes in the related inventories.
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 recorded 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 inventories, which may be positive or negative,
are determined after taking into account any impairment
losses.
Logistics costs
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 are first received at one of the Group’s sites.
Transport costs included in suppliers’ invoices (e.g., for
goods purchased on a “delivery duty paid” or “DDP” basis)
are included in “Purchases and change in inventories”.
Outsourced transport costs are recognised under “Logistics
costs”.
(€ millions)
Purchases and change in inventories
Logistics costs
COST OF GOODS SOLD
Notes
2022
2021 (restated)
6.3
(24,664)
(1,444)
(22,065)
(1,371)
(26,109)
(23,436)
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6.3. Expenses by nature and function
Selling expenses
Pre-opening and post-closure costs
ACCOUNTING PRINCIPLE
“Selling expenses” consist of point-of-sale costs.
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.
Pre-opening costs that do not meet the criteria for
capitalisation and post-closure costs are recognised in
operating expense when incurred.
(€ millions)
Employee benefits expense
Other expenses
Depreciation and amortisation (Notes 5.1/6.4)
Logistics
costs(1)
Selling
expenses
General and
administrative
expenses
(540)
(760)
(144)
(2,312)
(2,044)
(1,010)
(721)
(455)
(237)
2022
(3,573)
(3,259)
(1,391)
TOTAL
(1,444)
(5,366)
(1,413)
(8,223)
(€ millions)
Employee benefits expense
Other expenses
Depreciation and amortisation (Notes 5.1/6.4)
Logistics
costs(1)
Selling
expenses
General and
administrative
expenses
2021 (restated)
(512)
(716)
(143)
(2,225)
(1,939)
(958)
(694)
(386)
(228)
(3,431)
(3,041)
(1,329)
TOTAL
(1,371)
(5,122)
(1,308)
(7,801)
(1) Logistics costs are reported under “Cost of goods sold”.
6.4. Depreciation and amortisation
(€ millions)
Amortisation of intangible assets
Depreciation of property, plant and equipment
Depreciation of investment property
Depreciation of right-of-use assets
Notes
10.2.2
10.3.2
10.4.2
7.1.1
2022
(241)
(459)
(11)
(681)
2021
(restated)
(219)
(440)
(13)
(667)
TOTAL DEPRECIATION AND AMORTISATION EXPENSE
(1,392)
(1,339)
Depreciation and amortisation reported under
"Profit from discontinued operations"
1
9
DEPRECIATION AND AMORTISATION OF CONTINUING OPERATIONS
5.1/6.3
(1,391)
(1,329)
106
● income and expenses arising from 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. Examples include restructuring costs (such as
reorganisation costs and the costs of converting stores to
new concepts) and provisions and expenses for litigation
and risks (including discounting adjustments).
6.5. Other operating income and expenses
ACCOUNTING PRINCIPLE
This caption covers two types of items:
● income and expenses which, by definition, are not
included in an assessment of a business unit’s recurring
operating performance, such as gains and losses on
disposals of non-current assets, impairment losses on
non-current assets (including the catch-up in depreciation
and amortisation not recognised during the time the
assets are classified as held for sale), and income/expenses
related to changes in the scope of consolidation (for
example, transaction costs and fees for acquisitions of
control, gains and losses from disposals of subsidiaries,
remeasurement at fair value of previously-held interests);
and
(€ millions)
Total other operating income
Total other operating expenses
BREAKDOWN BY TYPE
Gains and losses on disposal of non-current assets(1)(7)
Net asset impairment losses(2)(7)
Net income/(expense) related to changes in scope of consolidation(3)(7)
Gains and losses on disposal of non-current assets, net impairment losses on
assets and net income (expense) related to changes in scope of consolidation
Restructuring provisions and expenses(4)(7)
Provisions and expenses for litigation and risks(5)
Other(6)
Sub-total
TOTAL NET OTHER OPERATING INCOME (EXPENSES)
2022
764
(1,275)
(512)
41
(296)
89
(166)
(240)
(96)
(9)
(346)
(512)
2021
349
(1,005)
(656)
133
(111)
(302)
(281)
(270)
(54)
(51)
(376)
(656)
(1) Net gains on disposal of non-current assets in 2022 primarily concerned the France Retail segment for €37 million. Net gains on disposal
of non-current assets in 2021 primarily reflected the France Retail segment, with the recognition of contingent consideration deemed
highly probable relating to the sale-and-leaseback transactions carried out in 2019 with the funds managed by Fortress and Apollo Global
Management, for €118 million (Note 11.2.2).
(2) Net impairment losses in 2022 mainly concerned the France Retail segment and related to (a) integrated loss-making stores that will be
monetised and operated under a franchise model and (b) impairment tests performed on individual assets. Net impairment losses in 2021
mainly concerned the France Retail segment and related to the asset disposal plan and to impairment tests performed on individual assets.
(3) Net income of €89 million recognised in 2022 resulted mainly from the loss of control of GreenYellow for which a capital gain of
€302 million was recognised (Note 2), partially offset by additional costs of €179 million incurred in the conversion of Extra hypermarkets
into Assaí stores. The net €302 million expense recognised in 2021 was mainly due to the conversion of Extra hypermarkets into Assaí stores,
(impact of €232 million), as well as fees of €25 million in connection with the listing of Assaí in Brazil.
(4) Restructuring provisions and expenses in 2022 mainly concerned (a) France Retail for €178 million, of which €98 million (mainly at Distribution
Casino France) relating to the strategic transformation phase, the change in store concepts and €69 million in organisational streamlining
costs and (b) Latam Retail (mainly GPA) for €50 million relating in particular to employee disputes and store and warehouse restructuring
costs in connection with the closure of the Extra hypermarkets business. Restructuring provisions and expenses in 2021 primarily concerned the
France Retail segment for €234 million (mainly employee-related costs, store closure and reorganisation costs and costs incurred in connection
with the restructuring of logistics operations and converting stores to new concepts for €199 million) and the Latam Retail segment (mainly
GPA) for €35 million.
(5) Provisions and expenses for litigation and risks represented a net expense of €96 million in 2022, including €70 million for tax, payroll and
civil risks at GPA and Sendas. Provisions and expenses for litigation and risks represented a net expense of €54 million in 2021, including
€20 million for tax risks at GPA.
(6) In 2021, this mainly included recognition of a €30 million charge in a France Retail subsidiary resulting from prior year process deficiencies
that were remedied during the year.
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(7) Reconciliation of the breakdown of asset impairment losses with the tables of asset movements:
(€ millions)
Goodwill impairment losses
Impairment (losses) reversals on intangible assets, net
Impairment (losses) reversals on property, plant and equipment, net
Impairment (losses) reversals on investment property, net
Impairment (losses) reversals on right-of-use assets, net
Impairment (losses) reversals on other assets, net (IFRS 5 and other)
TOTAL NET IMPAIRMENT LOSSES
Net impairment losses of discontinued operations
NET IMPAIRMENT LOSSES OF CONTINUING OPERATIONS
of which presented under “Restructuring provisions and expenses”
of which presented under “Net impairment (losses) reversals on assets”
of which presented under “Net income/(expense) related to changes
in scope of consolidation”
of which presented under “Gains and losses on disposal
of non-current assets”
6.6.
Inventories
Notes
10.1.2
10.2.2
10.3.2
10.4.2
7.1.1
2022
2021
-
(13)
(125)
(1)
(107)
(80)
(326)
8
(318)
(33)
(296)
11
-
-
(90)
(123)
(3)
(33)
(54)
(304)
16
(288)
(45)
(111)
(131)
(1)
ACCOUNTING PRINCIPLE
Inventories are measured at the lower of cost and probable
net realisable value. 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. Provisions for impairment of
inventories is recognised if the probable net realisable
value is lower than cost. This analysis takes into account
the business unit’s operating environment and the type,
age, turnover characteristics and sales pattern of the
products concerned.
GPA and Sendas is very high, inventory values would not
be materially different if the FIFO method was applied. The
cost of inventories comprises all costs of purchase, costs of
conversion and other costs incurred in bringing them to
their present location and condition. Accordingly, logistics
costs are included in the carrying amount together with
supplier discounts deducted from "Cost of goods sold".
The cost of inventories also includes gains or losses on
cash flow hedges of future inventory purchases initially
accumulated in equity.
The cost of inventories is determined by the first-in-first-out
(FIFO) method, except for inventories held by GPA and
Sendas which use the weighted average unit cost method,
primarily for tax reasons. As the inventory turnover rate of
For its property development and property trading
businesses, Casino Group recognises assets and projects
in progress in inventories.
(€ millions)
Goods
Property assets
Gross amount
Accumulated impairment losses on goods
Accumulated impairment losses on property assets
Accumulated impairment losses
NET INVENTORIES (NOTE 4.2)
2022
3,656
45
3,702
(59)
(3)
(62)
3,640
2021
3,163
95
3,258
(41)
(3)
(44)
3,214
108
6.7. Trade receivables
ACCOUNTING PRINCIPLE
The Group’s trade receivables are current financial assets
(Note 11) that correspond to an unconditional right to
receive consideration. They are initially recognised at fair
value and subsequently measured at amortised cost
less any expected impairment losses. The fair value of
trade receivables usually corresponds to the amount on
the invoice. A loss allowance for expected credit losses is
recorded upon recognition of the receivable. The Group
applies the simplified approach for the measurement
of expected credit losses on all of its trade receivables,
which are determined based on credit losses observed for
receivables with the same profile, as adjusted to take into
account forward-looking factors such as the customer’s
credit status or the economic environment.
Trade receivables can be sold to banks or other financial
institutions and continue to be carried as assets in
the statement of financial position for as long as the
contractual cash flows and substantially all the related
risks and rewards are not transferred to a third party.
6.7.1. Breakdown of trade receivables
(€ millions)
Trade receivables
Accumulated impairment losses on trade receivables
NET TRADE RECEIVABLES
Notes
11.5.3
6.7.2
4.2
6.7.2. Accumulated impairment losses on trade receivables
(€ millions)
ACCUMULATED IMPAIRMENT LOSSES ON TRADE RECEIVABLES AT 1 JANUARY
Additions
Reversals
Other (changes in scope of consolidation,
reclassifications and foreign exchange differences)
ACCUMULATED IMPAIRMENT LOSSES ON TRADE
RECEIVABLES AT 31 DECEMBER
2022
965
(111)
854
2022
(110)
(49)
46
2
2021
882
(110)
772
2021
(100)
(48)
36
2
(111)
(110)
The criteria for recognising impairment losses are presented in Note 11.5.3 “Counterparty risk”.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
6.8. Other current assets
6.8.1. Breakdown of other current assets
(€ millions)
Financial assets
Other receivables
Financial assets held for cash management purposes
and short-term financial investments
Financial assets arising from a significant disposal
of non-current assets
Guarantees and segregated accounts(1)
Current accounts of non-consolidated companies
Accumulated impairment losses on other receivables
and current accounts
Fair value hedges – assets
Derivatives not qualifying for hedge accounting
and cash flow hedges – assets
Contract assets
Non-fi nancial assets
Other receivables
Tax and employee-related receivables in Brazil
Accumulated impairment losses on other receivables
Prepaid expenses
OTHER CURRENT ASSETS
Notes
2022
11.2.1
11.2.1
11.2.1
6.8.2
11.5.1
11.5.1
6.1.2
6.9
6.8.2
987
789
7
85
124
15
(46)
5
8
-
648
272
271
-
105
2021
1,381
769
1
99
514
10
(32)
7
12
2
652
289
269
-
94
1,636
2,033
(1) Of which €36 million relating to the segregated accounts associated with the November 2019 refinancing transaction (2021: €484 million).
Other receivables primarily include tax and employee-related receivables (excluding Brazil) and receivables from suppliers.
Prepaid expenses mainly concern purchases, other occupancy costs and insurance premiums.
6.8.2. Accumulated impairment losses on other receivables and current accounts
(€ millions)
2022
2021
ACCUMULATED IMPAIRMENT LOSSES ON OTHER RECEIVABLES
AND CURRENT ACCOUNTS AT 1 JANUARY
Additions
Reversals
Other (changes in scope of consolidation, reclassifications
and foreign exchange differences)
ACCUMULATED IMPAIRMENT LOSSES ON OTHER RECEIVABLES
AND CURRENT ACCOUNTS AT 31 DECEMBER
(32)
(65)
39
12
(46)
(34)
(36)
36
1
(32)
110
6.9. Other non-current assets
6.9.1. Analysis of other non-current assets
(€ millions)
Financial assets
Financial assets at fair value through profit or loss
Financial assets at fair value through other comprehensive income
Financial assets arising from a significant disposal of non-current assets
Non-current economic and fair value hedges – assets
Other financial assets
Loans
Non-hedging derivatives – assets
Other long-term receivables
Impairment of other non-current assets
Non-fi nancial assets
Other non-financial assets
Legal deposits paid by GPA and Sendas
Other long-term receivables
Impairment of other non-current assets
Tax and employee-related receivables in Brazil (see below)
Prepaid expenses
OTHER NON-CURRENT ASSETS
Notes
2022
479
2021
534
11.2.1
11.5.1
11.5.1
6.9.2
13.2
6.9.2
13
42
19
85
332
85
-
247
(12)
822
145
145
-
-
659
19
33
44
24
28
418
160
1
258
(13)
649
135
135
-
-
501
13
1,301
1,183
GPA and Sendas have tax and payroll receivables respectively
totalling €596 million (of which €495 million of long-term
receivables and €101 million of short-term receivables) and
€335 million (€164 million long-term and €170 million
short-term) corresponding primarily to ICMS (VAT) for
€366 million, PIS/COFINS (VAT) for €504 million and INSS
(employer social security contributions) for €60 million.
The main tax receivable (PIS/COFINS) is expected to be
recovered as follows:
(€ millions)
Within one year
In one to five years
In more than five years
TOTAL
2022
of which GPA of which Sendas
178
326
-
504
113
287
-
399
65
39
-
104
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
The ICMS tax receivable is expected to be recovered as follows:
(€ millions)
Within one year
In one to five years
In more than five years
TOTAL
2022
of which GPA of which Sendas
206
120
40
366
110
26
16
152
96
94
24
215
GPA and Sendas recognise ICMS and other tax credits
when they have formally established and documented their
right to use the credits and expects to use them within a
reasonable period. These credits are mainly recognised as
a deduction from the cost of goods sold.
6.9.2.
Impairment of other non-current assets
(€ millions)
ACCUMULATED IMPAIRMENT LOSSES ON OTHER NON-CURRENT
ASSETS AT 1 JANUARY
Additions
Reversals
Other reclassifications and movements
ACCUMULATED IMPAIRMENT LOSSES ON OTHER NON-CURRENT
ASSETS AT 31 DECEMBER
6.10. Other liabilities
2022
(13)
(2)
-
2
2021
(7)
(5)
1
(2)
(12)
(13)
2022
2021 (restated)
(€ millions)
Financial liabilities
Derivative instruments – liabilities (Note 11.5.1)
Tax, social security and other liabilities
Amounts due to suppliers of non-current assets
Current account advances
Non-fi nancial liabilities
Tax, social security and other liabilities
Contract liabilities (Note 6.1.2)
Deferred income
TOTAL
Non-current
portion
Current
portion
Total
2,072
4
1,951
4
1,492
1,546
404
51
1,118
877
117
123
471
51
1,305
1,017
145
143
Non-current
portion
Current
portion
Total
133
1,946
2,079
23
64
46
-
92
56
23
13
1
1,646
260
39
1,250
1,021
104
124
24
1,710
306
39
1,342
1,077
127
137
121
-
54
67
-
187
140(1)
28
20
309
3,069
3,377
225
3,196
3,422
(1) Including BRL 600 million (€106 million) in the 9% social contribution surtax on profit (CSSL) recognised by GPA (Note 9.1.2).
112
6.11. Off-balance sheet commitments
ACCOUNTING PRINCIPLE
At every year-end, Management determines, to the best
of its knowledge, that there are no off-balance sheet
commitments likely to have a material effect on the
Group’s current or future financial position other than
those described in this note.
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.
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.
Off-balance sheet commitments relating to the scope of consolidation are presented in Note 3.4.2.
6.11.1. Commitments given
The amounts disclosed in the table below represent the maximum (undiscounted) potential amounts that might have
to be paid under guarantees issued by the Group. They are not netted against sums which might be recovered through
legal action or counter-guarantees received by the Group.
(€ millions)
Assets pledged as collateral(1)
Bank guarantees given(2)
Guarantees given in connection with disposals of non-current assets
Other commitments
TOTAL COMMITMENTS GIVEN
Expiring:
Within one year
In one to five years
In more than five years
2022
138
2,359
20
73
2021
301
2,205
7
52
2,590
2,565
223
2,327
39
154
2,319
91
(1) Current and non-current assets pledged, mortgaged or otherwise given as collateral. As at 31 December 2022, this concerns GPA for €103 million,
mainly in connection with the tax disputes described in Note 13.2 (2021: €116 million). In 2021, this item also concerned GreenYellow for an
amount of €101 million in connection with project-related liabilities. The amount of €138 million at 31 December 2022 (€301 million at
31 December 2021) does not include the guarantees given in connection with the November 2019 financing transaction (Note 11.5.4).
(2) At 31 December 2022, this amount includes €2,198 million in bank guarantees obtained by GPA and Sendas (31 December 2021:
€1,985 million) mainly in connection with the tax disputes described in Note 13.2. It also comprises guarantees issued on behalf of joint ventures
for €60 million (31 December 2021: €60 million) described in Note 3.3.7 and a guarantee granted to Aldi France in connection with the sale
of Leader Price for €50 million (2021: €100 million).
6.11.2. Commitments received
The amounts disclosed in the table below represent the maximum (undiscounted) potential amounts in respect of
commitments received.
(€ millions)
Bank guarantees received
Secured financial assets
Undrawn confirmed lines of credit (Note 11.2.4)
Other commitments
TOTAL COMMITMENTS RECEIVED
Expiring:
Within one year
In one to five years
In more than five years
2022
102
68
2,202
27
2,398
284
1,958
157
2021
52
65
2,216
53
2,386
179
2,114
92
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 7 LEASES
ACCOUNTING PRINCIPLE
Group as lessee
The Group is a lessee in a large number of property
leases primarily relating to store properties, warehouses,
office buildings and apartments for lessee managers. It
also acts as lessee in leases of vehicles, store machinery
and equipment (notably cooling systems) and logistics
equipment, primarily in France.
The Group’s lease contracts are recognised in accordance
with IFRS 16 – Leases, taking into account the terms
and conditions of each lease and all relevant facts and
circumstances.
At the inception of such contracts, the Group determines
whether or not they meet the definition of (or contain)
a lease, i.e., whether they convey the right to control the
use of an identified asset for a period of time in exchange
for consideration.
Leases are carried in the lessee’s statement of financial
position as follows:
● a right-of-use asset reflecting the right to use a leased
asset over the lease term is recorded in “Right-of-use
assets” in the consolidated statement of financial position;
● a lease liability reflecting the obligation to make lease
payments over that same period is recorded in “Current
lease liabilities” and “Non-current lease liabilities” in
the consolidated statement of financial position.
Lease liabilities are not included in the calculation of
consolidated net debt.
Initial measurement
At the lease commencement date:
● lease liabilities are recognised at the present value of
future fixed lease payments over the estimated term
of the lease, as determined by the Group. The Group
generally uses its incremental borrowing rate to discount
these future lease payments. Future fixed lease payments
include adjustments for payments that depend on an
index or a contractually defined growth rate. They can
also include the value of a purchase option or estimated
early termination penalties, when Casino is reasonably
certain to exercise these options. Any lease incentives
receivable at the lease commencement date are deducted
from the fixed lease payments;
● right-of-use assets are recognised for the value of the
lease liabilities, less any lease incentives received from
the lessor, plus any lease payments made at or before the
commencement date, initial direct costs and an estimate
of costs to be incurred in respect of any contractual
restoration obligations.
The Group only includes the lease component of the
contract when measuring its lease liabilities. For certain
categories of assets where the lease includes a service
component as well as a lease component, the Group may
recognise a single lease contract (i.e., with no distinction
between the service and lease components).
Subsequent measurement
After the commencement date, lease liabilities are carried
at amortised cost using the effective interest rate method.
Lease liabilities are:
● increased by interest expenses, as calculated by applying
a discount rate to the liabilities at the start of the financial
period. These interest expenses are recognised in the
income statement within “Other financial expenses”;
● reduced by any lease payments made;
● cash payments for the principal portion of lease liabilities
along with cash payments for the interest portion of
those liabilities are included within net cash used in
financing activities in the consolidated statement of
cash flows. These lease payments are generally shown on
the “Repayments of lease liabilities” and “Interest paid,
net” lines. However, lease payments under leases where
the underlying asset can be shown to have suffered a
prolonged decline in value are presented on a separate
line. This is the case, for example, when assets have
been written down in full: these lease payments are
then presented within “Other repayments” within cash
flow from financing activities.
The carrying amount of lease liabilities is remeasured
against right-of-use assets to reflect any lease modifications
and in the event of:
● changes in the lease term;
● changes in the assessment of whether or not a purchase
option is reasonably certain to be exercised;
● changes in amounts expected to be payable under a
residual value guarantee granted to the lessor;
114
● changes in variable lease payments that depend on an
index or rate when the index or rate adjustment takes
effect (i.e., when the lease payments are effectively
modified).
In the first two cases, lease liabilities are remeasured using
a discount rate as revised at the remeasurement date. In
the last two cases, the discount rate used to measure the
lease liabilities on initial recognition remains unchanged.
Right-of-use assets are measured using the amortised
cost model as from the lease commencement date and
over the estimated term of the lease. This gives rise to
the recognition of a straight-line depreciation expense in
the income statement. Right-of-use assets are reduced
by any impairment losses recognised in accordance with
IAS 36 (Note 10.5) and are readjusted in line with the
remeasurement of lease liabilities.
In the event a lease is terminated early, any gains or losses
arising as a result of derecognising the lease liabilities and
right-of-use assets are taken to the income statement
within other operating income or other operating
expenses.
Estimating the lease term
The lease term corresponds to the enforceable period of
the lease (i.e., the period during which the lease cannot
be cancelled by the lessor, plus all possible contractual
extensions permitted that are able to be decided
unilaterally by the lessee), and takes account of any periods
covered by an option to terminate or extend the lease if
the Group is reasonably certain respectively to not exercise
or exercise that option.
In estimating the reasonably certain term of a lease, the
Group considers all of the characteristics associated with
the leased assets (local laws and regulations, location,
category – e.g., stores, warehouses, offices, apartments,
property/equipment leases, expected useful life, etc.).
Under leases of store properties, the Group may also
consider economic criteria such as the performance of
the leased assets, and whether or not significant recent
investments have been made in the stores.
Generally, the term of property leases and equipment
leases corresponds to the initial term provided for in the
lease contract.
More specifically, for “3-6-9”-type commercial leases in
France, the Group generally recognises a term of nine
years as the enforceable period of the lease as of the
lease commencement date, in accordance with the ANC’s
3 July 2020 position statement.
For contracts with automatic renewal clauses (notably
“3-6-9”-type leases), the Group considers that it is
unable to anticipate this automatic renewal period at
the inception of the lease, and that this tacit renewal
period only becomes reasonably certain upon expiry of
the initial lease term. The right-of-use asset and lease
liability are re-estimated at that date, provided that no
previous modifying events have occurred, based on an
automatically renewable period of nine years.
Lastly, the Group may be required to revise the lease
term in the event significant leasehold improvements
are made during the lease term that could lead to a
significant penalty which is reflected in the residual value
of the leasehold improvements at the end of the lease.
Discount rate
The discount rate generally used to calculate the lease
liability for each lease contract depends on the Group’s
incremental borrowing rate at the lease commencement
date. This rate is the rate of interest that a lessee would
have to pay at the lease commencement date to borrow
over a similar term, and with a similar security, the funds
necessary to obtain an asset of similar value to the right-
of-use asset in a similar economic environment. The Group
calculates a discount rate for each country, taking into
account the entity’s credit spread and the lease terms.
Lease premiums
Any lease premiums relating to lease contracts are
included within “Right-of-use assets”. Depending on the
legal particulars inherent to each lease premium, they
are either amortised over the underlying lease term if the
lease premium cannot be separated from the right-of-use
asset, or (most commonly) are not amortised, but are
tested annually for impairment if the lease premium is
distinct from the right-of-use asset.
Short-term leases and leases of low-value assets
The Group has chosen to apply the recognition exemptions
in IFRS 16 concerning:
● short-term leases (i.e., with a term of 12 months or less
at inception). Leases with purchase options are not
classified as short-term leases;
● leases for which the underlying asset is of low value
(value of underlying leased asset less than €5,000).
Within the Group, these exemptions apply mainly to
leases of store equipment and office equipment such as
tablets, computers, mobile telephones and photocopiers.
Payments under these leases are included in operating
expenses in the consolidated income statement, in the
same way as variable lease payments which are not
included in the initial measurement of lease liabilities. Cash
flows relating to lease payments made are included within
net cash from operating activities in the consolidated
statement of cash flows.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Sale-and-leaseback transactions
A sale-and-leaseback transaction is a transaction in which
the owner of assets sells those assets to third parties and
then leases them back. If the sale of the assets by the
seller-lessee meets the definition of a sale under IFRS 15:
● the seller-lessee measures the right-of-use asset under
the lease as a proportion of the net carrying amount of
the asset transferred, which corresponds to the right
of use retained by that seller-lessee. Accordingly, the
seller-lessee only recognises the net disposal gain or loss
that relates to the rights transferred to the buyer-lessor;
● the buyer-lessor accounts for the purchase of the asset
applying applicable standards and for the lease applying
IFRS 16.
If the sale of the asset by the seller-lessee does not meet
the definition of a sale under IFRS 15, the sale-and-
leaseback is accounted for as a financing transaction.
Accordingly:
● the seller-lessee recognises the transferred asset in
its statement of financial position and recognises a
financial liability equal to the consideration received
from the buyer-lessor;
● the buyer-lessor does not recognise the transferred asset
in its statement of financial position but recognises a
financial asset equal to the consideration transferred.
Deferred taxes
In the event a lease gives rise to a temporary difference,
deferred tax is recognised (Note 9).
Group as lessor
When the Group acts as lessor, it classifies each of its leases
as either a finance lease or an operating lease.
● Finance leases are treated as a sale of non-current assets
to the lessee financed by a loan granted by the lessor.
To recognise a finance lease, the Group:
- derecognises the leased asset from its statement of
financial position;
- recognises a financial receivable in “Financial assets at
amortised cost” within “Other current assets” and “Other
non-current assets” in its consolidated statement of
financial position at an amount equal to the present
value, discounted at the contractual interest rate or
incremental borrowing rate, of the lease payments
receivable under the lease, plus any unguaranteed
residual value accruing to the Group;
- splits the lease income into (i) interest income recognised
in the consolidated income statement within “Other
financial income”, and (ii) amortisation of the principal,
which reduces the amount of the receivable.
● For operating leases, the lessor includes the leased assets
within “Property, plant and equipment” in its statement
of financial position and recognises lease payments
received under “Other revenue” in the consolidated income
statement on a straight-line basis over the lease term.
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Land
and land
improvements
Buildings,
fixtures and
fittings
Other property,
plant and
equipment
Other
intangible
assets
Total
7.1. Group as lessee
Details of these leases are provided below.
7.1.1. Statement of financial position information
■ Composition of and change in right-of-use assets
(€ millions)
Carrying amount at 1 January 2021
New assets
Modifications/remeasurements
Derecognised assets
Depreciation for the year
Impairment (losses) reversals, net
Changes in scope of consolidation
Effect of movements in exchange rates
IFRS 5 reclassifications
Other reclassifications and movements
Carrying amount at 31 December 2021
New assets
Modifications/remeasurements
Derecognised assets
Depreciation for the year
Impairment (losses) reversals, net(1)
Changes in scope of consolidation
Effect of movements in exchange rates
IFRS 5 reclassifications
Other reclassifications and movements
35
8
4
(7)
(6)
-
-
-
-
-
34
5
5
(6)
(5)
-
(5)
1
-
-
4,545
457
403
(260)
(603)
(21)
(15)
(10)
(7)
(21)
4,468
574
357
(170)
(636)
(105)
(1)
127
(4)
57
CARRYING AMOUNT AT 31 DECEMBER 2022
27
4,668
(1) Mainly related to a plan to transfer loss-making integrated stores to a franchise model (Note 6.5).
181
14
2
(23)
(49)
(12)
-
(1)
-
7
120
3
1
(21)
(29)
-
(7)
-
(1)
1
66
127
4,888
-
6
-
(9)
-
1
-
1
479
415
(290)
(667)
(33)
(15)
(9)
(7)
(12)
126
4,748
9
5
(15)
(11)
(2)
-
16
(1)
1
591
367
(213)
(681)
(107)
(13)
144
(6)
60
128
4,889
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
■ Lease liabilities
(€ millions)
Current portion
Non-current portion
TOTAL
of which France Retail
of which Latam Retail(1)
of which E-commerce
Notes
11.5.4
2022
743
4,447
5,190
2,646
2,411
133
2021
718
4,174
4,891
2,904
1,820
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(1) The increase is primarily attributable to a currency effect and sale and leaseback transactions in Brazil.
Note 11.5.4 provides an analysis of lease liabilities by maturity.
7.1.2.
Income statement information
The following amounts were recognised in the income statement in respect of leases (excluding lease liabilities):
(€ millions)
Rental expense relating to variable lease payments(1)
Rental expense relating to short-term leases(1)
Rental expense relating to leases of low-value assets
that are not short-term leases(1)
(1) Leases not included in lease liabilities recognised in the statement of financial position.
2022
2021
73
6
113
62
6
104
Depreciation charged against right-of-use assets is presented
in Note 7.1.1, while interest expense on lease liabilities is
shown in Note 11.3.2.
● decrease of €43 million in property, plant and equipment
and of €106 million in assets held for sale (Note 3.5.1);
● recognition of disposal gains of €110 million within other
Sub-letting income included within right-of-use assets is
set out in Note 7.2.
7.1.3. Statement of cash flow information
Total lease payments made in the year amounted to
€1,135 million (2021: €1,058 million).
operating income.
In 2022, the main sale-and-leaseback transaction carried
out was the transaction planned as part of the operation to
convert Extra hypermarkets into Assaí stores and concerning
17 store properties (see Note 2 to the 2021 consolidated
financial statements). At 31 December 2022, 16 assets
had been sold.
7.1.4. Sale-and-leaseback transactions
The impact on the consolidated financial statements of
the Group’s sale-and-leaseback transactions carried out
in 2022 are as follows:
● recognition of a right-of-use asset for €107 million and
a lease liability for €147 million;
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7.2. Group as lessor
Operating leases
The following table provides a maturity analysis of payments receivable under operating leases:
(€ millions)
Within one year
In one to two years
In two to three years
In three to four years
In four to five years
In five or more years
2022
2021
63
24
16
12
9
43
66
27
15
11
10
43
UNDISCOUNTED VALUE OF LEASE PAYMENTS RECEIVABLE
167
173
The following amounts were recognised in the income statement:
(€ millions)
Operating leases
Lease income(1)
Sub-letting income included within right-of-use assets
2022
2021
148
34
119
39
(1) Including €15 million in variable lease payments in 2022 that do not depend on an index or rate (2021: €12 million).
NOTE 8 EMPLOYEE BENEFITS EXPENSE
8.1. Employee benefi ts expense
Employee benefits expense is analysed by function in Note 6.3.
8. 2. Provisions for pensions and other post-employment benefi ts
ACCOUNTING PRINCIPLE
Provisions for pensions and other
post-employment 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 company.
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
years of service, life expectancy and staff turnover rates
(based on resignations only).
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 what has actually occurred). All actuarial
gains and losses arising on defined benefit plans are
recognised in other comprehensive income.
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Past service cost, corresponding to the increase in the
benefit obligation resulting from the introduction of a
new benefit plan or modification of an existing plan, is
expensed immediately.
discount rate defined in IAS 19 to the net obligation
(i.e., the projected obligation less related plan assets)
recognised in respect of defined benefit plans, as
determined at the beginning of the year.
The expense in the income statement comprises:
● service cost, i.e., the cost of services provided during
the year, recognised in trading profit;
● past service cost and the effect of plan curtailments or
settlements, generally recognised in “Other operating
income and expenses”;
● interest cost, corresponding to the discounting adjustment
to the projected benefit obligation net of the return on
plan assets, recorded in “Other financial income and
expenses”. Interest cost is calculated by applying the
The provision recognised in the statement of financial
position is measured as the net present value of the
obligation less the fair value of plan assets.
Provisions for other in-service long-term
employee benefits
● Other in-service long-term employee benefits, such as
jubilees, are also covered by provisions, determined on
the basis of an actuarial estimate of vested rights as of
the reporting date. Actuarial gains and losses on these
benefit plans are recognised immediately in profit or loss.
8.2.1. Breakdown of provisions for pensions and other post-employment benefits
and for long-term employee benefits
(€ millions)
Pensions
Jubilees
Bonuses for services rendered
PROVISIONS FOR PENSIONS AND OTHER
POST-EMPLOYMENT BENEFITS
AND FOR LONG-TERM EMPLOYEE BENEFITS
2022
2021
Non-current
portion
Current
portion
187
23
5
12
1
1
Non-current
portion
Current
portion
233
30
10
11
1
-
Total
199
24
6
Total
244
31
10
216
13
228
273
12
285
8.2.2. Presentation of pension plans
■ Defined contribution plan
Defined contribution plans are plans in which the Company
pays regular contributions into a fund. The Company’s
obligation is limited to the amount it agrees to contribute
to the fund and it offers no guarantee that the fund
will have sufficient assets to pay all of the employees’
entitlements to benefits. This type of plan predominantly
concerns employees of the Group’s French subsidiaries, who
participate in the government-sponsored basic pension
scheme.
The expense relating to defined contribution plans in 2022
was €221 million, of which 86% concerns the Group’s
French subsidiaries.
■ Defined benefit plan
In certain countries, local laws or conventional agreements
provide for the payment of a lump sum to employees
either when they retire or at certain times post-retirement,
based on their years of service and final salary at the age
of retirement.
8.2.3. Main assumptions used in determining total defined benefit obligations
(pension plans)
Defined benefit plans are exposed to risks concerning future interest rates, salary increase rates, turnover and mortality rates.
The following table presents the main actuarial assumptions used to measure the projected benefit obligation:
Discount rate
France
2022
3.8%
International
2021
2022
2021
1.0%
7.8% – 13.7%
7.8% – 8.5%
Expected rate of future salary increases
2.0% – 2.8% 1.0% – 1.9%
3.5% – 9.6%
Retirement age
62-65
62-65
57-62
3.5%
57-62
For French companies, the discount rate is determined by reference to the Bloomberg 15-year AA corporate composite
index.
120
■ Sensitivity analysis
A 100-basis point increase (decrease) in the discount rate
would have the effect of reducing the projected benefit
obligation by 8% (increasing the projected benefit obligation
by 9%).
A 100-basis point increase (decrease) in the expected rate
of salary increases would have the effect of increasing the
projected benefit obligation by 9% (reducing the projected
benefit obligation by 8%).
8.2.4. Change in retirement benefit obligations and plan assets
The following tables show a reconciliation of the projected benefit obligations of all Group companies to the provisions
recognised in the consolidated financial statements for the years ended 31 December 2022 and 31 December 2021.
(€ millions)
France
International
Total
2022
2021
2022
2021
2022
2021
Projected benefit obligation at 1 January
255
267
Items recorded in the income statement
Service cost
Interest cost
Past service cost
Curtailments/settlements
Items included in other comprehensive income
(1)
Actuarial (gains) and losses related to:
(i) changes in financial assumptions
(ii) changes in demographic assumptions
(iii) experience adjustments
(2) Effects of movements in exchange rates
Other
Paid benefits
Changes in scope of consolidation
Other movements
3
19
2
-
(18)
(42)
(42)
(44)
(5)
7
-
(10)
(14)
(1)
5
5
20
2
-
(17)
(2)
(2)
(4)
-
2
-
(15)
(14)
(1)
-
Projected benefi t obligation at 31 December
A
205
255
Weighted average duration of plans
4
4
-
1
4
-
(1)
(1)
(1)
-
-
-
(1)
(1)
-
-
7
5
259
272
1
-
-
-
-
(1)
(1)
(1)
-
-
-
(1)
(1)
-
-
4
8
19
3
4
(18)
(43)
(43)
(45)
(5)
7
-
(11)
(14)
(1)
5
213
14
5
20
2
-
(17)
(3)
(2)
(4)
-
2
-
(16)
(15)
(1)
-
259
17
(€ millions)
France
International
Total
2022
2021
2022
2021
2022
2021
Fair value of plan assets at 1 January
16
17
Items recorded in the income statement
Interest on plan assets
Items included in other comprehensive income
Actuarial (losses) gains (experience adjustments)
Effect of movements in exchange rates
Other
Paid benefits
Changes in scope of consolidation
Other movements
Fair value of plan assets at 31 December
B
-
-
-
-
-
(2)
(2)
-
-
14
-
-
1
1
-
(2)
(2)
-
-
16
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16
17
-
-
-
-
-
(2)
(2)
-
-
14
-
-
1
1
-
(2)
(2)
-
-
16
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
(€ millions)
France
International
Total
2022
2021
2022
2021
2022
2021
Net post-employment benefi t obligation
A-B
191
239
Unfunded projected benefit obligation under funded plans
Projected benefit obligation under funded plans
Fair value of plan assets
Projected benefit obligation under unfunded plans
1
15
(14)
190
1
16
(16)
238
7
-
-
-
7
4
-
-
-
4
199
244
1
15
(14)
198
1
16
(16)
243
Plan assets consist mainly of units in fixed-rate bond funds.
■ Reconciliation of provisions recorded in the statement of financial position
(€ millions)
At 1 January
Expense for the year
Actuarial gains and losses
Effect of movements in exchange rates
Paid benefits
Partial reimbursement of plan assets
Changes in scope of consolidation
Other movements
AT 31 DECEMBER
■ Breakdown of expense for the year
(€ millions)
Service cost
Interest cost(1)
Past service cost
Curtailments/settlements
EXPENSE FOR THE YEAR
(1) Reported under “Other financial income and expenses”.
■ Undiscounted future cash flows
France
International
Total
2022
2021
2022
2021
2022
2021
240
250
3
(43)
-
(12)
-
(1)
5
5
(2)
-
(12)
-
(1)
-
192
240
4
4
(1)
-
(1)
-
-
-
7
5
1
(1)
-
(1)
-
-
-
244
255
8
(43)
-
(12)
-
(1)
5
5
(2)
-
(13)
-
(1)
-
4
199
244
France
International
Total
2022
2021
2022
2021
2022
2021
19
2
-
(18)
3
20
2
-
(17)
4
-
-
4
-
4
-
-
-
-
1
19
3
4
(18)
7
20
2
-
(17)
5
(€ millions)
Statement of
financial position
2023
2024
2025
2026
2027
Beyond
2027
Post-employment benefits
199
12
10
14
18
25
820
Undiscounted cash flows
122
8.3. Share-based payments
ACCOUNTING PRINCIPLE
Share-based payments
Management and selected employees of the Group
receive stock options (options to purchase or subscribe
for shares) and free shares.
The benefit represented by stock options, measured
at fair value on the grant date, constitutes additional
compensation. The grant-date fair value of the options
is recognised in “Employee benefits expense” over the
option vesting period or in “Other operating expenses”
when the benefit relates to a transaction that is also
recognised in “Other operating income and expenses”
(Note 6.5). 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 free shares 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 the
free shares are not subject to any vesting conditions, the
cost of the plan is recognised in full on the grant date.
Otherwise, it is deferred and recognised over the vesting
period as and when the vesting conditions are met. When
bonus shares are granted to employees in connection
with a transaction affecting the scope of consolidation,
the related cost is recorded in “Other operating income
and expenses”.
Free shares are granted to certain Company managers
and store managers. In certain cases, the shares vest in
tranches, subject to the attainment of a performance
target for the period concerned. In all cases, the shares are
forfeited if the grantee leaves the Group before the end of
the vesting period.
8.3.1.
Impact of share-based payments
on earnings and equity
The total net cost of share-based pay ment plans
recognised in operating profit in 2022 was €13 million
(2021: €14 million), including €5 million each for Casino,
Guichard-Perrachon and GPA, and €3 million for Sendas.
The impact on equity was an increase for the same amount.
8.3.2. Casino, Guichard-Perrachon stock
option plans
At 31 December 2022, no Casino, Guichard-Perrachon
stock options were outstanding.
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8.3.3. Casino, Guichard-Perrachon free share plans
■ Free share plan features and assumptions
Date of plan
15/12/2022
10/05/2022
10/05/2022
15/12/2021
28/07/2021
28/07/2021
28/07/2021
28/07/2021
27/04/2020
27/04/2020
07/05/2019
15/05/2018
TOTAL
Number of
free shares
authorised
61,836
6,798
Number of
unvested
shares at
31 Dec. 2022
Of which
number of
performance
shares(1)
61,836
4,326
-
-
Vesting date
31/08/2024
28/02/2024
10/05/2025
318,727
252,635
252,635
31/07/2023
30/04/2023
31/01/2023
28/07/2026
9,052
22,641
7,049
3,972
9,052
22,045
7,049
3,972
-
-
-
3,972
28/07/2024
231,932
149,857
149,857
27/04/2025
8,171
27/04/2023
160,033
07/05/2024
15/05/2023
7,809
7,326
8,171
95,794
7,809
3,808
8,171
95,794
7,809
3,808
845,346
626,354
522,046
Share
price (€)(2)
Fair value of
the share (€)(2)
10.33
16.69
16.69
23.25
24.50
24.50
24.50
24.50
35.87
35.87
35.49
40.75
10.33
16.31
14.37
22.55
23.62
23.35
16.76
18.46
26.25
25.34
14.65
17.01
(1) Performance conditions mainly concern organic sales growth and the level of trading profit or EBITDA of the company that employs the
grantee.
(2) Weighted average.
■ Changes in free shares
Free share grants
Unvested shares at 1 January
Free share rights granted
Free share rights cancelled
Shares issued
UNVESTED SHARES AT 31 DECEMBER
2022
880,921
387,361
(300,381)
(341,547)
626,354
2021
621,481
538,969
(47,082)
(232,447)
880,921
8.3.4. Features of GPA stock option plans
● “B Series” stock options are exercisable between the 37th and the 42nd months following the grant date. The exercise
price is BRL 0.01 per option.
● “C Series” stock options are exercisable between the 37th and the 42nd months following the grant date. The exercise price
corresponds to 80% of the average of the last 20 closing prices for GPA shares quoted on the Bovespa stock exchange.
Name of plan
Grant date
Exercise period
start date
Expiry date
Number
of options
granted
(thousands)
Option exercise
price (BRL)
Number
of options
outstanding at
31 Dec. 2022
(thousands)
C7 Series
B7 Series
C8 Series
B8 Series
31/01/2021
31/05/2023
30/11/2023
31/01/2021
31/05/2023
30/11/2023
31/05/2022
31/05/2025
30/11/2025
31/05/2022
31/05/2025
30/11/2025
497
673
1,328
1,617
12.60
0.01
17.28
0.01
8.46
217
223
1,328
1,270
3,038
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■ Main assumptions used to value stock options
GPA uses the following assumptions to value its plans
(“Series” 7 and 8 respectively):
The average fair value of outstanding stock options at
31 December 2022 was BRL 12.80 or €2.27.
● dividend yield: 1.61% and 4.50%;
● projected volatility: 37.09% and 43.48%;
● risk-free interest rate: 5.47% and 11.96%.
The table below shows changes in the number of
outstanding options and weighted average exercise prices
in the years presented:
Options outstanding at 1 January
of which exercisable options
Options granted during the year
Options exercised during the year
Options cancelled during the year
Options that expired during the year
OPTIONS OUTSTANDING AT 31 DECEMBER
of which exercisable options
2022
2021
Number of
outstanding
options
(thousands)
Weighted
average
exercise price
(BRL)
Number of
outstanding
options
(thousands)
Weighted
average
exercise price
(BRL)
1,412
-
2,945
(985)
(291)
(43)
3,038
-
5.71
-
7.80
1.94
10.82
6.34
8.46
-
1,468
-
1,225
(1,157)
(54)
(70)
1,412
-
30.71
-
22.37
7.65
10.50
11.57
5.71
-
8.3.5. Features of Sendas stock option plans
● “B Series” stock options are exercisable between the 37th
and the 42nd months following the grant date. The exercise
price is BRL 0.01 per option.
● “C Series” stock options are exercisable between the 37th
and the 42nd months following the grant date. The exercise
price corresponds to 80% of the average of the last
20 closing prices for Sendas shares quoted on the Bovespa
stock exchange.
Name of plan
Grant date
Exercise period
start date
Expiry date
B8 Series
C8 Series
B9 Series
C9 Series
31/05/2021
01/06/2024
30/11/2024
31/05/2021
01/06/2024
30/11/2024
31/05/2022
01/06/2025
30/11/2025
31/05/2022
01/06/2025
30/11/2025
Number
of options
granted
(thousands)
363
363
2,163
1,924
Option
exercise
price
(BRL)
Number
of options
outstanding at
31 Dec. 2022
(thousands)
0.01
13.39
0.01
12.53
6.01
314
314
2,131
1,892
4,651
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■ Main assumptions used to value stock options
Sendas uses the following assumptions to value its plans
(“Series” 8 and 9 respectively):
● dividend yield: 1.28% and 1.20%;
● projected volatility: 37.06% and 37.29%;
● risk-free interest rate: 7.66% and 12.18%;
● exit rate: 8%.
The average fair value of outstanding stock options at
31 December 2022 was BRL 17.21, BRL 7.69, BRL 15.27
and BRL 7.35, respectively, for the B8, C8, B9 and C9
Series (€3.05, €1.36, €2.71 and €1.30, respectively, for
these Series).
The table below shows changes in the number of
outstanding options and weighted average exercise prices
in the years presented:
2022
2021
Number of
outstanding
options
(thousands)
Weighted
average
exercise price
(BRL)
Number of
outstanding
options
(thousands)
Weighted
average
exercise price
(BRL)
Options outstanding at 1 January
of which exercisable options
Options granted during the year
Options exercised during the year
Options cancelled during the year
Options that expired during the year
OPTIONS OUTSTANDING
AT 31 DECEMBER
of which exercisable options
668
-
4,087
(104)
-
-
4,651
-
6.70
-
5.90
6.01
-
-
6.01
-
-
-
726
-
(58)
-
668
-
8.4. Gross remuneration and benefi ts of the members of the Group Executive
Committee and the Board of Directors
(€ millions)
Short-term benefits excluding social security contributions(1)
Social security contributions on short-term benefits
Termination benefits for key executives
Share-based payments(2)
TOTAL
2022
16
6
6
1
30
-
-
6.70
-
6.70
-
6.70
-
2021
25
4
-
3
32
(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 free share plans.
The members of the Group Executive Committee are not entitled to any specific supplementary pension benefits.
8.5. Average number of Group employees
Average full-time equivalent employees by category
Managers
Staff
Supervisors
GROUP TOTAL
126
2022
10,395
158,802
19,614
2021
10,811
165,454
20,043
188,811
196,307
NOTE 9 INCOME TAXES
ACCOUNTING PRINCIPLE
Income tax expense corresponds to the sum of the current
taxes due by the various Group companies, adjusted for
deferred taxes.
Substantially all qualifying French subsidiaries are members
of the tax group headed by Casino, Guichard-Perrachon
and file a consolidated tax return.
Current tax expense reported in the income statement
corresponds to the tax expense of the parent company
of the tax group and of 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, unused tax credits 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.
Deferred taxes are recognised using the balance sheet
approach and in accordance with IAS 12. 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.
The Group reviews the probability of deferred tax assets
being recovered on a periodic basis for each tax entity.
This review may, if necessary, lead to the derecognition of
deferred tax assets recognised in prior years. The probability
for recovery is assessed based on a tax plan indicating the
level of projected taxable profits.
The assumptions underlying the tax plan are consistent
with those used in the medium-term business plans and
budgets prepared by Group entities and approved by
Senior Management.
The French corporate value-added tax (Cotisation sur la
Valeur Ajoutée des Entreprises – CVAE), which is based
on the value-added reflected in the separate financial
statements, is included in “Income tax expense” in the
consolidated income statement.
When payments to holders of equity instruments are
deductible for tax purposes, the tax effect is recognised
by the Group in the income statement.
In accordance with IFRIC 23 – Uncertainty over Income Tax
Treatments, the Group presents provisions for uncertain
income tax positions within income tax liabilities.
On 14 December 2022, all EU Member States formally
adopted the Directive, which aims to ensure a global
minimum level of taxation for multinationals and large-
scale domestic groups in the Union, implementing at EU
level the global agreement reached by the OECD Inclusive
Framework on 8 October 2021.
The Pillar 2 Directive should be transposed into French law
before the end of 2023. Its provisions will be applicable to
financial years beginning on or after 31 December 2023
(for the tax liability rule, while the under-taxed payments
rule will be applicable to financial years beginning on or
after 31 December 2024).
9.1.
Income tax expense
9.1.1. Analysis of income tax expense
(€ millions)
Current income tax
Other taxes (CVAE)
Deferred taxes
Total income tax (expense) benefi t recorded
in the income statement
Income tax on items recognised in “Other
comprehensive income” (Note 12.7.2)
Income tax on items recognised in equity
2022
2021 (restated)
France International
Total
France International
Total
(62)
(27)
(73)
(162)
(12)
-
57
-
114
171
(5)
(27)
41
9
(34)
(30)
29
(35)
(79)
-
201
121
(114)
(30)
230
86
(1)
(13)
(10)
(1)
(10)
(118)
(118)
1
-
1
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9.1.2. Tax proof
(€ millions)
Profit (loss) before tax
2022
(334)
2021 (restated)
(283)
Theoretical income tax benefit (expense)(1)
86
-25.83%
80
-28.41%
Reconciliation of the theoretical income tax benefit (expense)
to the actual income tax benefit (expense)
Impact of differences in foreign tax rates
(28)
8.5%
(29)
10.4%
Recognition of previously unrecognised tax benefits on tax losses
and other deductible temporary differences(2)
Unrecognised deferred tax assets/valuation allowances
on recognised deferred tax assets on tax loss carryforwards
or other deductible temporary differences(3)
24
-7.3%
13
-4.7%
(327)
98.1%
(58)
20.4%
Change in corporate tax rate(4)
CVAE net of income tax
Non-deductible interest expense(5)
Non-deductible asset impairment losses
Other taxes on distributed earnings(6)
Deductible interest on deeply-subordinated perpetual bonds
(47)
(20)
(21)
3
(7)
13
14.1%
6.0%
6.2%
-0.9%
2.0%
-3.9%
Reduced-rate asset disposals and changes in scope of consolidation(7)
269
-80.7%
Change in Brazilian taxation(8)
Other
ACTUAL INCOME TAX BENEFIT (EXPENSE)/EFFECTIVE TAX RATE
73
(10)
-21.9%
3.0%
9
-2.7%
(19)
(22)
(24)
(3)
(4)
10
(27)
171
(3)
86
6.5%
7.6%
8.5%
0.9%
1.5%
-3.7%
9.7%
-60.4%
1.2%
-30.5%
(1) The reconciliation of the effective tax rate paid by the Group is based on the current French rate of 25.83% (28.41% in 2021).
(2) In 2022, this primarily concerns the France Retail segment in an amount of €21 million. In 2021, it concerned the France Retail segment for
€9 million and the Latam Retail segment for €4 million.
(3) In 2022, this concerns France Retail, Latam Retail and E-commerce segments for negative amounts of €285 million, €8 million and
€34 million, respectively (Notes 9.2.3 and 9.2.4). During the year, and in accordance with IAS 12, the Group capped its recognition of deferred
taxes relating to the tax losses of the Casino, Guichard-Perrachon tax consolidation group and recorded an expense of €240 million. In 2021, this
concerned the France Retail segment for €21 million, the Latam Retail segment for €22 million and the E-commerce segment for €15 million.
(4) As a result of a Brazilian Federal Supreme Court (STF) ruling dated February 2023, which has been applied retrospectively since 2007, GPA is
now liable for the 9% social contribution surtax on profit (CSLL) which, together with the corporate income tax rate of 25%, raises its tax rate
to 34%. As a result of this ruling, a non-current tax liability was recognised for BRL 600 million (€106 million – Note 6.10). The impact of this
ruling, net of the revised deferred tax amount, is an expense of BRL 407 million (€75 million).
(5) Tax laws in some countries cap the deductibility of interest paid by companies. The impact on the two periods presented essentially concerns
the France scope.
(6) Corresponding to taxation of intra-group dividends.
(7) In 2022 relating to (a) the Group’s plan to dispose of non-strategic assets and, in particular, GreenYellow and Mercialys, and (b) the ongoing
restructuring of our Brazilian operations.
(8) Following a change in Brazilian legislation in the second half of 2021 stipulating the non-taxation of investment grants, a tax reduction was
recognised in respect of grants received in 2022, in line with the reduction already recognised in the second half of 2021. In 2021, further to a
change in Brazilian legislation, the tax on investment grants was cancelled and a tax credit of €125 million recognised in respect of taxation
levied in previous years. The Brazilian subsidiaries also benefited from a favourable ruling from the STF regarding the exclusion of monetary
corrections relating to judicial proceedings from the tax base. This resulted in the recognition of a tax credit for €46 million.
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9.2. Deferred taxes
9.2 .1. Change in deferred tax assets
(€ millions)
At 1 January
(Expense) benefit for the year(1)
Impact of changes in scope of consolidation
IFRS 5 reclassifications
Effect of movements in exchange rates and other reclassifications
Changes recognised directly in equity and other comprehensive income
AT 31 DECEMBER
(1) Impairment, net.
2022
2021 (restated)
1,195
132
2
3
165
(8)
1,022
191
1
-
(11)
(7)
1,490
1,195
The deferred tax benefit net of deferred tax liabilities (Note 9.2.2) relating to discontinued operations was €9 million in
2022 (€76 million in 2021).
9.2.2. Change in deferred tax liabilities
(€ millions)
At 1 January
Expense/(benefit) for the year
Impact of changes in scope of consolidation
IFRS 5 reclassifications
Effect of movements in exchange rates and other reclassifications
Changes recognised directly in equity and other comprehensive income
2022
405
82
(2)
-
13
4
2021
508
(115)
1
-
11
-
AT 31 DECEMBER
503
405
9.2.3. Deferred tax assets and liabilities by source
Notes
2022
2021 (restated)
Net
(€ millions)
Intangible assets
Property, plant and equipment
Right-of-use assets net of lease liabilities
Inventories
Financial instruments
Other assets
Provisions
Regulated provisions
Other liabilities
Tax loss carryforwards and tax credits
NET DEFERRED TAX ASSET (LIABILITY)
Deferred tax assets recognised in the statement of financial position
Deferred tax liabilities recognised in the statement of financial position
9.2.1
9.2.2
NET
(571)
165
214
25
(7)
(86)
256
(55)
80
966
987
1,490
503
987
(466)
(34)
166
26
15
(42)
174
(58)
43
965
790
1,195
405
790
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
The tax saving realised by the Casino, Guichard-Perrachon
tax group amounted to €124 million in 2022 versus
€103 million in 2021.
Recognised tax loss carryforwards and tax credits mainly
concern the Casino, Guichard-Perrachon, GPA and Éxito
tax groups. The corresponding deferred tax assets have
been recognised in the statement of financial position
as their utilisation is considered probable in view of the
forecast future taxable profits of the companies concerned.
At 31 December 2022, deferred tax assets amounted to
€509 million for Casino, Guichard-Perrachon, €175 million
for GPA and €77 million for Éxito. These amounts are
expected to be recovered by 2030 ( Casino, Guichard-
Perrachon and GPA), and 2027 (Éxito).
Deferred tax assets are recognised on tax loss carryforwards
over the period during which they are expected to be
recovered, based on the likely existence of future taxable
profits. The estimated recovery of tax loss carryforwards is
based on the achievement of projected taxable profit targets.
For example, for the Casino, Guichard Perrachon tax group,
achieving an average of 85% of the operating profitability
targets over the period of the plan would mean not being
able to use €150 million in deferred taxes arising on tax
losses (able to be carried forward indefinitely).
9.2.4. Unrecognised deferred tax assets
At 31 December 2022, unrecognised deferred tax assets
arising on tax loss carryforwards amounted to approximately
€1,663 million, representing an unrecognised deferred
tax effect of €436 million (€821 million at 31 December
2021, representing an unrecognised deferred tax effect
of €221 million). These losses mainly relate to the Casino,
Guichard-Perrachon tax group, the Franprix sub-group and
Cdiscount, and can mostly be carried forward indefinitely.
NOTE 10 INTANGIBLE ASSETS, PROPERTY, PLANT
AND EQUIPMENT, AND INVESTMENT PROPERTY
The cost of non-current assets corresponds to their
purchase cost plus transaction expenses including tax.
For intangible assets, property, plant and equipment, and
investment property, these expenses are added to the
assets’ carrying amount and follow the same accounting
treatment.
ACCOUNTING PRINCIPLE
10.1 . Goodwill
ACCOUNTING PRINCIPLE
At the acquisition date, goodwill is measured in
accordance with the accounting principle applicable
to “Business combinations”, described in Note 3. It is
allocated to the cash generating unit (CGU) 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 (Note 10.1.1). Goodwill is not amortised. It is
tested for impairment at each year-end, or whenever
events or a change of circumstances indicate that it
may be impaired. Impairment losses on goodwill are not
reversible. The methods used by the Group to test goodwill
for impairment are described in the “Impairment of
non-current assets” section in Note 10.5. 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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10.1.1. Breakdown by business line and geographic area
(€ millions)
France Retail
Hypermarkets, supermarkets and convenience stores
Franprix
Monoprix
Other
E-commerce (France)
Latam Retail
Argentina
Brazil – GPA
Brazil – Assaí
Colombia
Uruguay
CASINO GROUP
10.1.2. Movements for the year
(€ millions)
Carrying amount at 1 January
Goodwill recognised during the year
Impairment losses recognised during the year
Goodwill written off on disposals
Effect of movements in exchange rates
Reclassifications and other movements
CARRYING AMOUNT AT 31 DECEMBER
10.2. Other intangible assets
31 December 2022
Net
31 December 2021
Net
4,375
1,594
1,456
1,319
6
58
2,500
88
636
1,154
363
259
6,933
2022
6,667
19
-
(13)
160
100
4,309
1,523
1,449
1,327
10
61
2,298
75
569
1,031
406
217
6,667
2021
6,656
17
-
(5)
(24)
24
6,933
6,667
ACCOUNTING PRINCIPLE
Intangible assets acquired separately by the Group
are initially recognised at cost and those acquired in
business combinations are initially recognised at fair
value. Intangible assets consist mainly of purchased
software, software developed for internal use, trademarks,
patents and costs to obtain contracts. Trademarks that
are created and developed internally are not recognised
in the statement of financial position. Intangible assets
are amortised on a straight-line basis over their estimated
useful lives, as determined separately for each asset
category. Capitalised development costs are amortised over
three years and software over three to ten years. Indefinite
life intangible assets (including 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 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 and expenses”) when the asset is derecognised.
Residual values, useful lives and depreciation methods
are reviewed at each year-end and revised prospectively
if necessary.
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10.2.1. Breakdown
(€ millions)
Concessions, trademarks, licences and banners
Software
Other
2022
Gross
amount
Accumulated
amortisation and
impairment
Gross
amount
Net
2021 (restated)
Accumulated
amortisation and
impairment
Net
1,335
1,736
484
(113)
1,222
1,315
(110)
1,205
(1,134)
602
1,543
(242)
241
489
(1,001)
(230)
543
259
INTANGIBLE ASSETS
3,554
(1,490) 2,065
3,347
(1,341) 2,006
10.2.2. Movements for the year
(€ millions)
Concessions,
trademarks, licences
and banners
Carrying amount at 1 January 2021 (restated)
1,264
Changes in scope of consolidation
Additions and acquisitions
Assets disposed of during the year
Amortisation for the year
Impairment (losses) reversals, net(3)
Effect of movements in exchange rates
IFRS 5 reclassifications
Other reclassifications and movements
Carrying amount at 31 December 2021 (restated)
Changes in scope of consolidation
Additions and acquisitions
Assets disposed of during the year
Amortisation for the year
Impairment (losses) reversals, net
Effect of movements in exchange rates
IFRS 5 reclassifications
Other reclassifications and movements
29
1
-
(2)
(79)
(7)
-
(1)
1,205(1)
(27)
1
-
(2)
-
44
3
(2)
CARRYING AMOUNT AT 31 DECEMBER 2022
1,222(1)
Software
483
-
87
(1)
(149)
(3)
1
(10)
135
543
(7)
138
(3)
(182)
(10)
17
-
105
602
Other intangible
assets
302
(5)
173
(1)
(68)
(9)
(1)
(18)
(113)
Total
2,048
23
262
(2)
(219)
(90)
(8)
(28)
21
259(2)
2,006
(26)
151
(1)
(57)
(4)
-
(20)
(61)
(59)
290
(3)
(241)
(13)
61
(17)
42
241(2)
2,065
(1) Including trademarks for €1,220 million (31 December 2021: €1,176 million).
(2) Including costs to obtain contracts for €113 million (31 December 2021: €101 million) (Note 6.1.2).
(3) Of which €78 million relating to impairment losses recognised against the Extra trademark in 2021 (Note 6.5).
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Internally-generated intangible assets (mainly information systems developments) represented €107 million at
31 December 2022 (31 December 2021: €103 million).
Intangible assets at 31 December 2022 include trademarks with an indefinite life, carried in the statement of financial
position for €1,220 million, allocated to the following groups of CGUs:
2022
644
415
90
113
25
567
1
566
9
2021
600
371
81
127
21
567
1
566
9
(€ millions)
Latam Retail
of which Brazil – GPA(1)
of which Brazil – Sendas(1)
of which Colombia
of which Uruguay
France Retail
of which Casino France
of which Monoprix(1)
E-commerce
(1) Trademarks are allocated to the following banners in Brazil and Monoprix banners in France:
(€ millions)
Brazil – GPA
Pão de Açúcar
Extra
Other
Brazil – Sendas
Assaí
Monoprix
Monoprix
Other
2022
2021
415
185
229
1
90
90
566
552
14
371
165
205
1
81
81
566
552
14
Intangible assets were tested for impairment at 31 December 2022 using the method described in Note 10.5 “Impairment
of non-current assets”. The test results are presented in the same note.
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10.3. Pr operty, plant and equipment
ACCOUNTING PRINCIPLE
Property, plant and equipment are measured at cost
less accumulated depreciation and any accumulated
impairment losses.
Subsequent expenditures are recognised in assets if
they satisfy the recognition criteria of IAS 16. The Group
examines these criteria before incurring the 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 for each category of
assets, with generally no residual value. The main useful
lives are as follows:
Asset category
Land
Buildings (structure)
Roof waterproofing
Fire protection of the building structure
Land improvements
Building fixtures and fittings
Technical installations, machinery and equipment
Computer equipment
Depreciation period (years)
-
50
15
25
10 to 40
5 to 20
5 to 20
3 to 5
“Roof waterproofing” and “Fire protection of the building
structure” 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 included
in the “Building (structure)” category.
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 and expenses”) when the asset
is derecognised.
Property, plant and equipment are derecognised on
disposal or when no future economic benefits are expected
from their use or disposal. The gain or loss arising from
Residual values, useful lives and depreciation methods
are reviewed at each year-end and revised prospectively
if necessary.
10.3.1. Breakdown
(€ millions)
Land and land improvements
Buildings, fixtures and fittings
Other non-current assets(1)
2022
Gross
amount
Accumulated
depreciation and
impairment
2021
Accumulated
depreciation and
impairment
(88)
Net
664
(1,074)
1,739
Gross
amount
752
2,813
Net
737
(106)
(1,338)
2,335
(4,820)
2,247
6,659
(4,421)
2,238
843
3,673
7,066
PROPERTY, PLANT AND EQUIPMENT
11,582
(6,264)
5,319
10,224
(5,582)
4,641
(1) Other non-current assets consist mainly of facilities, machinery and equipment.
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10.3.2. Movements for the year
(€ millions)
Carrying amount at 1 January 2021
Changes in scope of consolidation
Additions and acquisitions
Assets disposed of during the year
Depreciation for the year
Impairment (losses) reversals, net
Effect of movements in exchange rates
IFRS 5 reclassifications(1)
Other reclassifications and movements
Carrying amount at 31 December 2021
Changes in scope of consolidation
Additions and acquisitions
Assets disposed of during the year
Depreciation for the year
Impairment (losses) reversals, net
Effect of movements in exchange rates
IFRS 5 reclassifications
Other reclassifications and movements
Land and land
improvements
Buildings,
fixtures and
fittings
Other property,
plant and
equipment
660
-
35
(10)
(3)
(3)
(15)
(22)
23
664
-
14
(8)
(3)
(6)
(3)
60
20
1,559
(5)
268
(4)
(104)
(20)
(22)
(75)
141
1,739
(128)
716
(27)
(101)
(16)
72
60
19
2,060
46
719
(33)
(333)
(99)
(11)
(21)
(90)
2,238
(351)
855
(105)
(355)
(102)
63
44
(40)
Total
4,279
41
1,021
(46)
(440)
(123)
(48)
(118)
74
4,641
(479)
1,586
(140)
(459)
(125)
131
164
(1)
CARRYING AMOUNT AT 31 DECEMBER 2022
737
2,335
2,247
5,319
(1) In 2021, this mainly concerned the reclassification of property, plant and equipment as “Assets held for sale” (i) at GPA, for an amount of
BRL 517 million (€82 million) in respect of the 17 store properties concerned by a sale-and-leaseback transaction (Note 3.5.1) and (ii) at Sendas,
for an amount of BRL 349 million (€59 million) (Note 3.5.1).
Property, plant and equipment were tested for impairment at 31 December 2022 using the method described in
Note 10.5 “Impairment of non-current assets”. The test results are presented in the same note.
10.3.3. Capitalised borrowing costs
ACCOUNTING PRINCIPLE
Borrowing costs 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.
Interest capitalised in 2022 amounted to €78 million, reflecting an average interest rate of 13% (2021: €8 million at an
average rate of 7.4%).
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10.4.
Investment property
ACCOUNTING PRINCIPLE
Investment property is property held by the Group or
leased by the Group (in which case it gives rise to a
right-of-use asset) to earn rental revenue or for capital
appreciation or both. The shopping malls 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. Investment property is
depreciated over the same useful life and according to
the same rules as owner-occupied property.
10.4.1. Breakdown
(€ millions)
INVESTMENT PROPERTY
2022
Accumulated
depreciation and
impairment
(143)
Gross
amount
546
Net
403
Gross
amount
540
2021
Accumulated
depreciation and
impairment
(129)
10.4.2. Movements for the year
(€ millions)
Carrying amount at 1 January
Changes in scope of consolidation
Additions and acquisitions
Assets disposed of during the year
Depreciation
Impairment (losses) reversals, net
Effect of movements in exchange rates
IFRS 5 reclassifications
Other reclassifications and movements(1)
CARRYING AMOUNT AT 31 DECEMBER
2022
411
-
22
(1)
(11)
(1)
(48)
-
30
403
Net
411
2021
428
-
22
-
(13)
(3)
(31)
-
9
411
(1) Including €28 million at end-2022 (31 December 2021: €19 million) relating to the remeasurement at Libertad in application of IAS 29 – Financial
Reporting in Hyperinflationary Economies.
At 31 December 2022, investment property totalled €403 million, of which 65% (€260 million) concerned Éxito.
Investment property at 31 December 2021 amounted to €411 million, of which 68% concerned Éxito.
Amounts recognised in the income statement in respect of rental revenue and operating expenses on investment
properties were as follows:
(€ millions)
Rental revenue from investment properties
Directly attributable operating expenses on investment properties
§ that generated rental revenue during the year
§ that did not generate rental revenue during the year
2022
84
(20)
(18)
2021
66
(18)
(16)
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■ Fair value of investment property
The main investment properties at both end-2022 and
end-2021 were held by Éxito.
based on market value as confirmed by market indicators,
representing a level 3 fair value input.
At 31 December 2022, the fair value of investment property
was €716 million (31 December 2021: €687 million). For
most investment properties, fair value is determined on the
basis of valuations carried out by independent valuers. In
accordance with international valuation standards, they are
The fair value of investment property classified as “Assets
held for sale” was €1 million at 31 December 2022
and primarily concerned the Latam Retail segment
(31 December 2021: €1 million, also primarily concerning
the Latam Retail segment).
10.5.
Impairment of non-current assets (intangible assets, property,
plant and equipment, investment property and goodwill)
ACCOUNTING PRINCIPLE
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.
Intangible assets and property, plant and equipment are
tested for impairment whenever there is an indication
that their carrying amount may not be recoverable and
at least annually, at the end of the year, for goodwill and
intangible assets with an indefinite useful life.
Cash Generating Units (CGUs)
A cash generating unit is the smallest identifiable group
of assets that includes the asset and that generates cash
inflows that are largely independent of the cash inflows
from other assets or groups of assets.
The Group has defined its 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.
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;
● operating assets related to the business (assets of the
CGU): ratio of net carrying amount of store assets divided
by sales (including VAT) higher than a defined level
determined separately for each store category;
● assets allocated to administrative activities (headquarters
and warehouses): site closure or obsolescence of
equipment used at the site.
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 retail industry, fair value less costs to sell is generally
determined on the basis of a sales or EBITDA multiple.
Value in use is the present value of the future cash flows
expected to be derived from continuing use of an asset
plus a terminal value. It is determined internally or by
external experts on the basis of:
● cash flow projections contained usually in business plans
covering three years. Cash flows beyond this projection
period are usually estimated over a period of three years
by applying a growth rate as determined by Management
(generally constant);
● a terminal value determined by applying a perpetual
growth rate to the final year's cash flow projection.
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.
Impairment losses
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 expenses".
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.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
10.5.1. Movements for the year
Net impairment losses recognised in 2022 on goodwill,
intangible assets, property, plant and equipment, investment
property and right-of-use assets totalled €246 million
(Note 6.5), of which €224 million arose in relation to
individual assets (mainly in the France Retail segment for
€211 million, the Latam Retail segment for €8 million and
the E-commerce segment for €6 million), €33 million in
relation to restructuring operations (mainly in the France
Retail segment for €24 million and in the Latam Retail
segment for €9 million), and a negative €11 million impact
in relation to changes in the scope of consolidation (mainly
in the Latam Retail segment).
Further to the impairment tests conducted in 2021, the
Group recognised net impairment losses on goodwill,
intangible assets, property, plant and equipment, investment
property and right-of-use assets totalling €249 million
(Note 6.5), of which €73 million arose in relation to
individual assets (mainly in the France Retail segment for
€65 million, the Latam Retail segment for €7 million and
the E-commerce segment for €2 million), €131 million in
relation to changes in the scope of consolidation (mainly
in the Latam Retail segment for €113 million and in the
France Retail segment for €18 million), and €45 million
in relation to restructuring operations (mainly in the France
Retail segment for €34 million and the Latam Retail
segment for €11 million).
10.5.2. Goodwill impairment losses
Annual impairment testing consists of determining the
recoverable amounts of the CGUs or groups of CGUs 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 CGUs in accordance with the classifications presented
in Note 10.1.1. Some goodwill may also occasionally be
allocated directly to CGUs.
Annual impairment testing consists of determining the
recoverable amount of each CGU based on value in use, in
accordance with the principles described in Note 10.1. Value
in use is determined by the discounted cash flows method,
based on after-tax cash flows and using the following rates.
■ Assumptions used in 2022 for internal calculations of values in use
Region
France (retail)
France (other)(3)
Argentina(4)
Brazil – GPA(3)
Brazil – Assaí(3)
Colombia(3)
Uruguay
2022 perpetual
growth rate(1)
2022 after-tax
discount rate(2)
2021 perpetual
growth rate(1)
2021 after-tax
discount rate(2)
2.0%
2.0%
-
5.4%
5.4%
3.7%
5.4%
6.1%
1.4%
5.5%
6.1% and 8.6%
1.4% and 1.9%
5.5% and 7.5%
-
11.0%
12.2%
7.4%
9.2%
4.0%
4.6%
6.6%
3.0%
5.8%
11.6%
10.0%
10.4%
7.4%
8.6%
(1) In 2022, the inflation-adjusted perpetual growth rate was nil (2021: between 0% and 1.5% depending on the nature of the CGU’s business/
banner and country).
(2) The discount rate corresponds to the weighted average cost of capital (WACC) for each country. WACC is calculated at least once a year during
the annual impairment testing exercise by taking account of the sector’s levered beta, a market risk premium and the Group’s cost of debt
for France and the local cost of debt for subsidiaries outside France.
(3) At 31 December 2022, the market capitalisation of the listed subsidiaries was as follows: GPA €791 million, Sendas €4,659 million, Éxito
€853 million and Cnova €1,067 million. With the exception of Cnova and Sendas, these market capitalisations were less than the carrying
amount of the subsidiaries’ net assets. Impairment tests on GPA and Éxito goodwill were performed based on their value in use (see below).
(4) For Argentina, the recoverable amount was determined using the adjusted net asset value method.
138
No impairment loss was recognised at 31 December 2022
from the annual goodwill impairment test conducted at
the end of the year.
With the exception of GPA and Argentina, 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. The Group considers reasonably foreseeable
changes in key assumptions to be 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.
The recoverable amount of the GPA CGU was determined
by reference to its value in use, calculated from cash flow
projections based on three-year financial budgets approved
by Senior Management, extrapolation of projections over
a period of two years, a terminal value calculated from
perpetual capitalisation of notional annual cash flow based
on cash flows taken from the last year of forecasts, and a
11.01% discount rate (2021: 10.00%).
Management believes that a cumulative change in key
assumptions could result in a carrying amount equal to the
recoverable amount. The table below shows the individual
change of the key assumptions required for the estimated
recoverable value of the GPA CGU to equal its carrying
amount (including €636 million in goodwill).
Change required for the GPA CGU carrying amount to equal its recoverable value
31 December 2022
Post-tax discount rate
Perpetual growth rate net of inflation
EBITDA margin used for the annual cash flow projection
For Argentina, the recoverable amount was determined using
the adjusted net asset value method. The remeasurement
relates to the Company's property portfolio, which is
measured at fair value less costs to sell. Fair value was
estimated on the basis of appraisals made by independent
experts of all the real estate assets owned by the subsidiary.
A 4.9% decrease in fair value less costs to sell would reduce
the recoverable amount to the carrying amount.
+233 bps
-342 bps
-152 bps
10.5.3. Trademark impairment losses
The recoverable amounts of trademarks were estimated
at the year-end using the discounted cash flows method
as applied to the CGU of the relevant banner. The main
trademarks concern the subsidiaries GPA and Monoprix.
The Extra and Pão de Açúcar banners in Brazil which own
the banners with a net carrying amount of €229 million
and €185 million, respectively, at 31 December 2022, were
tested for impairment. No impairment was recognised as a
result of this test. Changes in the key assumptions used (a
100-basis point increase in discount rates, a 25-basis point
decrease in the perpetual growth rate used to calculate
the terminal value, and a 50-basis point decrease in the
EBITDA margin for the cash flow projection used to calculate
terminal value) would have led the recoverable amount to
equal the carrying amount.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 11 FINANCIAL STRUCTURE AND FINANCE COSTS
ACCOUNTING PRINCIPLE
Financial assets
Financial assets are initially measured at fair value plus
directly attributable transaction costs in the case of
instruments not measured at fair value through profit or
loss. Directly attributable transaction costs of financial
assets measured at fair value through profit or loss are
recorded in the income statement.
Financial assets are classified in the following three
categories:
● financial assets at amortised cost;
● financial assets at fair value through other comprehensive
income (FVOCI);
● financial assets at fair value through profit or loss.
The classification depends on the business model within
which the financial asset is held and the characteristics
of the instrument’s contractual cash flows.
Financial assets are classified as current if they are due in
less than one year at the closing date and non-current if
they are due in more than one year.
Financial assets at amortised cost
Financial assets are measured at amortised cost when
(i) they are not designated as financial assets at fair value
through profit or loss, (ii) they are held within a business
model whose objective is to hold assets in order to collect
contractual cash flows and (iii) they give rise to cash flows
that are solely payments of principal and interest on the
nominal amount outstanding (“SPPI” criterion).
They are subsequently measured at amortised cost,
determined using the effective interest method, less any
expected impairment losses in relation to the credit risk.
Interest income, exchange gains and losses, impairment
losses and gains and losses arising on derecognition are
all recorded in the income statement.
This category primarily includes trade receivables (except
for GPA and Sendas credit card receivables), cash and
cash equivalents as well as other loans and receivables.
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.
Financial assets at fair value through other
comprehensive income (OCI)
This category comprises debt instruments and equity
instruments.
● Debt instruments are measured at fair value through
OCI when (i) they are not designated as financial assets
at fair value through profit or loss, (ii) they are held within
a business model whose objective is achieved by both
collecting contractual cash flows and selling financial
assets, and (iii) they give rise to cash flows that are solely
payments of principal and interest on the nominal
amount outstanding (“SPPI” criterion). Interest income,
exchange gains and losses and impairment losses are
recorded in the income statement. Other net gains and
losses are recorded in OCI. When the debt instrument
is derecognised, the cumulative gain or loss previously
recognised in OCI is reclassified to profit or loss.
This category mainly consists of GPA and Sendas credit
card receivables.
● Equity instruments that are not held for trading may also
be measured at fair value through OCI. This method may
be chosen separately for each investment. The choice is
irrevocable. Dividends received are recognised in profit
or loss unless the dividend clearly represents a recovery
of part of the cost of the investment. Other gains and
losses are recorded in OCI and are never reclassified to
profit or loss. At present, the Group’s use of this option
is non-material.
Financial assets at fair value through profit or loss
All financial assets that are not classified as financial
assets at amortised cost or at fair value through OCI are
measured at fair value through profit or loss. Gain and
losses on these assets, including interest or dividend
income, are recorded in the income statement.
This category mainly comprises derivative instruments that
do not qualify for hedge accounting and investments in
non-consolidated companies, for which the Group decided
not to use the fair value through other comprehensive
income (OCI) option.
140
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and
short-term investments.
The accounting treatment of put options granted to
owners of non-controlling interests (“NCI puts”) is described
in Note 3.4.1.
To be classified as cash equivalents under IAS 7,
investments must be:
● short-term investments;
● highly liquid investments;
● readily convertible to known amounts of cash;
● subject to an insignificant risk of changes in value.
Usually, the Group uses interest bearing bank accounts
or term deposits of less than three months.
Impairment of financial assets
IFRS 9 requires the recognition of lifetime expected credit
losses on financial assets. This impairment model applies
to financial assets at amortised cost (including cash-based
instruments), contract assets and debt instruments at fair
value through OCI.
The main financial assets concerned are trade receivables
relating to Brazilian credit activities, trade receivables
from franchisees and affiliated stores and rent receivables.
For trade and rent receivables and contract assets, the
Group applies the simplified approach provided for in
IFRS 9. This approach consists of estimating lifetime
expected credit losses on initial recognition, usually using
a provision matrix that specifies provision rates depending
on the number of days that a receivable is past due.
For other financial assets, the Group applies the general
impairment model.
Derecognition of financial assets
Financial assets are derecognised in the following two
cases:
● the contractual rights to the cash flows from the financial
asset have expired; or
● the contractual rights have been transferred. In this
latter case:
- if substantially all the risks and rewards of ownership
of the financial asset have been transferred, the asset
is derecognised in full,
- if substantially all the risks and rewards of ownership
are retained by the Group, the financial asset continues
to be recognised in the statement of financial position
for its total amount.
Financial liabilities
Financial liabilities are classified as current if they are due
in less than one year at the closing date and non-current
if they are due in more than one year.
Financial liabilities recognised at amortised cost
Borrowings and other financial liabilities at amortised cost
are initially measured at the fair value of the consideration
received, and subsequently at amortised cost, using the
effective interest method. Transaction costs and issue
and redemption premiums directly attributable to the
acquisition or issue of a financial liability are deducted
from the liability’s carrying amount. The costs are then
amortised over the life of the liability by the effective
interest method.
Within the Group, some loans and other financial liabilities
at amortised cost are hedged.
Several subsidiaries have set up reverse factoring
programmes with financial institutions to enable their
suppliers to collect receivables more quickly in the ordinary
course of the purchasing process. The accounting policy
for these transactions depends on whether or not the
characteristics of the liabilities concerned have been
changed. For example, when trade payables are not
substantially modified (term and due date, consideration,
face value) they continue to be recorded under "Trade
payables". Otherwise, they are qualified as financing
transactions and included in financial liabilities under
“Trade payables - structured programme”.
Financial liabilities at fair value through profit
or loss
These are mainly derivative instruments (see below). There
are no 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. The
Group does not hold any financial liabilities for trading
other than derivative instruments at fair value through
profit or loss.
Derivative instruments
All derivative instruments are recognised in the statement
of financial position and measured at fair value.
Derivative financial instruments that qualify for
hedge accounting: recognition and presentation
In accordance with IFRS 9, the Group applies hedge
accounting to:
● fair value hedges of a liability (for example, swaps to
convert fixed rate debt to variable rate); the hedged item
is recognised at fair value and any change in fair value
is recognised in profit or loss. Gains and losses arising
from remeasurement of the hedge at fair value are
also recognised in profit or loss. If the hedge is entirely
effective, the loss or gain on the hedged debt is offset
by the gain or loss on the derivative;
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
● cash flow hedges (for example, swaps to convert floating
rate debt to fixed rate or to change the borrowing currency,
and hedges of budgeted purchases billed in a foreign
currency). For these hedges, the ineffective portion of the
change in the fair value of the derivative is recognised
in profit or loss and the effective portion is recognised
in “Other comprehensive income” and subsequently
reclassified to profit or loss on a symmetrical basis with
the hedged cash flows in terms of both timing and
classification (i.e., in trading profit for hedges of operating
cash flows and in net financial income and expense
for other hedges). The premium/discount component
of forward foreign exchange contracts is treated as a
hedging cost. Changes in the fair value of this component
are recorded in “Other comprehensive income” and
reclassified to profit or loss as part of the cost of the
hedged transaction on the transaction date (basis of
adjustment method);
● hedges of net investments in foreign operations. For
these hedges, the effective portion of the change in fair
value attributable to the hedged foreign currency risk is
recognised net of tax in other comprehensive income
and the ineffective portion is recognised directly in
financial income or expense. Gains or losses accumulated
in other comprehensive income are reclassified to profit
or loss on the date of liquidation or disposal of the net
investment.
Hedge accounting may only be used if:
● the hedging instruments and hedged items included
in the hedging relationship are all eligible for hedge
accounting;
● 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.
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, successive
changes in its fair value are recognised directly in profit
or loss for the period under “Other financial income and
expenses”.
Definition of net debt
Net debt corresponds to gross borrowings and debt
including derivatives designed as fair value hedge
(liabilities) and trade payables - structured programme,
less (i) cash and cash equivalents, (ii) financial assets
held for cash management purposes and as short-term
investments, (iii) derivatives designated as fair value hedge
(assets), and (iv) financial assets arising from a significant
disposal of non-current assets. Previously, the Group also
monitored net debt after IFRS 5, which led it to reduce
gross debt by its share of the net assets held for sale of
the selling subsidiary.
11.1. Net cash and cash equivalents
(€ millions)
Cash equivalents
Cash
Cash and cash equivalents
Bank overdrafts (Note 11.2.4)
NET CASH AND CASH EQUIVALENTS
2022
1,648
856
2,504
(239)
2,265
2021
1,169
1,114
2,283
(59)
2,224
As of 31 December 2022, cash and cash equivalents are not subject to any material restrictions.
Bank guarantees are presented in Note 6.11.1.
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11.2. Loans and borrowings
11.2.1.
Breakdown
Gross borrowings and debt amounted to €9,204 million at 31 December 2022 (31 December 2021: €8,829 million),
breaking down as follows:
(€ millions)
Bonds(1)
Other loans and borrowings
Economic and fair value hedges – liabilities(2)
2022
2021
Non-current
portion
Current
portion
Non-current
portion
Current
portion
Total
4,971
79
5,050
2,240
1,733
3,972
167
15
182
4,918
2,533
9
492
876
1
Notes
11.2.3
11.2.4
11.5.1
Total
5,410
3,409
11
Gross borrowings and debt(3)
7,377
1,827
9,204
7,461
1,369
8,829
Economic and fair value hedges – assets(4)
11.5.1
6.8.1/6.9.1
Other financial assets(3)(5)
Loans and borrowings(6)
of which France Retail
of which Latam Retail(7)
of which E-commerce
(85)
(24)
(5)
(91)
(216)
(239)
7,268
1,606
8,874
4,281
344
4,625
2,945
989
3,934
(28)
(41)
7,392
4,818
2,514
(7)
(613)
749
(35)
(654)
8,141
122
4,940
329
2,843
43
273
316
60
298
358
Cash and cash equivalents
11.1
-
(2,504)
(2,504)
-
(2,283)
(2,283)
of which France Retail
of which Latam Retail
of which E-commerce
NET DEBT
of which France Retail
of which Latam Retail
of which E-commerce
(421)
(2,070)
(14)
(541)
(1,721)
(21)
7,268
(898)
6,370
7,392 (1,534)
5,858
4,204
1,864
302
4,399
1,122
337
Net assets held for sale attributable to
owners of the parent of the selling subsidiary
3.5.1
-
(97)
(97)
-
(798)
(798)
NET DEBT AFTER IFRS 5
(ASSETS HELD FOR SALE)
of which France Retail
of which Latam Retail
of which E-commerce
7,268
(996)
6,273
7,392 (2,331)
5,060
4,124
1,847
302
3,737
991
333
(1) Including €2,812 million in France and €2,238 million in Brazil at 31 December 2022 (31 December 2021: €3,687 million in France and
€1,724 million in Brazil) (Note 11.2.3).
(2) Including €166 million in France and €16 million in Brazil at 31 December 2022 (31 December 2021: €4 million in France and €7 million in
Brazil).
(3) Including secured gross debt of €2,145 million. This indicator is used to calculate the covenants following the amendment to the revolving
credit facility since 30 June 2021 (RCF) (Note 11.5.4).
(4) Including €58 million in France and €32 million in Brazil at 31 December 2022 (31 December 2021: €30 million in France and €5 million in
Brazil).
(5) Including mainly €124 million placed in segregated accounts and posted as collateral (of which €36 million in respect of the revolving
credit facility (RCF) – Note 11.5.4) and €104 million of financial assets following the disposal of non-current assets at 31 December 2022
(31 December 2021: €514 million placed in segregated accounts and posted as collateral, of which €484 million in respect of the revolving
credit facility (RCF), and €122 million in financial assets further to a major disposal of non-current assets comprising contingent consideration
recognised in the year for €94 million, of which €5 million in non-current items).
(6) The Group defines “Loans and borrowings” as gross borrowings and debt adjusted for fair value hedges (assets) and other financial assets.
(7) Segisor is included in the presentation of the Latam Retail segment. Segisor loans and borrowings had been repaid in full at 31 December
2022 (31 December 2021: €149 million).
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11.2.2. Change in financial liabilities
(€ millions)
Gross borrowings and debt at 1 January
Economic and fair value hedges – assets
Other financial assets
Loans and borrowings at beginning of year
New borrowings(1)(3)(8)
Repayments of borrowings(2)(3)(8)
Change in fair value of hedged debt
Change in accrued interest
Foreign currency translation adjustments(4)
Changes in scope of consolidation(5)
Reclassification of financial liabilities associated
with non-current assets held for sale
Change in other financial assets(6)
Other and reclassifications(7)
Loans and borrowings at end of year
Gross borrowings and debt at end of period (Note 11.2.1)
Economic and fair value hedges – assets (Note 11.2.1)
Other financial assets (Note 11.2.1)
2022
8,829
(35)
(654)
8,141
1,973
(1,984)
(82)
184
255
(260)
5
417
226
8,874
9,204
(91)
(239)
2021
8,056
(92)
(586)
7,378
4,203
(3,514)
(13)
57
4
62
-
(67)
31
8,141
8,829
(35)
(654)
(1) New borrowings in 2022 mainly included the following: (a) the use by Casino, Guichard-Perrachon of the revolving credit facility for €50 million,
(b) the issue by Sendas of debentures for BRL 2,850 million (€524 million), of commercial paper for BRL 1,150 million (€211 million) and new
bank loans for BRL 3,201 million (€589 million), (c) the issue by GreenYellow of bonds convertible into shares with warrants for €109 million
(Note 2), and (d) the use of confirmed bank lines and the issue of new bank loans by Éxito for COP 764 billion (€171 million).
New borrowings in 2021 mainly included: (a) an unsecured bond issue by Casino, Guichard-Perrachon maturing in April 2027 and a new
term loan (“Term Loan B”) maturing in August 2025 for a total nominal amount of €1,950 million (Note 2), (b) issues by GPA of debentures
for BRL 1,500 million (€235 million) and promissory notes for BRL 1,000 million (€157 million), along with new bank loans contracted
for BRL 1,067 million (€167 million), (c) issues by Sendas of debentures for BRL 3,100 million (€486 million) and promissory notes for
BRL 2,500 million (€392 million), along with new bank loans contracted for BRL 591 million (€93 million), (d) drawdowns on confirmed
bank credit lines at Monoprix for €170 million, (e) drawdowns on confirmed bank credit lines and new bank loans taken out by Éxito for
COP 810 billion (€183 million), (f) the refinancing at Segisor of the €188 million bank loan maturing in December 2021, resulting in the repayment
of €188 million in the period and a new liability contracted for the same amount (see below in (ii)), and (g) a new €30 million bond issue at
GreenYellow along with new bank loans and liabilities contracted with its subsidiaries’ shareholders (€82 million).
(2) Repayments of borrowings in 2022 relate mainly to (i) Casino, Guichard-Perrachon (of which €249 million in repayments of NEU CP
negotiable short-term debt, €314 million in redemptions of the 2022 bond issue and €232 million in partial redemptions of the January
2023 and March 2024 bond issues), (ii) Quatrim with the partial redemption of secured high-yield bonds for €147 million, and (iii) GPA with
BRL 2,000 million (€368 million) in bond redemptions.
Repayments of borrowings in 2021 mainly concerned (i) Casino, Guichard-Perrachon (of which €1,225 million relating to the early repayment of
the initial Term Loan B (Note 2), €148 million relating to redemption of the 2021 and 2022 bonds and €165 million to partial early redemptions
of the January 2023, March 2024, February 2025 and August 2026 bonds in connection with public buyback offers launched at the end of the
year (Note 2)), (ii) GPA (of which BRL 2,450 million (€384 million) in redemptions of bonds and BRL 902 million (€141 million) in repayments of
bank loans), (iii) Sendas (of which BRL 5,796 million (€908 million) in redemptions of bonds and BRL 279 million (€44 million) in repayments of
bank loans), (iv) Éxito for COP 916 billion (€207 million) in repayments of confirmed credit lines and bank loans, and (v) Segisor for €226 million.
(3) Cash flows relating to financing activities in 2022 represent a net outflow of €658 million, with new borrowings of €1,973 million offset by
repayments of borrowings for €1,984 million and net interest payments of €647 million (excluding interest on lease liabilities).
Cash flows relating to financing activities in 2021 represented a net inflow of €245 million, with new borrowings of €4,203 million broadly
offset by repayments of borrowings for €3,514 million and net interest payments of €444 million (excluding interest on lease liabilities).
(4) In 2022, foreign currency translation adjustments primarily concern Brazil for €261 million.
(5) In 2022, including a negative impact of €263 million resulting from the loss of control of GreenYellow (Note 3.1.3).
(6) In 2022, changes in other financial assets essentially related to the use of the segregated account (Note 4.11).
In 2021, changes in other financial assets primarily resulted from the recognition of contingent consideration (earn-out) not collected, representing
a negative €94 million impact.
(7) Including an increase in bank overdrafts for €175 million in 2022 and a reduction of €11 million in 2021.
(8) Changes in negotiable European commercial paper (“NEU CP”) are presented net in this table.
144
11.2.3. Outstanding bond issues
(€ millions)
Casino, Guichard-Perrachon bonds in EUR
Principal(1)
2,287
Nominal interest
rate(2)
Effective interest
rate(2)
Issue date
Maturity date
2022(3)
2,151
2021(3)
2,892
-
F: 1.87%
June 2022
-
313
Debentures – 17th issue
-
V: CDI 1.45%
V: CDI 1.45%
January 2020
Debentures – 18th issue – 1st Series
174
V: CDI 1.70%
V: CDI 1.70%
May 2021
2022 bonds
2023 bonds
2024 bonds
2025 bonds
2026 bonds
2026 bonds
2027 bonds
Quatrim bonds in EUR
2024 bonds
GreenYellow bonds in EUR
2023 bonds
GreenYellow bonds in BRL
2028 bonds
Cdiscount bonds in EUR
2029 bonds
GPA bonds in BRL
Debentures – 18th issue – 2nd Series
Promissory notes – 5th issue – 1st Series
Promissory notes – 5th issue – 2nd Series
Issue fees
Sendas bonds in BRL
Promissory notes – 1st issue – 3rd Series
Promissory notes – 1st issue – 4th Series
Promissory notes – 1st issue – 5th Series
Promissory notes – 1st issue – 6th Series
Debentures – 2nd issue – 1st Series
Debentures – 2nd issue – 2nd Series
Promissory notes – 2nd issue – 1st Series
Promissory notes – 2nd issue – 2nd Series
Debentures – 3rd issue – 1st Series – CRI
Debentures – 3rd issue – 2nd Series – CRI
Debentures – 4th issue – CRI
Commercial Paper Notes – 1st series
Debentures – 5th issue – CRI
Debentures – 6th issue – 1st Series – CRI
Debentures – 6th issue – 2nd Series – CRI
Debentures – 6th issue – 3rd Series – CRI
Commercial Paper Notes – 2nd series
Issue fees
92
89
89
1,818
-
44
35
35
167
117
222
222
174
92
355
133
44
13
10
84
71
2.55%
4.47%
June 2017
January 2018
January 2013
May 2013
January 2023
4.88%
March 2014
March 2024
3.62% December 2014
February 2025
4.09%
August 2014
August 2026
7.00% December 2020
January 2026
5.46%
April 2021
April 2027
F: 4.56%
F: 4.50%
F: 3.58%
F: 4.05%
F: 6.625%
F: 5.25%
F: 5.88%
6.66% November 2019
January 2024
F: 6%
6%
June 2021
June 2023
V: CDI 3.5%
V: CDI 3.5% September 2021 September 2028
E3M 6%
E3M 6%
June 2022 September 2029
36(4)
509(4)
357
460
400
525
653
653(4)
-
-
-
-
13
13
443
January 2022 and
January 2023
May 2025 and
May 2026
May 2027 and
May 2028
July 2025
July 2026
V: CDI 1.95%
V: CDI 1.95%
May 2021
V: CDI 1.55%
V: CDI 1.55%
V: CDI 1.65%
V: CDI 1.65%
July 2021
July 2021
V: CDI 0.72%
V: CDI 0.72%
V: CDI 0.72%
V: CDI 0.72%
V: CDI 0.72%
V: CDI 0.72%
V: CDI 0.72%
V: CDI 0.72%
V: CDI 1.70%
V: CDI 1.70%
V: CDI 1.95%
V: CDI 1.95%
July 2019
July 2019
July 2019
July 2019
June 2021
June 2021
July 2022
July 2023
July 2024
July 2025
May 2026
May 2028
V: CDI 1.47%
V: CDI 1.47%
August 2021
August 2024
V: CDI 1.53%
V: CDI 1.53%
August 2021
August 2025
V: IPCA 5.15%
V: IPCA 5.15%
October 2021
October 2028
V: IPCA 5.27%
V: IPCA 5.27%
October 2021
October 2031
V: CDI 1.75%
V: CDI 1.75%
January 2022 November 2027
V: CDI 1.70%
V: CDI 1.70% February 2022
February 2025
V: CDI 0.75%
V: CDI 0.75%
April 2022
March 2025
V: CDI 0.60%
V: CDI 0.60% September 2022 September 2026
V: CDI 0.70%
V: CDI 0.70% September 2022 September 2027
V: IPCA 6.70%
V: IPCA 6.70% September 2022 September 2029
V: CDI 0.93%
V: CDI 0.93% December 2022 December 2025
36
498
337
427
397
457
648
648
-
-
-
-
13
13
437
-
224
574
333
528
396
523
790
790
5
5
24
24
-
-
710
317
174
155
92
89
89
(6)
1,801
-
44
35
35
167
117
222
222
174
92
355
133
44
13
10
84
71
(17)
82
79
79
(3)
989
8
40
32
32
149
105
198
198
156
82
-
-
-
-
-
-
-
(9)
TOTAL BONDS
(1) Corresponds to the principal of the bonds outstanding at 31 December 2022.
(2) F (Fixed rate) – V (Variable rate) – CDI (Certificado de Depósito Interbancário) – IPCA (Extended National Consumer Price Index). The effective interest rates on Casino,
5,410
5,050
Guichard-Perrachon bonds do not reflect the possible impact of the remeasurement component relating to fair value hedges.
(3) The amounts above include the remeasurement component relating to fair value hedges. They are presented excluding accrued interest.
(4)
In 2022, the Group carried out early redemptions of a portion of its unsecured bonds maturing in 2023 and 2024 for €184 million and €49 million, respectively, and the secured
high-yield bond issue maturing in January 2024 for €147 million (Note 11.5.4).
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
11.2.4. Other loans and borrowings
(€ millions)
France
Term Loan B
Principal(1)
Type of
rate
Issue date
Maturity date
2022
2021
1,425 Variable(2)
April 2021
November 2021
August 2025
1,418
1,416
Negotiable European commercial
paper (Casino, Guichard-Perrachon)
59
Fixed
(3)
(3)
Government-backed loan (Cdiscount)
60
Variable
August 2020
August 2026(4)
Casino Finance RCF
50
Variable
November 2019
Confirmed credit lines – Monoprix
170
Variable
July 2021
October 2023
to July 2026(5)
January 2024 to
January 2026(6)
59
60
50
170
153
308
120
-
170
99
Other(7)
International
GPA
Sendas
Éxito
Segisor
Other
Bank overdrafts(9)
Accrued interest(10)
TOTAL OTHER BORROWINGS
of which variable rate
522 Variable(8) November 2014 to
December 2022
May 2023 to
November 2026
836 Variable(8)
January 2015 to
December 2022
April 2022 to
May 2027
518
491
835
240
149
-
Variable/
Fixed(8)
March 2020 to
March 2021
March 2025 to
March 2030
-
-
149
-
-
239
321
193
149
-
59
164
3,972
3,409
3,139
2,828
(1) Corresponds to the nominal amount at 31 December 2022.
(2) Interest on this loan is based on Euribor with a zero floor, plus a spread reduced to 4% following the refinancing operations in first-half 2021.
(3) Negotiable European commercial paper (NEU CP) is short-term financing generally with a maturity of less than 12 months.
(4) Loan initially maturing in August 2021 for which Cdiscount exercised its five-year extension option, bringing the new maturity to August 2026
with intermediate instalment requirements. This loan is shown in non-current liabilities (€30 million) and current financial liabilities (also
€30 million) at 31 December 2022.
(5) An amount of €10 million falls due in October 2023 and €40 million in July 2026 (May 2025 if Term Loan B maturing in August 2025 is not
refinanced at that date).
(6) An amount of €130 million falls due in January 2026. In February 2022, the maturity of the €40 million confirmed facility was extended from
January 2023 to January 2024 (July 2023 if the Quatrim high-yield bond maturing in January 2024 is not refinanced at that date).
(7) Including €128 million in one-off asset financing (end-2021: €90 million relating to GreenYellow and €13 million to Cdiscount).
(8) The variable-rate loans in Brazil (GPA and Sendas) and Colombia (Éxito) pay interest at rates based on the CDI and IBR, respectively. Including
borrowings in Colombia originally denominated in Colombian pesos for COP 355 billion, or €69 million (31 December 2021: COP 303 billion,
or €66 million, swapped for fixed-rate debt).
(9) Overdrafts are mostly in France.
(10) The amount reported for accrued interest is for all borrowings including bonds. At 31 December 2022, accrued interest primarily concerned
Casino for €82 million, GPA for €74 million and Sendas for €159 million (31 December 2021: Casino for €90 million, GPA for €35 million
and Sendas for €39 million).
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■ Confirmed bank credit lines in 2022 and 2021
2022 (€ millions)
Syndicated lines – Casino, Guichard-Perrachon,
Casino Finance(1)
Due
Interest rate
Within
one year
In more than
one year
Amount of
the facility Drawdowns
Variable(1)
252
1,799
2,051
Other confirmed bank credit lines(2)
Variable(3)
TOTAL
19
271
364
2,163
383
2,435
Due
2021 (€ millions)
Syndicated lines – Casino, Guichard-Perrachon,
Casino Finance(1)
Interest rate
Within
one year
In more than
one year
Amount of
the facility Drawdowns
Variable(1)
-
2,051
2,051
Other confirmed bank credit lines(2)
Variable(3)
TOTAL
160
160
192
2,243
352
2,403
50
183
233
-
187
187
(1) In 2022 and 2021, syndicated credit lines comprised a revolving credit facility (RCF) for a total of €2,051 million, of which (a) a €1,799 million
tranche maturing in July 2026 (May 2025 if the Term Loan B maturing in August 2025 is not repaid or refinanced at that date) bearing
interest at Euribor with a zero floor, plus a spread that depends on the ratio of loans and borrowings to EBITDA for the France Retail (excluding
GreenYellow) and E-commerce segments as well as the Segisor holding company (no more than 3%), and (b) a €252 million tranche maturing
in October 2023 bearing interest at Euribor with a zero floor, plus a spread that depends on the ratio of loans and borrowings to EBITDA for
the France Retail and E-commerce segments, as well as the Segisor holding company (no more than 3.50%).
(2) In 2022, other confirmed bank credit lines concerned Monoprix, Éxito and Distribution Casino France for €170 million (including a syndicated
facility of €130 million – Note 2), €193 million (COP 1,000 billion) and €20 million, respectively, of which €170 million in lines drawn by Monoprix
and €13 million in lines drawn by Distribution Casino France. In February 2022, the maturity of the confirmed €40 million line at Monoprix
was extended from January 2023 to January 2024 (July 2023 if Quatrim’s high-yield bond maturing in January 2024 is not refinanced at
that date).
In 2021, other confirmed bank credit lines concerned Monoprix, GreenYellow and Éxito for €170 million (including a syndicated facility of
€130 million – Note 2), €30 million and €152 million (COP 700 billion), respectively, of which €170 million in lines drawn down at Monoprix.
(3) Interest on the other lines is based on a reference rate (depending on the currency of the credit line) plus a spread. For Monoprix, the spread
applicable to the €130 million line varies depending on (i) whether or not societal and environmental performance targets are met and
(ii) the amount of the drawdown.
11.3. Net fi nancial income (expense)
ACCOUNTING PRINCIPLE
Net finance costs
Net finance costs correspond to all income and expenses
generated by cash and cash equivalents and loans and
borrowings during the period, including income from cash
and cash equivalents, gains and losses on disposals of cash
equivalents, interest expense on loans and borrowings,
gains and losses on economic interest rate hedges
(including the ineffective portion, counterparty credit risk
and the Group’s own default risk) and related currency
effects, and trade payables – structured programme costs.
Other financial income and expenses
This item corresponds to financial income and expenses
that are not included in net finance costs.
It includes dividends received from non-consolidated
companies, non-recourse factoring and associated
transaction costs (including fees relating to instalment
programme CB4X at Cdiscount), credit line non-utilisation
fees (including issuance costs), discounting adjustments
(including to provisions for pensions and other post-
employment benefit obligations), interest expense on lease
liabilities, gains and losses arising from remeasurement
at fair value of equity derivatives, and impairment losses
and realised gains and losses on financial assets other
than cash and cash equivalents. Exchange gains and
losses are also recorded under this caption, apart from
(i) exchange gains and losses on cash and cash equivalents
and loans and borrowings, which are presented under net
finance costs, and (ii) the effective portion of accounting
hedges of operating transactions, which are included in
trading profit.
Financial discounts for prompt payments 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 supplement.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
11.3.1. Net finance costs
(€ millions)
Gains (losses) on disposals of cash equivalents
Income from cash and cash equivalents
Income from cash and cash equivalents
Interest expense on borrowings after hedging
Finance costs
NET FINANCE COSTS
of which France Retail(1)
of which Latam Retail
of which E-commerce
2022
2021
-
61
61
(642)
(642)
(581)
(213)
(350)
(18)
-
27
27
(449)
(449)
(422)
(267)
(144)
(11)
(1) Including a positive €51 million impact in 2022 relating to the assessment of the DVA risk on derivatives with a negative fair value (Note 11.4).
In 2021, including a negative €38 million impact in connection with the derecognition of the former Term Loan B.
11.3.2. Other financial income and expenses
(€ millions)
Total other fi nancial income
Total other fi nancial expenses
Net foreign currency exchange gains (losses) (other than on borrowings)(1)
Gains (losses) on remeasurement at fair value
of non-hedging derivative instruments
Gains (losses) on remeasurement at fair value of financial assets
Interest expense on lease liabilities (Note 7.1.2)
No-drawdown credit lines costs, non-recourse factoring
and associated transaction costs
Impact of applying IAS 29 to operations in Argentina
Other(2)
2022
300
(658)
(358)
-
13
(11)
(343)
(108)
(23)
115
2021
116
(507)
(391)
(11)
11
(6)
(313)
(88)
(10)
28
TOTAL NET OTHER FINANCIAL EXPENSE
(358)
(391)
(1) Including €76 million in foreign currency exchange gains and €76 million in foreign currency exchange losses in 2022 (2021: €29 million in
forex gains and €40 million in forex losses).
(2) In 2022, this item mainly corresponds to the monetary adjustment at GPA and Sendas relating to the exclusion of ICMS tax from the
PIS/COFINS tax base. In 2021, this item included BRL 41 million (€6 million) recognised by Sendas in connection with the exclusion of ICMS
from the PIS/COFINS tax base and BRL 109 million (€17 million) recognised by GPA (Note 5.1).
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11.4. Fair value of fi nancial instruments
ACCOUNTING PRINCIPLE
The fair value of all financial assets and liabilities is
determined at the reporting date generally using standard
valuation techniques, either for the purpose of recognition
in the financial statements or for disclosure in the notes.
This fair value includes the risk of non-performance by
the Group and counterparties.
Fair value measurements are classified using the following
fair value hierarchy:
● 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 (e.g., bonds) is the quoted price on the reporting
date. A market is considered active if quoted prices are
readily and regularly available from an exchange, dealer,
broker, 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.
In particular, the measurement of the fair value of
derivative financial instruments includes a credit value
adjustment (CVA) to reflect counterparty risk for derivative
instruments with a positive fair value, and a debit value
adjustment (DVA) to reflect own credit risk for derivative
instruments with a negative fair value.
Counterparty credit risk and the Group’s own default risk
used in the calculation of the CVA and DVA are determined
on the basis of the credit spreads of the debt securities
on the secondary market and trends in credit default
swaps (CDS). A probability of loss given default (LGD) is
applied, determined according to the market standard.
The Group has not adopted the exemption provided by
IFRS 13.48 that allows an entity to measure the fair value
of a group of financial assets and financial liabilities on the
basis of the price that would be received for the sale of
a net long position or the transfer of a net short position,
where the entity manages that group of financial assets
and financial liabilities on the basis of its net exposure to
market or credit risk.
11.4.1. Financial assets and liabilities by category of instrument
■ Financial assets
The tables below analyse financial assets according to the categories set out in IFRS 9.
(€ millions)
AT 31 DECEMBER 2022
Other non-current assets(1)
Trade receivables
Other current assets(1)
Cash and cash equivalents
Breakdown by category of instrument
Total
financial
assets
Financial assets
at fair value
through profit
or loss
Financial assets
at fair value
through other
comprehensive
income (OCI)
Qualifying and
non-qualifying
hedging
instruments
Financial assets
at amortised
cost
479
854
987
2,504
13
-
12
-
42
95
-
-
85
-
8
-
339
759
967
2,504
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Breakdown by category of instrument
Total
financial
assets
Financial assets
at fair value
through profit
or loss
Financial assets
at fair value
through other
comprehensive
income (OCI)
Qualifying and
non-qualifying
hedging
instruments
Financial assets
at amortised
cost
534
772
1,381
2,283
33
-
5
-
44
41
-
-
29
-
15
-
428
731
1,361
2,283
(€ millions)
AT 31 DECEMBER 2021
Other non-current assets(1)
Trade receivables
Other current assets(1)
Cash and cash equivalents
(1) Excluding non-financial assets.
■ Financial liabilities
The following table shows financial liabilities by category.
(€ millions)
AT 31 DECEMBER 2022
Bonds
Other loans and borrowings
Current put options granted to owners
of non-controlling interests
Lease liabilities
Trade payables
Other liabilities(1)
(€ millions)
AT 31 DECEMBER 2021
Bonds
Other loans and borrowings
Current put options granted to owners
of non-controlling interests
Lease liabilities
Trade payables
Other liabilities(1)
(1) Excluding non-financial liabilities.
Total
financial
liabilities
Breakdown by category of instrument
Liabilities at
amortised cost
NCI Puts
Derivative
instruments
5,050
4,154
161
5,190
6,522
2,072
5,050
3,972
-
5,190
6,522
2,069
-
-
161
-
-
-
-
182
-
-
-
4
Total
financial
liabilities
Breakdown by category of instrument
Liabilities at
amortised cost
NCI Puts
Derivative
instruments
5,410
3,419
195
4,891
6,097
2,080
5,410
3,409
-
4,891
6,097
2,056
-
-
195
-
-
-
-
11
-
-
-
24
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11.4.2. Fair value hierarchy for assets and liabilities
The tables below compare the carrying amount and fair value of consolidated financial assets and liabilities, other than
those for which the carrying amount corresponds to a reasonable approximation of fair value such as trade receivables,
trade payables, contract assets and liabilities, and cash and cash equivalents.
At 31 December 2022
(€ millions)
ASSETS
Financial assets at fair value through profit or loss
Financial assets at fair value through other
comprehensive income
Economic and fair value hedges – assets(1)
Cash flow hedges and net investment
hedges – assets(1)
Other derivative instruments – assets
Carrying
amount
255
20
Fair
value
255
20
136
136
91
3
5
91
3
5
Fair value hierarchy
Market
price =
Level 1
Models with
observable
inputs = Level 2
Models with
unobservable
inputs = Level 3
4
-
4
-
-
-
231
-
133
91
3
5
20
20
-
-
-
-
14,558 13,659
1,926
11,572
161
LIABILITIES
Bonds
Other borrowings(2)
Lease liabilities
Economic and fair value hedges – liabilities(1)
Cash flow hedges and net investment
hedges – liabilities(1)
Other derivative instruments – liabilities
5,050
3,972
5,190
182
2
1
4,190
3,933
5,190
182
2
1
Put options granted to owners of non-controlling
interests(3)
161
161
1,926
-
-
-
-
-
-
2,265
3,933
5,190
182
2
1
-
-
-
-
-
-
-
161
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
At 31 December 2021
(€ millions)
ASSETS
Financial assets at fair value through profit or loss
Financial assets at fair value through other
comprehensive income
Economic and fair value hedges – assets(1)
Cash flow hedges and net investment
hedges – assets(1)
Other derivative instruments – assets
Carrying
amount
Fair
value
166
166
33
85
35
8
5
33
85
35
8
5
Fair value hierarchy
Market
price =
Level 1
Models with
observable
inputs = Level 2
Models with
unobservable
inputs = Level 3
5
-
5
-
-
-
128
-
80
35
8
5
33
33
-
-
-
LIABILITIES
Bonds
Other borrowings(2)
Lease liabilities
Economic and fair value hedges – liabilities(1)
Cash flow hedges and net investment
hedges – liabilities(1)
Other derivative instruments – liabilities
13,940 13,949
3,663
10,088
197
5,410
3,409
4,891
11
24
-
5,382
3,446
4,891
11
24
-
3,663
-
-
-
-
-
-
1,719
3,443
4,891
11
24
-
-
-
3
-
-
-
-
195
Put options granted to owners of non-controlling
interests(3)
195
195
(1) Derivatives held as fair value hedges are almost fully backed by borrowings.
(2) The fair value of other borrowings was measured using the discounted cash flow method, taking into account the Group’s own credit risk and
interest rate conditions at the reporting date.
(3) The fair value of put options granted to owners of non-controlling interests is measured by applying the contract’s calculation formulas and
is discounted, if necessary. These formulas are considered to be representative of fair value and notably use net profit multiples (Note 3.4.1).
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11.5. Financial risk management objectives and policies
The main risks associated with the Group’s financial
instruments are market risks (foreign currency risk, interest
rate risk 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 the Group Finance department. This team manages
all financial exposures in coordination with the Finance
departments of the Group's main subsidiaries and reports
to Senior Management.
The Corporate Finance department liaises with the Finance
departments of subsidiaries to manage financing, cash
investments and financial risks. This process is based on
principles of prudence and anticipation particularly with
respect to counterparty management and liquidity risk.
Major transactions are monitored individually.
The Group Corporate Finance department has issued a
guide to financing, investment and hedging best practices
which is distributed to subsidiary Finance departments.
The guide sets out financing methods, selection criteria
for banking partners, appropriate hedging products and
required authorisation levels.
The French and international business units’ cash positions
and forecasts are reported weekly and continuously
monitored. The Group’s other financial risk exposures, such
as interest rate risk, currency risk on financial transactions
and banking counterparty risk, are measured and analysed
in monthly reports to Senior Management that also include
action plans for dealing with any material identified risks.
The Group manages its exposure to interest rate risks and
foreign currency risks using standard derivative financial
instruments such as interest rate swaps and options
(caps, floors, swaptions), currency swaps, forward currency
contracts and currency options. These instruments are
mainly over-the-counter instruments contracted with
first-tier bank counterparties. Most of these transactions
or derivative instruments qualify for hedge accounting.
Like many other large corporates, the Group may take
very small, strictly controlled positions that do not qualify
for hedge accounting, for more dynamic and flexible
management of its interest rate and currency exposures.
11.5.1. Breakdown of derivative financial instruments
The table below shows a breakdown of derivative financial instruments by type of hedged risk and accounting classification:
(€ millions)
Derivatives – assets
Notes
2022
Interest
rate risk
Foreign
currency
risk
Other
market
risks 2021
Derivatives at fair value through profit or loss
Cash flow hedges
6.8.1 – 6.9
6.8.1
Economic and fair value hedges – assets
6.8.1 - 6.9 - 11.2.1
TOTAL DERIVATIVES – ASSETS
of which non-current
of which current
Derivatives – liabilities
Derivatives at fair value through profit or loss
Cash flow hedges
Economic and fair value hedges
TOTAL DERIVATIVES – LIABILITIES
of which non-current
of which current
6.10
6.10
11.2.1
5
3
91
99
85
13
1
2
182
186
167
19
-
3
91
93
85
8
-
-
165
165
163
3
5
-
-
5
-
5
1
2
17
20
4
16
-
-
-
-
-
-
-
-
-
-
-
-
5
8
35
48
29
19
-
24
11
35
33
2
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
At 31 December 2022, non-qualifying derivatives (i.e.,
derivatives held as fair value hedges but not eligible for
hedge accounting) on a notional amount of €3,997 million
had a negative net fair value of €92 million and mainly
comprised interest rate hedges and currency hedges
in France on a notional amount of €3,506 million with
a negative fair value of €107 million and in Brazil on a
notional amount of €492 million with a positive fair value
of €16 million. All the currency and interest rate derivatives
are backed by bank borrowings or bonds denominated
either in the same currency or in a currency other than
the borrower entity’s functional currency. The ineffective
portion of these fair value hedges is not material.
At 31 December 2022, the cash flow hedge reserve
included in equity had a debit balance of €7 million after
tax (31 December 2021: debit balance of €14 million
after tax). These derivatives concern operations in France
and hedge goods purchases billed in currencies other than
the euro (mainly the US dollar). Their notional amount was
USD 207 million (€194 million – Note 11.5.2). Colombia
applied cash flow hedge accounting to hedge interest
rates on variable-rate borrowings for a notional amount of
€69 million at 31 December 2022. The ineffective portion
of these cash flow hedges is not material.
Derivative instruments that do not qualify for hedge
accounting under IFRS 9 had a positive fair value of
€5 million at 31 December 2022 (31 December 2021:
€5 million).
The fair value calculation at 31 December 2022 takes into
account the credit valuation adjustment (CVA) and the
debit valuation adjustment (DVA) in accordance with IFRS
13. Income of €51 million was recognised in 2022 in this
respect (Note 11.3.1).
11.5.2. Market risk
■ 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 dynamic debt management
by monitoring and, where necessary, adjusting its hedging
ratio based on forecast trends in interest rates.
Interest rate risks are managed using various vanilla
instruments. The main instruments are interest rate swaps
and options (caps, floors and swaptions). These instruments
do not always qualify for hedge accounting; however all
interest-rate instruments are contracted in line with the
above risk management policy.
Specifically, Casino, Guichard-Perrachon’s debt is mainly
composed of fixed-rate bonds and the variable-rate
Term Loan B, representing a nominal amount of €2,940
million and €1,425 million, respectively, at 31 December
2022 (Note 11.2.3). This bond debt may be hedged
through fixed-to-variable rate swaps generally contracted
at the issue date.
At 31 December 2022, Casino, Guichard-Perrachon had
a portfolio of 40 interest-rate swaps with around ten bank
counterparties. These instruments expire at various dates
between 2023 and 2027.
At 31 December 2022, the interest rate risk on Casino,
Guichard-Perrachon’s bond debt and on the Term Loan B
breaks down as: 25% at fixed rates (€1,089 million), 33%
at a capped or floored variable rate (€1,425 million) and
42% at a variable rate (€1,852 million).
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■ Sensitivity to a change in interest rates
Sensitivity to rate changes is calculated as shown in the table below.
(€ millions)
Casino, Guichard-Perrachon variable-rate bonds(1)
Casino, Guichard-Perrachon Term Loan B(1)
Brazil variable-rate bonds(2)
Other variable-rate loans and borrowings(3)(4)(5)
Total variable-rate bonds, other loans and borrowings
Cash and cash equivalents
Net variable-rate position
100-bps change in interest rates
Net finance costs
IMPACT OF CHANGE ON NET FINANCE COSTS
Notes
11.2.3
11.2.4
11.1
11.3.1
2022
1,852
1,425
2,261
1,720
7,258
(2,504)
4,753
48
581
8.2%
2021
1,788
1,425
1,712
1,393
6,317
(2,283)
4,035
32
422
7.6%
(1) Corresponding to fixed-rate bonds and to the Term Loan B, representing a principal amount of €4,365 million (31 December 2021: €5,059 million)
(Note 11.2.3), including a principal amount of €1,852 million (31 December 2021: €1,788 million) swapped for variable-rate debt, and a principal
amount of €1,425 million for Term Loan B including a floored rate (31 December 2021: €1,425 million).
(2) Principal.
(3) Excluding accrued interest.
(4) Including variable-rate loans and borrowings in Brazil for BRL 7,625 million, or €1,352 million (31 December 2021: BRL 4,645 million, or
€736 million).
(5) Including variable-rate borrowings in Colombia for COP 417 billion, or €81 million (31 December 2021: COP 589 billion, or €128 million).
Assuming a constant net debt structure and management
policy, a 100-bps annual increase (decrease) in rates across
the yield curve would lead to a 8.2% or €48 million increase
(8.2% or €48 million decrease) in finance costs. For the
purposes of the analysis, all other variables, particularly
exchange rates, are assumed to be constant.
■ Exposure to foreign currency risk
Due to its geographically diversified business base, the
Group is exposed to both currency translation risk on the
translation of the balance sheets and income statements of
subsidiaries outside the eurozone and to transaction risk on
transactions denominated in currencies other than the euro.
Translation risk (or balance sheet currency risk) is the risk
of an unfavourable change in the exchange rates used to
translate the financial statements of subsidiaries located
outside the eurozone into euros for inclusion in the
consolidated financial statements adversely affecting the
amounts reported in the consolidated statement of financial
position and income statement, leading to a deterioration
of the Group’s financial structure ratios.
Transaction risk is the risk of an unfavourable change
in exchange rates that adversely affects a cash flow
denominated in foreign currency.
The Group’s policy for managing transaction risk is to hedge
highly probable budgeted exposures, which mainly concern
cash flows arising from purchases made in a currency
other than the buyer’s functional currency and particularly
purchases in US dollars which are hedged using forward
contracts. These instruments are mainly over-the-counter
instruments contracted with first-tier bank counterparties.
Most of these transactions or derivative instruments qualify
for hedge accounting.
As a general principle, budgeted purchases are hedged using
instruments with the same maturities as the underlying
transactions.
Currency risks on debts denominated in a currency other
than the borrower’s functional currency are systematically
hedged, except where the debt represents a designated
and documented hedge of a net investment in a foreign
operation.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
The Group’s net exposure based on notional amounts after hedging mainly concerns the US dollar (excluding the functional
currencies of entities), as shown below:
(€ millions)
Exposed trade receivables
Exposed other financial assets
Exposed derivatives at fair value through profit or loss
Exposed trade payables
Exposed financial liabilities
Exposed other financial liabilities
Gross exposure payable/(receivable)
Hedged other financial assets
Hedged trade payables
Hedged financial liabilities
Other hedged financial liabilities
NET EXPOSURE PAYABLE/(RECEIVABLE)
Hedges of future purchases
Exposed put options granted to owners
of non-controlling interests(1)
Total exposure
2022
Of which USD
Total exposure
2021
(16)
(56)
-
208
157
74
367
-
165
140
66
(4)
194
127
(14)
(19)
-
186
142
74
370
-
151
140
66
13
194
127
(6)
(67)
-
179
237
53
395
-
141
235
49
(30)
190
113
(1) Changes in fair value of put options granted to owners of non-controlling interests (including the effect of movements in exchange rates)
have no impact on profit or loss, because the puts are treated as transactions between owners and changes in their fair value are therefore
recorded directly in equity (Note 3.4.1).
■ Sensitivity of net exposure after foreign currency hedging
A 10% appreciation of the euro at 31 December 2022 and 2021 against the currencies included in the Group’s exposure
would impact net financial expense in the amounts indicated in the table below.
For the purposes of the analysis, all other variables, particularly interest rates, are assumed to be constant.
(€ millions)
US dollar
Other currencies
IMPACT ON NET FINANCIAL INCOME (EXPENSE)
2022
2021
1
(2)
-
1
(4)
(3)
A 10% decline in the euro against those currencies at 31 December 2022 and 2021 would have produced the opposite
effect.
■ Sensitivity to translation risk
A 10% appreciation of the euro compared to the Group’s other main currencies would have the following impact on the
translation into euros of the sales, profit and equity of subsidiaries whose functional currency is not the euro:
(€ millions)
Total revenue
Trading profit
Net profit (loss)
Equity
2022
2021 (restated)
Brazilian real
Colombian peso
Brazilian real
Colombian peso
(1,222)
(44)
(9)
(325)
(312)
(14)
(3)
(104)
(985)
(41)
(7)
(242)
(268)
(15)
(8)
(123)
A 10% decline in the euro against those currencies would have produced the opposite effect.
For the purposes of the analysis, all other variables are assumed to be constant.
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■ Breakdown of cash and cash equivalents by currency
(€ millions)
Euro
US dollar
Brazilian real
Colombian peso
Uruguayan peso
Other currencies
2022
411
37
1,730
263
46
18
%
16%
1%
69%
11%
2%
1%
2021
523
39
1,167
473
41
40
%
23%
2%
51%
21%
2%
2%
CASH AND CASH EQUIVALENTS
2,504
100%
2,283
100%
■ Exchange rates against the euro
Exchange rates against the euro
Closing rate
Average rate
Closing rate
Average rate
2022
2021
Brazilian real (BRL)
Colombian peso (COP)
Argentine peso (ARS)(1)
Uruguayan peso (UYP)
US dollar (USD)
Polish zloty (PLN)
5.6386
5,173.70
190.4643
42.49402
1.0666
4.6808
5.43763
4,471.77
190.4643
43.37884
1.0534
4.6856
6.3101
4,611.32
116.7629
50.5625
1.1326
4.5969
6.3797
4,426.54
116.7629
51.5217
1.1829
4.5655
(1) In accordance with IAS 29, the financial statements of Libertad have been translated at the year-end exchange rate.
■ Equity risk
At 31 December 2022, the Group did not hold any
significant investments in any listed companies other than
its listed subsidiaries or treasury shares.
In addition, the Group does not hold any options or any
derivatives backing its own shares. Its policy as regards cash
management is to invest only in money market instruments
that are not exposed to equity risk.
11.5.3. Counterparty risk
The Group is exposed to various aspects of counterparty
risk through its operating activities, cash deposits and
interest rate and currency hedging instruments. It monitors
these risks regularly using several objective indicators,
and diversifies its exposure by dealing with the least risky
counterparties (based mainly on their credit ratings and
their reciprocal commitments with the Group).
■ Counterparty risk related to trade receivables
● Customer credit risk
Group policy consists of checking the financial health of all customers applying for credit payment terms. Customer
receivables are regularly monitored; consequently, the Group’s exposure to bad debts is not material.
The table below shows the credit risk exposure and the estimated risk of a loss in value of trade receivables:
(€ millions)
At 31 December 2022
Trade receivables
Allowance for lifetime expected losses
TOTAL, NET (NOTE 6.7.1)
At 31 December 2021
Trade receivables
Allowance for lifetime expected losses
TOTAL, NET (NOTE 6.7.1)
Past-due trade receivables at the reporting date
Not yet
due
Up to
one month
past due
Between one
and six months
past due
More than
six months
past due
Total past-due
trade
receivables
641
(6)
636
503
(5)
499
75
(4)
71
135
(10)
125
84
(26)
58
93
(8)
86
164
(76)
88
150
(88)
62
324
(105)
218
378
(105)
273
Total
965
(111)
854
882
(110)
772
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
■ Counterparty risk related to other assets
Credit risk on other financial assets – mainly comprising
cash and cash equivalents, equity instruments, loans, legal
deposits paid by GPA and Sendas and certain derivative
financial instruments – corresponds to the risk of failure by
the counterparty to fulfil its obligations. The maximum risk
is limited and equal to the instruments’ carrying amount.
The Group’s cash management policy consists of investing
cash and cash equivalents with first-tier counterparties and
in first-tier rated instruments.
11.5.4. Liquidity risk
The Group’s liquidity policy is to ensure that it has sufficient
liquid assets to settle its liabilities as they fall due, in either
normal or impaired market conditions.
The liquidity analysis is performed both at the level of the
France Retail segment (taking into account the cash pool
operated with most French subsidiaries) and for each of
the Group’s international subsidiaries.
All subsidiaries of the Casino, Guichard-Perrachon holding
company scope submit weekly cash reports to the Group
and all new financing facilities require prior approval from
the Corporate Finance department.
At 31 December 2022, the Group's liquidity position
comprised:
● confirmed, undrawn lines of credit for a total of
€2,202 million (of which a non-current portion of
€1,766 million for France);
● gross cash and cash equivalents totalling €2,504 million
(of which €434 million available in France);
● €36 million held in segregated accounts in France and
able to be used at any time to pay down debt.
Casino, Guichard-Perrachon had the following financing
facilities at 31 December 2022 (France Retail):
● unsecured bonds amounting to €2,287 million, of which
€400 million in high-yield bonds maturing in January
2026 and €525 million in high-yield bonds maturing
in April 2027;
● secured high-yield bonds for €653 million maturing in
January 2024;
● a term loan (“Term Loan B”) for €1,425 million, maturing
in August 2025.
Casino, Guichard-Perrachon also raises funds through
negotiable European commercial paper issues (NEU CP),
under which €59 million was outstanding at 31 December
2022 (France Retail); these issues are made under a
programme capped at €2,000 million, with the availability
of funds depending on market conditions and investor
appetite. These issues are not subject to any covenants.
The main liquidity risk management methods consist in:
● diversifying sources of financing to include capital markets,
private placements, banks (confirmed and unconfirmed
facilities), negotiable European commercial paper
(NEU CP) issues and discounting facilities;
● diversifying financing currencies to include the euro, the
Group’s other functional currencies and the US dollar;
● maintaining a level of confirmed financing facilities in
excess of the Group's payment obligations at all times;
● limiting the amount of annual repayments and proactively
managing the repayment schedule;
● carrying out asset disposals, particularly in the Latam
Retail segment;
● managing the average maturity of financing facilities and,
where appropriate, refinancing them before they fall due.
■ Management of short-term debt
Access to the European negotiable commercial paper (NEU
CP) market is subject to market conditions and investor
appetite for Casino debt. Outstanding commercial paper
issues represented €59 million at 31 December 2022
versus €308 million at 31 December 2021.
In addition, the Group carries out non-recourse receivables
discounting without continuing involvement, within the
meaning of IFRS 7, as well as reverse factoring.
At 3 1 D e ce m b e r 2 0 2 2 , t ra d e p aya b l e s to t a l l i n g
€1,217 million (including €520 million in France Retail
payables, €664 million in Latam Retail payables and
€33 million in E-commerce payables) had been reverse
factored, versus €1,158 million at 31 December 2021
(€509 million, €604 million, and €45 million, respectively).
■ Management of medium- and long-term debt
The Group continues to proactively manage its debt
maturities through buybacks and early repayments, and
by accessing the market for new loan and bond issues.
The form, availability and timing of these operations are
dependent on market conditions.
In November 2022, the Group made a public offer to
redeem its unsecured bond issue maturing in January
2023 for a nominal amount of €154 million.
The Group also redeemed bond issues through buybacks on
the financial markets throughout 2022. These redemptions
represented a total nominal amount of €226 million, of
which (i) €147 million for the secured high-yield bond
maturing in January 2024, (ii) €49 million for the unsecured
bond maturing in March 2024 and (iii) €30 million for the
unsecured bond maturing in January 2023.
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The table below shows the ratings assigned to the financial instruments by Fitch Ratings, Moody’s, Scope Ratings and
Standard & Poor’s:
Financial instrument
rating
Fitch Ratings (new
rating)
Moody’s
Scope ratings
Standard & Poor’s
Casino,
Guichard-Perrachon
B- with a positive
outlook since
25 November 2022
B3 with a negative
outlook since
8 September 2022
(previously B3 with
a stable outlook)
B+ with a negative
outlook since
27 January 2023
(previously BB- with
a stable outlook)
CCC+ with a developing
outlook since
7 October 2022
(previously B with
a negative outlook)
Secured bonds
BB- since
25 November 2022
B2/stable outlook
(6 August 2020)
Term Loan B
BB- since
25 November 2022
B2/stable outlook
(6 August 2020)
Unsecured bonds
CCC+ since
25 November 2022
Caa1/stable outlook
(6 August 2020)
BB- since
27 January 2023
(previously BB)
BB- since
27 January 2023
(previously BB)
B since
27 January 2023
(previously B+)
B- since
7 October 2022
(previously B+)
B- since
7 October 2022
(previously B+)
CCC+ since
7 October 2022
(previously B)
The high-yield bond issue by Quatrim is secured by shares
in Immobilière Groupe Casino, a wholly-owned subsidiary of
Quatrim which holds property assets (excluding Monoprix
and Franprix-Leader Price property assets and certain assets
whose disposal was pending).
and holding companies in France holding shares in the
Group’s Latin American operations.
Surety rights have also been granted in respect of
miscellaneous liabilities totalling €17 million (mainly loans
to companies-stores).
For the €2,051 million revolving credit facility (RCF) and
€1,425 million Term Loan B, Casino has granted security
rights over shares, the principal bank accounts and
intragroup receivables of its main operating subsidiaries
Excluding these financing arrangements, debt carried by
Casino, Guichard-Perrachon and its main subsidiaries (GPA,
Sendas, Éxito and Monoprix) is not secured by collateral or
pledged assets.
■ Casino, Guichard-Perrachon debt covenants
Following the July 2021 signature of the amendment to the RCF, applicable as from 30 June 2021 in terms of the
covenants (see above), Casino, Guichard-Perrachon is required to comply with the following covenants in the France Retail
(excluding GreenYellow) and E-commerce scope, calculated each quarter (on a rolling 12-month basis):
Type of covenant (France and E-commerce)
Secured gross debt(1)/EBITDA(2) not more than 3.5x
EBITDA(2)/net finance costs(3) not less than 2.5x
Main types of debt
subject to covenant
Frequency
of tests
Ratio at
31 December 2022
RCF for €2,051 million
Quarterly
3.1
3.0
(1) Gross debt as defined in the loan documentation only concerns loans and borrowings for which collateral has been posted for the France
Retail and E-commerce segments as presented in Note 11.2.1, and certain GPA and Sendas holding companies reported in the Latam Retail
segment (notably Segisor). At 31 December 2022, the debt concerned was mainly (i) the Term Loan B for €1,425 million, (ii) high-yield bonds
for €653 million, and (iii) the drawn portion of the RCF facility (€50 million drawn at end-2022).
(2) EBITDA as defined in the loan agreements reflects trading profit/loss for the France Retail and E-commerce segments, adjusted for (i) net
depreciation, amortisation and provision expense, (ii) repayments of lease liabilities, and (iii) interest expense on lease liabilities for the France
Retail and E-commerce scope.
(3) Net finance costs as defined in the loan agreement represent net finance costs for the France Retail and E-commerce scope.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
■ Other clauses and restrictions
Documentation for the RCF, Term Loan B and high-yield
bond issues put in place since late 2019 include the
usual restrictions for high-yield borrowings applicable to
the Group as a whole (excluding the Latam segment and
companies less than 50%-owned, but including certain
holding companies reported in the Latam segment, notably
Segisor). These restrictions concern Casino, Guichard-
Perrachon dividend payments, sales of assets as defined in
the documentation, additional borrowings, and additional
security interests and collateral.
The Term Loan B and high-yield bonds also include
incurrence covenants, which only apply upon the occurrence
of certain specific events or to enable certain transactions
to proceed, in particular:
● an incurrence covenant will apply in the event special
dividends are paid in addition to ordinary dividends(1), as
follows: gross debt/EBITDA (France Retail + E-commerce):
< 3.5x;
● leverage and secured debt leverage covenants or a
fixed charge coverage ratio (FCCR) as defined in the
documentation may be applied on an independent or
additional basis, depending on the transactions planned:
- FCCR: EBITDA(2)/Fixed charges(2) > 2,
- Secured debt leverage: Consolidated leverage(2)/EBITDA(2):
< 2
The Group’s loan and bond agreements include the usual
clauses for such contracts, notably pari passu, negative
pledge and cross-default clauses.
Change-of-control clauses are included in all of Casino’s
bond financing documentation issued up to 2018, except
for the documentation relating to the €600 million deeply-
subordinated perpetual bonds (TSSDI) issued in 2005.
Change of control is established when two criteria are met:
● a third party, other than Rallye and its affiliates, acting
alone or in concert, acquires shares conferring more than
50% of Casino’s voting rights; and
● this change of control directly triggers a downgrade of
Casino’s long-term credit rating (by at least one notch in
the event that Casino’s rating is not investment grade).
The impact on the Group’s bond issues are as follows:
● for bonds issued under the EMTN programme, representing
a cumulative nominal amount of €1,362 million at
31 December 2022, each bond investor would be entitled
to request from Casino the early redemption of all its
bonds at par, at its individual discretion;
● for €750 million worth of TSSDI issued in 2013, the
interest would be raised by an additional spread of 5%
per annum and Casino would be entitled to buy back
all of the bonds at par.
The documentation for the refinancing transactions put in
place since 2019 also includes change-of-control clauses
for three entities:
● Casino, Guichard-Perrachon (RCF/Term Loan B/Quatrim
high-yield borrowings/2026 and 2027 high-yield bonds): an
entity other than Rallye or one of its affiliated entities holds
more than 50% of Casino’s share capital or if substantially
all of the Group’s assets are sold/transferred;
● Casino Finance (RCF): a third party (other than Rallye or
its affiliates) takes control of Casino Finance;
● Monoprix (RCF): Monoprix is no longer controlled
by Casino and/or its subsidiaries or if the percentage
of ownership interest or voting rights held (by Casino
and/or its subsidiaries) is lower than 40%.
A change of control would offer the lenders the possibility of
cancelling their commitments at their individual discretion
(limited to one-third of the nominal amount of the RCF in
the event of a change of control of Monoprix). In the case
of the high-yield bond issue, Quatrim, the wholly-owned
subsidiary of Casino, Guichard-Perrachon that issued the
bonds, would launch a tender offer (at a specified price) in
which investors could participate.
(1) 50% of net profit attributable to owners of the parent, with a minimum of €100 million per year from 2021 and an additional
€100 million that may be used for one or several distributions during the life of the debt.
(2) As defined in the loan agreements.
160
■ Financing of subsidiaries subject to covenants
Most of the Group’s other loan agreements – primarily concerning Monoprix, GPA and Sendas – contain hard covenants
(see table below).
Subsidiary
Type of covenant
Frequency
of tests
Main types of debt subject to covenant
Monoprix
Exploitation
GPA(2)
Sendas(2)
Gross debt/EBITDA < 2.0(1)
Annual
€130 million syndicated credit line
Net debt(3) may not be higher than equity(4)
Consolidated net debt/EBITDA < 3.25
Net debt/equity < 3.0
Net debt/EBITDA < 3.0
Quarterly
Quarterly
All bond issues and certain bank
borrowings
All bond issues and certain bank
borrowings
(1) Monoprix Exploitation’s covenant is based on its individual financial statements.
(2) All GPA and Sendas covenants are based on consolidated data.
(3) Debt less cash, cash equivalents and receivables.
(4) Consolidated equity (attributable to owners of the parent and non-controlling interests).
These covenants were respected at 31 December 2022.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
■ Exposure to liquidity risk
The table below presents an analysis by maturity of financial
liabilities at 31 December 2022, including principal and
interest and for undiscounted amounts. For derivative
financial instruments, the table has been drawn up based on
the contractual net cash inflows and outflows on instruments
that settle on a net basis and the gross inflows and outflows
on those instruments that require gross settlement. For
interest rate instruments, when the amount payable or
receivable is not fixed, the amount presented has been
determined by reference to observed yield curves as at
the reporting date.
31 December 2022
(€ millions)
Maturity
Due
within
one
year
Due
in one
to two
years
Due in
two to
three
years
Due in
three
to five
years
Due in
more
than five
years
Total
contractual
cash flows
Carrying
amount
NON-DERIVATIVE FINANCIAL INSTRUMENTS RECOGNISED IN LIABILITIES:
Bonds and other borrowings
1,630
2,562
3,498
2,620
723
11,032
9,022
Current put options granted to owners
of non-controlling interests
Lease liabilities
Trade payables and other
financial liabilities
129
1,025
8,416
-
971
142
12
73
-
215
161
907
1,555
4,058
8,516
5,190
9
11
13
8,590
8,590
TOTAL
11,199
3,675
4,426
4,259
4,794
28,353
22,963
DERIVATIVE FINANCIAL INSTRUMENTS – ASSETS/(LIABILITIES):
Interest rate derivatives
Derivative contracts – received
Derivative contracts – paid
Derivative contracts – net settled
Currency derivatives
Derivative contracts – received
Derivative contracts – paid
Derivative contracts – net settled
Other derivative instruments
Derivative contracts – received
Derivative contracts – paid
Derivative contracts – net settled
26
(79)
(27)
285
(283)
(21)
-
-
-
25
(75)
(15)
13
(14)
(5)
-
-
-
12
(42)
(11)
7
(36)
(13)
-
-
192
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
69
(232)
126
298
(297)
(26)
-
-
-
TOTAL
(100)
(71)
(41)
(41)
192
(62)
(87)
162
31 December 2021
(€ millions)
Maturity
Due
within
one
year
Due
in one
to two
years
Due in
two to
three
years
Due in
three
to five
years
Due in
more
than five
years
Total
contractual
cash flows
Carrying
amount
NON-DERIVATIVE FINANCIAL INSTRUMENTS RECOGNISED IN LIABILITIES:
Bonds and other borrowings
1,668
1,410
2,137
4,396
1,153
10,765
8,819
Current put options granted to owners
of non-controlling interests
133
52
-
5
12
Lease liabilities
996
964
902
1,372
2,875
202
7,110
Trade payables and other
financial liabilities
8,044
20
15
17
56
8,153
195
4,891
8,153
TOTAL
10,841
2,446
3,055
5,790
4,097
26,229
22,057
DERIVATIVE FINANCIAL INSTRUMENTS – ASSETS/(LIABILITIES):
Interest rate derivatives
Derivative contracts – received
Derivative contracts – paid
Derivative contracts – net settled
Currency derivatives
Derivative contracts – received
Derivative contracts – paid
Derivative contracts – net settled
Other derivative instruments
Derivative contracts – received
Derivative contracts – paid
Derivative contracts – net settled
16
(11)
15
374
(364)
(11)
2
-
-
9
(8)
12
19
(19)
(16)
-
-
-
TOTAL
21
(3)
4
(5)
13
-
-
(3)
-
-
-
9
3
(4)
28
-
-
-
-
-
-
-
-
(46)
-
-
-
-
-
-
27
(46)
33
(29)
22
393
(383)
(29)
2
-
-
8
13
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 12 EQUITY AND EARNINGS PER SHARE
ACCOUNTING PRINCIPLE
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 affect only equity as there
is no change of control of the economic entity. Cash
flows arising from changes in ownership interests in a
fully consolidated subsidiary 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 Casino,
Guichard-Perrachon. 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 disposals of controlling interests involving a loss
of control, the Group derecognises the whole of the
ownership interest and, where appropriate, 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 expenses”, which amounts to remeasuring the
retained previously-held investment 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.
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:
● 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 entity'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.
The Group also examines the special provisions of contracts
to ensure the absence of an indirect obligation to buy
back the equity instruments in cash or by delivering
another financial asset or by delivering shares with a value
substantially higher than the amount of cash or the other
financial asset to be delivered.
In particular, 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.
When a “debt” component exists, it is measured separately
and classified under “financial liabilities”.
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.
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.
Options on treasury shares
Options on treasury shares are treated as derivative
instruments, equity instruments or financial liabilities
depending on their characteristics.
● 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
Options classified as derivatives are measured at fair
value through profit or loss. Options classified as equity
instruments are recorded in equity at their initial amount
and changes in value are not recognised. The accounting
treatment of financial liabilities is described in Note 11.
164
12.1. Capital management
12.4. Treasury shares
The Group’s policy is to maintain a strong capital base in
order to preserve the confidence of investors, creditors and
the markets while ensuring the financial headroom required
to support the Group’s future business development. The
Group aims to continually optimise its financial structure
by maintaining an optimum balance between net debt,
EBITDA and equity. To this end, it may adjust the amount of
dividends paid to shareholders (subject to the restrictions
set out in the documentation for the RCF, Term Loan B
and high-yield bonds – Note 11.5.4), return part of the
capital to shareholders, buy back its own shares or issue
new shares. From time to time, the Group may buy back
its own shares in the market. These shares are generally
acquired for allocation to a liquidity agreement used to make
a market in the shares, or to be held for allocation under
stock option plans, employee share ownership plans or free
share plans for Group employees, or any other share-based
payment mechanism.
The policy objectives and management procedures are
exactly the same as in previous years.
Apart from legal requirements, the Group is not subject to
any external minimum capital requirements.
12.2. Share capital
At 31 December 2022, the Company’s share capital
a m o u n t s t o € 1 6 5 , 8 9 2 , 1 3 2 a n d i s co m p o s e d o f
108,426,230 ordinary shares issued and fully paid
(unchanged from 31 December 2021). The shares have 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 €59 million.
12.3. Share equivalents
The Group is committed to granting free shares under
various plans (Note 8.3). The Board of Directors intends to
fulfil its obligations under those plans by delivering existing
shares when the related rights vest.
Treasur y shares result from shareholder-approved
buybacks of Casino, Guichard-Perrachon SA shares. At
31 December 2022, a total of 68,420 shares were held
in treasury, representing €2 million (31 December 2021:
409,967 shares representing €14 million). The shares
were purchased primarily for allocation upon exercise of
the rights under free share plans.
The Group has a liquidity agreement with Rothschild Martin
Maurel in accordance with AMF decision 2021-01 dated
22 June 2021, for a total of €15 million. At 31 December
2022 and 2021, no Casino, Guichard-Perrachon SA shares
were held in the liquidity account.
12.5. Deeply-subordinated perpetual
bonds (TSSDI)
At the beginning of 2005, the Group issued 600,000 deeply-
subordinated perpetual bonds (TSSDI) for a total amount
of €600 million. The bonds are redeemable solely at the
Group’s discretion and interest is due only if the Group
pays a dividend on its ordinary shares in the preceding
12 months. The bonds pay interest at the ten-year constant
maturity swap rate plus 100 bps, capped at 9%. In 2022,
the average coupon was 2.69% (2021: 1%).
On 18 October 2013, the Group issued €750 million worth
of perpetual hybrid bonds (7,500 bonds) on the market.
The bonds are redeemable at the Company's discretion
with the first call date set for 31 January 2019 and the
second on 31 January 2024. The bonds paid interest at
4.87% until 31 January 2019. Since then, as specified in
the prospectus, the interest rate has been reset at 3.992%.
This rate will be reset every five years.
Given their specific characteristics in terms of maturity
and remuneration, the bonds are carried in equity for the
amount of €1,350 million. Issuance costs net of tax have
been recorded as a deduction from equity.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
12.6. Breakdown of other reserves
(€ millions)
At 1 January 2021
Movements for the year
At 31 December 2021
Movements for the year
At 31 December 2022
Cash flow
hedges
Net
investment
hedges
Foreign
currency
translation
adjustments
Actuarial
gains and
losses
Equity
instruments(1)
Debt
instruments(1)
Total
other
reserves
(43)
29
(14)
7
(7)
(1)
-
(1)
-
(1)
(2,933)
(105)
(30)
2
(2,963)
(103)
121
(2,842)
34
(70)
(3)
-
(4)
(30)
(33)
(1)
(3,087)
-
1
(1)
(3,086)
-
132
(1)
(2,955)
(1) Financial instruments at fair value through other comprehensive income.
12.7. Other information on additional paid-in capital, retained earnings and reserves
12 .7.1. Foreign currency translation adjustments
Foreign currency translation adjustments correspond to exchange gains and losses on translating the equity of foreign
subsidiaries and receivables and payables included in the Group’s net investment in these subsidiaries, at the closing rate.
■ Foreign currency translation adjustments by country at 31 December 2022
(€ millions)
Brazil
Argentina
Colombia
Uruguay
United States
Poland
Hong Kong
Other
Attributable to owners
of the parent
Attributable
to non-controlling interests
Total
1 January
2022
Movements
for the year
31 December
2022
1 January
2022
Movements
for the year
31 December
2022
31 December
2022
(2,265)
(239)
(371)
(113)
20
6
1
(2)
147
(35)
(13)
20
-
(2)
-
3
(2,118)
(3,498)
(273)
(385)
(93)
20
4
1
-
(82)
(582)
(93)
1
-
-
(1)
178
(45)
(107)
46
1
-
-
-
(3,320)
(127)
(689)
(48)
2
-
-
(1)
(5,438)
(400)
(1,074)
(140)
22
5
1
(1)
TOTAL FOREIGN CURRENCY
TRANSLATION ADJUSTMENTS
(2,963)
121
(2,842)
(4,256)
73
(4,183)
(7,025)
■ Foreign currency translation adjustments by country at 31 December 2021
(€ millions)
Brazil
Argentina
Colombia
Uruguay
United States
Poland
Hong Kong
Other
Attributable to owners
of the parent
Attributable
to non-controlling interests
Total
1 January
2021
Movements
for the year
31 December
2021
1 January
2021
Movements
for the year
31 December
2021
31 December
2021
(2,277)
(230)
(342)
(110)
20
7
-
(1)
12
(8)
(29)
(2)
-
(1)
1
(2)
(2,265)
(3,515)
(239)
(371)
(113)
20
6
1
(2)
(72)
(481)
(105)
1
-
-
(1)
17
(11)
(101)
11
-
-
-
(1)
(3,498)
(5,763)
(82)
(582)
(93)
1
-
-
(1)
(321)
(953)
(206)
21
6
1
(4)
TOTAL FOREIGN CURRENCY
TRANSLATION ADJUSTMENTS
(2,933)
(30)
(2,963)
(4,173)
(83)
(4,256)
(7,219)
166
12.7.2. Notes to the consolidated statement of comprehensive income
(€ millions)
Cash flow hedges and cash flow hedge reserve(1)
Change in fair value
Reclassifications to inventories
Reclassifications to profit or loss
Income tax (expense) benefit
Debt instruments at fair value through other comprehensive income (OCI)
Net change in fair value
Impairment losses
Reclassifications to profit or loss
Income tax (expense) benefit
Foreign currency translation reserves (Note 12.7.1)
Foreign currency translation adjustments for the year
Net investment hedges
Reclassifications to profit or loss
Income tax (expense) benefit
Equity instruments at fair value through other comprehensive income
Net change in fair value(2)
Income tax (expense) benefit
Actuarial gains and losses
Actuarial gains and losses for the year
Income tax (expense) benefit
Share of other comprehensive income of equity-accounted investees
Cash flow hedges and cash flow hedge reserve – net change in fair value
Cash flow hedges and cash flow hedge reserve – reclassifications to profit or loss
Foreign currency translation reserve – adjustments for the year
Foreign currency translation reserve – reclassification to profit or loss
Equity instruments at fair value through other comprehensive income –
change in fair value
Actuarial gains and losses – net gain or loss for the year
Income tax (expense) benefit
TOTAL
(1) The change in the cash flow hedge reserve in 2022 and 2021 was not material.
(2) In 2022, this corresponds to the impairment loss recognised on the Group’s investment in Gorillas (Note 2).
2022 2021 (restated)
8
-
-
9
(2)
(1)
(1)
-
-
-
194
173
-
21
-
(30)
(30)
-
34
46
(11)
2
2
-
-
-
-
28
40
-
(2)
(10)
-
(1)
-
-
-
(108)
(108)
-
-
-
-
-
-
2
2
-
(3)
2
-
(5)
-
-
-
-
208
(82)
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GPA(1)
Sendas
Grupo
Éxito(2)
Other
Total
Brazil
Brazil Colombia
CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
12.8. Main non-controlling interests
The following table provides detailed information on the main non-controlling interests.
(€ millions)
Country
At 1 January 2021 (reported)
Effect of applying IFRS IC agenda decision on Costs
in a Cloud Computing Arrangement (Note 1.3)
1 January 2021 (restated)
% of ownership interests held by non-controlling interests(3)
% of voting rights held by non-controlling interests(3)
Net profit (loss)
Other comprehensive income (loss)(4)
Dividends paid/payable
Other movements(5)
31 December 2021 (restated)
1,369
(1)
1,368
58.8%
58.8%
(95)
14
11
(602)
697
1,412
-
1,412
60.2%
60.2%
87
(98)
(52)
28
1,377
149
3
(28)
620
745
% of ownership interests held by non-controlling interests(3)
59.0% 59.0%
60.4%
% of voting rights held by non-controlling interests(3)
59.0% 59.0%
60.4%
Net profit (loss)
Other comprehensive income (loss)(4)
Dividends paid/payable
Other movements
31 DECEMBER 2022
(219)
99
28
255
860
159
126
(14)
(130)
886
45
(106)
(65)
33
1,284
% of ownership interests held by non-controlling interests(3)
59.1% 69.5%
60.5%
% of voting rights held by non-controlling interests(3)
59.1% 69.5%
60.5%
Average % of ownership interests held by the Group in 2022
41.0% 39.2%
39.6%
% of ownership interests held by the Group
at 31 December 2022
40.9% 30.5%
39.5%
75
(1)
74
(9)
(1)
(1)
(1)
62
(15)
10
(1)
(137)
(82)
2,856
(2)
2,855
132
(83)
(69)
46
2,880
(29)
129
(53)
20
2,947
(1) GPA excluding Éxito, Uruguay and Argentina.
(2) Éxito including Uruguay and Argentina.
(3) The percentages of non-controlling interests set out in this table cover the scope of Casino Group and do not include the Group’s own
non-controlling interests in sub-groups. At 31 December 2022, Casino holds 40.9% of the capital and voting rights of GPA and 30.5% of
Sendas, which are fully consolidated in the Group’s consolidated financial statements. Full consolidation results from the Group’s assessment
that it has de facto control owing to the fact that (i) a majority of members of the Board of Directors have been nominated by Casino, and
(ii) the remaining shares of GPA and Sendas are held by widely-dispersed shareholders (31 December 2021: 41.0% of capital and voting rights
held in GPA and Sendas).
(4) Other comprehensive income (loss) consists mainly of exchange differences arising on translation of foreign subsidiaries’ financial statements.
(5) In 2021, other movements at GPA and Sendas reflect the spin-off transaction.
168
Summarised financial information on the main subsidiaries with material non-controlling
interests
The information presented in the table below is based on the IFRS financial statements, adjusted where applicable to
reflect the remeasurement at fair value on the date of acquisition or loss of control, and to align accounting policies with
those applied by the Group. The amounts are shown before intragroup eliminations.
(€ millions)
Country
Net sales
2022
2021 (restated)
GPA(1) Sendas
Grupo
Éxito(2)
GPA(1) Sendas
Grupo
Éxito(2)
Brazil Brazil Colombia Brazil Brazil Colombia
3,344
10,016
4,424
4,184
6,568
3,695
Net profit (loss) from continuing operations
Net profit (loss) from discontinued operations
(381)
247
11
-
53
-
(161)
253
-
-
Consolidated net profi t (loss)
(370)
247
53
(162)
253
Attributable to non-controlling interests
in continuing operations
Attributable to non-controlling interests
in discontinued operations
Other comprehensive income (loss)
Total comprehensive income (loss) for the year
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
(225)
159
45
(95)
149
6
-
-
125
(245)
141
388
(143)
(90)
-
24
(137)
-
5
258
152
1,493
2,536
1,165
1,522
1,327
(2,214)
(3,425)
(489)
(2,318)
(1,743)
(1,187)
(3,062)
(1,439)
(1,254)
(1,317)
1,655
1,276
1,713
1,377
1,269
3,563
5,227
2,477
3,426
3,001
2,530
Attributable to non-controlling interests
(120)
285
(61)
(82)
Attributable to non-controlling interests
860
886
1,284
697
Net cash from (used in) operating activities
Net cash from (used in) investing activities
(231)
869
662
(1,256)
223
(193)
144
70
745
431
(452)
Net cash from (used in) financing activities
(620)
992
(231)
(257)
(134)
Effect of changes in exchange rates
on cash and cash equivalents
96
26
(17)
13
4
Change in cash and cash equivalents
(93)
632
(218)
(31)
(150)
Dividends paid to the Group(2)
Dividends paid to owners of non-controlling
interests during the period(3)
7
11
13
18
-
37
38
56
10
14
(1) GPA excluding Éxito, Uruguay and Argentina.
(2) Éxito including Uruguay and Argentina.
(3) GPA, Sendas and Éxito have an obligation to pay out 25%, 25% and 50% respectively of annual net profit in dividends
131
(3)
129
88
(2)
(135)
(7)
(11)
1,272
(526)
(1,421)
1,855
1,377
306
(104)
(178)
(45)
(21)
-
30
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
12.9. Dividends
The Annual General Meeting of 10 May 2022 approved the decision not to pay any dividend in 2022 in respect of 2021.
Decisions on future payouts will be taken in light of the Group's financial position, and will take account of the interests
of the Company and compliance with its loan and bond agreements.
The coupon payable on deeply-subordinated perpetual bonds is as follows:
(€ millions)
2022
2021
Coupons payable on deeply-subordinated perpetual bonds (impact on equity)
of which amount paid during the year
of which amount payable in the following year
Impact on the statement of cash fl ows for the year
of which coupons awarded and paid during the year
of which interest allocated in the prior year and paid during the year
47
41
7
42
41
2
36
34
2
35
34
1
12.10. Earnings per share
ACCOUNTING PRINCIPLE
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
dividends on deeply-subordinated perpetual bonds;
● denominator: the basic number of shares is adjusted
to include potential shares corresponding to dilutive
instruments (equity warrants, stock options and free
shares), 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.
12.10.1. Number of shares
Diluted number of shares used for the calculation
2022
2021
Weighted average number of shares outstanding during the year
Total ordinary shares
Ordinary shares held in treasury
108,426,230
108,426,230
(317,857)
(521,070)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES BEFORE DILUTION
(1)
108,108,373
107,905,160
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
Dilutive effect of stock option plans
Free share plans
Total potential dilutive shares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
TOTAL DILUTED NUMBER OF SHARES
(2)
108,108,373
107,905,160
170
12.10.2. Profit (loss) attributable to ordinary shares
(€ millions)
NET PROFIT (LOSS) ATTRIBUTABLE
TO OWNERS OF THE PARENT
Dividend payable on deeply-subordinated
perpetual bonds
NET PROFIT (LOSS) ATTRIBUTABLE
TO HOLDERS OF ORDINARY SHARES
2022
2021 (restated)
Continuing
operations
Discontinued
operations(1)
Continuing
operations
Discontinued
operations(1)
Total
Total
(279)
(37)
(316)
(280)
(254)
(534)
(47)
-
(47)
(36)
-
(36)
(3)
(326)
(37)
(363)
(316)
(254)
(570)
Potential dilutive effect of free share plans
-
-
-
-
-
-
DILUTED NET PROFIT (LOSS) ATTRIBUTABLE
TO HOLDERS OF ORDINARY SHARES
BASIC EARNINGS (LOSS) PER SHARE
ATTRIBUTABLE TO OWNERS OF THE PARENT (€)
DILUTED EARNINGS (LOSS) PER SHARE
ATTRIBUTABLE TO OWNERS OF THE PARENT (€)
(1) Note 3.5.2.
(4)
(326)
(37)
(363)
(316)
(254)
(570)
(3)/(1)
(3.02)
(0.34)
(3.36)
(2.93)
(2.36)
(5.29)
(4)/(1)
(3.02)
(0.34)
(3.36)
(2.93)
(2.36)
(5.29)
NOTE 13 OTHER PROVISIONS
ACCOUNTING PRINCIPLE
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 expenses 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 expenses.
Contingent liabilities correspond to possible obligations
that arise from past events and whose existence will be
confirmed only by the 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
statement of financial position but are disclosed in the
notes to the financial statements.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
13.1. Breakdown of provisions and movements
(€ millions)
Claims and litigation
Other risks and expenses
Restructuring
TOTAL PROVISIONS
of which non-current
of which current
1 January
2022
Additions
2022
Reversals
(used)
2022
Reversals
(not
used)
2022
Changes
in scope of
consolidation
Effect of
movements
in exchange
rates Other
31 December
2022
381
100
112
592
376
216
271
34
48
354
235
119
(90)
(14)
(43)
(147)
(75)
(72)
(61)
(18)
(9)
(88)
(54)
(33)
(1)
(1)
-
(2)
-
(2)
37
-
-
37
37
(1)
-
2
(3)
(1)
(3)
2
537
103
104
744
515
229
Provisions for claims and litigation, and for other risks and
expenses are composed of a wide variety of provisions for
employee-related disputes (before a labour court), property
disputes (concerning construction or refurbishment work,
rents, tenant evictions, etc.), tax disputes and business claims
(trademark infringement, etc.) or indirect taxation disputes.
Provisions for claims and litigation amount to €537 million
and include €485 million for Brazil (Note 13.2). Of this
amount, additions to provisions, reversals of utilised
provisions and reversals of surplus provisions, respectively
amounted to €227 million, €74 million, and €52 million.
13.2. Breakdown of provisions for claims and litigation in Brazil
(€ millions)
31 DECEMBER 2022
of which GPA
of which Sendas
31 December 2021
of which GPA
of which Sendas
PIS/Cofins/CPMF
disputes(1)
Other tax
disputes(2)
Employee
disputes Civil litigation
58
53
5
45
33
12
253
248
5
197
192
5
134
118
15
66
55
11
40
36
4
37
33
4
Total
485
456
29
345
313
32
(1) VAT and similar taxes.
(2) Indirect taxes (mainly ICMS tax on sales and services in Brazil).
In the context of the litigation disclosed above and below
in Note 13.3, GPA and Sendas are contesting the payment
of certain taxes, contributions and payroll obligations.
The bonds posted by GPA pending final rulings from the
administrative courts on these various disputes are included
in “Other non-current assets” (Note 6.9.1). GPA and Sendas
have also provided various guarantees in addition to these
bonds, reported as off-balance sheet commitments (Note
6.11.1).
172
(€ millions)
Tax disputes
Employee disputes
Civil and other litigation
TOTAL
(€ millions)
Tax disputes
Employee disputes
Civil and other litigation
TOTAL
(1) See Note 6.9.1.
(2) See Note 6.11.1.
Bonds
posted(1)
GPA
Sendas
86
37
12
2
6
2
31 December 2022
Assets pledged
as collateral(2)
GPA
101
-
2
Sendas
-
-
-
-
135
10
103
Bonds
posted(1)
GPA
Sendas
79
33
4
116
10
8
1
19
31 December 2021
Assets pledged
as collateral(2)
GPA
115
-
1
116
Sendas
-
-
-
-
Bank
guarantees
GPA
1,718
177
73
Sendas
124
16
90
1,968
230
Bank
guarantees
GPA
1,573
183
78
1,834
Sendas
100
16
35
151
13.3. 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, social security bodies or tax authorities in certain
countries (mainly Brazil – see below – and France Retail
concerning disputes with the customs authorities and
Urssaf representing a risk of €41 million).
As stated in Note 3.3.5, no associates or joint ventures have
any significant contingent liabilities.
Proceedings brought by the DGCCRF
(French competition authority) against AMC
and INCA-A and investigations by the French
and European competition authorities
In February 2017, the Minister of the Economy, represented
by the Department for Competition Policy, Consumer Affairs
and Fraud Control (DGCCRF), brought an action against
Casino Group companies before the Paris Commercial
Court. The DGCCRF is seeking repayment to 41 suppliers
of a total of €22 million relating to a series of credit notes
issued in 2013 and 2014, together with a fine of €2 million.
On 27 April 2020, the Paris Commercial Court handed
down its decision, dismissing most of the DGCCRF’s
claims. The Court considered that there was no evidence
to support the DGCCRF’s claims of unlawful behaviour
concerning 34 suppliers. It partly accepted the DGCCRF’s
claims concerning the other 7 suppliers. AMC was ultimately
ordered to refund credit notes issued in 2013 and 2014
by the 7 suppliers for a total of €2 million, and to pay a
fine of €1 million.
However, the DGCCRF appealed this decision in January
2021. As no application was made for provisional
enforcement, the appeal has suspensive effect.
The proceedings are still in progress. Casino Group maintains
that it acted in accordance with applicable regulations in
its negotiations with the suppliers concerned. Based on this
and on the advice of its legal counsel, the Group considers
that the associated risk on its financial statements is limited.
On 11 April 2017, the common purchasing entity INCA
Achats, and its parent companies Intermarché and Casino,
were prosecuted for economic imbalance and abusive
commercial practices that allegedly took place in 2015
against 13 multinational companies in the hygiene and
fragrance industry, with a fine of €2 million.
On 31 May 2021, the Paris Commercial Court handed down
its decision, ordering Casino to pay a fine of €2 million. On
12 July 2021, the Group appealed the decision before
the Paris Court of Appeal, maintaining that it acted in
accordance with applicable regulations in its negotiations
with the suppliers concerned. However, as a provisional
enforcement request was granted, the fine had to be paid
in December 2021.
Lastly, in February 2017, representatives of the European
Commission raided the premises of Casino, Guichard-
Perrachon, Achats Marchandises Casino – AMC (formerly
E.M.C. Distribution) and Intermarché-Casino Achats (INCA-A),
in connection with an investigation into fast-moving
consumer goods supply contracts, contracts for the sale of
services to manufacturers of branded products and contracts
for the sale of fast-moving consumer goods to consumers.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Dispute between Cnova and Via Varejo
On 31 October 2016, ahead of the GPA’s announcement
of its decision to start negotiations for the sale of its stake in
Via Varejo, Via Varejo completed its combination with Cnova
Brazil, responsible for the Group’s e-commerce business in
the country. The combination involved the acquisition by
Via Varejo of 100% of Cnova Brazil’s shares from Cnova NV
(“Cnova”). The combination agreement included the usual
vendor warranty compensation clauses.
In September 2019, Via Varejo notified Cnova of a guarantee
call for an undocumented amount of around BRL 65 million
(€11 million), concerning litigation with employees and
customers. Following this notification, Cnova and Via Varejo
exchanged information in order to determine the substance
and, where appropriate, the scope of the compensation
claim. In light of the extensive analyses currently in progress
and the discussions that are likely to result from the analyses,
Cnova is unable to determine the extent of its exposure
to this risk. On 20 July 2020, Cnova received notification
that Via Varejo had commenced arbitration proceedings.
On 22 January 2021, Via Varejo submitted its declaration
in connection with these proceedings but no additional
evidence has been provided. At the beginning of March
2022, Cnova received a report from the court-appointed
expert indicating that (i) a significant number of claims
did not meet the eligibility criteria as described in the
agreement, and (ii) the amount of BRL 65 million should
be reduced by Via Varejo’s 22% contribution and by
approximately BRL 25 million of deductible. In an order
handed down in July 2022, the court instructed the expert
to carry out further examinations on 19,700 third-party
claims. The court's final decision is expected by the end of
2023. Cnova management and its counsel have analysed
the expert’s report and do not consider the residual risk
to be material.
In addition, in May 2019, representatives of the European
Commission conducted additional raids of the premises of
the same companies (except for INCA-A, which has since
ceased operations and is in the process of being liquidated).
The European Commission has not issued any complaint
at this stage.
On 5 October 2020, the General Court of the European
Union ruled that the raids conducted by the Commission in
February 2017 were partially unlawful. The case is currently
being appealed by the plaintiffs before the Court of Justice
of the European Union, seeking to have all of the 2017 raids
classified as unlawful; proceedings are also currently pending
before the General Court of the European Union in respect
of the raids carried out in May 2019. On 14 July 2022, the
Advocate General delivered their opinion recommending
that the Court categorically annul the Commission’s
2017 investigation and hence the 2019 investigation.
The procedure remains pending until the Court of Justice
delivers its judgement in the coming weeks.
Arbitration between GPA and Península
On 12 September 2017, GPA received a request for
arbitration from Fundo de Investimento Imobiliáro Península
(“Península”) in order to discuss the calculation of rental
charges and other operational matters related to leasing
agreements concerning stores owned by Península and
operated by GPA. The agreements have a duration of
20 years as from 2005 and are renewable for another
20-year period at the sole discretion of GPA. They set out
the method for calculating rental charges.
On 7 July 2021, GPA announced that it had reached
an out-of-court settlement with Fundo de Investimento
Imobiliário Peninsula (“Península”), enabling the various
amounts outstanding between the parties to be closed out,
while maintaining the long-term leases and amending the
terms and conditions of the agreements in order to more
closely reflect the current market environment. From an
accounting perspective, this out-of-court settlement led to
a remeasurement of right-of-use assets under these lease
agreements and of the lease liability.
Brazil tax, social and civil contingent liabilities
(€ millions)
INSS (employer’s social security contributions)
IRPJ – IRRF and CSLL (corporate income taxes)
PIS, COFINS and CPMF (VAT and similar taxes)
ISS, IPTU and ITBI (service tax, urban property
tax and tax on property transactions)
ICMS (state VAT)
Civil litigation
TOTAL
2022
of which
GPA
of which
Sendas
2021
of which
GPA
of which
Sendas
113
253
936
26
1,143
71
109
145
820
23
951
63
4
109
115
3
192
8
100
195
835
25
974
59
91
119
739
22
795
52
2,542
2,111
431
2,188
1,819
9
76
97
2
179
7
369
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GPA and Sendas employ consulting firms to advise them
in tax disputes, whose fees are contingent on the disputes
being settled in the company's favour. At 31 December
2022, the estimated amount totalled €28 million,
comprising €25 million for GPA and €2 million for Sendas
(31 December 2021: €25 and €2 million, respectively, for
a total of €27 million).
Moreover, Casino has given a specific guarantee to GPA
concerning notifications of tax adjustments received
from the tax administration, for a total amount of
BRL 1,922 million (€341 million) at 31 December 2022
(31 December 2021: BRL 1,467 million), including
penalties and interest. Under the terms of the guarantee,
Casino has undertaken to indemnify its subsidiary for 50%
of any damages incurred, provided those damages are
definitive. Based on the commitment given by Casino to its
subsidiary, the risk exposure amounts to BRL 961 million
(€170 million) (31 December 2021: BRL 734 million,
representing €116 million). As the risks of liability are only
considered possible, Casino has not recognised a provision
in its financial statements for this amount.
Brazil contingent assets
■ Exclusion of ICMS from the PIS/COFINS tax base
Since the adoption of non-cumulative regime to calculate
PIS and COFINS tax credits, GPA and Sendas have challenged
the right to deduct ICMS taxes from the calculation basis
for PIS and COFINS taxes. GPA and Sendas’ position was
supported by a Brazilian federal supreme court (STF) ruling
on 15 March 2017 that the ICMS tax should be excluded
from the PIS and COFINS tax base.
On 29 October 2020, GPA was notified of a final favourable
ruling on its main claim initially filed in 2003. Based on this
court decision, GPA considered that the uncertainty that
had previously led it to consider this asset as “contingent”
within the meaning of IAS 37 had resolved. Accordingly, it
recognised a tax credit in 2020, net of provisions, amounting
to BRL 1,608 million (income of €273 million), of which
BRL 995 million (€169 million) recognised in net sales
and BRL 613 million (€104 million) recognised in “Other
financial income”. For 2021, GPA reassessed the amount of
tax credits recognised in 2020 and reversed the provision
that had been set aside in 2020 for BRL 280 million, or
€44 million (Notes 5.1 and 11.3.2).
On 16 July 2021, a ruling was handed down in favour of
Sendas. In light of this ruling, associated with the ruling of
the Brazilian federal supreme court (STF) of May 2021 (see
Note 5.1), Sendas considered that the uncertainty that had
previously led it to consider this asset as “contingent” within
the meaning of IAS 37 had resolved. Accordingly, in 2021
it recognised a tax credit for BRL 216 million (€34 million),
of which BRL 175 million (€28 million) in net sales and
BRL 41 million (€6 million) in other financial income.
Pursuant to the shareholder agreements between GPA
and the Klein family following the creation of Via Varejo,
which were still in force at 31 December 2022, GPA has a
legal right to obtain from Via Varejo the aforementioned
tax credits in respect of its former subsidiary Globex for the
2003-2010 period. As a result of the final ruling obtained
by Via Varejo on its proceedings with the tax authorities
in May 2020, GPA has an unconditional right to obtain a
refund of these tax credits from Via Varejo. In 2020, GPA had
recognised a gross amount of BRL 231 million (€39 million)
in its income statement in this respect. Following full
justification by Via Varejo, GPA no longer considers these tax
credits as a contingent asset, and accordingly recognised
an additional amount of BRL 278 million (€51 million) at
31 December 2022, shown in profit (loss) from discontinued
operations.
NOTE 14 RELATED-PARTY TRANSACTIONS
Related parties are:
● parent companies (mainly Rallye, Foncière Euris, Finatis,
Euris and Euris Holding);
● entities that exercise joint control or significant influence
over the Company;
● subsidiaries (Note 17);
● associates (Note 3.3);
● joint ventures (Note 3.3);
● members of the Board of Directors and Management
Committee (Note 8.4).
The Company maintains normal relations with all of its
subsidiaries in its day-to-day management of the Group. The
Company and its subsidiaries receive strategic advice from
Euris, the ultimate holding company, under strategic advice
and assistance agreements. The Company also receives other
recurring services from Euris and Foncière Euris (provision
of staff and premises). The amount expensed over the
year in relation to these agreements with Casino and its
subsidiaries totalled €4.3 million, of which €4 million for
strategic advisory services and €0.3 million for the provision
of staff and premises.
Related-party transactions with individuals (Directors,
corporate officers and members of their families) are not
material.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 15 SUBSEQUENT EVENTS
Disposal of additional Assaí
stake considered
In order to accelerate its deleveraging, on 7 March 2023,
Casino Group announced that it was considering a
plan to sell part of its stake in Assaí for approximately
USD 600 million. This amount could be increased depending
on market conditions.
No final decision has been made on this proposed
transaction, which would take the form of a secondary
offering.
TERACT and Casino Group sign
an exclusive agreement to create
the French leader in responsible
and sustainable retail
On 9 March 2023, Casino Group and TERACT announced
that they had entered into an exclusive agreement, with
the aim of entering into a binding agreement to create
the French leader in responsible and sustainable retail
activities. The exclusive discussions concern the creation
of two separate entities:
● an entity, controlled by Casino, bringing together the retail
activities in France. Casino Group would contribute over
9,100 stores, its undisputed leadership in convenience
formats, the strength of its banners, its digital offering and
its good CSR practices. TERACT would bring its know-how
and expertise in the operation of garden centres and
food distribution;
● a new entity, named TERACT Ferme France and controlled
by InVivo, in charge of supplying local agricultural products
through short food supply chains that help to promote
France’s regions and showcase agricultural products.
TERACT Ferme France will benefit from strong proximity
to the agricultural industry through the InVivo group, its
majority shareholder.
The transaction would value the activities contributed by
Casino Group and TERACT at 85% and 15%, respectively,
on a debt-free cash-free basis.
In order to be able to execute an ambitious growth plan,
the new entity would be provided with additional equity in
the region of €500 million. To this effect, in a joint initiative,
Casino and the reference shareholders of TERACT have
already engaged in discussions with a number of investors
keen to become shareholders of the combined entity.
The composition of both entities’ governance and executive
bodies would closely associate the reference shareholders
of Casino Group and TERACT, as well as their management
teams.
This project remains subject to the signing of a binding
agreement between Casino Group and TERACT, which
could be achieved by the end of the second quarter of
2023. This project would be subject to the consultation of
the employee representative bodies of both groups as well
as to the approval of the respective governance bodies of
Casino Group, TERACT and InVivo. Further communication
to the market would be made upon the signing of the
binding agreement, which would be submitted to the
approval of the antitrust authorities and of the shareholders
and creditors of both parties.
NOTE 16 STATUTORY AUDITORS’ FEES
Statutory Auditors’ fees for the year ended 31 December 2022
(€ thousands)
Statutory audit and review of the parent company and consolidated financial statements
Non-audit services
TOTAL
KPMG
Deloitte
3,901
1,235
5,190
1,657
5,136
6,847
Services other than the statutory audit of the financial statements (“Non-audit services”) by the Statutory Auditors to
Casino, Guichard-Perrachon, the parent company, and to its subsidiaries, correspond mostly to procedures related to the
issuance of statements and reports on agreed-upon procedures regarding data contained in the accounting records, or
regarding internal control.
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NOTE 17 MAIN CONSOLIDATED COMPANIES
At 31 December 2022, Casino Group comprised 1,287 consolidated companies. The main companies are listed below.
Company
Casino, Guichard-Perrachon SA
FRANCE – RETAILING
Achats Marchandises Casino (AMC)
Casino Carburants
Casino Services
Casino International
Distribution Casino France (DCF)
Distridyn
Easydis
Floréal
Geimex
AUXO Achats Alimentaires
AUXO Achats Non Alimentaires
Monoprix group
Les Galeries de la Croisette
Monoprix
Monoprix Exploitation
Monoprix On Line (formerly Sarenza)
Monop’
Naturalia France
Société Auxiliaire de Manutention Accélérée
de Denrées Alimentaires “S.A.M.A.D.A.”
Société L.R.M.D.
Franprix-Leader Price group
Cofilead
Distribution Franprix
Distribution Leader Price
Franprix Holding
Franprix-Leader Price Holding
Franprix-Leader Price Finance
Holding Île-de-France 2
Holdi Mag
Pro Distribution
Sarjel
Sédifrais
2022
2021
%
control
%
interest
Consolidation
method
%
control
%
interest
Consolidation
method
Parent
company
Parent
company
100
100
100
100
100
100
100
100
100
100
FC
FC
FC
FC
FC
100
100
100
100
100
100
100
100
100
100
49.99
49.99
EM
49.99
49.99
100
100
100
30
70
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
72.5
100
100
100
100
100
30
70
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
72.5
100
100
FC
FC
FC
EM
EM
FC
FC
FC
-
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
100
100
100
30
70
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
70
100
100
100
100
100
30
70
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
70
100
100
FC
FC
FC
FC
FC
EM
FC
FC
FC
EM
EM
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
t
n
e
m
u
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o
D
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o
i
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Company
Codim group
Codim 2
Hyper Rocade 2
Pacam 2
Poretta 2
Prodis 2
Property and Energy
GreenYellow
GreenYellow Holding
L’immobilière Groupe Casino
Sudéco
Uranie
Mercialys group
Mercialys (listed company)
Other businesses
FLOA Bank
Casino Finance
ExtenC
Perspecteev
RelevanC
Inlead
Infinity Advertising
IRTS
Global Retail Services
E-COMMERCE
Cnova NV group (listed company)
99.48
78.83
Cdiscount
C-Logistics
Cnova Pay
INTERNATIONAL – POLAND
Mayland Real Estate
INTERNATIONAL – BRAZIL
Wilkes
GPA group (listed company)(3)
Financeira Itaú CBD SA – Crédito,
Financiamento e Investimento (FIC)(1)(2)
GPA Malls & Properties Gestão de Ativos
e Serviços. Imobiliários Ltda. (GPA M&P)(1)
Novasoc Comercial Ltda. (Novasoc)(1)
Sendas Distribuidora SA (“Sendas”) (listed
company)(3)
Financeira Itaú CBD SA – Crédito,
Financiamento e Investimento (FIC)(1)(2)
178
2022
2021
%
control
%
interest
Consolidation
method
%
control
%
interest
Consolidation
method
100
100
100
100
100
-
11.81
100
100
100
-
-
100
100
49
100
100
50
100
50
100
100
100
100
100
-
11.81
100
100
100
-
-
100
100
49
100
91.31
50
100
50
100
100
100
78.89
82.21
78.83
FC
FC
FC
FC
FC
100
100
100
100
100
100
100
100
100
100
-
72.36
72.36
EM
FC
FC
FC
-
-
FC
FC
EM
FC
FC
EM
FC
EM
FC
FC
FC
FC
-
100
100
100
-
100
100
100
16.86
16.86
50
100
100
49
100
100
50
100
50
50
100
100
49
100
91.31
50
100
50
99.48
78.87
100
100
100
78.94
82.24
78.87
100
100
FC
100
100
100
100
40.92
40.92
25
17.88
100
100
100
100
30.51
30.51
FC
FC
EM
FC
FC
FC
100
100
41.04
41.04
25
17.88
100
100
100
100
41.02
41.02
25
17.88
EM
25
17.88
FC
FC
FC
FC
FC
FC
-
FC
FC
FC
EM
EM
FC
FC
EM
FC
FC
EM
FC
EM
FC
FC
FC
FC
FC
FC
FC
EM
FC
FC
FC
EM
Company
INTERNATIONAL – COLOMBIA, URUGUAY
AND ARGENTINA
2022
2021
%
control
%
interest
Consolidation
method
%
control
%
interest
Consolidation
method
Éxito group (listed company)(7)
96.52
39.50
FC
96.57
39.64
Éxito Industrias SAS(4)
Trust Viva Malls(4)(6)
Viva Villavincencio Trust(4)
Barranquilla Trust(4)
Logistica y transporte de Servicios SAS(4)
Tuya SA(4)
97.95
97.95
51
51
90
100
50
51
26.01
45.90
100
50
Grupo Disco (Uruguay)(4)(5)
75.10
62.49
Devoto (Uruguay)(4)
Libertad (Argentina)(4)
FRENCH AND INTERNATIONAL
HOLDING COMPANIES
Casino Participations France
Forézienne de Participations
Géant Holding BV
Géant International BV
Gelase
Helicco
100
100
100
-
100
100
100
100
100
100
100
-
100
100
39.50
100
Intexa (listed company)
98.91
97.91
Quatrim
Segisor SA
Tevir SA
Tonquin BV
100
100
100
100
100
100
100
100
FC
FC
FC
FC
FC
EM
FC
FC
FC
FC
-
FC
FC
FC
FC
FC
FC
FC
FC
FC
97.95
97.95
51
51
90
100
50
51
26.01
45.90
100
50
75.10
62.49
100
100
100
100
100
100
100
100
100
100
100
100
100
100
39.62
100
98.91
97.91
100
100
100
100
100
100
100
100
FC
FC
FC
FC
FC
FC
EM
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
(1) The percentage interests correspond to the percentages held by GPA and Sendas.
(2) FIC finances purchases made by GPA and Sendas customers. This entity was created through a partnership between Banco Itaú Unibanco SA
(“Itaú Unibanco”), GPA and Sendas. It is accounted for by the equity method as GPA and Sendas exercise significant influence over its operating
and financial policies.
(3) 10.44% of the capital of Sendas was sold on 2 December 2022 (Notes 2 and 3.1.4).
(4) The percentage interests correspond to the percentages held by the Éxito sub-group.
(5) On 27 April 2015, Éxito signed a contractual agreement, initially with a two-year term, granting it more than 75% of the Disco voting rights
and exclusive control over the sub-group’s strategic decisions. On 29 December 2016, the agreement was extended until 30 June 2019 and
was rolled over automatically until 30 June 2021. A new agreement was signed in August 2021, giving Éxito 75% of the voting rights and
therefore control over the company (Note 3.1).
(6) The trust’s governance is specified in the agreement between the parties. Éxito is the majority partner and FIC has rights with respect to certain
Viva Malls business decisions concerning such matters as acquisitions and disposals in excess of a certain amount or the method of setting
budgets and business plan targets. The agreement also states that Éxito is the sole provider of property management, administrative and
marketing services for Viva Malls and that it is paid an arm’s length fee for these services. A review of the substance of FIC’s rights under the
agreement confirms that their effect is solely to protect FIC’s investment and that, consequently, Viva Malls is controlled by Éxito.
(7) Following measures taken at the end of 2019 to streamline the Group’s structure in Latin America, 96.52% of Éxito is now held by GPA.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 18 STANDARDS, AMENDMENTS AND INTERPRETATIONS
PUBLISHED BUT NOT YET MANDATORY
Standards, amendments and interpretations adopted by the European Union
at the reporting date but not yet mandatory
The IASB has published the following standards, amendments to existing standards and interpretations, adopted
by the European Union but not mandatory at 1 January 2022.
Standard
(Group application date)
Amendments to IAS 1 and the
Materiality Practice Statement
Disclosure of Accounting Policies
(1 January 2023)
Description of the standard
These amendments will be applicable on a prospective basis.
They are intended to help companies identify useful information to provide
to users of financial statements about accounting policies.
Amendment to IAS 8
These amendments will be applicable on a prospective basis.
Definition of Accounting Estimates
(1 January 2023)
They are intended to facilitate the distinction between accounting policies
and accounting estimates.
Amendment to IAS 12
Deferred Tax Related to Assets
and Liabilities Arising from
a Single Transaction
(1 January 2023)
In the new definition, accounting estimates are “monetary amounts
in financial statements that are subject to measurement uncertainty”.
These amendments will be applicable on a limited retrospective basis
as from the first comparative period presented.
They specify how entities should account for deferred taxes arising on
transactions such as leases and decommissioning obligations. In particular,
they clarify that the exemption from deferred tax recognition on the initial
recognition of assets and liabilities does not apply to such transactions.
These interpretations and amendments are not expected to have any material impact on the Group’s consolidated
financial statements.
180
Standards and interpretations not adopted by the European Union
at the reporting date
The IASB has published the following standards, amendments to standards and interpretations applicable to the Group,
which have not yet been adopted by the European Union:
Standard
(application date for the Group subject
to adoption by the EU)
Description of the standard
Amendments to IAS 1
These amendments will be applicable on a retrospective basis.
Classification of Liabilities as Current
or Non-current
They aim to clarify the classification of debt and other liabilities as current
or non-current.
(1 January 2024)
Amendments to IAS 1
These amendments will be applicable on a retrospective basis.
Non-current Liabilities with Covenants
(1 January 2024)
They specify that covenants to be met after the reporting period should
not affect the classification of a liability as current or non-current
at the reporting date.
However, entities are required to provide information on long-term debt
subject to covenants in the notes to the financial statements.
Amendments to IFRS 16
These amendments will be applicable on a retrospective basis.
Lease Liability in a Sale and Leaseback
(1 January 2024)
They provide clarification on the subsequent measurement of the lease
liability arising from sale and leaseback transactions, consisting of variable
lease payments that are not dependent on an index or rate. In particular,
the lessee-seller should calculate the lease payments so that no gain or loss
is recognised in respect of the right-of-use asset retained.
These interpretations and amendments are not expected to have any material impact on the Group’s consolidated
financial statements.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.7. PARENT COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.7.1. STATUTORY AUDITORS’ REPORT
ON THE FINANCIAL STATEMENTS
Year ended 31 December 2022
This is a translation into English of the Statutory Auditors’
report on the financial statements of the Company issued
in French and it is provided solely for the convenience
of English speaking users. This statutory auditors’ report
includes information required by European regulations and
French law, such as information about the appointment of
the statutory auditors or verification of the management
report and other documents provided to the shareholders.
This report should be read in conjunction with, and
construed in accordance with, French law and professional
auditing standards applicable in France.
To the Annual General Meeting of Casino, Guichard-Perrachon,
Our responsibilities under those standards are further
described in the “Statutory Auditors’ responsibilities for
the audit of the financial statements” section of this report.
Independence
We conducted our audit engagement in compliance with
independence requirements of the French Commercial
Code (Code de commerce) and the French Code of
Ethics (Code de déontologie) for Statutory Auditors, for
the period from January 1, 2022 to the date of our report,
and specifically we did not provide any prohibited services
referred to in Article 5(1) of Regulation (EU) No. 537/2014.
Opinion
Justifi cation of Assessments -
Key Audit Matters
In compliance with the engagement entrusted to us by the
Annual General Meeting, we have audited the accompanying
financial statements of Casino, Guichard-Perrachon for the
year ended 31 December 2022.
In our opinion, the financial statements give a true and
fair view of the assets and liabilities and of the financial
position of the Company as at 31 December 2022 and
of the results of its operations for the year then ended in
accordance with French accounting principles.
The audit opinion expressed above is consistent with our
report to the Audit Committee.
In accordance with the requirements of Articles L.823-9
and R.823-7 of the French Commercial Code (Code de
commerce) relating to the justification of our assessments,
we inform you of the key audit matters relating to risks of
material misstatement that, in our professional judgement,
were of most significance in our audit of the financial
statements of the current period, as well as how we
addressed those risks.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon. We do not provide a separate opinion on
specific items of the financial statements.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
182
Measurement of equity securities
Risk identified
Our response
See Notes “Significant accounting policies” and 6 “Long-term investments” to the financial statements
As at 31 December 2022, the net carrying amount
of investments in subsidiaries and associates is recorded
on the Company balance sheet for a total amount
of €15,147 million, i.e. approximately 88% of tot al assets.
Investments in subsidiaries and associates are impaired
when their value in use, estimated in accordance with
the methods described in the “Long-term investments”
paragraph of Note 2 “Significant accounting policies”
and in Note 6 “Long-term investments” to the financial
statements, is lower than their net carrying amount.
We considered that the valuation of investments
in subsidiaries and associates constitutes a key audit
matter due to:
§ the materiality of these assets in the balance sheet
of Casino, Guichard-Perrachon;
§ the Company’s use of estimates and assumptions
to determine the value in use;
§ the sensitivity of this valuation to certain assumptions.
We assessed the compliance of the methodology
implemented by the Company with the applicable
accounting standards.
We assessed the main estimates used by the Company
to determine the values in use by analyzing
as appropriate:
§ the documentation used to determine the value
in use of the shares;
§ the methods used to determine the estimated sale
price when a subsidiary or sub-group is being sold;
§ the assumptions underlying the value in use when
it is determined based on discounted future cash flows,
in particular:
- the consistency of cash flow projections with the
medium-term budgets and plans prepared under the
responsibility of the Board of Directors, as well as the
consistency of revenue and EBITDA forecasts with the
historical performance of the subsidiary or sub-group
concerned, in the economic context in which the subsidiary
or sub-group operates;
- the methods and parameters used to determine the
discount rates and perpetual growth rates applied to
estimated cash flows. With the assistance of our valuation
specialists, we recalculated the discount rates based on
the latest available market data and compared the results
with (i) the rates used by the Company and (ii) the rates
for several players operating in the same business sector
of the subsidiary or sub-group concerned;
- the sensitivity scenarios used by the Company, for which
we verified the arithmetical accuracy.
Finally, w e assessed the appropriateness of the disclosures
in the notes to the financial statements.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Compliance with bank ratios relating to the “RCF” syndicated corporate loan facility
Risk identified
Our response
See Note 13 “Loans and financial liabilities” to the financial statements
Certain bonds and bank financing requires the Company
to comply with “bank covenant” ratios, as mentioned
in Note 13 “Loans and financial liabilities” to the financial
statements.
Non-compliance with the bank covenants could result
in the immediate repayment of all or part of the
financing concerned, some of which is also subject
to cross-default clauses.
We considered compliance with bank ratios under
the “RCF” corporate syndicated loan facility to be a key
audit matter in view of the amount of the authorized
credit line, which is €2,051 million: Any non-compliance
with the bank ratios could have an impact on the
availability of this credit line and consequently, due
to the existence of cross-default clauses such as
described in the notes to the financial statements,
on the presentation of the payment schedule related
to this line in the notes, on the Company’s liquidity
position and, if relevant, on its ability to continue
as a going concern.
As part of our audit, we:
§ gained an understanding of the internal control
procedures relating to the monitoring the Company’s
liquidity and net financial debt, including the processes
for (i) establishing cash flow forecasts, (iii) monitoring
net financial debt and (iii) calculating ratios and
monitoring compliance with bank covenants;
§ analyzed the contractual bank documentation relating
to the “RCF” syndicated corporate loan facility;
§ reconciled the methods adopted to determine
the aggregates used to monitor the financial ratios
of the “RCF” corporate loan facility as implemented
by the Company: “secured gross debt”, “EBITDA”
and “cost of net financial debt”, with their contractual
definition;
§ assessed the assumptions held by the Company
to establish projections for the calculation of financial
ratios for the next quarterly milestones over the
forthcoming 12 months;
§ assessed the appropriateness of the disclosures
in the notes to the financial statements.
Specifi c verifi cations
W e have also performed, in accordance with professional
standards applicable in France, the specific verifications
required by laws and regulations.
Information given in the management
report and in the other documents provided
to shareholders with respect to the financial
position and the financial statements
We have no matters to report on the fair presentation
and consistency with the financial statements of the
information given in the management report of the Board
of Directors and in the other documents with respect to
the financial position and the financial statements provided
to shareholders.
We attest the fair presentation and consistency with the
financial statements of the information relating to payment
deadlines mentioned in Article D. 441-6 of the French
Commercial Code (Code de commerce).
Concerning the information given in accordance with the
requirements of Article L.22-10-9 of the French Commercial
Code (Code de commerce) relating to remunerations and
benefits received by or awarded to the directors and any
other commitments made in their favour, we have verified
the consistency with the financial statements, or with the
underlying information used to prepare these financial
statements and, where applicable, with the information
obtained by your Company from controlled companies
included in the scope of consolidation. Based on these
procedures, we attest the accuracy and fair presentation
of this information.
With respect to the information relating to items that
your Company considered likely to have an impact in the
event of a public takeover bid or exchange offer, provided
pursuant to Article L.22-10-11 of the French Commercial
Code (Code de commerce), we have agreed this information
to the source documents communicated to us. Based on
these procedures, we have no observations to make on
this information.
Other information
Report on corporate governance
We attest that the Board of Directors’ report on corporate
governance sets out the information required by Articles
L.225-37-4, L. 22-10-10 and L.22-10-9 of the French
Commercial Code (Code de commerce).
In accordance with French law, we have verified that
the required information concerning the purchase of
investments and controlling interests and the identity of
the shareholders and holders of the voting rights has been
properly disclosed in the management report.
184
Other information or verifi cations
required by legal and regulatory texts
Format of presentation of the financial
statements intended to be included
in the annual fi nancial report
We have also verified, in accordance with the professional
standard applicable in France relating to the procedures
performed by statutory auditors regarding the annual
and consolidated financial statements presented in the
European single electronic format, that the preparation
of the financial statements intended to be included
in the annual financial report mentioned in Article
L. 451 1 2, I of the French Monetary and Financial Code
(Code monétaire et financier), prepared under the
responsibility of the Chairman and Chief Executive Officer,
complies with the single electronic format defined in
European Delegated Regulation (EU) No. 2019/815 of
December 17, 2018.
Based on the work we have performed, we conclude that
the presentation of the financial statements intended to
be included in the annual financial report complies, in
all material respects, with the European single electronic
format.
We have no responsibility to verify that the financial
statements that will ultimately be included by your
company in the annual financial report filed with the AMF
are in agreement with those on which we have performed
our work.
Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Casino,
Guichard-Perrachon by the Annual gen eral meetings
held on 29 April 2010 for De loitte & Associés and on
10 May 2022 for KPMG S.A.
As at 31 December 2022, Deloitte & Associés was in its
thirteenth year of uninterrupted engagement and KPMG
S.A. in its first year.
R esponsibilities of Management
and Those Charged with Governance
for the Financial Statements
Management is responsible for the preparation and fair
presentation of the financial statements in accordance
with French accounting principles, and for such internal
control as management determines is necessary to enable
the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless it is expected to liquidate the Company
or to cease operations.
The Audit Committee is responsible for monitoring the
financial reporting process and the effectiveness of
internal control and risk management systems and, where
applicable, its internal audit, regarding the accounting and
financial reporting procedures.
The financial statements were approved by the Board of
Directors.
Statutory Auditors’ Responsibilities for
the Audit of the Financial Statements
Objectives and audit approach
Our role is to issue a report on the financial statements. Our
objective is to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in
accordance with professional standards will always detect
a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users
taken on the basis of these financial statements.
As specified in Article L. 823-10-1 of the French Commercial
Code (Code de commerce), our statutory audit does not
include assurance on the viability of the Company or the
quality of management of the affairs of the Company.
As part of an audit conducted in accordance with
professional standards applicable in France, the statutory
auditor exercises professional judgement throughout the
audit and furthermore:
● identifies and assesses the risks of material misstatement
of the financial statements, whether due to fraud or error,
designs and performs audit procedures responsive to those
risks, and obtains audit evidence considered to be sufficient
and appropriate to provide a basis for his opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
● obtains an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness
of the internal control;
● evaluates the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management in the
financial statements;
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
● assesses the appropriateness of management’s use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going
concern. This assessment is based on the audit evidence
obtained up to the date of his audit report. However, future
events or conditions may cause the Company to cease
to continue as a going concern. If the statutory auditor
concludes that a material uncertainty exists, there is a
requirement to draw attention in the audit report to the
related disclosures in the financial statements or, if such
disclosures are not provided or inadequate, to modify the
opinion expressed therein;
● evaluates the overall presentation of the financial statements
and assesses whether these statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
Report to the Audit Committee
We submit to the Audit Committee a report which includes
in particular a description of the scope of the audit and
the audit programme implemented, as well as the results
of our audit. We also report, if any, significant deficiencies
in internal control regarding the accounting and financial
reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of
material misstatement that, in our professional judgement,
were of most significance in the audit of the financial
statements of the current period and which are therefore
the key audit matters that we are required to describe in
this report.
We also provide the Audit Committee with the declaration
provided for in Article 6 of Regulation (EU) No. 537/2014,
confirming our independence within the meaning of
the rules applicable in France as set out in particular in
Articles L. 822-10 to L. 822-14 of the French Commercial
Code (Code de commerce) and in the French Code of
Ethics (Code de déontologie) for Statutory Auditors.
Where appropriate, we discuss with the Audit Committee
the risks that may reasonably be thought to bear on our
independence, and the related safeguards.
Paris-La Défense, 20 March 2023
The Statutory Auditors
Deloitte & Associés
KPMG S.A.
Stéphane Rimbeuf
Patrice Choquet
Éric Ropert
Rémi Vinit-Dunand
186
2.7.2. PARENT COMPANY FINANCIAL STATEMENTS
Income statement
(€ millions)
Operating income
Operating expenses
Operating profi t
Net financial income (expense)
Recurring profi t (loss) before tax
Net non-recurring income (expense)
Income tax benefit
NET PROFIT (LOSS)
Notes
2022
1
1
2
3
4
143
(128)
14
(89)
(75)
(65)
78
(62)
2021
154
(138)
17
(710)
(694)
(51)
70
(675)
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Statement of fi nancial position
Assets
(€ millions)
Intangible assets
Amortisation and impairment
Property and equipment
Depreciation and impairment
Long-term investments(a)
Impairment
Total non-current assets
Trade and other receivables
Marketable securities
Cash
Total current assets
Prepayments and other assets(b)
TOTAL ASSETS
(a) o/w loans due within one year
(b) o/w due in more than one year
Equity and liabilities
(€ millions)
Equity
Quasi-equity
Provisions
Loans and other borrowings
Trade payables
Tax and employee benefits payable
Casino Finance current account
Other liabilities
Total liabilities(a)
Deferred income and other liabilities(a)
TOTAL EQUITY AND LIABILITIES
(a) o/w: due within one year
due in one to five years
due in more than five years
188
Notes
2022
2021
5
5
6
7
8
8
9
Notes
10
11
12
13
13
14
15
9
(4)
5
46
(36)
10
20,089
(3,726)
16,364
16,378
762
2
37
803
10
8
(3)
5
45
(32)
13
20,242
(3,477)
16,766
16,784
444
14
486
944
21
17,190
17,748
25
3
2022
7,749
1,350
32
4,646
34
14
3,340
24
8,059
2
21
10
2021
7,812
1,350
20
5,468
31
12
3,020
31
8,563
2
17,190
17,748
3,660
4,400
-
3,897
4,144
525
Statement of cash fl ows
(€ millions)
Net profit (loss)
Elimination of non-cash items
§ Depreciation, amortisation and provisions (other than on current assets)
§ (Gains) losses on disposals of non-current assets
§ Other non-cash items
Cash from operating activities before change in working capital
Change in working capital – operating activities(*)
Net cash from (used in) operating activities (A)
Purchases of non-current assets
Proceeds from disposals of non-current assets
Proceeds from capital reductions by subsidiaries
Change in loans and advances granted
Net cash from (used in) investing activities (B)
Dividends paid to shareholders
Share buybacks
Proceeds from new borrowings
Repayments of borrowings
Net cash used in fi nancing activities (C)
CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C)
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year (Note 8)
o/w:
Casino Finance current account
Cash and cash equivalents in the statement of financial position
Bank overdrafts
(*) Change in working capital.
Change in working capital
(€ millions)
Trade payables
Trade receivables (Note 7)
Current accounts (Note 8)
Other operating payables
Other operating receivables
CHANGE IN WORKING CAPITAL
2022
(62)
271
2
(18)
193
(321)
(128)
(1)
146
-
(2)
143
-
-
-
(547)
(547)
(532)
(2,828)
(3,360)
(3,340)
39
(59)
2022
3
(11)
(320)
(5)
12
(321)
2021
(675)
678
250
6
259
94
353
(24)
(4)
-
-
(28)
-
-
1,951
(2,453)
(502)
(177)
(2,650)
(2,828)
(3,020)
500
(308)
2021
13
(2)
210
(88)
(17)
94
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
Casino, Guichard-Perrachon is a French société anonyme,
listed in compartment A of Euronext Paris. The Company
will hereinafter be referred to as “Casino” or “the Company”.
The Company and its subsidiaries will hereinafter be
referred to as “the Group” or “Casino Group”. The Company’s
registered office is at 1, Cours Antoine Guichard, 42008
Saint-Étienne, France.
1. Signifi cant events of the year
Impact of the conflict in Ukraine and of the
economic crisis on the financial statements
The geopolitical situation in Eastern Europe worsened on
24 February 2022 following Russia’s invasion of Ukraine.
The Group does not operate in Ukraine, Russia or Belarus
and does not own any assets or equity interests in these
countries, nor does it operate any franchise agreements. The
Group is not significantly affected by the trade restrictions
and sanctions that certain governments have imposed on
Russia. However, the conflict continues to weigh heavily on
the global economy and capital markets, and is exacerbating
an already difficult macro-economic climate defined by
accelerating inflation and disruptions to global supply
chains. For example, export/import controls and economic
sanctions against Russia may adversely affect the Group’s
operations, supply chains, business partners or customers.
Similarly, indirect effects in the form of higher inflation and
fluctuating energy and commodity prices lead to higher
freight costs and higher purchasing costs for some products.
All of these factors may compromise the Group’s ability to
supply certain products and lead to changes in customer
purchasing behaviour and in cost structures (including
inventory, freight costs and payroll). This in turn could have
an adverse impact on our earnings, financial position and
cash flows. Casino Group did not experience any significant
supply issues during the year, despite a few localised and
temporary shortages. However, in a tight supply chain
environment, the Group stands ready to ensure regular
supplies, for example by increasing emergency inventories
in certain at-risk product categories, in order to improve the
availability of products at favourable purchasing conditions.
The Group does not operate in the conflict zones but
continues to monitor the impacts of the war and the ways
in which it is indirectly exposed.
Completion of the sale of FLOA
to BNP Paribas
On 31 January 2022, Casino Group and Crédit Mutuel
Alliance Fédérale completed the sale of Floa to BNP
Paribas. The sale price (excluding expenses) amounted to
€200 million, of which €192 million has been collected
net of expenses, breaking down as (i) €150 million relating
to the disposal of shares representing 50% of FLOA’s capital
and (ii) €50 million relating to the sale of technology assets
of the “Floa Pay” split payment solution and to the renewal
of commercial agreements between Cdiscount, the Casino
banners and FLOA (Cdiscount continues to operate its split
payment solution via card through Floa and BNP Paribas).
Casino Group will also remain invested in the successful
development of the “Floa Pay” business through a 30%
stake in future value created (by 2025). No gains were
recognised in this respect in the financial statements at
31 December 2022.
The impact of this transaction on the Company’s financial
statements represents a cash inflow of €146 million, net
of expenses, and a non-material disposal loss.
Disposal of the entire stake in Mercialys’
share capital
On 21 February 2022, the Group sold 6.5% of Mercialys’
share capital through a total return swap (TRS), leading to
the immediate collection of €59 million. All of the shares
under the TRS were sold during the year, resulting in a
net cash inflow of €52 million under this instrument at
Group level.
On 4 April 2022, the Group sold its remaining 10.3% stake
in Mercialys under a new TRS maturing in December 2022,
which led to the immediate collection of €86 million at
Group level. This TRS was settled in full in the second half
of the year, with no material impact on the Company’s
income statement.
Casino Group no longer holds any voting rights or equity
interest in Mercialys as of 31 December 2022.
190
Sale of GreenYellow
On 18 October 2022, Casino Group sold to Ardian a majority
stake in GreenYellow, the Group’s energy subsidiary, based
on an enterprise value of €1.4 billion and an equity value
of €1.1 billion. At end-December, Casino Group continued
to have a stake in the company’s value creation through
a residual holding of 11.8%, representing a consolidated
carrying amount of €147 million.
This transaction had no direct impact on the Company’s
income statement other than in terms of the related costs
(see Note 3).
The distribution of Grupo Éxito shares to GPA shareholders
in the form of Brazilian Depository Receipts (BDR) and
American Depository Receipts (ADR) is expected to take
place in the first half of 2023, after the end of the creditors'
objection period and following completion of the registration
and listing of the BDR and ADR programmes. As this is an
internal transaction (no change in Casino's control over
the Éxito sub-group), it did not have a material accounting
impact on the Group's financial statements at 31 December
2022, with the exception of the costs incurred in connection
with the transaction, recorded under “Other operating
expenses”, and the tax impact.
Sale of a stake in Assaí
In order to accelerate its deleveraging, on 26 October 2022
Casino Group announced that it was studying the possibility
of selling part of its interest in Assaí (Sendas). This project
came to fruition on 29 November 2022 in the form of a
secondary offering. Under the offering, 140.8 million Assaí
shares held by the Group (including 2.0 million shares in
the form of ADSs, with each ADS comprising 5 Assaí shares),
or 10.44% of Assaí’s share capital, were allocated at a price
of BRL 19.00 per share (USD 17.90 per ADS). The total
amount of the offering was therefore BRL 2,675 million,
or €491 million. Settlement and delivery of the shares
sold took place on 2 December, reducing the Group's
stake in Assaí to 30.5%. This transaction had no material
accounting impact on the Company’s financial statements
at 31 December 2022.
Disposal plan for non-strategic assets
In mid-2018, the Group initiated a plan to dispose of certain
non-strategic assets, under which a total of €3.2 billion in
assets had been sold at 31 December 2021. The Group
pressed ahead with this plan in 2022, involving mainly
the sale of its residual interest in Mercialys and the sale of
GreenYellow. The Group has now sold a total of €4.1 billion
in non-strategic assets out of the announced €4.5 billion
disposal plan.
Legal reorganisation of Casino Group
in France
On 15 June 2022, the Group announced that it planned
to simplify and increase the clarity of its legal organisation
in France by placing all of its French food retail subsidiaries
(mainly Franprix, Monoprix, Distribution Casino France,
Easydis and AMC) under a common holding company
wholly owned by Casino, Guichard-Perrachon. The holding
company, CGP Distribution France, was incorporated in the
second half of 2022. The employee representative bodies of
the subsidiaries concerned were informed and consulted in
accordance with the law, and the entities in the Monoprix
scope are now owned by CGP Distribution France. The final
phase of this reorganisation, consisting primarily of the
contribution of Distribution Casino France’s operations, is
expected to take place in the first half of 2023.
The reorganisation had no material accounting impact on
the Company’s financial statements at 31 December 2022.
Distribution by GPA of 83% of the capital
of Grupo Éxito to its shareholders
On 5 September 2022, the Board of Directors of GPA, a
Casino Group subsidiary, announced that it was considering
distributing approximately 83% of Grupo Éxito’s capital to
its shareholders and retaining a minority stake of around
13% which could be sold at a later date. Casino's Board
of Directors’ meeting held on the same date approved
the principle of the GPA and Grupo Éxito spin-off in order
to realise maximum capital gains on Grupo Éxito. At the
Extraordinary General Meeting held on 14 February 2023,
GPA’s capital reduction of BRL 7.1 billion was approved by
delivering 1.08 billion Éxito shares to GPA shareholders, i.e.,
four Éxito shares for each GPA share held.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2. Signifi cant accounting policies
General information
The main depreciation periods (useful lives) are as follows:
The parent company financial statements have been
prepared in accordance with Regulation No. 2014-03 issued
by the French accounting standards setter (Autorité des
normes comptables – ANC) on French generally accepted
accounting principles, as amended by its subsequent
regulations, including ANC Regulation No. 2018-01 of
20 April 2018.
Asset category
Buildings
Fixtures, fittings and
refurbishments
Machinery and equipment
Depreciation
period
50 years
5 to 25 years
5 to 10 years
The accounting policies applied are consistent with those
used for the previous year.
The depreciable amount is the cost of property and
equipment less residual value (nil).
The 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 shown may
not correspond exactly to the sum of the reported amounts.
Property and equipment acquired through mergers or
asset transfers are depreciated over the period remaining
following the depreciation applied by the company that
originally held the assets concerned.
Use of estimates and judgements
The preparation of financial statements requires
management to make judgements, estimates and
assumptions that may affect the reported amounts of
assets and liabilities and income and expenses, as well
as the disclosures made in certain notes to the 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 judgements, estimates and assumptions are based on
the information available when the financial statements
are drawn up and mainly concern the measurement of
investments in subsidiaries and associates (Note 6).
Intangible assets
Intangible assets are measured at cost or transfer value and
primarily correspond to goodwill and software.
Where appropriate, an impairment loss is recognised to
bring the carrying amount down to fair value, determined
mainly on the basis of profitability criteria.
Software is amortised over a period of five years.
Property and equipment
Property and equipment are recognised at their cost or
transfer value in the statement of financial position.
Depreciation is calculated using the straight-line or
reducing-balance method, depending on the asset’s
specific characteristics. Differences between straight-line
depreciation and reducing-balance depreciation charged
for tax purposes are recorded in provisions for accelerated
depreciation.
Long-term investments
Investments in subsidiaries and associates are recognised
at their cost or transfer value.
They are tested for impairment at each period end to
verify that their carrying amount is not greater than their
value in use.
Value in use is estimated based on several criteria including
the investee’s equity and its adjusted net asset value as
estimated by the discounted cash flows method or based
on observable inputs, when available (share price, expected
sale price in the case of subsidiaries held for sale), or based
on analyses performed by internal or external experts. Further
information is provided in Note 6.
If an investment’s value in use is less than its carrying amount,
an impairment loss is recognised for the difference (with
the exception of treasury shares recorded under long-term
investments and held for cancellation).
Additions to and reversals of impairment of investments
in subsidiaries and associates are recognised in financial
income and expense. Exceptionally, where impaired
investments are sold during the period, any reversals of
impairment on those shares are recognised in non-recurring
items in order to present the disposal gain or loss net of
reversals.
A similar method of determining fair value is also used
where appropriate for other long-term investments.
Investment acquisition costs are capitalised and amortised
for tax purposes over five years using the accelerated method.
Company accounting policy consists of recognising technical
deficits arising from merger transactions on a line-by-line
basis in non-current assets. In practice, all such deficits are
recognised in long-term investments due to the Company’s
activity as a holding company.
192
Marketable securities
Marketable securities are recognised at cost in the statement
of financial position.
Where appropriate, an impairment loss is recorded when
probable realisable value is lower than cost.
In the case of treasury shares, when the average share
price for the last month of the year falls below the carrying
amount, an impairment loss is recognised for the difference.
Impairment losses on other categories of investment
securities are determined by comparing cost and the average
share price of the investee for the last month of the year.
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 share grants 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 provision is recognised if the Company has not yet
decided at the reporting date whether to settle the plans
in new or existing shares.
Other provisions concern specifically identified liabilities
and expenses.
Receivables
Receivables are stated at nominal value. Provisions are
booked to cover any default risks.
Foreign currency translation adjustments
Liabilities and receivables denominated in foreign currencies
are translated into euros at the closing rate. Gains or losses
arising on translation are recorded in the statement of
financial position as unrealised foreign currency exchange
gains and losses within liabilities and assets, respectively.
A provision is recorded for unrealised foreign currency
exchange losses for the amount of the unhedged risk.
Provisions
The Company records a provision when it has an obligation
toward a third party, 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.
The Company grants its managers and other employees
retirement bonuses determined on the basis of their
length of service.
The projected benefit obligation representing the full
amount of the employee’s vested entitlements is recognised
as a provision in the statement of financial position. The
amount of the provision is determined using the projected
unit credit method taking into account social security
contributions.
Actuarial gains and losses on retirement benefit obligations
are recognised in the income statement using the
corridor method. Under this method, the portion of the
net cumulative actuarial gain or loss that exceeds 10% of
the greater of the defined benefit obligation and the fair
value of the plan assets is recognised in earnings over the
expected average remaining working lives of the employees
participating in the defined benefit plan.
The Company has also set up stock option and share grant
plans for executives and employees.
A liability is recognised when it is probable that the Company
will grant existing shares to plan beneficiaries based on the
probable outflow of resources. The outflow of resources is
measured on the basis of the probable cost of purchasing
Financial instruments
■ Hedging instruments
Hedge accounting principles are applied whenever a
hedging relationship is identified by management. Hedging
documentation is then duly prepared in respect of that
relationship. Gains and losses on financial instruments used
by Casino to hedge and manage its exposure to currency and
interest rate risks are recognised in the income statement,
symmetrically with gains and losses on the item hedged.
The nominal amounts of forward contracts are included in
off-balance sheet commitments.
At 31 December 2022, Casino did not have any instruments
qualifying for hedge accounting.
■ Isolated open positions
Isolated open positions are all transactions that do
not qualify for hedge accounting. Gains and losses on
transactions that have been unwound are taken to the
income statement. Unrealised gains are recognised in the
statement of financial position but not in income. Unrealised
losses are recognised in the statement of financial position
and a provision is booked in this respect.
At 31 December 2022, Casino had no derivatives that did
not qualify for hedge accounting (i.e., no isolated open
positions).
Net non-recurring income (expense)
Net non-recurring income (expense) results from events or
transactions that do not correspond to Casino, Guichard-
Perrachon’s ordinary activities as a holding company in
view of their nature, frequency or materiality.
Income tax
Casino, Guichard-Perrachon is head of a tax group that
includes most of its subsidiaries in France. At 31 December
2022, the tax group consisted of 476 companies.
Subsidiaries in the tax group pay the portion of the tax
group’s income tax liability corresponding to the income
tax that they would have paid had they been taxable on a
stand-alone basis. The Company recognises the additional
income tax benefit or expense resulting from the difference
between the tax payable by the subsidiaries in the tax group
and the tax resulting from the calculation of consolidated
profit (loss).
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193
CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.7.3. NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
Detailed summary of notes to the parent company fi nancial statements
Note 1 Operating profi t .....................................................195
Note 13 Loans and other borrowings ........................204
Note 2 Net fi nancial income (expense) ..................196
Note 14 Other liabilities ..................................................... 208
Note 3 Net non-recurring income (expense) ...... 197
Note 15 Deferred income
Note 4 Income tax benefi t .............................................. 197
Note 5 Intangible assets and property
and equipment ......................................................198
Note 6 Long-term investments ....................................199
Note 7 Trade and other receivables ........................ 200
Note 8 Casino Finance current account
and other liabilities ............................................ 208
Note 16 Transactions and balances
with related companies ................................. 208
Note 17 Off-balance sheet commitments ............ 209
Note 18 Currency risk .......................................................... 209
Note 19 Equity risk ..................................................................210
and net cash and cash equivalents ..........201
Note 20 Gross compensation and benefi ts
Note 9 Prepayments and other assets ...................202
Note 10 Equity ...........................................................................202
Note 11 Quasi-equity ............................................................203
Note 12 Provisions ..................................................................203
of Directors and offi cers ..................................210
Note 21 Consolidation ...........................................................210
Note 22 Subsequent events .............................................210
194
NOTE 1 OPERATING PROFIT
Breakdown
(€ millions)
Revenue from services
Other income
Reversals of provisions and impairment losses
Operating income
Other purchases and external expenses
Taxes and duties
Employee benefits expense
Depreciation, amortisation, impairment and provisions:
§ non-current assets
§ current assets
§ liabilities and expenses
Other expenses
Operating expenses
OPERATING PROFIT
Revenue from services
(€ millions)
Seconded employees
Banner royalties
Other services
REVENUE FROM SERVICES
2022
136
4
3
143
(98)
(3)
(21)
(3)
(2)
-
(1)
(128)
14
2021
141
12
1
154
(110)
(3)
(19)
(3)
-
(1)
(2)
(138)
17
2022
2021
13
35
88
136
11
35
95
141
The Company’s net sales mainly correspond to royalties received from subsidiaries for the use of trademarks and banners
owned by the Company, as well as services billed to subsidiaries.
In 2022, Casino, Guichard-Perrachon generated 85% of its net sales with companies based in France, versus 87% in 2021.
Average number of employees
(Number of employees)
Managers
Supervisors
Other employees
TOTAL
2022
2021
11
-
-
11
10
-
-
10
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 2 NET FINANCIAL INCOME (EXPENSE)
(€ millions)
Dividends:
§ Monoprix
§ Segisor
§ Casino Finance
§ Geimex
§ Other
Total
Other financial income(1)
Reversals of provisions and impairment losses(2)
Net gains on disposals of marketable securities
Financial income
Financial expenses:
§ Interest on bonds
§ Interest on deeply-subordinated perpetual bonds
§ Interest on Term Loan B
§ Other financial expenses(1)
§ Amortisation and impairment(2)
§ Net losses on disposals of marketable securities
Financial expenses
NET FINANCIAL INCOME (EXPENSE)
2022
2021
200
240
-
9
3
452
82
-
1
535
(121)
(46)
(62)
(126)
(268)
(1)
(624)
(89)
464
-
101
14
2
581
91
35
-
708
(128)
(36)
(50)
(132)
(1,072)
-
(1,418)
(710)
(1) In 2022, other financial income and other financial expenses mainly included interest income and expenses on current accounts and loans,
and foreign currency gains and losses.
In 2021, they mainly included interest income and expenses on current accounts and loans, income and expenses on bond exchanges, and
foreign currency gains and losses.
(2) The main movements in amortisation and impairment in 2022 were as follows:
- amortisation of bond redemption premiums for €8 million;
- impairment losses on Casino Finance and Geimex shares, amounting to €182 million and €69 million respectively (Note 6).
The main movements in amortisation and impairment in 2021 were as follows:
- amortisation of bond redemption premiums for €18 million;
- impairment losses on Distribution Casino France shares, amounting to €1,042 million.
196
NOTE 3 NET NON-RECURRING INCOME (EXPENSE)
(€ millions)
2022
2021
Gains (losses) on disposals of intangible assets and property and equipment
Gains (losses) on disposals of investments in subsidiaries and associates(1)
Gains (losses) on disposals of assets
Additions to provisions
Reversals of provisions(1)
Other non-recurring expenses
Other non-recurring income
NET NON-RECURRING INCOME (EXPENSE)
-
(2)
(2)
(15)
4
(69)
18
(65)
-
3
3
(1)
93
(156)
10
(51)
(1) On disposal of investments in subsidiaries and associates, any reversals of provisions are presented under “Gains (losses) on disposals of
investments in subsidiaries and associates”.
The net non-recurring expense recorded in 2022 mainly
comprised:
The net non-recurring expense recorded in 2021 mainly
comprised:
● costs related to the Group’s ongoing asset disposal plan for
€25 million, mainly related to the disposal of GreenYellow
(see “Significant events of the year”);
● costs relating to the Group’s ongoing refinancing operations
for €24 million (of which €21 million related to Term
Loan B);
● costs relating to litigation and measures to defend the
● costs relating to litigation and measures to defend the
Group’s interests for €22 million;
Group’s interests for €9 million;
● restructuring costs for €12 million;
● restructuring costs for €11 million;
● costs related to the Group’s development and strategic
operations for €11 million.
● the sale of Casino Restauration shares with a non-material
net effect (the reversal of a provision of €90 million (see
Note 12) offsetting the write-off of receivables).
NOTE 4 INCOME TAX BENEFIT
(€ millions)
Recurring profit (loss)
Net non-recurring income (expense)
Profi t (loss) before tax
Income tax benefit arising from the tax group
Income tax benefi t
NET PROFIT (LOSS)
2022
(75)
(65)
(140)
78
78
(62)
2021
(694)
(51)
(745)
70
70
(675)
Casino, Guichard-Perrachon is the head of the French tax
group.
Income tax benefit corresponds to the tax saving that results
from setting off the tax losses of Casino, Guichard-Perrachon
and its loss-making subsidiaries against the taxable profits
of the other companies in the tax group.
The tax group reported a net loss in 2022. Taking into
account the prepayments made during the year and the
use of tax credits available to the tax group, the Company
had no tax liability at 31 December 2022.
The tax group had €2,083 million of tax loss carryforwards
at 31 December 2022.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 5 INTANGIBLE ASSETS AND PROPERTY AND EQUIPMENT
Breakdown
(€ millions)
Goodwill
Other intangible assets
Amortisation and impairment
Intangible assets
Buildings, fixtures and fittings
Depreciation and impairment
Other property and equipment
Depreciation and impairment
Property and equipment
TOTAL INTANGIBLE ASSETS AND PROPERTY AND EQUIPMENT
Movements for the year
(€ millions)
At 1 January 2021
Increases
Decreases
At 31 December 2021
Increases
Decreases
AT 31 DECEMBER 2022
2022
2021
4
4
(4)
5
1
1
-
45
(36)
9
10
15
Amortisation,
depreciation and
impairment
Cost
55
1
(2)
54
2
-
55
(34)
(3)
2
(36)
(5)
-
(40)
4
4
(3)
5
1
-
1
44
(32)
12
13
18
Net
21
(2)
-
18
(3)
-
15
198
NOTE 6 LONG-TERM INVESTMENTS
Breakdown
(€ millions)
Investments in subsidiaries and associates
Impairment(1)
Loans
Other long-term investments(*)
Impairment(1)
2022
18,854
(3,707)
15,147
1,192
44
(19)
25
2021
19,009
(3,458)
15,550
1,188
45
(19)
27
LONG-TERM INVESTMENTS
16,364
16,766
(*) O/w technical merger deficits amounting to €29 million.
(1) In accordance with the accounting policies described in the introductory section of the notes to the financial statements, the Company
estimated the value in use of its long-term investments at 31 December 2022. The estimates took into account the organisation of direct
control over the various operating subsidiaries or indirect control through the Casino Participations France and Tevir (France) and Segisor
(international) holding companies.
Where the subsidiaries’ adjusted net asset value was estimated using the discounted cash flows method, the projected after-tax cash flows
were determined using the rates shown below.
Assumptions used in 2022 and 2021 for internal calculations of values in use
Region
France (retail)
France (other)(3)
Argentina – Libertad(4)
Brazil – GPA(3)
Brazil – Sendas(3)
Colombia – Éxito(3)
Uruguay
2022 perpetual
growth rate(1)
2022 after-tax
discount rate(2)
2021 perpetual
growth rate(1)
2021 after-tax
discount rate(2)
2.0%
2.0%
-
5.4%
5.4%
3.7%
5.4%
6.1%
1.4%
5.5%
6.1% and 8.6%
1.4% and 1.9%
5.5% and 7.5%
-
11.0%
12.2%
7.4%
9.2%
4.0%
4.6%
6.6%
3.0%
5.8%
11.6%
10.0%
10.4%
7.4%
8.6%
(1) In 2022, the inflation-adjusted perpetual growth rate was nil (2021: between 0% and 1.5% depending on the nature of the CGU's business/
banner and country).
(2) The discount rate corresponds to the weighted average cost of capital (WACC) for each country. WACC is calculated at least once a year during
the annual impairment testing exercise by taking account of the sector's levered beta, a market risk premium and the Group's cost of debt
for France and the local cost of debt for subsidiaries outside France.
(3) At 31 December 2022, the market capitalisation of the listed subsidiaries was as follows: GPA €791 million, Sendas €4,659 million, Éxito
€853 million and Cnova €1,067 million. With the exception of Cnova and Sendas, these market capitalisations were less than the carrying
amount of the subsidiaries’ net assets.
(4) For Argentina, the recoverable amount was determined using the adjusted net asset value method.
● for the international businesses, the cumulative impact of
the above three changes in calculation inputs would be
an additional non-material impairment loss recognised
against Tevir shares.
A list of the Company’s subsidiaries and associates is
provided at the end of these notes.
The Company performed impairment tests on each of its
investments by comparing their net carrying amount to their
value in use (see below). These tests led to the recognition
of an additional €255 million in impairment losses against
investments in subsidiaries and associates.
Changes impacting the calculation inputs, such as (i) a
100-basis point increase in the discount rate, (ii) a 25-basis
point decrease in the perpetual growth rate used to
calculate terminal value or (iii) a 50-basis point decrease
in the EBITDA margin for cash flow projections used to
calculate terminal value could lead to the recognition of
additional impairment losses on investments in subsidiaries
and associates, as follows:
● for the French businesses, the cumulative impact of the
above three changes in calculation inputs would be
additional impairment losses of €1,243 million, relating
to Distribution Casino France and Geimex shares;
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Movements for the year
(€ millions)
At 1 January 2021
Increases
Decreases
At 31 December 2021
Increases
Decreases
Cost
20,462
27
(247)
20,242
4
(157)
Amortisation
and impairment
(2,666)
(1,052)
242
(3,477)
(255)
6
Net
17,795
(1,025)
(5)
16,766
(251)
(151)
AT 31 DECEMBER 2022
20,089
(3,726)
16,364
The overall decrease in the cost of long-term investments
in 2022 mainly corresponds to the sale of Floa shares, for
€154 million (see “Significant events of the year”).
The overall decrease in the cost of long-term investments in
2021 was essentially due to the sale of Casino Restauration
shares, for €235 million.
Changes in impairment losses recognised against long-term
investments in 2022 mainly reflect:
Changes in impairment losses recognised against long-term
investments in 2021 mainly reflect:
● the recognition of impairment losses against Casino
Finance shares in an amount of €182 million;
● the recognition of impairment losses against Distribution
Casino France shares in an amount of €1,042 million;
● the recognition of impairment losses against Geimex
● the reversal of impairment losses recognised against
shares in an amount of €69 million.
Casino Restauration shares for €235 million.
NOTE 7 TRADE AND OTHER RECEIVABLES
(€ millions)
Trade receivables
Other operating receivables
Other receivables
Related companies
TRADE AND OTHER RECEIVABLES
2022
2021
49
14
178
521
713
762
38
12
190
204
406
444
Other receivables consist mainly of tax credits received
in respect of philanthropic spending, for €170 million
(31 December 2021: €181 million).
All of the Company’s trade and other receivables are
due within one year except for tax credits in the amount
of €171 million at end-2022 (31 December 2021:
€181 million), which have maturities ranging from two
to five years.
200
NOTE 8 CASINO FINANCE CURRENT ACCOUNT AND NET CASH
AND CASH EQUIVALENTS
(€ millions)
Casino Finance current account (Note 13)
Treasury shares
Mutual fund units (FCP and SICAV)
Marketable securities
Cash
Bank overdrafts
Negotiable euro commercial paper “NEU CP”(*)
Bank credit facilities
NET CASH AND CASH EQUIVALENTS
(*) Negotiable commercial paper due within one year.
2022
(3,340)
2021
(3,020)
2
-
2
37
-
(59)
(59)
14
-
14
486
-
(308)
(308)
(3,360)
(2,828)
Wholly-owned subsidiary Casino Finance is the cash pooling
entity for the Group’s French companies. The current
account with respect to this subsidiary pays interest at
Ester plus a spread.
Cash mainly comprises the funds in segregated accounts
in connection with the Group’s November 2019 financing
plan, amounting to €36 million at 31 December 2022
(31 December 2021: €484 million).
Treasury shares
NUMBER OF SHARES HELD
At 1 January
Shares purchased
Shares sold
AT 31 DECEMBER
VALUE OF SHARES HELD (€ MILLIONS)
At 1 January
Shares purchased
Shares sold
AT 31 DECEMBER
Average purchase price per share (€)
% of share capital
Share in equity (€ millions)
2022
2021
409,009
2,244,915
641,456
2,061,374
(2,586,462)
(2,293,821)
67,462
409,009
14
34
(46)
2
33.93
0.06
5
22
53
(61)
14
33.95
0.38
29
The Group has a liquidity agreement with Rothschild Martin
Maurel in accordance with AMF decision 2021-01 dated
22 June 2021, for a total of €15 million. At 31 December
2022 and 2021, no Casino, Guichard-Perrachon SA shares
were held in the liquidity account.
At end-December 2022, the Company held 67,462 ordinary
shares with a par value of €1.53 each.
These shares are intended to cover free share plans for Group
employees. A provision of €2 million was recognised at
31 December 2022. These shares had a market value of
€1 million at 31 December 2022.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 9 PREPAYMENTS AND OTHER ASSETS
(€ millions)
Bond issue premiums
Prepaid expenses
Unrealised exchange losses
PREPAYMENTS AND OTHER ASSETS
2022
2021
9
1
-
10
17
3
-
21
Bond issue premiums are amortised on a straight-line basis over the life of the bonds.
The change in this item in 2022 reflects the amortisation charge for the year for €8 million (see Note 2).
NOTE 10 EQUITY
Breakdown
(€ millions)
Share capital
Additional paid-in capital
Legal reserve
Available reserve
Long-term capital gains reserve
Retained earnings
Net profit (loss) for the year
Regulated provisions
EQUITY
Changes in equity
(€ millions)
At 1 January
Net profit (loss) for the year
Dividends
Capital reduction
Decrease in additional paid-in capital
AT 31 DECEMBER
2022
166
3,847
17
208
56
3,512
(62)
5
2021
166
3,847
17
208
56
4,187
(675)
6
7,749
7,812
2022
7,812
(62)
-
-
-
2021
8,487
(675)
-
-
-
7,749
7,812
At 31 December 2022, the Company’s share capital was
made up of 108,426,230 ordinary shares with a par value
of €1.53 each.
The Board of Directors has decided to grant existing
shares in respect of the free share plans outstanding at
31 December 2022 and 2021. Accordingly, free share
plans are not potentially dilutive (see Note 8).
202
NOTE 11 QUASI-EQUITY
In 2005, Casino, Guichard-Perrachon issued €600 million
worth of perpetual deeply-subordinated bonds (TSSDI).
The bonds are redeemable solely at the Group’s discretion
and interest is due only if the Group pays a dividend on its
ordinary shares in the preceding 12 months. The bonds
pay interest at the 10-year constant maturity swap rate
plus 100 bps, capped at 9%. In 2022, the average interest
rate was 2.69%.
31 January 2024. The bonds paid interest at 4.87% until
31 January 2019. Since then, as specified in the prospectus,
the interest rate has been 3.992%. This rate will be reset
every five years.
These bonds are classified as “quasi-equity” as they:
● are issued for an indefinite term (i.e., no specific redemption
date);
On 18 October 2013, the Company issued €750 million
worth of perpetual hybrid bonds. The bonds are redeemable
at the Company's discretion with the first call date falling
on 31 January 2019 (unused) and the second set for
● correspond to direct commitments with no collateral
and are subordinated to all other liabilities.
Accrued interest on the bonds is reported under
“Miscellaneous borrowings”.
NOTE 12 PROVISIONS
Breakdown
(€ millions)
Provision for foreign exchange losses
Provision for other liabilities
Provision for expenses
TOTAL PROVISIONS
Movements for the year
(€ millions)
At 1 January
Additions
Reversals(1)
At 31 December
O/w
Additions (reversals) recorded in operating income and expenses (Note 1)
Additions (reversals) recorded in financial income and expenses (Note 2)
Additions (reversals) recorded in non-recurring income and expenses (Note 3)
TOTAL
(1) O/w reversals of surplus provisions for liabilities and expenses: €0 in 2022 and €3 million in 2021.
2022
2021
-
27
4
32
2022
20
18
(6)
32
3
(4)
(10)
(12)
-
10
10
20
2021
155
3
(138)
20
1
(30)
(105)
(135)
Reversals in 2021 mainly concerned the provision for the
negative net worth of Casino Restauration, amounting to
€90 million, resulting from the sale of shares.
The provision for pension benefit obligations amounted
to €2 million at 31 December 2022 (unchanged from
31 December 2021).
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 13 LOANS AND OTHER BORROWINGS
Breakdown
(€ millions)
Bonds (including accrued interest)(1)
Bank borrowings(2)
Bank overdrafts
Negotiable European commercial paper
Bank borrowings
Miscellaneous borrowings(3)
LOANS AND OTHER BORROWINGS
2022
2,344
1,442
-
59
3,845
800
4,646
2021
2,904
1,436
-
308
4,648
820
5,468
(1) Including €57 million in accrued interest at 31 December 2022 (31 December 2021: €70 million).
(2) Including €17 million in accrued interest at 31 December 2022 (31 December 2021: €11 million).
(3) Including the Casino Finance loan for €715 million and accrued interest on borrowings totalling €67 million at 31 December 2022
(31 December 2021: including the Casino Finance loan for €715 million and accrued interest on borrowings totalling €88 million).
Maturity of borrowings
(€ millions)
Within one year
Due in one to five years
Due in more than five years
Net debt
(€ millions)
Loans and other borrowings
Casino Finance current account(*)
Treasury shares(*)
Cash(*)
NET DEBT
(*) See Note 8.
2022
246
4,400
-
4,646
2022
4,646
3,340
(2)
(37)
7,947
2021
799
4,143
525
5,468
2021
5,468
3,020
(14)
(486)
7,988
Loans and other borrowings include €142 million in accrued interest on bank loans and overdrafts at 31 December 2022
(end-2021: €169 million).
204
Outstanding bond issues
2023 bonds
2024 bonds
2025 bonds
2026 bonds
2026 bonds
2027 bonds
BONDS
Term Loan B
BANK LOANS
(*) Euribor with a zero floor.
Liquidity risk
Fixed rate/
Variable rate
Effective
interest rate
Amount
(€ millions)
Fixed rate 4.56%
Fixed rate 4.50%
Fixed rate 3.58%
Fixed rate 6.63%
Fixed rate 4.05%
Fixed rate 5.25%
Variable rate
(Euribor(*) + 4%)
4.47%
4.88%
3.62%
7.00%
4.09%
5.46%
36
509
357
400
460
525
2,287
5.34%
1,425
1,425
Term
Due
10 years
January 2023
10 years
March 2024
10 years and 2 months
February 2025
5 years and 1 month
January 2026
12 years
August 2026
6 years
April 2027
4 years, 4 months
and 18 days
August 2025
The Group’s liquidity policy is to ensure that it has sufficient
liquid assets to settle its liabilities as they fall due, in either
normal or impaired market conditions.
The liquidity analysis is performed both for the France
Retail segment (taking into account the cash pool operated
with most French subsidiaries) and for each of the Group's
international subsidiaries.
All French subsidiaries of the Casino, Guichard-Perrachon
holding company scope submit weekly cash reports to the
Group and all new financing facilities require prior approval
from the Corporate Finance department.
At 31 December 2022, Casino, Guichard-Perrachon's
liquidity position comprised:
● confirmed, undrawn lines of credit for a total of
€2,001 million, of which €1,760 million due in more
than one year;
● a balance of €36 million in segregated accounts in France
that can be used at any time to repay debt.
Casino, Guichard-Perrachon had the following financing
facilities at 31 December 2022 (France Retail):
● unsecured bonds amounting to €2,287 million, of which
€400 million in high-yield bonds maturing in 2026 and
€525 million in high-yield bonds maturing in April 2027;
● a term loan (“Term Loan B”) for €1,425 million, maturing
in August 2025.
Casino, Guichard-Perrachon may also raise financing through
the Negotiable European Commercial Paper programme
(NEU CP). Amounts outstanding under this programme
totalled €59 million at 31 December 2022. Issues under
the programme are capped at €2,000 million, with the
availability of funds depending on market conditions and
investor appetite. The issues are not subject to any covenants.
The main liquidity risk management methods consist in:
● diversifying sources of financing to include capital markets,
private placements, banks (confirmed and unconfirmed
facilities), negotiable euro commercial paper (NEU CP)
issues and discounting facilities;
● diversifying financing currencies to include the euro, the
Group’s other functional currencies and the US dollar;
● maintaining a level of confirmed financing facilities
significantly in excess of the Group’s payment obligations
at all times;
● limiting the amount of annual repayments and proactively
managing the repayment schedule;
● carrying out asset disposals, particularly in Latin America;
● managing the average maturity of financing facilities and,
where appropriate, refinancing them before they fall due.
Management of short-term debt
Access to the European negotiable commercial paper (NEU
CP) market is subject to market conditions and investor
appetite for Casino debt. Outstanding commercial paper
issues represented €59 million at 31 December 2022
versus €308 million at 31 December 2021.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Management of medium-
and long-term debt
The Group continues to proactively manage its debt
maturities through buybacks and early repayments, and
by accessing the market for new loan and bond issues.
The form, availability and timing of these operations are
dependent on market conditions.
In November 2022, the Group made a public offer to
redeem its unsecured bonds maturing in January 2023
for a nominal amount of €154 million.
The Group also redeemed bonds through buybacks on the
financial markets throughout 2022. These redemptions
represented a total nominal amount of €226 million, of
which (i) €147 million for the secured high-yield bonds
maturing in January 2024, (ii) €49 million for the unsecured
bonds maturing in March 2024 and (iii) €30 million for the
unsecured bonds maturing in January 2023.
The table below shows the ratings assigned to the financial
instruments by Fitch, Moody’s, Scope Ratings and Standard
& Poor’s:
Financial instrument
rating
Fitch Ratings (new
rating)
Moody’s
Scope Ratings
Standard & Poor’s
Casino,
Guichard-Perrachon
B- with a positive
outlook since
25 November 2022
B3 with a negative
outlook since
8 September 2022
(previously B3 with
a stable outlook)
B+ with a negative
outlook since
27 January 2023
(previously BB- with
a stable outlook)
CCC+ with a developing
outlook since
7 October 2022
(previously B with
a negative outlook)
Secured bonds
BB- since
25 November 2022
B2/stable outlook
(6 August 2020)
Term Loan B
BB- since
25 November 2022
B2/stable outlook
(6 August 2020)
Unsecured bonds
CCC+ since
25 November 2022
Caa1/stable outlook
(6 August 2020)
BB- since
27 January 2023
(previously BB)
BB- since
27 January 2023
(previously BB)
B since
27 January 2023
(previously B+)
B- since
7 October 2022
(previously B+)
B- since
7 October 2022
(previously B+)
CCC+ since
7 October 2022
(previously B)
S-3 (11 January 2022)
The high-yield bond issue by Quatrim is secured by shares
in Immobilière Groupe Casino, a wholly-owned subsidiary of
Quatrim which holds property assets (excluding Monoprix
and Franprix-Leader Price property assets and certain assets
whose disposal was pending).
For the €2,051 million revolving credit facility (RCF) and
€1,425 million Term Loan B, Casino has granted security
rights over shares, the principal bank accounts and
intragroup receivables of its main operating subsidiaries
and holding companies in France holding shares in the
Group’s Latin American operations.
Excluding these financing arrangements, debt carried by
Casino, Guichard-Perrachon and its main subsidiaries (GPA,
Sendas, Éxito and Monoprix) is not secured by collateral
or assets.
206
Casino, Guichard-Perrachon debt covenants
Following the July 2021 signature of the amendment to the RCF, Casino, Guichard-Perrachon is required to comply with
the following covenants in the France Retail (excluding GreenYellow) and E-commerce scope, calculated each quarter
(from the consolidated financial statements on a rolling 12-month basis):
Type of covenant
(France and E-commerce)
Main types of debt
subject to covenant
Frequency of tests
Ratio at
31 December 2022
Secured gross debt(1)/EBITDA(2) ≤ 3.5x
EBITDA(2)/net finance costs(3) ≥ 2.5x
RCF for €2,051 million
Quarterly
3.1
3.0
(1) Secured gross debt as defined in the loan documentation only concerns loans and borrowings for which collateral has been posted for the
France Retail and E-commerce segments as presented in Note 11.2.1 to the consolidated financial statements, and certain GPA and Sendas
holding companies reported in the Latam Retail segment (notably Segisor). At 31 December 2022, the debt concerned was mainly (i) the Term
Loan B for €1,425 million, (ii) high-yield bonds for €653 million, and (iii) the drawn portion of the RCF facility (€50 million drawn at end-2022).
(2) EBITDA as defined in the loan agreements corresponds to trading profit/loss for the France Retail and E-commerce segments, adjusted for
(i) net depreciation, amortisation and provision expense, (ii) repayments of lease liabilities, and (iii) interest expense on lease liabilities for the
France Retail and E-commerce scope.
(3) Net finance costs as defined in the loan agreement represent net finance costs for the France Retail and E-commerce scope.
Other clauses and restrictions
Documentation for the RCF, Term Loan B and high-yield
bond issues put in place since late 2019 includes the
usual restrictions for high-yield borrowings applicable to
the Group as a whole (excluding the Latam segment and
companies less than 50%-owned, but including certain
holding companies reported in the Latam segment, notably
Segisor). These restrictions concern Casino, Guichard-
Perrachon dividend payments, sales of assets as defined in
the documentation, additional borrowings, and additional
security interests and collateral.
The Term Loan B and high-yield bonds also include
incurrence covenants, which only apply upon the occurrence
of certain specific events or to enable certain transactions
to proceed, in particular:
● an incurrence covenant will apply in the event special
dividends are paid in addition to ordinary dividends(1), as
follows: gross debt/EBITDA (France Retail + E-commerce):
< 3.5x;
● leverage and secured debt leverage covenants or a
fixed charge coverage ratio (FCCR) as defined in the
documentation may be applied on an independent or
additional basis, depending on the transactions planned:
- FCCR: EBITDA(2)/Fixed charges(2) > 2
- Secured debt leverage: Consolidated leverage(2)/
EBITDA(2) < 2
The Group's loan and bond agreements include the usual
clauses for such contracts, notably pari passu, negative
pledge and cross-default clauses.
Change-of-control clauses are included in all of Casino’s
bond financing documentation relating to the debt
remaining after its November 2019 refinancing transactions,
except in the documentation for the €600 million in
deeply-subordinated perpetual bonds (TSSDI) issued in
2005. Change of control is established when two criteria
are met:
● a third party, other than Rallye and its affiliates, acting
alone or in concert, acquires shares conferring more than
50% of Casino's voting rights; and
● this change of control directly triggers a downgrade of
Casino’s long-term credit rating (by at least one notch in
the event that Casino’s rating is not investment grade).
The impact on the Group’s bond issues are as follows:
● for bonds issued under the EMTN programme, representing
a cumulative nominal amount of €1,362 million at
31 December 2022, each bond investor would be entitled
to request from Casino the early redemption of all its
bonds at par, at its individual discretion;
(1) 50% of net profit attributable to owners to the parent, with a minimum of €100 million per year from 2021 and an additional
€100 million that may be used for one or several distributions during the life of the debt.
(2) As defined in the loan agreements.
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
● for the €750 million worth of TSSDI issued in 2013, the
interest would be raised by an additional spread of 5%
per annum and Casino would be entitled to buy back
all of the bonds at par.
● Monoprix (RCF): Monoprix is no longer controlled by
Casino and/or its subsidiaries or if the percentage of
ownership interest or voting rights held (by Casino and/
or its subsidiaries) is lower than 40%.
The documentation for the refinancing transactions put in
place since 2019 also includes change-of-control clauses
for three entities:
● Casino, Guichard-Perrachon (RCF/Term Loan B/Quatrim
high-yield borrowings): an entity other than Rallye or one
of its affiliated entities holds more than 50% of Casino’s
share capital or if substantially all of the Group’s assets
are sold/transferred;
● Casino Finance (RCF): a third party (other than Rallye or
its affiliates) takes control of Casino Finance;
NOTE 14 OTHER LIABILITIES
(€ millions)
Related companies
Sundry liabilities
OTHER LIABILITIES
§ due within one year
§ due in more than one year
A change of control would offer the lenders the possibility of
cancelling their commitments at their individual discretion
(limited to one-third of the nominal amount of the RCF in
the event of a change of control of Monoprix). In the case
of the high-yield bond issue, Quatrim, the wholly-owned
subsidiary of Casino, Guichard-Perrachon that issued the
bonds, would launch a tender offer (at a specified price) in
which investors could participate.
2022
2021
12
12
24
24
-
15
16
31
31
-
Other liabilities include €1 million in accrued expenses at 31 December 2022 (end-2021: €5 million).
NOTE 15 DEFERRED INCOME AND OTHER LIABILITIES
(€ millions)
Deferred income
Unrealised exchange gains
DEFERRED INCOME AND OTHER LIABILITIES
2022
2021
2
-
2
2
-
2
NOTE 16 TRANSACTIONS AND BALANCES
WITH RELATED COMPANIES
No agreements for material amounts have been entered into with related parties, within the meaning of Article R. 123-198
of the French Commercial Code (Code de commerce), that were not concluded in the ordinary course of business on
arm’s length terms.
208
NOTE 17 OFF-BALANCE SHEET COMMITMENTS
Commitments entered into in the ordinary course of business
(€ millions)
Undrawn confirmed lines of credit(1)
TOTAL COMMITMENTS RECEIVED
Bonds and guarantees given(2)
Deficits allocated to tax group subsidiaries(3)
TOTAL COMMITMENTS GIVEN
2022
2,001
2,001
3,040
1,268
4,308
2021
2,051
2,051
3,417
1,174
4,591
(1) Including €2,001 million that can be used by Casino, Guichard-Perrachon, Monoprix and Casino Finance (see Note 13).
(2) Including €2,704 million to related companies and €60 million to the Distridyn joint venture at 31 December 2022. The amount of €3,040 million
does not include the security rights given in connection with the RCF and Term Loan B.
(3) The tax consolidation agreement (see Note 4) specifies that tax savings arising from tax losses transferred to the Group will not be repaid to the
subsidiary in cash or through a current account. Tax group subsidiaries are only entitled to tax loss allocations in the event that they become
profitable again and only for the amount of tax they would have paid at the tax rate in force at 31 December 2022 in the absence of a tax
consolidation agreement.
Other commitments
(€ millions)
Guarantees given in connection with:
GPA tax disputes(1)
TOTAL COMMITMENTS GIVEN
Written put options in Uruguay(2)
TOTAL RECIPROCAL COMMITMENTS
2022
2021
170
170
127
127
116
116
113
113
(1) Casino has given a specific guarantee to GPA concerning notifications of tax adjustments received from the tax administration, for a total
amount of BRL 1,922 million (€341 million) at 31 December 2022 (31 December 2021: BRL 1,467 million), including penalties and interest.
Under the terms of the guarantee, Casino has undertaken to indemnify its subsidiary for 50% of any damages incurred, provided those
damages are definitive. Based on the commitment given by Casino to its subsidiary, the risk exposure amounts to BRL 961 million (€170 million)
(31 December 2021: BRL 734 million, representing €116 million). As the risks of liability are only considered possible, Casino has not recognised
a provision in its financial statements for this amount.
(2) Uruguay: Casino has granted a put option on the percentage of share capital held by the family shareholders. This option is exercisable at
any time until 30 June 2025. Its price is based on Disco Uruguay’s consolidated operating profit, with a floor of USD 41 million plus interest at
5% per year. A mutual mechanism is in place between Casino and Éxito in the event that the option is exercised: Casino has granted a put
option to Éxito and Casino holds a call option from Éxito.
NOTE 18 CURRENCY RISK
(in millions of currency)
Assets
Liabilities(*)
Net balance sheet position
Off-balance sheet positions
TOTAL NET POSITION
2022
2021
USD
7
(26)
(20)
(134)
(154)
BRL
-
-
-
(961)
(961)
USD
7
(142)
(135)
(128)
(263)
BRL
-
-
-
(734)
(734)
(*) Including USD 20 million in negotiable European commercial paper (NEU CP) hedged by currency swaps at 31 December 2022
(31 December 2021: USD 135 million hedged by currency swaps).
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
NOTE 19 EQUITY RISK
The Company is not exposed to a material equity risk.
NOTE 20 GROSS COMPENSATION AND BENEFITS
OF DIRECTORS AND OFFICERS
(€ millions)
Compensation paid
Loans and advances
NOTE 21 CONSOLIDATION
2022
2021
2
-
2
-
Casino, Guichard-Perrachon is consolidated by Rallye SA, whose registered office is located at 103, rue de la Boétie –
75008 Paris, France (Siren no.: 054 500 574).
NOTE 22 SUBSEQUENT EVENTS
Disposal of additional Assaí stake
considered
In order to accelerate its deleveraging, on 7 March 2023
Casino Group announced that it was considering a
plan to sell part of its stake in Assaí for approximately
USD 600 million. This amount could be increased depending
on market conditions.
No final decision has been made on this proposed
transaction, which would take the form of a secondary
offering.
TERACT and Casino Group sign
an exclusive agreement to create
the French leader in responsible
and sustainable retail
On 9 March 2023, Casino Group and TERACT announced
that they had entered into an exclusive agreement, with
the aim of entering into a binding agreement to create
the French leader in responsible and sustainable retail
activities. The exclusive discussions concern the creation
of two separate entities:
● an entity, controlled by Casino, bringing together the retail
activities in France. Casino Group would contribute over
9,100 stores, its undisputed leadership in convenience
formats, the strength of its banners, its digital offering and
its good CSR practices. TERACT would bring its know-how
and expertise in the operation of garden centres, pet retail
and food distribution;
● a new entity, named TERACT Ferme France and controlled
by InVivo, in charge of supplying local agricultural products
through short food supply chains that help to promote
France’s regions and showcase agricultural products.
TERACT Ferme France will benefit from strong proximity
to the agricultural industry through the InVivo group, its
majority shareholder.
The transaction would value the activities contributed by
Casino Group and TERACT at 85% and 15%, respectively,
on a debt-free cash-free basis.
In order to be able to execute an ambitious growth plan,
the new entity would be provided with additional equity in
the region of €500 million. To this effect, in a joint initiative,
Casino and the reference shareholders of TERACT have
already engaged in discussions with a number of investors
keen to become shareholders of the combined entity.
The composition of both entities’ governance and executive
bodies would closely associate the reference shareholders
of Casino Group and TERACT, as well as their management
teams.
This project remains subject to the signing of a binding
agreement between Casino Group and TERACT, which
could be achieved by the end of the second quarter of
2023. This project would be subject to the consultation of
the employee representative bodies of both groups as well
as to the approval of the respective governance bodies of
Casino Group, TERACT and InVivo. Further communication
to the market would be made upon the signing of the
binding agreement, which would be submitted to the
approval of the antitrust authorities and of the shareholders
and creditors of both parties.
210
2.7.4. FIVE-YEAR FINANCIAL SUMMARY
FINANCIAL POSITION AT THE REPORTING DATE
Share capital (€ millions)
166
166
166
166
168
Number of outstanding voting shares
108,426,230 108,426,230 108,426,230 108,426,230 109,729,416
2022
2021
2020
2019
2018
RESULTS OF OPERATIONS (€ MILLIONS)
Net sales (excluding taxes)
Profit (loss) before tax, employee profit-sharing,
depreciation, amortisation and provisions
Income tax
Employee profit-sharing for the period
Net profit (loss) after tax, employee profit-sharing,
depreciation amortisation and provisions
Total profit paid as dividends(1)
PER SHARE DATA (€)
Weighted average number of shares outstanding
during the period(2)
Earnings (loss) per share after tax and employee
profit-sharing but before depreciation,
amortisation and provisions
Earnings (loss) per share after tax, employee
profit-sharing, depreciation, amortisation
and provisions
Dividend paid per share(1)
EMPLOYEE DATA
Number of employees (full-time equivalent)
Employee remuneration expenses(3) (€ millions)
Total benefits (€ millions)
(1) For 2022, subject to approval by the Annual General Meeting.
(2) Excluding treasury shares.
(3) Excluding discretionary profit-sharing.
136
135
(78)
-
(62)
-
141
(50)
(70)
-
(675)
-
159
166
168
(466)
(244)
-
(3)
-
1,081
(355)
-
(321)
-
1,374
(405)
-
1,538
342
108,108,373 107,905,160 107,677,458
107,924,134 108,388,996
1.97
0.19
(2.06)
13.31
16.50
(0.57)
(6.25)
(0.02)
(2.98)
-
11
16
4
-
10
16
3
-
11
12
4
-
12
9
3
14.19
3.12
13
15
4
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.7.5. SUBSIDIARIES AND ASSOCIATES (€ MILLIONS)
Carrying amount
Company
Share
capital
Equity
%
ownership
Number of
shares held
Gross
Net
A – Data on investments whose carrying amount exceeds 1% of the share capital
1. Subsidiaries (at least 50%-owned)
Loans and
advances
granted
by the
Company
Guarantees
given
by the
Company
2022
net sales
(excluding
taxes)
2022
net
profit
(loss)
Dividends
received
by the
Company
in the
prior year
Distribution Casino France
1, Cours Antoine Guichard
42008 Saint-Étienne, France
Casino Participations France
1, Cours Antoine Guichard
42008 Saint-Étienne, France
Monoprix
14-16, rue Marc Bloch
92116 Clichy, France
Tévir
1, Cours Antoine Guichard
42008 Saint-Étienne, France
Easydis
1, Cours Antoine Guichard
42008 Saint-Étienne, France
Intexa
1, Cours Antoine Guichard
42008 Saint-Étienne, France
Casino Finance
1, Cours Antoine Guichard
42008 Saint-Étienne, France
Geimex
123, quai Jules Guesde
94400 Vitry-sur-Seine, France
Casino Services
1, Cours Antoine Guichard
42008 Saint-Étienne, France
Segisor
1, Cours Antoine Guichard
42008 Saint-Étienne, France
International
107
546
100
106,801,329
7,207
3,762
236
1,122
7,408
(481)
2,274
2,527
100 2,274,025,819
2,274
2,274
-
-
-
472
-
-
79
770
100
9,906,016
2,531
2,531
295
234
214
(207)
200
640
3,344
100
640,041,110
3,182
3,182
63
49
100
3,953,968
106
106
2
4
97.91
990,845
7
4
-
-
-
-
-
74
10
529
240
718
100
239,864,436
900
718
413
231
-
-
23
99.98
9,998
108
40
14
100
100,000
19
14
-
-
204
1,557
100 1,774,479,286
2,026
2,026
56
240
240
-
-
-
-
9
-
-
-
1
2
-
(211)
3
2
(15)
-
-
-
193
75
-
-
1
478
10
-
-
-
38
-
-
Cnova NV
Strawinskylaan 3051, Amsterdam,
1077ZX, Netherlands
2. Associates (10%- to 50%-owned)
Uranie
1, Cours Antoine Guichard
42008 Saint-Étienne, France
Casino Carburant
1, Cours Antoine Guichard
42008 Saint-Étienne, France
17
346
64.84
223,798,061
452
452
45
99
25.95
11,711,600
31
30
5
16
32.04
1,627,904
4
4
-
-
-
212
Loans and
advances
granted
by the
Company
Guarantees
given
by the
Company
2022
net sales
(excluding
taxes)
2022
net
profit
(loss)
Dividends
received
by the
Company
in the
prior year
1
Company
Share
capital
Equity
%
ownership
Number of
shares held
Gross
Net
Carrying amount
B – Aggregated data for all other subsidiaries or associates
1. Subsidiaries (not included in Section A above)
Various companies
2. Associates (not included in Section A above)
Other companies
Total investments in subsidiaries and associates
o/w consolidated companies
§ French companies
§ Foreign companies
o/w non-consolidated companies
§ French companies
§ Foreign companies
3
4
3
2
18,854
15,147
18,854
15,147
18,400
14,693
454
454
0
-
-
0
-
-
All key information on foreign subsidiaries in a given country
is provided in Note 6.
As a result of the judgement applied when measuring the
fair value of investments in foreign entities, provisions to cover
the negative difference between the Company’s share in
the equity of subsidiaries of a given country and the value
of the corresponding investment are not systematically
recognised (see Note 6).
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CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.7.6. STATUTORY AUDITORS’ SPECIAL REPORT
ON REGULATED AGREEMENTS
Shareholders’ Meeting held to approve the financial statements for the year ended 31 December 2022
This is a translation into English of the statutory auditors’
report on regulated agreements issued in French and it
is provided solely for the convenience of English-speaking
users. This report 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 for by the French Commercial Code and
that the report does not apply to those related-party
transactions described in IAS 24 or other equivalent
accounting standards.
To the Shareholders’ Meeting of Casino, Guichard-Perrachon,
In our capacity as Statutory Auditors of your Company, we
hereby report to you on regulated agreements.
The terms of our engagement require us to communicate
to you, based on information provided to us, the principal
terms and conditions of those agreements brought to
our attention or which we may have discovered during
the course of our audit, as well as the reasons justifying
that such agreements are in the Company’s interest,
without expressing an opinion on their usefulness and
appropriateness or identifying other such agreements, if
any. It is your responsibility, pursuant to Article R.225-31
of the French Commercial Code (Code de commerce), to
assess the interest involved in respect of the conclusion
of these agreements for the purpose of approving them.
Our role is also to provide you with the information stipulated
in Article R.225-31 of the French Commercial Code (Code
de commerce) relating to the implementation during
the past year of agreements previously approved by the
Shareholders’ Meeting, if any.
We conducted the procedures we deemed necessary in
accordance with the professional guidelines of the French
National Institute of Statutory Auditors (Compagnie
Nationale des Commissaires aux Comptes) relating to
this engagement. These procedures consisted in verifying
the consistency of the information provided to us with the
relevant source documents.
Regulated agreements submitted
to the approval of the Shareholders’
Meeting
Regulated agreements authorized
and entered into during the year
Pursuant to Article L.225-40 of the French Commercial
Code (Code de commerce), the following agreement,
entered into during the year and authorized in advance by
your Board of Directors, has been brought to our attention.
■ With Franck-Philippe Georgin: granting
of exceptional compensation under
his pre-existing employment contract
Person involved:
Franck-Philippe Georgin, permanent representative of
Matignon Diderot from 1 February 2022 to 22 September
2022, Director of your Company.
Nature, purpose and reasons justifying the interest
of the agreement:
During its meeting of 15 June 2022, your Board of Directors
authorized in advance the granting of gross exceptional
monthly compensation totaling €36,538 to Franck-Philippe
Georgin, relating to his employment contract as General
Secretary of your Company from 1 June to 31 December
2022, which represented 100% of his fixed monthly
compensation.
Your Board of Directors considered, after consultation with
the Nomination and Compensation Committees, that
this exceptional compensation was in your Company’s
interest, after noting that it was intended to compensate
his significant involvement and contribution to the strategic
operations underway (linked in particular to implementing
the disposal plan).
Terms and conditions:
Franck-Philippe Georgin left his duties as an employee at
your Company on 30 November 2022. His employment
contract therefore expired at this date. The gross amount
paid by your Company for the entire fiscal year 2022, under
this exceptional compensation, was €219,231.
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Regulated agreements not authorized
in advance
Regulated agreements previously
approved by the Shareholders’ Meeting
Pursuant to Articles L.225-42 and L.823-12 of the French
Commercial Code (Code de commerce), we bring to your
attention the following agreement that was not authorized
in advance by your Board of Directors.
Our role is to communicate to you the circumstances which
explain why the authorization procedure was not followed.
■ With Franck-Philippe Georgin: increase in fixed
annual compensation under his pre-existing
employment contract
Person involved:
Franck-Philippe Georgin, permanent representative of
Matignon Diderot from 1 February 2022 to 22 September
2022, Director of your Company.
Nature, purpose and reasons justifying the interest
of the agreement:
The gross annual compensation (“base salary”) of Franck-
Philippe Georgin, General Secretary of the Casino group,
was increased with effect as of 1 February 2022, under
his employment contract with your Company, to a gross
annual amount of €475,000.
This increase, notified to Franck-Philippe Georgin on
18 February 2022, was not authorized in advance by your
Board of Directors due to an omission. The Board of Directors’
meeting of 15 June 2022 subsequently authorized this
compensation change, considering that it was in your
Company’s interest, after noting that it was intended to
bring the compensation of the Group’s General Secretary
in line with market practices observed by a firm specialized
in compensation for similar profiles.
Terms and conditions:
Franck-Philippe Georgin left his duties as an employee at
your Company on 30 November 2022. His employment
contract therefore expired at this date. The gross
compensation amount due and paid by your Company for
the entire fiscal year 2022 was €420,480.
Regulated agreements approved
in prior years
■ a) with continuing effect during the year
We hereby inform you that we have not been notified of
any agreements which were approved by the Shareholders’
Meeting in prior years and had continuing effect during
the year.
■ b) without continuing effect during the year
In addition, we have been notified of the following
agreement previously approved by the Shareholders’
Meeting in prior years without continuing effect during
the year.
With Mercialys: Trademark license
agreement
Persons involved:
Jacques Dumas, Director of Mercialys and permanent
representative of Euris until 31 January 2022, Director of
your Company, and Michel Savart, Director of Mercialys
until 26 April 2022 and Director of your Company until
26 October 2022.
Nature, purpose and terms and conditions:
Under this agreement entered into on 24 May 2007 and
approved by your Shareholders’ Meeting of 29 May 2008,
your Company grants Mercialys, for no consideration, a
non-exclusive right to use, in France only, the “Nacarat”
wordmark and figurative trademark, the “Beaulieu”
wordmark and the “Beaulieu... Pour une promenade”
semi-figurative trademark.
Mercialys has a priority purchase right over these trademarks
should your Company intend to sell them.
Paris-La Défense, 20 March 2023
The Statutory Auditors
KPMG S.A.
DELOITTE & ASSOCIÉS
Éric Ropert
Rémi Vinit-Dunand
Stéphane Rimbeuf
Patrice Choquet
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
CHAPTER 3
Corporate Social
CHAPTER 2
Responsibility (CSR)
Financial and
and Non-Financial
accounting
Statement (NFS)
information
3.1. CSR commitments and governance ....................................................218
3.2. Non-Financial Statement – NFS .............................................................. 220
3.3. Stakeholder dialogue ....................................................................................... 232
3.4. Ethics and compliance ................................................................................... 237
3.5. Policies and initiatives in place................................................................. 242
3.6. Non-financial performance ........................................................................ 320
3.7. Reporting methodology for non-financial indicators ............ 324
3.8. Group CSR commitments ............................................................................ 327
3.9. EU Green Taxonomy KPI tables ............................................................... 333
3.10. Methodology for EU Green Taxonomy
key performance indicators ......................................................................336
3.11. Non-Financial Statement cross-reference table ....................... 337
3.12. SDG – GRI – SASB – TCFD cross-reference tables ...................... 342
3.13. Independent third party’s report
on the consolidated non-financial statement ...........................346
216
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.1. CSR COMMITMENTS AND GOVERNANCE
The CSR policy is drawn up in line with Casino Group’s ethical
principles and its commitment to respect and promote the
principles affirmed by:
● the Universal Declaration of Human Rights;
● the ILO fundamental conventions, including
Convention 29 on forced or compulsory labour,
Convention 87 on freedom of association and protection of
the right to organise, Convention 98 on the application of the
principles of the right to organise and collective bargaining,
Convention 100 on equal pay for men and women workers
for work of equal value, Convention 105 on the abolition
of forced labour, Convention 111 on discrimination
in employment and occupation, Convention 138 on
the minimum age for admission to employment, and
Convention 182 on the prohibition of the worst forms of
child labour and immediate action for their elimination;
● the United Nations Global Compact, which the Group
signed in 2009;
● the Women’s Empowerment Principles, which the Group
endorsed in 2016;
● the 17 Sustainable Development Goals (SDG) adopted
by UN member states;
● the Paris Climate Agreement and the Montreal Protocol;
● the Global Reporting Initiative (GRI) guidelines;
● the recommendations from the Task Force on Climate-
related Financial Disclosures (TCFD).
Casino Group is working towards 17 SDGs, implementing
policies to address the highest-priority issues (see section
3.8 "Group CSR commitments").
The Group’s CSR policy aims to pave the way for responsible
consumer habits and improve the sustainability of its
business model by fostering stakeholder trust through
ongoing dialogue.
The implementation of the CSR programme is a growth
driver for the Group as it helps to:
● boost employee motivation and engagement;
● attract top talent;
● enhance the Group’s competitiveness by reducing its
environmental impact, particularly in terms of energy
use and waste;
● increase sales of responsible products and services (e.g.,
organic products, plant-based proteins) as well as energy-
efficient products;
● foster long-term, trust-based relationships with customers,
suppliers, shareholders, public authorities and other
stakeholders.
Casino Group’s CSR policy, entitled “CSR Spirit”, covers
15 priorities to enable Group customers to shop more
responsibly and eat better and suppliers to produce better.
These priorities were defined using materiality and impact
analyses and an analysis of the Group’s main risks. This policy
is available on the corporate website: https://www.groupe-
casino.fr/en/commitments/policy-and-csr-procedure/.
Commitments and associated actions are carried out while
respecting each host country’s culture and local practices.
Casino Group’s commitment to sustainable development,
affirmed beginning in 2002, is backed by organisation and
governance involving managers at all levels of the Group
and at the highest level of the organisation.
At Group level
The Board of Directors has entrusted the assessment
and monitoring of corporate social responsibility issues
to the Governance and Social Responsibility Committee.
The Committee is tasked with examining, in connection
with the Group’s strategy, its ethical, socially responsible,
environmental and societal commitments and policies,
their implementation procedures and the results achieved,
and providing opinions or making recommendations to
the Board of Directors.
Within this framework, the Committee must ensure,
alongside the Audit Committee, that systems for identifying
and managing the main non-financial risks relating to these
areas of responsibility are in place, and that they comply
with legal and regulatory provisions. The Committee also
reviews the Group’s gender equality policy and overall
approach to diversity as well as the related objectives,
action plans and results. It also contributes, alongside the
Appointments and Compensation Committee, to discussions
on the implementation of CSR criteria in the Chairman
and Chief Executive Officer’s compensation in line with
the commitments and policies defined. The Committee’s
powers are set out in its Charter and the Board of Directors’
Internal Rules (see Chapters 5 and 8).
At 9 March 2023, the Governance and Social Responsibility
Committee was made up of four Directors, three of
whom were independent according to the criteria of the
Afep-Medef Code. The Chair of the Appointments and
Compensation Committee, an independent director, and
the Lead Independent Director, appointed as Chair of the
Audit Committee in 2022, are members and facilitate
collaborative work between the committees. Reports on
the work of the Board of Directors, the Governance and
Social Responsibility Committee and the Audit Committee
in 2022 are presented in Chapter 5 of this document. At
the Annual General Meeting, the Group’s CSR policy and
performance are presented to shareholders to respond to
any questions about its strategic direction and objectives.
218
The Group CSR and Engagement department is rolling
out “CSR Spirit”, its continuous improvement programme
approved by the Group Executive Committee, in France
and abroad in coordination with the various subsidiary CSR
departments. This department reports to the Executive
Committee.
The Executive Committee implements Group strategy
and monitors the Group’s non-financial performance and
overall action plans. The Committee meets once a month.
COMMITMENTS
Group Ethics Charter
United Nations Sustainable
Development Goals (SDG)
Paris Climate Agreement
Universal Declaration
of Human Rights
Eight fundamental
conventions of the ILO
Montreal Protocol
United Nations
Global Compact
UN Women’s
Empowerment Principles
Science-Based Targets (SBT)
ORGANISATION
Board of Directors
Group-level
involvement
Governance and Social Responsibility Committee
Executive Committee
Group CSR and Engagement department
Subsidiary
and business-level
involvement
Subsidiary CSR departments
Task forces
STAKEHOLDER
DIALOGUE
PERFORMANCE/CSR indicators
At subsidiary and business line level
Casino Group has created CSR departments in its main
subsidiaries in France and abroad, coordinated by the Group
CSR and Engagement department. Specific committees also
contribute to the deployment of the CSR policy, such as the
Human Resources Steering Committee and the Scientific
Committee on Nutrition and Health. CSR committees are
also in place locally.
The Group’s six targets for 2025 and 2030 have been drawn
up and validated by Group management, in line with the
CSR progress approach and the business model.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.2. NON-FINANCIAL STATEMENT – NFS
Pursuant to Article L. 225-102-1 of the French Commercial
Code, the Company is required to prepare a consolidated
Non-Financial Statement for 2022 complying with legal
and regulatory provisions, including a presentation of the
business model, a description of the main non-financial
risks, a presentation of the policies applied in relation to
those risks and the outcomes of those policies, including
key performance indicators. The Non-Financial Statement
must include, in accordance with the provisions of
Article L. 225-102-1 of the French Commercial Code,
information on how the Company takes into account the
human resources, environmental and societal consequences
of its operations. Chapter 3, Chapter 1 and section 4.3 of
Chapter 4 together comprise the Non-Financial Statement.
For readers, a cross-reference table in section 3.11 identifies
the relevant information.
3.2.1. BUSINESS MODEL
For a presentation of the Group’s activities and business model, see Chapter 1 Always a step ahead – Business model.
3.2.2. DESCRIPTION OF THE MAIN NON-FINANCIAL RISKS AND
CHALLENGES, AND IDENTIFICATION METHODOLOGY USED
Casino Group’s main CSR risks and opportunities are
identified and assessed through risk mapping and
materiality analyses.
(i) Identification of the main CSR challenges
via Group risk mapping and the risk
assessment process
The identification of the main CSR risks related to the
Group’s direct and indirect activities is carried out by the
Group Risks and Compliance department and the Group
CSR and Engagement department (see Chapter 4).
From 2019, the two departments have defined a common
method for rolling out a CSR risk management process
throughout the Group that takes into account stakeholder
impacts.
As part of this process and in line with international industry
standards, a specific CSR category was integrated into the
Group’s pre-existing risk catalogue. The material issues were
reviewed using the Food Retailers & Distributors industry
benchmark from the Sustainability Accounting Standards
Board (SASB). The category includes issues relating to duty
of care, anti-corruption and fraud legislation, as well as food
waste. A cross-reference table of SASB standards is included
at the end of this section.
A further specific CSR risk identification campaign was
carried out in 2022 across all Group entities, by asking them
to identify and evaluate their five main CSR risks based on
their impact on the Company and on stakeholders. For
each risk, the entities indicated the control activities already
in place and action plans to be implemented to reduce
the level of residual risk. The results were presented to the
Governance and CSR Committee in March 2023. For the
major risks identified as part of this latest campaign, Group
entities identified whether they considered the risks to be
emerging risks, i.e., new risks that they expect will have a
long-term impact on their business activities. These risks are
listed in Chapter 4 of this Universal Registration Document.
220
To help them identify major risks, entities are provided
with methodological support and tools jointly prepared
by the Group Risks and Compliance department and
the Group CSR and Engagement department. These
include a risk catalogue containing a description of each
risk, the stakeholders involved, the main impacts on said
stakeholders, and the criteria and rules for determining
the probability and impact of both the gross risk (before
taking into account existing internal controls) and the
net risk. As part of a continuous improvement policy, the
methodology is subject to a joint annual review by the
Group Risks and Compliance department and the Group
CSR and Engagement department.
Each entity’s management committee validates the results
of the risk identification and evaluation work carried out
jointly by the entity’s CSR and Risks experts.
In addition, a working group – comprising the Engagement
and CSR Director, the Risks and Compliance Director,
the Group Ethics Officer and the Group Internal Control
Director – carries out specific reviews to identify major
CSR risks at the parent company level, the list of which is
updated annually.
In keeping with the recommendations from the Task Force
on Climate-related Financial Disclosures (TCFD), in 2020
the Group specifically assessed physical and transition risks,
as well as climate-related opportunities across all Group
entities. In its risk catalogue, the Group has applied the same
categories of climate-related risks as those used by the TCFD.
This climate risk identification process is integrated into the
Group risk identification process carried out annually by the
Risks and Compliance department, which also takes action
to foster a risk culture throughout the Group.
The main risks identified in this way are presented below
in section (iii).
More details are provided in Chapter 4 of this Universal
Registration Document.
In addition, the analysis of corruption risks and influence
peddling risks is conducted as part of a specific risk mapping
process described in more detail in section 3.4.4 of this
chapter.
(ii) Identification of the main CSR
opportunities via materiality analyses
The Group conducts regular materiality analyses to identify
and respond to its major human resources, societal and
environmental challenges, and to advocate responsible
economic growth and business development.
In order to assess and update the Group’s CSR Policy for
2030, the most strategic challenges faced at the Group
level were analysed across all its geographies in 2021.
Commissioned from an external third party, the analysis
assessed the double materiality of CSR issues, i.e., the
Group’s impact on major human resources, societal and
environmental challenges; and the impact of these issues
on the Group’s economic success.
Based on a document review (industry benchmarks, trend
analysis), 32 challenges were identified and submitted for
quantitative analysis through a stakeholder survey. More
than 210 internal and external stakeholders completed
the survey, including suppliers, NGO representatives, public
authorities, academics and employees.
The resulting data were enhanced by:
● materiality analyses conducted within the Group’s
subsidiaries in Brazil, Colombia and Argentina;
● detailed analysis of CSR challenges prioritised by
international standards and guidelines (e.g., SASB, GRI)
as well as by non-financial ratings agencies (including
MCSI, S&P CSA);
● a study conducted in 2021 of the expectations of Casino
Group’s main investors in terms of the environmental,
social and governance (ESG) policy; and
● results and implications of the Group’s above-mentioned
risk map (section i).
The results from this analysis were addressed by the
Executive Committee and the Governance and Social
Responsibility Committee in 2022.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
The results of the materiality matrix are:
Waste management
and pollution
Energy efficiency/
renewable energies
Sustainable relationships with
suppliers and farmers
Biodiversity and combating
deforestation
Combating
food waste
Supporting regions/
the local economy
Eco-design of products
and packaging
Carbon footprint reduction/adaptation
A range of responsible products
Traceability and labelling
Human rights (supply
chain)
Eliminating controversial substances
Customer awareness
(environment and health)
Health and safety
Responsible governance
Improved nutritional quality
Water resource conservation
Animal welfare
Gender equality
Responsible marketing/
communication
Food sovereignty
Optimised transport
Affordable offering
Food of tomorrow
Workplace health, safety and well-being
Ethics and business integrity
Supporting public interest
organisations
Diversity and inclusion
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Product-service
system
Helping young people enter the workforce
Data security and confidentiality
Employability and training
Impact on Casino Group's economic success
Stakeholders identified the following four key priority areas, covered by the Group’s CSR policy:
1. fair and sustainable relationships with suppliers and farmers;
2. more responsible products (local, environmental, healthy);
3. climate change and the environment;
4. local development with a regional commitment.
222
(iii) Main CSR risks and opportunities identified
The main CSR risks and opportunities identified in this way are presented for each of the four categories of information
(social and environmental consequences, respect for human rights and the fight against corruption), in accordance with
Article L. 225-102-1 of the French Commercial Code. The policies applied and the due diligence procedures implemented
to prevent, identify and mitigate the occurrence of these risks are described in this chapter on the pages mentioned below,
as are the outcomes of these policies, including key monitoring and/or performance indicators.
Main
CSR risks
Societal
Food
safety
Climate change
Description of the risks
Potential impacts
Policies, due
diligence and outcomes
Risk of a health crisis
due to:
§ a product quality,
compliance or
safety issue;
§ failure to implement
product recall
procedures.
Impact on consumer
health (food poisoning
and indigestion).
Impact on the Company
(image, reputation and
financial impact).
Physical risks in the event
of extreme weather
conditions.
Chronic physical risks
with regard to climate
change, rising average
temperatures and sea
levels, and concerning
the supply chain.
Impact on the Group’s
economic activities: business
disruption, higher raw
material prices, higher energy
prices, increase in insurance
premiums.
Impact on employees: working
conditions, health, safety and
productivity.
Transition risks related
to reputation and changes
in the legal and tax
environment.
Impact on the products
sold in stores, with changes
to customers’ purchasing
behaviours.
Impact on access to financing.
Impact on the Company
(image, reputation and
financial impact).
Responsible retailer approach
See section 3.5.3.1.
Product quality: quality
management system (dedicated
organisation and experts, IFS
standard, regular audits, quality
analyses, procedures and tools
for traceability, recall and crisis
management).
Group performance indicators
See section 3.6.
Environmentally committed,
climate aware approach
See sections 3.5.4.2 and 3.5.4.2.1.
Fighting climate change via a
low-carbon strategy
based notably on reducing
refrigerant-related emissions
through: preventive maintenance,
increased use of refrigerants with
low global warming potential,
and the gradual replacement of
existing refrigeration equipment.
For more information about the
Group’s management of climate
change risk, see section 4.3.3.
Group performance indicators
See section 3.6.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Main
CSR risks
Environmental
impacts of the
supply chain
Social impacts
of the supply chain
Description of the risks
Potential impacts
Impact on workers (health,
safety, etc.) in the supply
chain.
Sanctions for non-compliance
with the French duty of care
(devoir de vigilance) law
of 27 March 2017.
Impact on the Company
(image, reputation and
financial impact).
Risk of non-compliance by
suppliers with regulations
and Group commitments
on water and soil pollution,
greenhouse gas emissions,
deforestation, sustainable
resource management
and waste management.
Risk of non-compliance
by suppliers with
the regulations and
Group commitments
on human rights and
fundamental freedoms:
child labour, forced labour,
discrimination, freedom
of association, minimum
wage, health and safety,
working conditions, etc.
Fighting
discrimination
and promoting
diversity
Risk of non-compliance
with the regulations
and/or the commitments
made by the Company
in relation to combating
discrimination and
promoting diversity.
Impact on the level
of employee engagement
and the Company’s
attractiveness as an employer.
Implications relating
to the employer’s liability
for non-compliance
with laws and regulations.
Impact on the Company’s
business performance.
Impact on the Company
(image, reputation
and financial impact).
Policies, due
diligence and outcomes
Responsible retailer approach
See section 3.5.3.3.
Monitoring and improving
the social and environmental
impacts of the supply chain:
evaluation of the social and
environmental risks of suppliers
and sectors, auditing and
improvement of the suppliers
of private-label products based
in countries at risk, in particular
with regard to the duty of care.
Duty of care plan provided
for in I of Article L. 225-102-4
of the French Commercial Code.
Monitoring indicators
See section 3.5.3.4.
Group performance indicators
See section 3.6.
Committed employer approach
See section 3.5.1.1.
Promoting diversity
and professional equality:
initiatives designed to combat
discrimination and stereotypes,
foster the integration and
retention of disabled workers,
and promote generational
diversity.
Group performance indicators
See section 3.6.
224
Main
CSR risks
Corruption and
business ethics
Description of the risks
Potential impacts
Policies, due
diligence and outcomes
Risk of non-compliance
with anti-corruption laws
and regulations, including
Sapin II.
Impact on the level
of employee engagement.
Respect for ethics
and compliance
Sanctions for non-compliance
with the Sapin II law.
Impact on the relationship
with stakeholders (trust,
quality of the relationship,
etc.).
Impact on the Company
(image, reputation and
financial impact).
See section 3.4.
Commitment to combating
corruption: Group Ethics
Committee, Code of Ethics
and Conduct, corruption risk
mapping, network of ethics
officers, training and awareness
of the Group’s ethics and
anti-corruption policy.
Group performance indicators
See section 3.6.
Tax evasion risk was included in the CSR risk analysis and
was deemed to be non-material.
● the development of a line-up of responsible products
(see sections 3.5.3.2 and 3.5.4.6);
For more information, see section 4.3.3. “Main risk factors”,
“Corporate social responsibility (CSR) risks”.
● the development of healthy products (see section 3.5.3.2);
● respect for animal welfare (see section 3.5.3.5 of this
For more information about non-financial performance,
see section 3.6.
Casino Group also takes into account the other CSR issues
that relate to its business model (see Chapter 1).
In addition to the main CSR risks mentioned above, it
accordingly also carries out actions contributing to:
● social dialogue/collective agreements and their impacts
on the Company’s performance and working conditions
(see section 3.5.1.3 of this chapter);
chapter);
● the fight against waste (see section 3.5.4.5 of this chapter);
● supporting the circular economy (see section 3.5.4.4 of
this chapter);
● customer satisfaction (see section 3.3.2);
● the fight against food insecurity (see section 3.5.2.1 of
this chapter);
● local roots (see section 3.5.4.2.4 of this chapter);
● promotion of physical activity and sports (see section
3.5.1.3.7 of this chapter).
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.2.3. DESCRIPTION OF THE GROUP’S SUSTAINABLE BUSINESSES
UNDER THE EU GREEN TAXONOMY AND PERFORMANCE
INDICATORS
This document is in line with Article 8 of Regulation (EU)
2020/852 on the Green Taxonomy and the Delegated
Act published on 6 July 2021 regarding published
information, which apply to companies required to publish
a non-financial statement.
3.2.3.1. The EU Green Taxonomy
The Green Taxonomy regulation is a key instrument of the
European Commission’s action plan on sustainable finance.
This legislation sets out a classification system to define
environmentally sustainable economic activities. These
activities must contribute to one of the six environmental
objectives set out in Article 9 of Regulation (EU) 2020/852:
climate change mitigation, climate change adaptation,
sustainable use and protection of water and marine
resources, transition to a circular economy, pollution
prevention and control, and protection and restoration of
biodiversity and ecosystems.
As a company required to publish a non-financial statement
under Article 29a of Directive 2013/34/EU, Casino Group
must comply with Article 8 of the EU Green Taxonomy
regulation. It must therefore report, for the 2022 financial
year, the percentage of its economic activities that qualify
as environmentally sustainable according to the criteria
and classification system for the first two objectives of the
Taxonomy: climate change mitigation and climate change
adaptation.
For 2022 reporting, and in line with Article 8 of the
Delegated Act, Casino Group is therefore required to disclose
the proportion of its turnover (net sales), CapEx (capital
expenditure) and certain OpEx (operating expenses) that
are eligible and aligned with the Taxonomy (“indicators”
or “KPIs”).
The activities reported for the 2022 financial year relate to
the first two environmental objectives for which technical
screening criteria have been set out in the Delegated Act
on climate, to determine which activities are aligned with
the Taxonomy.
The indicators to be disclosed are set in line with Appendix I
of Article 8 of the Delegated Act. Casino Group determined
the Taxonomy-eligible and Taxonomy-aligned indicators in
accordance with legal requirements.
The diagram below shows the technical criteria that determine alignment:
Eligible activities
Eligible activities
are defined and first
categorised based on their
contribution to at least one
of the six environmental
objectives (specific criteria
have been set for two
objectives: climate change
mitigation and climate
change adaptation).
1 Substantial Contribution (SC)
The activities meet the technical screening criteria
set for each environmental objective.
2 Do no significant harm
(DNSH)
The activities do not cause significant harm to any
of the other five environmental objectives.
3 Minimum Safeguards (MS)
Activities are carried out in accordance with
the International Bill of Human Rights and the
guidelines and guiding principles set out by the
OECD, United Nations and ILO, particularly in the
areas of corruption, taxation and fair competition.
Aligned activities
contribute substantially to
one of the environmental
objectives while causing
no significant harm to
the other objectives
and complying with the
minimum safeguards.
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3.2.3.2. Incorporating the Taxonomy
into Casino Group’s
ESG strategies
Several meetings were organised with Group entities to
review the criteria and to ensure the completeness of
financial data relating to the activities covered.
Pursuant to Article L. 225-102-1 of the French Commercial
Code, the Group publishes an annual Non-Financial
Statement, along with qualitative and quantitative
information covering all ESG issues.
As part of this reporting and in accordance with good
market practice, the Group has identified ESG risks and
opportunities based on a materiality analysis. These points
are described in section 3.2.2 "Description of the main
non-financial risks and challenges, and identification
methodology used”.
The fight against climate change is considered a material
issue for the Group and is covered in specific policies, actions
and management processes.
The Group is strongly committed to combating climate
change and has set targets to reduce its direct and indirect
carbon footprint, which have been approved by the SBT.
These targets and the low-carbon strategy to meet them
are set out in section 3.5.4.2.
The Group follows TCFD recommendations and therefore
implements the required policies and actions on governance,
strategy, risk management, and metrics and targets. Details
are provided in section 3.12.3 “TCFD”.
The Board of Directors has entrusted the assessment and
monitoring of corporate social responsibility issues, including
those related to climate change, to the Governance and
Social Responsibility Committee. The Committee is tasked
with examining, in connection with the Group’s strategy,
its ethical, socially responsible, environmental and societal
commitments and policies, their implementation and their
results, and providing opinions or making recommendations
to the Board of Directors.
The Group steers its practices towards reducing the sources
of carbon emissions from its business operations and is
mainly taking action to reduce emissions from refrigerated
display cases, energy use, the transport of goods and the
carbon footprint of store merchandise. The Group is also
taking steps to adapt its business operations to the impacts
of climate change. These measures are described in section
3.5.4.2.5 “Adapting to climate change”.
As part of its practical application of the EU Taxonomy, the
Group has set up a specific organisational unit made up of
staff from the Finance department, the CSR department
and operational business teams. Implemented across
all of the Group’s activities, this unit worked to analyse
the eligibility and alignment of the Group’s activities, in
particular based on the Delegated Regulation of 4 June
2021 and supplementing Regulation (EU) 2020/852, which
establish the technical screening criteria for determining
the conditions under which an economic activity qualifies
as contributing substantially to climate change mitigation.
3.2.3.2.1. Evaluation and methodology
■ Taxonomy-eligible and Taxonomy-non-eligible
activities
All of Casino Group’s economic activities eligible for the
Taxonomy – by virtue of their contribution to the first two
environmental objectives in accordance with Article 8 of
the Delegated Act – were subject to review.
This in-depth review identified two types of Taxonomy-
eligible activities: (i) main economic activity that generates
turnover and (ii) eligible activities that result in CapEx,
including investments measured individually, such as
long-term rentals, and individually eligible OpEx.
● Main activity
Based on this analysis, the activity of collection and transport
of non-hazardous waste generates Taxonomy-eligible
turnover (activity 5.5 in the classification). This includes
recyclable waste (mainly paper/cardboard/plastic) collected
by the Group from stores/warehouses/offices, which are
then transferred to third parties for sorting and recovery.
The main Taxonomy-eligible activity which contributed to
the two climate objectives in 2021 focused on improving
energy efficiency and generating renewable electricity. It
was covered by GreenYellow, which was sold on 18 October
2022. As the entity was sold during the 2022 financial year,
and given the FAQs published by the European Commission
on 19 December 2022, GreenYellow’s net sales were
excluded from the turnover eligibility ratio for 2022.
● Individually eligible CapEx and OpEx
Due to the current lack of eligible turnover (< 1%), OpEx
associated with activities that contribute to turnover could
not be classified as eligible.
The Group therefore identified activities resulting in CapEx
that can be considered individually eligible by virtue of
their contribution to climate change mitigation. These
activities are:
● 3.6 “Manufacture of other low carbon technologies”: 3D
cardboard packaging machine at Cdiscount;
● 5.5 “Collection and transport of non-hazardous waste
in source segregated fractions”: non-hazardous waste
generated in stores and warehouses, prepared for sorting
and recovery;
● 5.8 “Composting of bio-waste”: organic waste generated
in stores and warehouses, segregated and recovered;
● 6.5 “Transport by motorbikes, passenger cars and light
commercial vehicles”: including Company vehicles and
vehicles for home delivery;
● 6.6 “Freight transport services by road”: transport of goods
sold in stores;
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● 7.2 “Renovation of existing buildings”;
● 7.3 “Installation, maintenance and repair of energy efficiency
equipment”: installation of energy efficiency equipment,
thermal insulation, etc.;
● 7.4 “Installation, maintenance and repair of charging
stations for electric vehicles in buildings (and parking
spaces attached to buildings)”;
● 7.6 “Installation, maintenance and repair of renewable
energy technologies”: including investments made by
Group business units to install solar panels on buildings;
● 7.7 “Acquisition and ownership of buildings”.
For operating expenditure, the Group considered applying
the exemption rule applicable to the disclosure of this KPI
(see details in the note on methodology).
■ Methodology for evaluating activities against
the technical screening criteria
● Methodology for verifying generic DNSH
and MS criteria
In its assessment of the Taxonomy alignment of the Group’s
eligible activities, the Group verified that its business model
complied with generic DNSH criteria and the minimum
safeguards provided for in Annex 1 of the Delegated
Regulation of 4 June 2021 on the climate change mitigation
objective and in Regulation (EU) 2020/852 respectively.
The Group meets all of these generic Taxonomy criteria as
described below:
● To meet the DNSH criteria for the Taxonomy’s climate
change adaptation objective, the Group conducted a study
on physical climate risks. This analysis was completed in
June 2022 and covered the Group’s activities in France,
Colombia and Brazil (more than 97% of the Group’s
turnover or more than 99% of the store network). It was
used to identify and measure potential risks to its assets.
The method uses data from Global Climate and Global
Warming Models and from RCP4.5 and RCP8.5 scenarios,
applied over two time horizons (2030 and 2050).
The report details the various risks by site and by region.
The study was carried out by a specialised consulting
firm and revealed that the Group’s exposure to acute
and chronic physical climate risks was low, even under
the worst-case scenario (RCP8.5).
The results of this study and the suggested adaptation
solutions will gradually be examined with a view to
integrating them into the Group’s ESG roadmap.
The Group’s policy of improving coverage of these risks
was pursued during the year. Natural disaster cover limits
are specified in section 4.3.3 “Climate change”.
● To meet the DNSH criterion for the Taxonomy’s sustainable
use and protection of water and marine resources
objective, the Group applies the Water Framework Directive,
transposed into French law. The Group complies with local
regulations (SDAGE, water law, PLU) in France. In Brazil and
Colombia, the operations concerned seek to comply with
local legislation on effluent and wastewater treatment.
As a result, GPA and Assaí apply CONAMA Resolution
No. 430/2011, which calls for effluent treatment plants
(ETEs) and water treatment plants (ETAs) to be set up
where necessary.
● To meet the DNSH criterion for the Taxonomy’s pollution
prevention and control objective, the Group considers that
it does not generate pollution from the use and presence
of chemicals in the relevant activities, as it applies local
regulations on the use of chemicals.
● To meet the DNSH criterion for the Taxonomy’s protection
and restoration of biodiversity and ecosystems objective,
the Group justifies the alignment of all its projects in
Europe based on its compliance with European regulations,
such as the Environmental Impact Assessment (EIA)
Directive for projects in the EU. The assessment could
not be conducted for Latin American activities over the
period, which explains why no activities were aligned
under this DNSH requirement.
● In accordance with the guiding principles for minimum
safeguards described in Article 4 of the Taxonomy
Regulation, economic activities that contribute substantially
to one of the climate change objectives and comply with
the associated generic and specific DNSH requirements
must also implement procedures to align with the OECD
Guidelines for Multinational Enterprises and the UN Guiding
Principles on Business and Human Rights (including the
principles and rights covered by the eight core conventions
of the International Labour Organization’s Declaration
on Fundamental Principles and Rights at Work and the
International Bill of Human Rights).
● The Final Report on Minimum Safeguards published in
October 2022 by the European Platform on Sustainable
Finance defined the scope of requirements for this first
alignment reporting. The report highlights four core
topics which should be defined for compliance with
minimum safeguards: human rights (including workers’
and consumers’ rights), bribery/corruption, taxation and
fair competition.
To meet the minimum safeguards for human rights, the
Group has taken the following measures:
- A duty of care plan with specific governance for CSR risks
in its direct activities and value chain (suppliers), set out
in section 3.5.3.4 “Duty of care plan” of this document.
228
- Signature of the United Nations Global Compact on
19 October 2009, thereby committing to align with
10 universally accepted principles on human rights,
labour standards, the environment and anti-corruption.
- A Group Ethics Charter stipulating that each employee
is expected to act in strict compliance with laws and
regulations, to be fair and honest, and to behave with
exemplary professional ethics (details on policies and
actions in section 3.4 “Ethics and compliance”). In addition,
the Code of Ethics and Conduct sets out the Group’s
policy on business ethics and individual behaviour.
In the area of corruption, Casino Group has implemented
a comprehensive system, in accordance with France’s
Sapin II law, with corruption risk identification, prevention
policies, whistleblowing processes, etc., which are deployed
across all Group activities in France and internationally.
This system is detailed in section 3.4.2 “Code of Ethics
and Conduct” of this document.
To comply with taxation regulations, Casino Group has
published a responsible tax policy, which is explained in
section 3.4.8 “Tax Transparency” of this document. This
policy outlines compliance with the recommendations
issued by the Organisation for Economic Cooperation
and Development (OECD).
Lastly, the Group Ethics Charter detailed above also
provides ways to meet expectations for compliance with
fair competition practices.
In view of the information provided above, the Group
considers that it complies with the Minimum Safeguards
criteria for all its activities. The Group also complies with
generic DNSH criteria for its activities in France. For its
activities in Latin America, generic DNSH criteria were
assessed for the full scope of GPA and Assaí, which operate
in Brazil (except for the DNSH biodiversity criteria presented
above). As for Éxito, the analysis covered Appendix A, the
only DNSH criteria related to this entity’s aligned activities.
● Methodologies for verifying substantial
contribution (SC) and specific DNSH criteria
The business units then analysed the substantial contribution
(SC) and specific DNSH criteria for the activities listed
in the Taxonomy. To support them in doing so, several
information meetings were held with all Group entities to
discuss the technical criteria. Each entity then completed a
data collection matrix to identify eligibility information and
analyse the different alignment criteria. These matrices then
underwent a critical review and were reconciled with the
consolidated financial statements by the Group’s Finance
and CSR departments.
Based on this process, the Group identified all or some of
the eligible activities that meet alignment criteria, as follows:
Activities
Analysis of SC and specific DNSH criteria
5.5 Collection and transport
of non-hazardous waste in
source segregated fractions
Aligned activity for all Group business units in France, Brazil and Colombia:
separate collection of non-hazardous waste in stores and warehouses, sorted
to be prepared for reuse or recycling.
5.8 Composting of bio-waste
SC: waste is sorted on site mainly into bales of cardboard and plastic. Waste
is then collected by service providers under contract, which cover the waste
separation and recovery.
DNSH “The transition to a circular economy”: waste separation and treatment
by recycling service providers comply with applicable local standards
(e.g., Brazilian standards – ABNT NBR 10004).
Aligned activity for Assaí in Brazil: operation of dedicated facilities for the
treatment of separately collected bio-waste (mainly fruit and vegetables) through
composting with the resulting production and utilisation of compost.
SC: the composted bio-waste is source segregated and collected separately.
The compost produced is used as fertiliser and meets national requirements
for fertilising materials.
DNSH “Pollution prevention and control”: the composting plants under
contract meet local environmental requirements for emissions to air and water.
To be approved, partners are required to have an environmental licence.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
6.6 Freight transport services
Aligned activity for Franprix: transport by electric vehicles.
by road
SC: the electric vehicles used produce zero direct (tailpipe) CO2 emissions,
which can be verified in the vehicle’s technical product information.
DNSH “The transition to a circular economy”: the technical product information
for these vehicles confirm their compliance with reuse and recyclability criteria.
DNSH “Pollution prevention and control”: the tyres (class A) comply with external
rolling noise requirements and the rolling resistance coefficient. To date, half of
the tyres in use are class A. As the fleet is being renewed and replaced with class A
vehicles, the Group considered that this activity was aligned for 2022. The rest
of the DNSH criteria relating to the circular economy and pollution objectives
were considered to have been met based on manufacturers’ confirmation.
7.3 Installation, maintenance
and repair of energy
efficiency equipment
Aligned activity for Monoprix, Assaí, Cdiscount and Casino France: mainly LED
relamping of sites, insulation work (e.g., cool roof paints), door installation/
replacement, HVAC (heating, ventilation and air conditioning) system using energy
technologies.
7.4 Installation, maintenance
and repair of charging
stations for electric vehicles
in buildings (and parking
spaces attached to buildings)
7.6 Installation, maintenance
and repair of renewable
energy technologies
SC: these activities comply with minimum requirements set for individual
components and systems in the applicable laws in France and Brazil.
DNSH “Pollution prevention and control”: building components and materials
comply with applicable laws in France and Brazil.
Aligned activity for Monoprix and Assaí: installation of charging stations for electric
vehicles and scooters on site.
SC: automatically aligned given the description of the eligible activity.
DNSH: none.
Aligned activity for Assaí and Éxito: maintenance contracts for solar panels
and installation of equipment to generate wind power.
SC: the activity corresponds to one of the characteristics listed in the Delegated
Act.
7.7 Acquisition and ownership
Activity aligned for Casino France.
DNSH: none.
of buildings
SC: buildings for which the building permit was submitted before 31 December
2022: alignment of projects with an energy performance assessment of class A
or B and the implementation of a system for monitoring building performance,
e.g., through an energy performance contract.
DNSH: none.
230
Based on this process, the Group identified the following
eligible non-aligned activities:
● 6.5. “Transport by motorbikes, passenger cars and light
commercial vehicles” and 7.2. “Renovation of existing
buildings”. The Group has therefore decided to take a
conservative approach by not analysing the Taxonomy’s
technical and DNSH criteria. Accordingly, it reported
zero alignment for this eligible activity for 2022. Due to
the rigorous standards and detailed analysis required
by these criteria, and the lack of supporting documents
from vehicle manufacturers for activity 6.5, an assessment
cannot be performed that would reflect the actual level
of alignment for 2022.
3.2.3.2.2. Results
The detailed tables are presented in section 3.9 of this
document.
The data reported for the activities are based on actual data
at the end of December 2022, with the exception of Casino
France data for activity 7.2 (data at end-November 2022).
■ Eligibility and alignment results for 2022
The indicators are turnover (net sales), CapEx and OpEx(1).
For the 2022 reporting period, indicators are published
on Taxonomy-eligible and aligned activities and on
Taxonomy-non-eligible and non-aligned activities (Article
10(2) of Article 8 of the Delegated Act).
Total as defined
by the
Taxonomy
regulation
(€ millions)
Proportion
of economic
activities
eligible for the
Taxonomy (%)
Proportion
of economic
activities
not eligible
for the
Taxonomy (%)
Proportion
of economic
activities
eligible for and
aligned with the
Taxonomy (%)
Proportion
of economic
activities eligible
for and not
aligned with the
Taxonomy (%)
Net sales(1)
CapEx(1)
OpEx(2)
33,609.76
2,504.00
-
0.03%
35.61%
-
99.97%
64.39%
-
0.028%
0.63%
-
99.97%
99.37%
-
(1) Definition of turnover (net sales), CapEx and OpEx KPIs as set out in the Taxonomy regulation.
(2) Exemption rule applied to OpEx.
The proportion of eligible economic activities included in
Casino Group’s net sales stood at 0.03% at 31 December
2022.
The proportion of capital expenditure eligible for the
Taxonomy was 35.61%.
■ Change compared to the previous year
● Change in eligibility results
2022 total
as defined by
the Taxonomy
regulation
(€ millions)
2021 total
as defined by
the Taxonomy
regulation
(€ millions)
%
change
Proportion
of economic
activities eligible
for the 2022
Taxonomy (%)
Proportion
of economic
activities eligible
for the 2021
Taxonomy (%)
Change
(bp)
Net sales
CapEx
OpEx
10.11
891.71
-
63.61
-84.1%
1,195.11
-25.4%
157.36
-
0.03%
35.61%
-
0.21%
-18
53.66% -1,848.8
34.92%
-
The change in the net sales KPI is mainly due to the sale of
GreenYellow in 2022. This entity covered renewable energy
generation and energy efficiency management activities,
which were included in Taxonomy reporting in 2021.
■ Outlook
Following this initial application of alignment criteria as
defined by the Taxonomy, as of 2023 the Group wishes to
further its work to identify eligible activities and the related
financial flows. The Group plans to increase staff training
on Taxonomy requirements and improve assessment and
reporting methodologies.
The Group will strengthen its climate change mitigation
and adaptation policies, in particular by setting even more
ambitious climate targets for 2030 for all three emission
scopes.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.3. STAKEHOLDER DIALOGUE
For many years now, the Group has maintained regular,
constructive dialogue with local and national stakeholders
in all its host countries. Open, meaningful discussions are
encouraged for the purpose of developing and jointly
creating projects and innovative partnerships. Dialogue
takes place through various means depending on the
stakeholders, at both entity and Group level.
3.3.1. EMPLOYEES AND THEIR REPRESENTATIVES
Human resources and CSR policies are built on regular
dialogue with employees and their representatives. The
Group conducts many initiatives in favour of social dialogue,
and works to establish tools for listening to and exchanging
with employees. Many agreements are signed each year with
representative trade union organisations. These programmes
and tools are described in section 3.5.1.3.
Embracing this concept, Management and the representative
trade unions decided to implement a Casino CSR agreement
in France in 2014. A third agreement was negotiated in
2020 and signed for the 2021-2023 period. In Brazil,
GPA conducts many initiatives in favour of social dialogue
and maintains good relations with various trade unions,
negotiating collective bargaining agreements with 170 trade
unions which cover all employees. Assaí’s employees are
covered by a collective agreement or collective bargaining
agreement. In Colombia, Éxito has had three collective
bargaining agreements since 2020 and a collective
bargaining agreement on the working conditions for all
employees.
Employee engagement and opinion surveys are also carried
out regularly by the subsidiaries to gauge employees’
expectations. For example, Monoprix renewed its
engagement survey in 2021, with a participation rate of
78% and a quality of life at work indicator of 71%. Launched
in 2020, the “Casino Acting for the Planet” (Casino Agissons
pour la Planète – CAP) programme enabled employees of
Casino stores (hypermarkets and supermarkets) to express
their CSR expectations and communicate on the initiatives
in place. This programme provided a first assessment
of its three pillars, “CAP-able of acting for the climate”,
“CAP-able of eating better” and “CAP-able of standing
together”, along with the ten commitments. Indicators
were defined to monitor programme implementation, and
the results were shared on social media. Two years after
the launch of this CAP programme, Casino banners were
awarded the Enseigne Responsable label from Le Collectif
Génération Responsable. Aligned with ISO 26000 and
in accordance with the Sustainable Development Goals
(SDGs), this label assesses Company performance compared
with a performance benchmark based on seven themes:
governance, human rights, labour relations and conditions,
environment, fair business practices, consumer issues, and
communities and local development.
In South America, Éxito conducted an employee work
environment survey in 2022, with a participation rate of
98%. In Brazil, GPA and Assaí conducts an annual employee
engagement survey called Fale na Boa! In 2022, 85.7% of
GPA employees participated and achieved a score of 7.9/10
in 2022 compared to 7.6/10 in 2021 (up 0.3 points). This
edition focused on diversity and sustainability, with the
highest performance in the other categories, obtaining
a score of 8.6 (versus 8.3 in 2021). GPA used the e-NPS
(Employee Net Promoter Score) methodology for the second
time to measure employee satisfaction.
232
3.3.2. CUSTOMERS
Aimed at being in tune with customers and their
expectations, the Group’s policy for improving customer
service promotes quality dialogue based on the following
tools, broken down by banner:
● A dedicated organisation: each Group banner has a
customer service centre open 24/7 by telephone (at a
toll-free number), post or the Internet, where customers
can obtain information on stores and products, and
have their questions answered. In France, at Casino, a
“Customer Culture” department was set up in 2020 to
build a stronger relationship with banner customers.
In Brazil, GPA’s Innovation and Marketing department
centralises customer requests through its customer
satisfaction service. Assaí created its own customer service
with a dedicated programme, a multi-channel service
and the implementation of a virtual assistant to handle
customer requests by telephone.
● Regular training programmes in customer satisfaction
and listening to customers.
● Social networks: Casino Group and its banners have accounts
on the various social networks to allow them to interact with
their customers and answer their questions in real time.
● Satisfaction surveys and questionnaires in all the Group’s
banners. In France, all of the banners carry out customer
surveys and organise store visits by specialised service
providers. The questionnaires address a wide variety of
issues that affect customer satisfaction, including store
cleanliness, store traffic, website ease of use, service quality
(staff friendliness, check-out times), range of products on
offer (including fruit and vegetables) and the quality of
available services (delivery, payment, customer service, etc.).
Measured in all Group entities, customer satisfaction is
monitored and analysed. For example, the new Customer
Culture department measures customer satisfaction at
Casino banners via three channels: the Cmax mobile
app, post-purchase emails sent to regular customers, and
in-store displays for occasional customers. The customer
experience is measured using the Net Promoter Score (NPS).
For in-store purchases, Franprix customer satisfaction is
measured via a post-purchase email sent to store customers
on loyalty programmes and, for all customers, via a QR
code displayed in the store and on the purchase receipt.
For online purchases, customers can rate their satisfaction
with the order experience via the billing email and the
Franprix website or app. In Colombia, Éxito also uses
NPS to measure customer satisfaction along with other
indicators such as the Customer Effort Score (CES) and
the Net Satisfaction Index (INS). In addition, the banner
carries out customer surveys in stores and online surveys.
In Brazil, GPA uses quantitative (e.g., NPS) and qualitative
tools. GPA regularly wins awards for the quality of its
customer relations. In 2021, it won the “CONAREC” prize
in the online retail category. Assaí was awarded the first
Reclame Aqui prize in 2022, in the Supermarkets and
Wholesalers category, and the first “Companies that respect
consumers most” prize, in the Wholesalers category, from
Consumidor Moderno.
● Reports are prepared and forwarded to the relevant
departments (purchasing, marketing, stores, etc.) so that
corrective and preventive initiatives can be implemented.
● Loyalty programmes: the Group’s banners have established
loyalty programmes to improve customers’ satisfaction
and monitor their needs. They are a key tool in meeting
expectations, giving loyal customers access to preferential
offers tailored to their shopping habits. Casino banners
launched the Cmax loyalty programme. And in Colombia,
the Éxito programme had more than six million members
in 2022.
This system serves to monitor and measure customer
satisfaction and to adapt products, services and store
formats to expectations. For example, the Group is
developing new concepts with Casino#ToutPrès, its range
of plant-based protein products, the Nutri-Score with
60% of Casino products assigned A, B or C, and lines of
low-salt products.
● Policies relating to ethics, animal welfare and the
environmental impact of products are also of interest
to consumers, mirroring the policies developed by the
Group (see section 3.5.3).
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
(iii) With production chains: the Group has forged more
than 200 long-term partnerships with farm cooperatives
and farm produce production chains. It has notably
created a “Charolaise Label Rouge” production chain
for beef and an organic chicken production chain
with farmers in Mayenne through a five-year contract,
with guaranteed production volumes. The Group has
also continued to develop a specific supply chain for
free-range eggs produced in France. The eggs are laid
by free-range hens raised on feed that is 100% made
in France and free from GMOs and antibiotics. Since
2020, the Group was the first French retailer to only sell
cage-free eggs across all its private-label and national
brands. It also signed a charter entitled “Closer to you
and your tastes” (“Plus près de chez vous et de vos goûts”)
with the French Ministry of Agriculture to promote local,
agricultural products in its stores.
(iv) With start-ups: in 2019, the Group set up its internal
incubator, Services for Equity (SFE), which supports
innovative food-tech start-ups in their development
within the Group and externally. Since its launch, seven
start-ups have been brought on board. The most recent
company supported won a SIAL d’Or award at the SIAL
Innovation 2022 awards in Paris.
In South America, Éxito supports local producers by forging
partnerships with well-known NGOs and non-profits and
by purchasing directly from local Colombian producers.
Accordingly, nearly 90% of fruit and vegetables sold by Éxito
are from Colombia and from around 780 local producers.
Producers are offered a programme of technical assistance,
productivity improvements, delivery management and other
support, along with a pledge to buy their products at the
best possible price, which helps to drive local social and
economic development. For more than twenty years, GPA
has been supporting the “Caras do Brasil” programme to
promote the purchasing of products from small producers.
Since its launch, more than 100 small businesses have
participated in the programme. Products from the
programme are sold in more than 50 stores in Brazil and
on the brand’s e-commerce site.
3.3.3. SUPPLIERS
Since its inception, Casino Group has maintained close
relationships with its suppliers.
It engages in regular and constructive dialogue:
(i) With its suppliers of private-label products, including
SMEs. In France, Casino Group appointed a correspondent
for SMEs to streamline their dealings with the central
purchasing unit (Achats Marchandises Casino – AMC)
and banner teams (range of products and services,
supply chain, logistics). This person also acts as a first
point of contact in commercial disputes with all types
of manufacturers and organises contact with the Group
mediator. In addition, the SME correspondent works
with the Fédération des Entreprises et Entrepreneurs
de France (FEEF). A charter facilitating business relations
between FEEF-affiliated organisations and the Group’s
banners was renewed for three years (2023-2025) and
includes three new provisions concerning food retail
for SMEs. In 2022, Monoprix received the “Company
Support” FEEF d’Or award, which recognises sustainable
partnerships between SMEs and the retail sector.
Cdiscount signed the e-commerce charter, which
guarantees a balanced and transparent relationship
between, on one side, very small, small and medium-
sized enterprises and, on the other, online platforms.
- The banners support the “Engaged Entrepreneurs”
SME+ label developed by the FEEF to promote SMEs
to consumers by providing reassurance as to a product’s
origin and production and helping people to shop more
meaningfully. Promotions are also organised in Group
banners.
- The Group’s central purchasing units, in partnership
with suppliers, develop innovative products that meet
the expectations of consumers who are increasingly
concerned about their health and the impact of their
consumption behaviours on the environment.
- The Group’s Quality department regularly updates the
CSR commitments included in the specifications for
private-label products and organises meetings to explain
these commitments in detail, in particular with the FEEF.
(ii) With its main national brand suppliers in order to share
CSR objectives and priorities, and/or set up collaborative
projects. In 2020, the Group launched the “Carbon
Forum” with the aim of mobilising its main suppliers to
reduce the greenhouse gas emissions of the products
sold in its stores (see section 3.5.4.2) and sharing
best practices. It organises annual meetings with its
suppliers to present banners’ business strategies and
its expectations for suppliers. Taking a similar approach,
Cdiscount analyses the ESG performance of its main
suppliers and marketplace vendors.
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3.3.4. LOCAL AUTHORITIES
With an extensive network of stores throughout France,
in cities and rural areas, the Group contributes to the
development of the communities where it operates. The
banners’ business development teams, store and network
managers and the External Relations department maintain
ongoing dialogue with local authorities. The Group has
formats to suit the specific needs of all communities (Casino
Shop, Spar, Vival, Monoprix, etc.) and of local authorities
(in-store postal service, parcel pick-up and Amazon Lockers,
newsstands, collection of recyclables, etc.). Cdiscount has
a network of more than 24,000 pick-up points for small
products and 600 pick-up points for larger products,
including many points in rural areas. Working closely with
local authorities, Casino is helping rethink the balance
between city centre and suburban retailing. The Group
is taking part in the nationwide “Action Cœur de Ville”
programme and is a preferred partner in connecting public
and private sector actors with the aim of reinvigorating
city centres. The Group engages in dialogue with local
stakeholders when opening, developing or closing stores.
3.3.5. LOCAL COMMUNITIES
The Group interacts with local communities through the
work of its foundations in the areas of community outreach,
education and workforce integration (see section 3.5.2), as
well as through initiatives conducted locally by its stores.
● The stores in France organise several collections each
year for local non-profits. Monoprix, for example, supports
the Protection Civile teams in Paris through an annual
collection of hygiene kits. The banner also supports local
associations. For example, in 2022 it funded and distributed
3,300 winter coats and blankets for the homeless in Paris.
Cdiscount supports associations through donations of
returned items, co-branding campaigns and funding for
charity programmes.
● In South America, GPA and its “Instituto GPA” Foundation
support local communities in the vicinity of its stores
by rolling out programmes to foster employment and
encourage entrepreneurship among disadvantaged
people. The NATA programme, in partnership with Rio de
Janeiro State’s departments of education and agriculture,
offers baking and confectionery training courses in the
communities surrounding its stores to young people from
Rio de Janeiro’s favelas. In 2022, five NATA cohorts were
organised in partnership with three social organisations.
Instituto GPA offers programmes for women from local
communities who want to start their own business. In
Brazil, Assaí created its Foundation in 2022. Stores are
actively involved in supporting their local communities,
mainly through food donations and through programmes
that enable local populations to sell their products in
stores (Caras do Brazil at GPA for example). In Colombia,
Éxito supports local communities through its foundation
in the fight against malnutrition, which offers training
for parents to help families with young children in the
Cali Region and food donations. The Colombian banner
also developed the Pigmentos Urbanos programme, a
space where residents living near Éxito stores can come
together and strengthen social bonds.
The Group is committed to supporting food bank networks
in France and abroad, and contributes by organising
collections in its stores and supporting national collection
initiatives (see section 3.5.2.1).
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.3.6. PARTNER ORGANISATIONS (NGOS AND ASSOCIATIONS)
Casino Group takes part in the work of the Initiative for
Compliance and Sustainability (ICS), the Businesses for
Human Rights non-profit (Entreprises pour les Droits de
l’Homme – EDH), the Beef Commodity Working Group
of the Forest Positive Coalition backed by the Consumer
Goods Forum, the International Accord for Heath and
Safety in the Textile and Garment Industry, the Palm Oil
Transparency Coalition, the Soy Transparency Coalition, and
the Cerrado Manifesto Statement of Support. It is a partner
of the Earthworm Foundation, an NGO whose goal is to
transform supply chains to make them more sustainable
and to fight deforestation.
In France, the Group is a member of various specialist
non-profits such as the Global Compact France, Duralim,
Open Agri Food, the working parents obser vator y
(Observatoire de la Parentalité), the equal opportunity
education network (Réseau National des Entreprises au
Service de l’Égalité des Chances dans l’Éducation), the
Saint-Étienne-based eco-design and lifecycle management
unit (Pôle Éco-Conception et Management du Cycle de
Vie), retail association Perifem (Association technique du
Commerce et de la Distribution), and other environmental
bodies. In 2017, it entered into a partnership with three
animal protection organisations – LFDA, CIWF and OABA – to
contribute to the development of national labelling on
animal welfare standards in the poultry sector (see section
3.5.3.5). This partnership has helped to draw a baseline
setting minimum welfare standards throughout animals’
lives. The Group also supports several multi-stakeholder
initiatives, enabling multilateral dialogue with associations,
including France’s National Pact on Plastic Packaging,
the French Manifesto to Counter Soy-related Imported
Deforestation and the French Sustainable Cocoa Initiative.
It interacts with many other organisations and associations,
such as UN Women.
In South America, banners also foster dialogue with
stakeholders. In Brazil, GPA is a member of the Ethos
Institute, an industry CSR association, the AKATU institute
which organises awareness and mobilisation actions around
sustainable consumption, textile association ABVTEX
which works towards sustainability and decent working
conditions across the textile supply chain and the National
Pact to Eradicate Slave Labour (InPACTO). GPA engages
with GTFI, the working group dedicated to tracking indirect
suppliers in Brazil’s beef industry, and joined the multi-sector
movement Brazil Coalition Climate, Forests and Agriculture
to promote a new economic development model based
on zero-carbon principles. Assaí is also a member of many
associations including GTFI. In Colombia, Éxito interacts
with various national stakeholders including the National
Learning Service (SENA) and international bodies such
as TFA 2030, WWF, the Global Compact, the New York
Declaration on Forests, and the Consumer Goods Forum,
which it joined in 2007.
In 2022, the Group responded to various requests and
questionnaires from recognised NGOs, particularly on issues
of climate change, sustainable feed and plastic.
3.3.7. FINANCIAL AND NON-FINANCIAL COMMUNITY
The Group maintains regular dialogue with socially
responsible investment (SRI) players, including ratings
agencies and investment funds, by taking part in interviews
and providing information when requested. Every year, the
Group responds to several requests and questionnaires
relating to climate and nutrition issues, animal welfare,
the living wage, animal protein and corporate governance.
The Group gives priority to requests from the following
non-financial ratings and similar agencies: Moody’s ESG
Solutions, FTSE, S&P CSA, Sustainalytics, MSCI, and the
CDP ESG questionnaires – Climate & Forest, BBFAW, FAIRR.
236
3.4. ETHICS AND COMPLIANCE
Casino Group believes that acting with integrity, fairness
and honesty is crucial to sustainable performance. The
Group reaffirms its ethical principles with stakeholders in
the Group Ethics Charter and in the Supplier Ethics Charter.
Through its membership of the UN Global Compact since
2009, Casino Group affirms its commitment to preventing
and combating corruption and complying with principles
of transparency, good governance and more broadly with
national and international laws.
3.4.1. GROUP ETHICS COMMITTEE
The Group Ethics Committee was created by Casino Group
Senior Management to promote and communicate the
anti-corruption policy at the management level and in daily
practices across Casino Group. It reviews the foundational
texts, validates them and drives their implementation by
business units and corporate departments in all of Casino
Group’s areas of activity.
The Committee is made up of the Group Risks, Compliance
and Internal Control Director, who acts as Committee
Chairman, the Group General Secretary, the Group
Engagement and CSR Director, the Group Internal Audit
Director, the Group Employment Law Director, the Group
Internal Control Director and the Secretary of the Casino,
Guichard-Perrachon Board of Directors and the Ethics
Director.
The implementation of the compliance and anti-corruption
programme is the responsibility of Senior Management.
Each of the Group’s entities implements the Code of Ethics
and Conduct and rolls out its compliance programme in
accordance with the specific features of its activities and/
or geographical location, as well as applicable regulations,
while reporting to the Group’s Ethics Committee.
As part of their responsibilities, the Group Ethics Committee
and the Group Ethics Officer ensure the implementation
and proper functioning of an anti-corruption system in
accordance with legal requirements. They rely on the work
of the Risks, Compliance and Internal Control department
and the Internal Audit department. The Group Ethics
Officer reports to the Governance and Social Responsibility
Committee and the Group Audit Committee every six
months on the policies and action plans implemented.
3.4.2. CODE OF ETHICS AND CONDUCT
In addition to the Group Ethics Charter, a Code of Ethics
and Conduct, applied within Casino Group, lays down
the rules of conduct, principles and ethical obligations by
which all members of personnel must abide at all times
in their daily work.
Each employee is expected to act in strict compliance with
laws and regulations, to be fair and honest, and to behave
with exemplary professional ethics.
The Code of Ethics and Conduct sets out Casino Group’s
policy on business ethics and individual behaviour. It is
applicable to all employees, managers and Directors of
Casino Group companies. It describes the values that are
central to Casino Group’s culture: legal and regulatory
compliance, integrity, loyalty, transparency, honesty and
respect for others.
The Code, which illustrates these values using practical
examples, covers the following topics: prevention and
anti-corruption, policy on gifts and invitations, management
of conflicts of interest, use of intermediaries, relations with
public officials (including the prohibition of contributions
on behalf of Casino Group to election candidates, political
parties, organisations or other political entities), free
competition, confidentiality of information (including
protection of confidential or sensitive information and
prevention of insider trading), protection of personal data,
protection of the Group’s assets, accuracy and reliability of
financial information.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Casino Group condemns corruption in all its forms and works
steadfastly to ensure that its employees are committed to
upholding this principle. It has made a firm commitment
to comply strictly with anti-corruption regulations in France
and its host countries, to pursue a process of continuous
improvement in the identification and prevention of
corruption risks and to sanction improper or non-compliant
practices.
The values and rules are communicated to the Group’s
partners as part of its operations (service providers, suppliers,
customers, public authorities, temporary workers, etc.).
3.4.3. NETWORK OF ETHICS OFFICERS – PREVENTION
AND WHISTLEBLOWING
In 2017, Casino Group appointed a Risks, Compliance and
Internal Control Director, who also acts as Group Ethics
Officer and chairs the Group Ethics Committee. He is tasked
with applying Casino Group’s ethics framework, leading
the network of ethics officers established in each entity
in France, and interacting with international subsidiaries.
The network of ethics officers ensures that employees
understand Casino Group’s principles and values, responds
to questions, receives alerts, analyses and processes them,
ensures confidentiality and, depending on their materiality,
informs the Group Ethics Officer and the Group Ethics
Committee, respecting the anonymity of the whistleblowers
and the people being reported, in accordance with the
requirements of the Sapin II law.
Group employees may contact the network of ethics officers
by means of confidential and secure whistleblowing lines
if they have anything to report.
In Brazil, Colombia and Argentina, whistleblowing systems
for employees and external stakeholders are accessible 24/7.
Promoted via internal or external communication media,
they allow employees, customers, suppliers, shareholders
and third parties with business or contractual relationships
with the entity to report confidentially by email or phone
any acts that may be in violation of principles of integrity,
transparency, dignity or equality. Alerts submitted via these
channels are transcribed into reports, which are in turn
reviewed by the Ethics Committees of each of the entities
concerned.
Statistics on the number of alerts received and processed,
classified by type, are presented to the Governance and
Social Responsibility Committee and the Group Audit
Committee every six months.
3.4.4. MAPPING CORRUPTION RISKS
To comply with the provisions of the Sapin II law, Casino
Group developed and rolled out a bottom-up methodology
for mapping corruption and influence peddling risks. This
methodology has since been rolled out to all Group units
under the supervision of the Risks, Compliance and Internal
Control department.
By getting all its employees involved, Casino Group seeks
to identify areas of risk and situations in which employees
might feel uncomfortable, so that the Group can provide
them with tools to reduce their exposure to these risks.
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3.4.5. TRAINING AND AWARENESS
To develop a culture of ethics and transparency, Casino
Group deployed training and awareness-raising mechanisms
at all its subsidiaries.
In France, initiatives included:
● an in-person training session for each subsidiary’s Executive
Committee and Management Committee led by the
Group Ethics Officer, in the presence of the subsidiary
ethics officer;
● an in-person training session on the Preventing and
Fighting Corruption programme for employees among
the populations considered most vulnerable to the risk
of corruption, led by the Risks, Compliance and Internal
Control department, including the Group Ethics Officer;
● participation by the Ethics Officer in the Management
and Executive Committee meetings of his or her entity;
● awareness-raising for all employees by displaying
information on all administrative sites setting out the
principles of the Code of Ethics and Conduct, sending
out an explanatory brochure individually, and distributing
messages via intranets;
● online tutorials on the following topics:
- fight against corruption,
- procedure for reporting alerts,
- third-party referencing,
- management of conflicts of interest,
- gifts and invitations policy;
● the reinforcement of measures taken during the referencing
process of suppliers and the training of buyers in the
reinforced control expected of them;
● the presentation of results of Sapin II audits and corruption
risk mapping to the Executive and Management
Committees of the entities in question, in the presence
of the corresponding Ethics Officers.
In 2022, the programme of in-person sessions for employees
with the most exposure to this risk was restarted, with five
sessions held and 439 additional employees trained. The
Group stepped up the development of its digital training
programme with two new modules (Gifts and Invitations
and Conflicts of Interest) and urged employees to participate
in two mandatory modules “Preventing and Fighting
Corruption” and ““Procedure for Reporting Alerts”. By the
end of 2022, more than 8,500 employees had completed
the first module and more than 7,800 the second.
Internationally, the following initiatives have been
implemented:
● In Colombia, the Guardianes Grupo Éxito digital training
programme offered to all employees includes three modules
on integrity: “Proteccion de Datos Personales”, “Prevencion
Lavado de Activos y Financiacion del Terrorismo” and
“Programa de Transparencia”;
● In Brazil, GPA and Assaí are organising training sessions
as part of their anti-corruption system. The digital training
is designed for all employees and the in-person training
for managers, department heads and other employees
most at risk;
● In Argentina, a training programme and a digital platform
are used to train employees on the Company’s integrity
programme;
● In Uruguay, the training programme rolled out to support
the operational launch of the whistleblowing line was
expanded with new topics on integrity and the fight
against corruption.
The assessment of the effectiveness of these mechanisms is
recorded in the internal audit plan depending on the entity.
3.4.6. OTHER INITIATIVES IN THE COMPLIANCE PROGRAMME
In 2022, a new digital platform for reporting conflicts of
interest, gifts and invitations went into operation at all of
the Group’s French business units.
Moreover, the procedure for recording alerts was updated
to align with changes in French regulations (i.e., law
No. 2022-401 of 21 March 2022, known as the Waserman
Law, to improve protection for whistleblowers, and decree
No. 2022-1284 of 3 October 2022 on the procedures for
collecting and processing whistleblower reports) as a result
of the transposition of European Directive 2019/1937
passed to enhance the whistleblower protections. Casino
Group’s Code of Ethics and Conduct and the internal rules
of the subsidiaries were also updated.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.4.7. RESPONSIBLE LOBBYING
Casino Group, through the External Relations department,
lobbies in order to consult, discuss with and inform elected
officials involved in drafting legislation, and participates in
the work of the various bodies that represent its sectors. It
nurtures regular and open dialogue, which helps to build
public policy.
It responds to requests for information from the ministries
concerned by its activities and for testimony in parliamentary
hearings as required. The Group acts in accordance with
the OECD Principles for Transparency and Integrity in
Lobbying, and in line with the commitments set out in its
Ethics Charter. As such, it ensures compliance with national
and international standards, laws and principles, including
the fight against corruption.
In accordance with legal requirements, the Group reports
to the French High Authority for the Transparency of Public
Life (HATVP) on its activities with national public officials and
the sums set aside for representing its interests. It declares
its activities as an interest representative on the European
Commission’s Transparency Register. It is a member or
partner of professional associations in its various business
segments (retailing, logistics, distance selling, solar power
generation, etc.), as well as associations of local elected
officials, with whom it interacts on topics of general interest
(the revitalisation of town centres in particular).
The External Relations department provides advice to store
managers and developers of the Group’s banners on their
relations with elected officials, notably to remind them of
the ethical rules governing relations with local authorities
and decentralised public services.
The External Relations department assists employees in the
various Group departments and entities in their interactions
with public authorities.
3.4.8. TAX TRANSPARENCY
Casino Group’s tax policy is implemented by a dedicated
team with access to all resources, in terms of both training
and documentation, necessary to (i) take into account
changes to the law and (ii) support operating teams in
France and abroad.
● cooperating in full transparency with the tax authorities.
Casino Group maintains open, constructive relationships
with the various administrative authorities, legislative
bodies and courts in charge of performing tax audits,
updating standards and settling disputes.
This policy is based on the following focuses and
commitments:
● complying with all national tax legislation and paying all
taxes due in all host countries in a timely manner;
● avoiding aggressive tax schemes aimed at evading taxes
or transferring profits to countries with preferential tax
regimes;
With regard to tax transparency, the Group complies with
the recommendations of the Organisation for Economic
Cooperation and Development (OECD), notably with regard
to intragroup transactions, and does not use structures
located in “non-cooperative” tax jurisdictions as defined
by regulations. The Group also complies with the OECD
recommendations aimed at combating base erosion and
profit shifting.
The Group’s tax policy has been made public and is available
on its corporate website (www.groupe-casino.fr/en).
240
3.4.9. PERSONAL DATA PROTECTION
In the normal course of business, Casino’s banners process
the personal data of their customers, employees, partners
and suppliers. Protecting their data and upholding personal
data rights are key challenges for the Group.
Accordingly, the Group banners in question comply with
applicable regulations governing personal data protection,
namely the General Data Protection Regulation (GDPR) in
Europe and the Data Protection Law in France.
The Group’s main compliance initiatives involve:
● appointing Data Protection Officers (DPOs) at the banners
concerned as well as data protection correspondents or
dedicated support functions;
● monitoring initiatives and data protection matters through
a Data Committee made up of Group management
representatives;
● creating and maintaining a record of processing activities
by the data controller and data processor;
● establishing a training programme and awareness
campaigns for employees;
● promoting personal data management policies and
procedures as applicable to customers, employees and
suppliers;
● reviewing contractual commitments and guarantees on
security measures implemented with or by the Group’s
partners;
● conducting Data Protection Impact Assessments (DPIA);
● implementing organisational and technical security
measures to ensure a level of security appropriate to the risk;
● ensuring the technical and legal security of personal data
transfers outside of the European Union;
● interacting with relevant data protection authorities
and/or with the persons concerned, particularly in the
event of data subject rights requests or the need to send
notifications concerning data breaches;
● organising internal controls and compliance audits of
personal data processing systems in place.
For more information, see Chapters 4 and 5.
3.4.10. INFORMATION SYSTEMS SECURITY
Casino Group ensures strict compliance with regulations
concerning information systems security. Particular attention
is paid to protecting personal data, as required by the GDPR
in particular, and the organisational and technical security
measures needed for processing such data.
The Group manages a large scope of data concerning
its customers, suppliers and the employees of its various
banners. Through its subsidiary RelevanC, it also monetises
information related to personal data processing. Managing
the data securely is therefore essential.
The risk related to cybersecurity incidents is identified as a
major risk by the Group and is monitored by a governance
system designed to address the relevant challenges:
● an Information Systems Security department serving the
entire Group manages security matters. This department
optimises synergies in solutions and services and ensures
homogeneous management and centralised reporting;
● Information systems security is monitored by Senior
Management, giving rise to two annual presentations to
the Executive Committee and one to the Audit Committee;
● a Data Committee, which meets twice per quarter, is in
charge of following all matters related to personal data;
● a specific cybersecurity governance system was rolled out
at all subsidiaries to enable consistent and centralised
tracking.
The Group applies the related policies based on the
principle of continuous improvement. Recurring analyses
on penetration tests and automatic reports from tools
covering the entire scope are used to define and implement
action plans.
In addition, the Group has an insurance policy covering
cybersecurity risks.
The purchase of this policy implies that the Group can justify
the implementation of several essential services:
● “Threat Intelligence” to monitor the web and the dark net;
● Security Operations Centers (SOC) to detect malicious
activity within the Group’s infrastructures;
● Computer Emergency Response Teams (CERT) deployed
to run expert analyses and take remedial action in the
event of incidents.
The Group draws on the expertise of market leaders in
cybersecurity for these services, as well as for any other
highly sensitive issues, to guarantee the highest cybersecurity
standards.
For more information, see Chapters 4 and 5.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.5. POLICIES AND INITIATIVES IN PLACE
3.5.1. CASINO GROUP, A COMMITTED EMPLOYER
In ever y host countr y, Casino Group develops and
implements innovative human resources and management
policies that are sensitive to local cultures. These policies
are designed to:
● combat discrimination and support equal opportunity;
● promote gender equality;
● foster constructive and innovative social dialogue;
● protect employee health, safety and well-being at work;
● support employees’ professional development by
encouraging caring management practices and nurturing
talent;
● implement a fair and progressive compensation and
benefits policy.
Each unit’s human resources department is responsible
for defining its policies in line with the core principles
laid down by Group Human Resources, which are based
on i) developing a shared culture of business, social and
environmental performance; ii) creating synergies and
deploying tools to improve human resources management;
and iii) respecting the unique identity and culture of every
subsidiary. The Group is a major employer in most of its
host countries, particularly in France, Brazil and Colombia.
Casino Group has 208,254 employees, 51% of whom are
women. 24% of employees are based in France and 76%
in South America.
Workforce by country
Workforce by age
W
17%
Colombia
5%
e b
Argentina
y c
and Uruguay
o
24%
France
o
r
k14%
Over 50
48%
Workforce
aged 30
to 50
38%
Under 30
54%
Brazil
49%
Men
Workforce by gender
o
r
k
f
o
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The vast majority (95%) of Casino Group employees have
been hired under permanent contracts. Fixed-term contracts
are used primarily to replace staff on leave or to support
in-store teams during peak seasonal periods. Full-time
employees account for 86% of Group employees.
Trends in the Group’s business enabled more than 103,200
people to be hired on permanent or fixed-term contracts in
2022, of which more than 57% on permanent contracts.
Separations due to corporate reorganisations are the subject
of extensive negotiations with employee representatives
and are accompanied by a wide range of placement and
support measures.
The Group’s turnover rate was 33% in 2022, with differences
between entities reflecting specific local contexts.
51%
Women
Organisation of working hours
Casino is committed to respecting each employee’s working
hours, rest periods and regular holidays. Measures have
been taken to address issues arising from atypical working
hours (weekends, on-call) or specific needs (people with
disabilities, for example) and to meet employee expectations
for a more satisfying work-life balance.
Permanent/fixed-term workforce
Permanent/fixed-term workforce
France/Latin America
FRANCE
94%
Permanent
6%
Fixed-
term
5%
Fixed-
term
95%
Permanent
LATIN
AMERICA
95%
Permanent
Full-time/part-time workforce
Full-time/part-time workforce
France/Latin America
23%
Part time
11%
Part time
86%
Full time
FRANCE
77%
Full time
LATIN
AMERICA
89%
Full time
5%
Fixed-
term
14%
Part
time
Employee working hours comply with the local host-country
legislation applicable to each unit. In addition, initiatives
have been deployed concerning:
● part-time working: although most employees hold full-time
contracts, the Group has undertaken in France to give
priority to part-time employees when filling a new full-time
position. Since 2012, a voluntary system has enabled
more than 3,600 people to switch from a part-time to
a full-time contract;
● the issues involved in atypical working hours, such as
night work, weekend work, inter-shift breaks (maximum
number allowed), on-call or stand-by hours, etc. In France,
Sunday work is governed by agreements negotiated with
employee representatives, which reaffirm the Group’s
commitment to ensuring that employees working regular
Sunday hours do so on a voluntary basis and are paid at
an overtime rate. In addition, these agreements exceed
the standards set in the industry-wide labour agreements
for daily working hours, inter-shift breaks and minimum
part-time working hours.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Internationally, through internal policies or collective
agreements, the subsidiaries also manage the organisation
of working hours, the associated rules and the systems
designed to compensate atypical hours with measures
including payment for transport and meals, and rotating
employee shifts on a voluntary basis.
Systems are in place to track and verify working hours.
For example, every Éxito warehouse has been equipped
with a biometric time clock, accessible to employee
representatives and union delegates, and entities have
a dedicated system that employees can use to report
problems with working hours or workload issues;
● issues arising from specific needs, for example with regard
to employees with disabilities and family caregivers. In
2011, the Group introduced an initiative to support and
assist employees acting as caregivers to a frail or highly
dependent family member or loved one and in 2012, it
implemented family caregiver leave that allows employees,
under certain conditions, to take up to 12 working days
of paid leave per year to care for a loved one with a
disability or long-term illness. Since the programme began,
530 caregiver employees have benefited from more than
5,400 days of leave donated by 1,200 employees, with
top-up by the company. In 2022, for National Caregivers’
Day in France, a new handbook on how to balance work
with family caregiving was published. This outlines the
employee caregiver support systems available within
the company;
● the work-life balance expectations of employees, particularly
consideration for their service to the community and
measures to develop support for employees that are
parents. These measures are described in section 3.5.1.3.
3.5.1.1. Promoting diversity
and equal opportunity
Casino Group has been committed to combating all forms
of discrimination since 1993. Convinced that diversity is a
driver of business performance, it is pursuing an assertive
commitment to hiring people from diverse backgrounds
via non-discriminatory procedures, promoting equal
opportunity at every level and in all business processes.
3.5.1.1.1. Combating discrimination
and stereotypes
This commitment is based on several action principles,
including fighting the stereotypes and prejudices that
underpin discrimination, building policies jointly with
representative employee organisations, addressing all
areas of discrimination and measuring the effectiveness
of initiatives.
In 2009, Casino Group was the first retailer to earn France’s
Diversity Label, awarded by Afnor Certification to the Casino
banners. The goal of the award is to prevent discrimination
in human resources procedures and honour companies
that are leading the way in promoting diversity. Since the
initial award, Casino’s Diversity Label has been renewed
every four years based on the findings of further audits.
In France, the Casino banners and central services received
dual recognition in 2019 when their Diversity Label and
Workplace Equality Label were both renewed, following
another audit by the Association française de normalisation
(Afnor). The allocation of these labels was also extended
to Monoprix banners and central services from 2016 and
2019. In September 2022, the Group was audited again
and re-certified, with the audit scope extending to all its
entities in France, including Franprix and Cnova (Cdiscount).
Led by the Group Human Resources department, these
policies are deployed in every unit across the Group.
■ Commitment
The Group has pledged above all to fight discrimination
based on national or ethnic origin, social background,
gender, disability, age, sexual orientation, religious affiliation,
union membership or physical appearance. It actively fights
discrimination on the 25 criteria defined by French law
and has been combating discrimination and promoting
diversity at Group level for almost 30 years. At the fifteenth
anniversary of the French Association of Diversity Managers
(AFMD), in December 2022, Casino Group earned the AFMD
Gold Award for Mobilisation, in recognition of determination,
capability and success in employee empowerment.
Each entity across the Group has defined its own diversity
policy, informed by the Group’s core commitments.
● In France, the Group is a signatory of the Diversity Charter.
Casino and Monoprix hold the Diversity and Equality Label
awarded by Afnor, demonstrating their commitment
and the quality of their actions. The units also express
their commitment through agreements negotiated
with employee representatives. In 2017, for example,
Monoprix signed a three-year diversity and quality of
worklife agreement which was renewed in 2020. Cdiscount
is recognised as a leader in diversity and inclusion, as
evidenced by its inclusion in the Financial Times Diversity
Leaders ranking for the fourth time (139th out of 850
in 2022).
244
● In South America, Éxito has formalised a diversity and
integration policy and related objectives approved by Senior
Management and monitored by a diversity committee.
Éxito joined the Chamber of Commerce LGBTI Charter
in 2021. Under its Diversity Charter and diversity policy,
in 2015 GPA in Brazil brought in initiatives across all its
subsidiaries in the five priority areas of disability, generational
diversity, origin, gender equality in the workplace and
respect for LGBTQIA+ rights. GPA published its new Diversity,
Inclusion and Human Rights Policy, steered by a specific
committee, in early 2020, followed by Assaí in 2021. GPA
is continuing to uphold its commitments to the Business
Coalition for Racial and Gender Equality, the Business
Coalition to End Violence against Women and Girls, the
Women’s Movement 360 (MM360), the Unstereotype
Alliance, the Women’s Empowerment Principles (WEP)
and the Air Movement. GPA has set up various employee
networks on diversity (such as GPA Pride and GPA for Gender
Equality), and runs a Diversity Week. Similarly, Assaí has set
up its own wide-reaching diversity programme, running
an annual diversity week, fielding diversity ambassadors,
and publishing an anti-racism handbook.
In France, Casino Group was one of the first signatories to
the LGBT+ Commitment Charter issued by L’Autre Cercle,
a French non-profit that promotes an inclusive workplace
for LGBT+ professionals. Commitment to the charter was
renewed in 2022 on its tenth anniversary. In Brazil, GPA has
signed the “10 Corporate Commitments for LGBTI+ Rights”
to ensure equal rights and treatment for all employees
regardless of their sexual orientation. Assaí has joined the
LGBT Business and Rights Forum initiative.
■ Organisation
Each subsidiar y’s human resources department is
responsible for promoting diversity in all its forms, calling
on internal and external experts.
● In France, this primarily involves a Diversity, Equality and
Inclusion department and a network of diversity outreach
correspondents and experts. Policy implementation comes
under the responsibility of the Diversity, Equality and
Inclusion Director, reporting to the CSR and Engagement
department. The policy is steered by the Diversity Committee,
which is made up of seven employee representatives and
seven senior executives.
● In Colombia, the policy’s implementation is driven by two
dedicated committees. One committee comprises the
Senior Management sponsors, while the other committee
is responsible for operational deployment. This second
committee is also tasked with ensuring gender equality
and fairness, in compliance with “Equipares” equity
certification standards.
● In Brazil, GPA’s Human Resources department implements
various action plans and control procedures in collaboration
with each banner’s management team. It also receives
support from committees, notably the LGBTQIA+ Pride
Committee and the Madiba Committee, which fights
racism. These committees are made up of employees
and interact with human resources departments to draft
action plans.
■ Action plans
● Awareness and training
The banners are committed to (i) raising awareness and
training managers and employees to uphold and promote
the application of the principle of non-discrimination in
all its forms and at every stage of the human resources
management process, particularly hiring, training, promotion
and career development, (ii) reflect all of society’s cultural
diversity across the entire workforce, (iii) inform every
employee of this commitment to non-discrimination and
diversity, and (iv) inform them of its outcomes.
To bolster workforce take-up on promoting diversity and
combating all forms of discrimination, in April 2021
employees in France were issued a handbook setting out
the Group’s commitment on promoting diversity. A similar
handbook sets out the Group’s commitments on gender
equality, along with the challenges involved and the actions
taken to meet them.
In addition to these two handbooks, employees have access
to several others, including:
● “Managing Religious Diversity in the Workplace”;
● “Changing our Perception of Young People”;
● “Physical Appearance: Deconstructing Stereotypes,
Overcoming Prejudice”;
● “Sexual Orientation and Gender Identity: Best Practices
in the Workplace”;
● “Gender Equality in the Workplace: Combating Everyday
Sexism”;
● “Disabilities in the Workplace: Fighting Stereotypes,
Supporting Jobs for People with Disabilities”;
● “Understanding and Promoting Generational Diversity
in the Workplace”.
Diversity awareness campaigns are organised within the
Group’s entities. To this end:
● Since 2015, Cdiscount has organised an annual awareness
and information week for its employees on diversity-
related topics. Training modules relating to diversity and
non-discrimination have also been rolled out annually
since then.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
● GPA and Assaí organise an annual Diversity Week featuring
a wide variety of training sessions, conferences, debates,
surveys and other events addressing such issues as disability,
generational diversity, gender equality in the workplace
and respect for the rights of LGBTQIA+ people. Since
2021, the event has been entirely digital and accessible
to all employees.
● Grupo Éxito is rolling out the “Diversity that Unites Us”
programme to train employees to comply with Colombia’s
anti-discrimination legislation.
● Responsible hiring
Non-discriminatory hiring methods and systems have been
widely deployed across the Group.
● A non-discriminatory hiring course has been deployed in
France for human resources teams, store managers and
other people likely to be involved in the hiring process, with
the aim of training all people concerned. Internationally,
training is also offered to people involved in hiring.
● New, non-discriminatory recruitment methods are also
used by Group banners, such as the simulation (role-play)
recruitment method (SRM) used by Casino when opening
new stores. These methods facilitate hiring based on
the applicant’s aptitudes, regardless of their educational
background, by putting them in real-life situations (public
speaking, debates, business games, etc.). In Latin America,
GPA has been using anonymous CVs in recent years to
avoid any unconscious bias that could influence the choice
of applicants.
● The Group’s recruitment teams also use highly diversified
sourcing channels and have participated in more than
40 job forums and meetings with staffing agencies such
as local employment offices and Second Chance Schools.
■ Commitment control
The implementation of commitments is checked during
the interim and renewal audits for AFNOR Diversity and
Professional Equality certification. This includes the Casino
and Monoprix banners and central services.
Tools for monitoring the proper application of the policies
defined are also in place, such as testing on discrimination
based on ethnic origin, carried out with a third-party
organisation for the last time in 2016, and now conducted
by the government for SBF 120 companies, and the survey
of perceptions of equal opportunities and diversity, in place
since 2017 at Casino and Monoprix and conducted by a
specialised external firm (Kantar TNS-Sofres). The inaugural
survey revealed a very good perception of the Group’s
commitment to diversity (87% of respondents) and a high
score for the equal opportunities climate (6/10, versus
a nationwide average of 3.9/10). It also confirmed that
diversity is a factor in hiring within Casino Group (90% of
employees surveyed agree that there is no discrimination in
hiring). The survey was repeated among 9,970 employees
in 2020, with a response rate of 21%. The results confirmed
the very good perception of the Group’s commitment to
diversity, with a high score for the equal opportunity climate
index (nine out of ten employees feel they work in an equal
opportunity climate). Age is still perceived as the main
possible criterion of discrimination for 35% of respondents;
corrective action continues in that area, including guidelines
and e-learning modules.
Lastly, a number of the Group’s entities have discrimination
counselling and advice units offering the possibility for all
employees to blow the whistle, on a confidential basis,
whenever they experience or witness actual or perceived
discrimination. In Brazil, GPA and Assaí have provided a
mediation channel to employees, suppliers, contractors,
customers, institutions and partners to report any suspected
cases of non-compliance with the diversity, inclusion and
human rights principles promoted by the banners.
3.5.1.1.2. Acting for the integration
and retention of people
with disabilities
■ Commitment
Casino Group has been assertively engaged in hiring
and retaining people with disabilities since 1995, and
reaffirmed its commitment in October 2015 by signing
the International Labour Organization’s Global Business
and Disability Network Charter. In France, Casino Group
has also signed a manifesto for the inclusion of people with
disabilities in the workplace with the French Ministry for
Disabled People. In Latin America, GPA joined the Compact
for Inclusion of People with Disabilities in 2016, taking
up five commitments to promote the rights of people
with disabilities. Assaí is a member of the REIS Business
Network for Social Inclusion, an initiative that propagates
good practice in workplace inclusion to promote the
employability of people with disabilities.
In France, the Group defines commitments, action plans
and performance targets in this area, in particular in
a number of agreements with trade unions. In 2022,
Casino signed its ninth agreement with unions on the
employment of people with disabilities for the period
2023-2025. Monoprix signed its seventh agreement and
Cdiscount its third three-year agreement on disability.
Franprix negotiated its first agreement on disability with
unions in 2022. Three disability programmes run by the
CSR and Engagement department manage progress on
the three-year agreements and coordinate deployment of
the measures and actions involved.
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Each of the four agreements sets quantitative targets on
recruitment and internships, and specifies funding for
measures to ensure continuing employment for people
faced with disability or other health issues during their
career span.
Aiming for people with disabilities to account for 4.5% of its
headcount worldwide by 2025, Casino Group is stepping
up actions in Group companies with low inclusion ratios.
■ Action plans
Action plans have been deployed across the Group by
the human resources departments, with three underlying
objectives:
● Hire people with disabilities
Measures taken by the banners to reach their targets on
recruitment of people with disabilities include partnerships
with specialist organisations and specially adapted
onboarding trajectories that accommodate individual needs.
● In France, the Group’s banners work with a network
of specialised partners (Cap Emploi, AGEFIPH, Centre
de Réadaptation Professionnel, etc.) and take part in
specialised face-to-face or virtual forums (Forum Emploi
Handicap, HandiAgora, Talents Handicap, Hello Handicap,
etc.). The banners also rely on their partnerships with
France’s leading business schools to attract talented
people for internships and/or work-study programmes.
● In South America, GPA has put in place a wide variety of
initiatives to facilitate the hiring of people with disabilities,
including a programme and a dedicated team to track
and analyse the difficulties faced by employees in the
onboarding process and in their jobs. With a human
resources policy that places priority on the inclusion of
people with disabilities, Assaí achieves a proportion of more
than 5% of people with disabilities on the workforce. It is a
member of the Business Network for Social Inclusion, which
promotes the employment of people with disabilities. As
part of its Disability Inclusion Programme, Assaí is working
with a specialised consultancy to deploy initiatives for
employees with autism spectrum disorders (ASDs). Éxito
is pursuing its commitment to supporting people with
disabilities, in particular with the use of sign language
interpreters for the hearing impaired during training
programmes and corporate events. A special programme
has also been developed to greet and assist hearing-
impaired shoppers.
The Group’s entities are also developing partnerships with
companies in the protected sector employing people with
disabilities.
● Educate and raise awareness
In 2018, Casino Group produced a specific handbook and
circulated it among employees.
● In France, a number of employee awareness-raising and
training initiatives have been established throughout
the Group, particularly to mark the European Disability
Employment Week, with activities, online games, quizzes,
conferences and workshops to help raise awareness of
all forms of disability. Handbooks have been issued to
Group managers and employees to help them integrate
people with disabilities. Training modules are in place for
recruitment teams and other stakeholders. They include
“Overcoming Disability” and two online courses deployed
by Casino and Franprix: “Non-Discriminatory Hiring”,
which covers disabilities, and “Making Every Shopper Feel
Welcome”, which facilitates store access and improves the
shopping experience for people with motor, sight, hearing,
mental or psychological impairments. For the past four
years, the Group has also been participating in DuoDay,
which in 2022 allowed 49 duos combining people with
disabilities and volunteer professionals to be trained.
● In South America, Éxito and GPA are conducting diversity
sensitivity courses that address issues involved in the
inclusion and development of people with disabilities.
● Allow people with disabilities to stay
in employment throughout their working lives
The Group is committed to retaining employees who
suffer illness during their careers by deploying technical,
organisational or technological solutions to realign their
jobs or workstations, conducting ergonomics studies and
acquiring specially adapted equipment and systems.
Support for employees with disabilities may also involve
financing for professional assessments and training to help
them achieve their career transition plans.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
For several years now, the Group has been taking a number
of measures to support and accommodate customers with
disabilities:
● implementation since 2015 of a scheduled plan to achieve
accessibility compliance in stores, and completion of
phased works to improve the accessibility of sites open
to the public;
● provision of a public accessibility register, to inform users
of sites open to the public on the actions taken to make
services accessible to all;
● training for employees on serving customers with disabilities;
● measures to make call centres and telephone numbers for
sites open to the public accessible to deaf, hard-of-hearing,
deaf-blind and aphasic users.
Two further measures were introduced in 2022:
● "quiet hours" in Casino stores, providing a calmer shopping
environment (less light and noise) for people with autism
spectrum disorders (ASD) and other customers;
● an employee training course on "Welcoming our deaf and
hard-of-hearing customers", with a short introduction to
French sign language.
Cause-related marketing campaigns are also organised to
enhance shopper awareness. In France, Casino has been
conducting campaigns for several years to support the
non-profit organisation Handi’chiens.
■ Performance
The Group measures the performance of its policies in favour
of people with disabilities by monitoring the share of the
workforce concerned. It has 9,133 employees classified as
having a disability working under permanent or fixed-term
contracts, representing 4.4% of the headcount, compared
with 4.2% in 2021 and 3.0% in 2015.
See Group performance indicators in section 3.6.
Proportion of people with disabilities
on the workforce
3.5.1.1.3. Acting to improve age diversity
and support intergenerational
management
The 2020 Equal Opportunity and Diversity Perception Survey
found age discrimination to be employees’ primary concern.
This finding prompted the implantation of an action plan
with the support of Les Entreprises pour la Cité (LEPC).
■ Commitment and action plans
As part of its commitment to breaking down the barriers
to entry into the job market for young people, the Group
has undertaken to:
● Develop work/study programmes and offer young
people initial job experience
Programmes to facilitate the hiring and integration of work/
study trainees have been introduced in every unit.
● In France, Casino has been running an annual Work/Study
Celebration Day since 2011. Each year, the event brings
together mentors and work/study trainees, ranging from
vocational trade certificates (CAP) to Master’s degree.
● In South America, Éxito, Libertad and GPA partner with
national apprenticeship organisations (schools, universities,
SENAC, CIEE, Isbet, Via de Acesso and SENAC in Brazil,
SENA in Colombia) and participate in a wide range of job
fairs. GPA runs the Jovem Aprendiz programme, with a
team specifically assigned to facilitating recruitment and
onboarding of young apprentices, and Assaí has set up
a similar programme.
● Facilitate student guidance and integration
The Group works very closely with schools and educational
organisations to promote its jobs and diversify its sources of
new hiring. Casino Group’s recruitment teams took part in
80 initiatives on employment opportunity and recruitment
of young people in 2022, with information sessions on
different jobs, store visits, school visits, recruitment sessions
and help in preparing résumés and cover letters.
● Combat stereotypes
2025
objective
2022
2021
2015
4.5%
4.4%
4.2%
Two handbooks, “Changing our Perception of Young People”;
and “Understanding and Promoting Generational Diversity
in the Workplace” are available to all Casino employees to
help them understand preconceptions about young people
and encourage intergenerational dialogue. They aim to
break down stereotypes and set out the proper managerial
attitudes and behaviour.
3.0%
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● Undertake specific initiatives to help young
people who are poorly qualified or from
underprivileged backgrounds
Casino Group has pledged to recruit within a store’s
immediate employment area and to promote local
employment. In 1993, it signed a national partnership
agreement with the French Ministry for Urban Development
(renewed in 2013), an agreement with local employment
agencies and the Businesses and Neighbourhoods Charter
sponsored by the Ministry for Urban Development.
In France, Casino, Monoprix and Cdiscount are implementing
agreements designed to deploy intergenerational initiatives,
such as training, mentoring and special support, for
young adults (under 26) and older employees. The Casino
transmission of knowledge agreement sets a minimum
percentage for the hiring of young people and older
employees, the retention of a given percentage of young
adults under 26 years of age and a dedicated orientation
programme called C Duo Génération, which assigns a
mentor to facilitate the integration of young employees, as
well as housing assistance for work/study trainees.
■ Performance
The Group employs 7,270 work-study students and
apprentices. In 2022, Casino recruited 1,438 people from
disadvantaged neighbourhoods in France, including 1,176
on fixed-term or permanent contracts and 262 interns and
work-study students
3.5.1.2. Fostering gender equality
in the workplace
Gender equality is one of the Group’s flagship commitments.
The increase in the number of women managers within the
Group is one of the two CSR criteria taken into account in
the variable compensation of executives in France.
Since 2002, the Group has sought to enhance the gender
diversity of its teams at every level of the organisation
through an assertive policy on gender equality across job
categories, career management, human resources processes
(compensation, access to training, hiring and promotion)
and parenthood. Casino Group was once again awarded the
Afnor Workplace Equality Label in 2019, for the Casino and
Monoprix banners. In September 2022, the entire Group
in France was audited with a view to renewing the labels
and extending them to Franprix and Cnova (Cdiscount).
The Board of Directors’ diversity policy is presented in
Chapter 5 of the Board of Directors’ report on corporate
governance (section 5.2.2).
■ Commitment
Casino Group has made a number of commitments to
external and internal stakeholders, and in particular has:
● pledged in 2016 to uphold the Women’s Empowerment
Principles (WEPs) developed by UN Women, thereby
strengthening its resolve and its initiatives aimed at
combating discrimination and promoting gender equality
in the workplace in France and Latin America; GPA and
Assaí have been WEPs signatories since 2017 and 2021,
respectively;
● signed the Gender Equality and Anti-Sexism Manifesto
issued by the Group’s La Fabrique women managers
network, created in 2011. In so doing, the members of the
Executive Committee and all the Management Committees
of the France units reaffirmed the Group’s determination to
lead the way in driving progress towards equal opportunity
and gender equality. The Manifesto is organised around
five priority objectives, supported by effective real-world
initiatives: Combat gender discrimination and sexism –
Guarantee equal opportunity for everyone throughout their
careers – Hire women – Support parenthood – Encourage
gender equality in the world.
In France, gender equality in the workplace is supported by
a number of agreements with employee representatives.
Casino signed a new Group collective agreement on
7 September 2021. In particular, it provides for (i) the
creation of a training module (the Si Elles programme) to
help break the glass ceiling restricting career development
opportunities for women; and (ii) sexism awareness training
for work-study and other interns, and their supervisors,
in partnership with the #BalanceTonStage initiative. In
2021, Franprix and Cdiscount also committed to specific
gender equality in the workplace agreements, including
commitments in the areas of hiring, equal access to training,
compensation, anti-sexism, hiring more women for certain
jobs, and parental leave.
In South America, the professional equality policy
is coordinated by an Inclusion and Gender Diversity
Sponsorship Committee. Éxito has earned the “Equipares”
label, gold level, introduced by the Colombian Ministry of
Labour with the support of the United Nations Development
Programme (UNDP) in recognition of the commitments
made and the initiatives carried out to promote gender
equality in the workplace. GPA’s gender equality policies
are led by the Diversity Committee, which in 2020 issued a
new “Diversity, Inclusion and Human Rights” policy setting
out GPA’s guidelines in this area. In 2018, male members
of the executive team signed the Manifesto for Equal
Opportunities and the Women’s Empowerment Principles
with UN Women Brazil.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
To steadily increase the proportion of women in managerial
positions, each subsidiary’s human resources department
tracks six strategic indicators (Diversity Scorecard), whose
performance outcomes are presented to the Governance
and CSR Committee every six months.
Casino Group is aiming for women to account for 45%
of total management (41% in 2022) and 40% of senior
executives by the end of 2025.
■ Action plans
The Group’s policy primarily aims to combat gender
stereotypes and promote gender diversity across the
organisation by:
● measuring progress to ensure effective action. The Group
Human Resources department has developed a Diversity
Scorecard to identify improvement avenues and priority
areas;
● raising awareness among managers and all employees
through training and communication initiatives. These
initiatives are relayed in each banner in France by a network
of Diversity and Equality correspondents;
● increasing the proportion of women in the organisation by
encouraging female applicants and identifying talented
women for internal promotion and during “people reviews”;
● fostering a healthy work-life balance. The Group has been
implementing action plans to support employees with
children for the past ten years.
■ Main initiatives undertaken:
● Measuring progress to ensure effective action
A review is carried out twice a year, both in France and
internationally, based on the six performance indicators
defined in the Diversity Scorecard. During these reviews,
trends are analysed and best practices are identified through
benchmarking in order to update the banners’ action plans.
The Group also analyses the scores obtained by companies
with more than 50 employees in the workplace gender
equality index introduced by the French government. For
2022, as published in 2023, the workplace gender equality
index (weighted average index) across all the Group’s entities
in France was 94/100, up 2 points compared with 2021
and 19 points above the legal minimum score (75/100).
19 of the 30 calculable indices published by the Group are
above 90/100. Monoprix and Naturalia have maintained
their 99/100 score. Based on the pay analyses carried out
to calculate the index, Casino pledged, during the 2022
annual negotiation process, to dedicate a financial package
to improving its index and in particular to rectifying situations
where the gender pay gap is greater than 2%. In addition,
Casino group ranked 26th in the 2022 ranking for gender
balance in the governing bodies of SBF 120 companies,
up seven places compared to the prior year (33rd in 2021).
The ranking is based on the percentage of women on the
Executive Committees and in the top management of
SBF 120 companies, the Workplace Equality index score,
the policies in place and the existence of a women’s
advocacy network.
● Increasing the proportion of women employees
and managers
The Human Resources department identifies and develops
high-potential women employees to speed up their career
advancement within the Group. Particular attention is
paid during “people reviews” to ensure gender parity in
the Group’s talent pools and development programmes.
Various training programmes have been introduced
specifically for women:
● All-women Talent Committees meet to identify potential
candidates for management positions in France: nine
meetings were held in 2022, and 353 suitable profiles
(vs 329 in 2021) were identified and brought to the
attention of Senior Management.
● These Women’s Talent Committees in turn gave rise to
targeted training and development plans for each talent,
including three programmes conducted with an outside
expert to help strengthen the leadership and managerial
skills of women managers. In 2022, around 15 participants
were selected for ad hoc training programmes and coaching
sessions were conducted based on the recommendations
of the Women’s Talent Committees.
● Gender parity is a criterion in choosing participants for all
the development programmes on offer, including the Ça
Pitch! programme, which enabled 20 Group talents to pitch
innovative projects to the Group Executive Committee.
● The Group’s La Fabrique gender diversity network, which
is open to all Group managers, aims to encourage gender
equality and diversity in the workplace, with the ultimate
goal of achieving balanced representation at every level
of the organisation. The network organises personal
development workshops, networking events, mentoring
programmes and conferences on various topics, while
leveraging its LinkedIn space to enhance its role as an
influencer. It highlights role models through webinars
attended by nearly 150 people, and promotes its “Gender
Equality and Anti-Sexism Manifesto” through series of
social media photo campaigns.
● Particular attention is paid to identifying and developing
high-potential women in Latin America. In Brazil, GPA runs
the “Women in Leadership” development programme, which
aims to improve the representation of women in leadership
positions. They benefit from an e-learning course offered
by the University of Retail GPA digital platform. Primarily
intended for women managers, the programme has been
extended to middle management and has led to many of
its participants being promoted. In Colombia, the “Mujeres
Lideres de la Operacion” programme is designed to increase
the proportion of women in operational management.
Éxito made a commitment to the Colombian government
by signing the “IPG” (Iniciativa de Paridad de Genero),
which is built on three pillars: increasing the share of
women in the active population, increasing the share
of women in top management positions, and ensuring
gender pay equality. After obtaining the Equipares “silver”
certification in early 2020 (and “bronze” in 2019), Éxito’s
aim was to reach the highest level (“gold”) in 2022.
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● Raising awareness among managers
and all employees
The Group implements targeted communication and action
plans to combat sexism, in particular by:
(i) Conducting information campaigns
Communication plans are designed to combat stereotypes
and support initiatives that promote diversity. In 2021,
in France, the Group issued a new handbook setting out
commitments on workplace gender equality. It addresses
both employees and the general public, outlining the
Group’s five priority fields of action. In Colombia, Éxito
once again turned March into the “Mes de la Equidad” to
celebrate gender diversity in the company. This year, the
communication campaign focused on the importance of
shared family responsibilities.
(ii) Combating sexism
As part of its campaign to promote diversity and combat all
forms of discrimination, the Group distributes handbooks
on various topics to its managers and recruiting teams. In
France, the Group has taken specific action to combat sexism
and sexual harassment in the workplace in all its banners,
via an e-learning module designed for managers. Inspired
by the handbook on everyday sexism published in 2016,
the e-learning module provides a detailed description of
the legal framework and presents real-world examples. A
network of sexual harassment correspondents has been set
up in France, together with a training plan for its members
across all banners. In addition to this Group action plan,
similar initiatives are also implemented by the banners.
In Colombia, Éxito introduced a gender equality training
programme.
(iii) Combating domestic violence
The Group has implemented an action plan to combat
domestic violence, in parallel with the nationwide campaign
initiated by the French government in 2020 and the national
emergency hotline (3919). In 2021, the Group issued its
first domestic violence awareness handbook, which includes
testimonials, contacts and practical information to provide
guidance for anyone who has witnessed or been a victim
of domestic violence, and to encourage them to speak
out and get support. It is intended for managers, Human
Resources managers and both men and women employees.
In Brazil, GPA takes parts in awareness campaigns as a
member of the Business Coalition to End Violence Against
Women and Girls, coordinated by the Avon Institute. It
has set up a whistleblower hotline for women employees,
with the possibility of being assisted by a social worker if
necessary. Assaí also joined the initiative in late 2021. In
Colombia, Éxito introduced an employee survey to combat
domestic violence.
(iv) Partnering with UN Women
The Group’s commitment to UN Women, which dates back
to 2016, continued with the implementation of Diversity
Scorecard action plans. In 2022, the Group continued
to support UN Women France’s “Orange Day” campaign
to combat violence against women across all banners
in France. The campaign aims to raise awareness among
our customers and employees and to highlight the 3919
emergency hotline number for women if they are victims
of gender-based violence, run in partnership with the
French ministry in charge of women’s rights. Cause-related
marketing and Arrondi en Caisse (round-up donations)
campaigns are carried out in the Group’s various banners
in France to support UN Women.
Several years ago, Casino created an emergency internal
mobility system to enable victims of violence to relocate
to a different workplace within a few days. The system has
already been used several times since its creation.
Fostering a healthy work-life balance
The Group takes an assertive approach to supporting parents.
It was one of the first signatories of the Parenthood Charter
in 2008 and is a partner of the Quality of Life at Work
Observatory (Observatoire de la Qualité de Vie au Travail
– OQVT). In 2021, the Group reaffirmed its commitment to
families by signing the New Parenthood Charter.
In France, the Group:
● is pursuing its collaboration with the OQVT and promoting
its handbook for working parents, which was updated
in 2022;
● offers dedicated work-from-home solutions to support
employees during pregnancy and breastfeeding;
● supports paid paternity leave. Employees taking paternity
leave now receive top-up salary to match their normal pay
for up to 25 days off, as opposed to the legally mandated
11 days. Nursery places are available on the Group’s
administrative sites in France.
In South America, GPA has implemented a wide array of
initiatives for employees who are mothers, with the possibility
of taking up to six months’ maternity leave, a support plan
for returning to work after maternity leave, a dedicated
handbook, and the “Mom’s Card,” which offers employees
within a certain salary range a monthly credit to purchase
food and hygiene products for children aged between
six months and two years old. In 2022, the company also
rolled out its Gestar programme, which provides support
to pregnant women employees through a multidisciplinary
professional team of doctors, psychologists, nurses and social
workers. In Colombia, parents are eligible for the Vínculos
de amor programme, and can also receive financial support.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
■ Performance
The percentage of women in management rose very
slightly to 41.1% in 2022, up from 2021 (+0.1 point), in
line with the Group’s objective of reaching 45% by 2025.
Recognition for specific banner actions includes the LSA
La Conso s’engage and La Good Economie awards for
Cdiscount’s diversity policy.
In France and Brazil, collective bargaining agreements and
other agreements in force cover 100% of the workforce.
In Colombia, the benefits negotiated with the four
representative unions are granted to all employees, in the
interest of fairness. These measures include bonuses and
other financial benefits, and cover organisational aspects
such as working hours and special leave.
See Group performance indicators in section 3.6.
■ Action plans
Representation of women in the consolidated
workforce and in management by country
2025
objective
Group
France
Latin
America
45%
51.3%
41.1%
54.8%
43.8%
50.1%
34.1%
% of women in the workforce
% of women in management
3.5.1.3. Providing an environment
conducive to employee fulfi lment
These commitments, which are led by the Group’s human
resources departments, are as follows:
(i) Participation in collective bargaining
with employee representatives and
implementation of the resulting agreements
Every unit across the Group has signed collective bargaining
agreements with its representative unions, covering
issues such as working hours and compensation. Specific
agreements are also signed and monitored regularly.
Casino maintains regular dialogue with the trade unions.
In France, more than 100 agreements and action plans
are in place, addressing such issues as:
● hiring and retaining people with disabilities;
● gender equality;
● equal opportunity, diversity and combating discrimination;
● workplace health and safety;
● employee benefits;
● compensation (discretionary and non-discretionary
profit-sharing);
● working from home;
3.5.1.3.1. Encouraging social dialogue
The Group is deeply committed to social dialogue, the
right to organise and the collective bargaining process.
It recognises the right of all its employees to freedom of
expression and to join and be represented by a trade union
organisation.
● corporate social responsibility, reaffirming the parties’
commitment to incorporating these issues into the Group’s
business and labour relations model.
The implementation of these agreements is regularly
monitored and their outcomes are presented to the
representative trade unions every year.
Working closely with employee representatives and
nurturing constructive, ongoing social dialogue across
the Group is helping to enhance employee cohesion
and therefore the organisation’s overall efficiency in a
fast-changing competitive environment. This cohesion
and efficiency are underpinned by the shared belief that
employee relations must be based on the common values
of dialogue, trust and transparency.
■ Commitment
The Group fosters social dialogue and ensures that
fundamental principles and rights are fully protected in
the workplace. The sixth commitment in the Group Ethics
Charter, issued in 2011, is to "support effective social
dialogue" across the enterprise. As a signatory of the United
Nations Global Compact, the Group and its subsidiaries
acknowledge their commitment to upholding freedom
of association and the right to collective bargaining. The
Supplier Ethics Charter specifies the Group’s expectations
regarding freedom of association, which must be respected
across the supply chain.
Numerous agreements and amendments were signed at
Group level in 2022. At a time of significant change and
transformation, several agreements were drawn up to
reflect and support the changes being made. For example,
in France, agreements were renewed with employees of
the Casino banner on the anticipation of transformations,
employment of people with disabilities and profit-sharing,
and with employees of the Monoprix banner on employment
of people with disabilities, gender equality and profit-sharing.
Franprix has begun negotiating an initial agreement on the
employment of people with disabilities.
Measures in favour of employees are negotiated each year
as part of annual negotiations with the trade unions on
wage increases and improvements in benefits and working
conditions. Measures have also been implemented to
make daily life easier, such as Mon conseiller social en
ligne ("My online social adviser"), a dedicated online social
support portal for all employees of the Group’s entities.
Labour relations dialogue continued through 2022, amid
a complicated context.
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● GPA was certified as a Great Place to Work for the second
year running in 2022. In 2022, a number of collective
bargaining agreements with trade unions were signed on
wages and store openings on public holidays. To strengthen
employees’ sense of belonging with the company, Assaí,
which also holds Great Place to Work certification, has
implemented various initiatives focused on onboarding
new hires and building team loyalty through special events.
Éxito is rolling out a programme designed to measure
and monitor the climate in the workplace. The survey
carried out in 2022 revealed an engagement score of
90%, up from 80% in 2016.
3.5.1.3.3. Incentivising compensation
to drive individual, collective
and CSR performance
The principles of Group executive compensation are
presented in Chapter 6.
The Group’s compensation policy takes into account each
employee’s:
a. skills;
b. level of responsibility; and
c. experience.
The Group complies with legal minimum wage obligations,
and is committed to offering fair and competitive
compensation in line with market practices observed for
each job and tailored to the specific local characteristics of
each host country. Surveys are carried out regularly in France
and other host countries to assess the competitiveness of
the Group’s compensation compared with its peers. These
surveys mainly concern management positions and jobs
that are difficult to fill.
To encourage individual and collective performance, most
managers, supervisors and employees are eligible for
variable compensation (bonuses) based on the fulfilment
of quantitative and/or qualitative objectives.
Management bonuses are determined on the basis of:
a. Group financial objectives;
b. Group quantitative non-financial (CSR) objectives (see
below);
c. individual quantitative and qualitative objectives; and
d. an assessment of Managerial Attitudes and Behaviours
(MAB) for the population based in France, aimed at
strengthening a management culture that upholds
Group values. The MAB score accounts for 20 to 25% of
the variable compensation.
In South America, Éxito has made social dialogue one of the
strategic pillars of its human resources commitment, and has
reaffirmed its compliance with national and international
standards in agreements signed with its representative
trade unions. Éxito signed four collective agreements for
the 2019-2022 period, on wage conditions of employees,
bonuses and other financial benefits, guarantees granted
to employee representatives (union recognition, freedom of
association, training, etc.) and organisational rules applied
to the company (working hours, special leave, etc.). GPA
maintains regular dialogue with the 170 trade unions.
(ii) The allocation of facilities and equipment
and the recognition of union involvement
Under the social dialogue agreement signed in France,
resources are allocated to trade unions enabling them
to perform their duties and represent employee interests
effectively. These resources include offices, equipment
(mobile phones, computers, printers, internet access, etc.),
and a contribution to operating costs in the form of a further
22,000 paid hours for representation purposes in addition
to the allowance provided by law. The agreement also calls
for skills and vocational training for employee representatives
with an outside organisation, the introduction of a
validation of acquired experience (VAE) programme, and
the publication of an educational booklet reviewing the
principles of trade union legislation and social dialogue
for managers.
In South America, Éxito is actively committed to
guaranteeing and supporting respect for union rights
and social dialogue, with such policies as employer-paid
transport and housing costs, protection of unionised
employees, a confidential whistleblowing system and
training for union representatives.
3.5.1.3.2. Measuring the employee relations
climate and establishing tools
to foster dialogue
Group entities conduct engagement studies with their
employees.
● In France, Monoprix carried out an engagement survey in
2022, with a participation rate of 78% and a quality of life
at work indicator of 71%. The survey findings were also
used to identify priority measures to be taken. Monoprix
and the Casino banners were recognised as Top Employers
by the Top Employers Institute in 2022, attesting to the
quality of the company’s human resources policy and
the excellence of its HR practices, particularly the quality
of its practices in terms of employee engagement, skills
development, employee well-being and digitisation as a
means of revisiting traditional HR practices. Lastly, Cdiscount
was certified as a Great Place to Work in October 2021,
with a participation rate of 79%. In the survey behind
this certification, employees expressed satisfaction with
their working environment, with the effectiveness of the
integration process, with the diversity and inclusion policies,
and with the skills development opportunities.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
● Internationally, Éxito employees have access to the
“Presente” fund, whose benefits include medical cover,
an insurance programme and access to holiday parks at
preferential rates.
3.5.1.3.5. Offering employee savings schemes
■ Statutory profit sharing
In France, the initial statutory profit-sharing agreement
signed by Casino in 1969 has been frequently updated,
while similar agreements are in place at Monoprix, Franprix
and Cdiscount.
■ Incentive
The Group’s first discretionary profit-sharing plan was signed
in 1986 in France for employees of the Casino banner.
The agreement signed on 29 March 2019 provides for a
“solidarity” profit-share for stores that enables the employees
of these sites to benefit from the performance of their entire
business segment, in addition to the profit-share based on
the performance of each site. The agreement also defines a
new criterion for support function employees, which takes
their contribution to operating performance into account.
Other Group companies (including Monoprix, Cdiscount,
and certain Franprix entities) have also set up discretionary
profit-sharing schemes for their employees.
In this way, some 62,000 employees in France are covered by
a statutory and/or discretionary profit-sharing plan, which led
to the payment of a total €21.1 million in respect of 2021
(€11.5 million in statutory profit-shares and €9.6 million
in discretionary profit-shares).
■ Savings plan
In France, Group employees are offered the opportunity
to invest in a savings plan in a number of ways, including
the payment of their profit-shares into the plan, voluntary
monthly or occasional payments, or the transfer of paid
leave from their time savings account. Certain Group
companies contribute to these savings by matching the
investments made by their employees under various terms
and conditions.
At 31 December 2022, around 83,600 current and former
Group employees in France were invested in a PEE/PEG
and/or PER COL individual and/or collective employee
savings plan, representing total assets of €153.5 million or
approximately €1,835 per investor. In 2022, the Group’s
French companies paid around €1.6 million in matching
contributions into employee savings plans.
■ Group quantitative non-financial (CSR) objectives
The Group’s CSR commitment is an integral factor in the
assessment and variable compensation systems in place for
all of its management teams, in France and internationally.
● Thus, 15% of the target amount of the variable
compensation of Casino Group’s Chairman and CEO is
based on three CSR criteria, each determining 5%: the
average scores given to Casino, Guichard-Perrachon by
the rating agencies FTSE Russell, Moody’s ESG Solutions
and S&P CSA (DJSI); Group-wide Scope 1 and Scope 2
greenhouse gas emissions; and the proportion of women
in management at Group level. The proportionate variable
compensation fluctuates on a straight-line basis between
these minimum, target and over-performance thresholds,
with any over-performance enabling the award of 150%
of the target variable compensation.
● 10% of executive variable compensation in France
(excluding Monoprix) is assessed based on a quantifiable
Group CSR objective, consisting of the following metrics:
- the “percentage of women managers in the Group” to
measure gender equality;
- the “Group’s Scope 1 and 2 GHG emissions” to cover
the environmental policy.
The members of Casino Group’s Executive Committee,
excluding the Chairman and Chief Executive Officer, for
whom the quantifiable CSR criterion is described above,
are also covered by this system.
This decision reaffirms Casino Group’s tangible commitment
to making CSR central to its business and social model.
● In Brazil and Colombia, a portion of executives’ variable
compensation is similarly subject to the achievement of
quantitative CSR targets measured with both environmental
and social responsibility indicators. In Colombia, for instance,
Éxito has three CSR objectives, including one based on
the reduction of its carbon footprint. In Brazil, since 2017,
GPA has been apportioning this variable compensation
component by means of a sustainability and diversity
index. The 2022 index covered the reduction in Scope 1
and 2 CO2 emissions and the percentage of women in
management positions.
3.5.1.3.4. Providing benefits to employees
and their families
Casino Group proposes employee benefits, which may
include medical cover, death and disability insurance and
other benefits compliant with the legislation and practices
of each country, which top up the compulsory plans. This
coverage is partially financed by the employer.
● In France, discretionary and statutory profit-sharing
agreements and savings schemes are also in place, in
particular for Casino, Monoprix and Cdiscount employees.
Most employees of the companies concerned also get
discounts on their in-store or Cdiscount.com purchases,
as well as financial assistance for housing and recreation,
notably thanks to the subsidies paid by these companies
to their Social and Economic Committees (formerly works
councils).
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3.5.1.3.7. Fostering health, safety
and well-being at work
■ Commitment
The Group is actively engaged in improving the safety and
physical and mental health of its employees.
The related policies are being applied by each subsidiary’s
human resources department with the support of:
● management, which is responsible for implementing
occupational risk prevention plans and taking the necessary
steps to eradicate situations at risk;
● employees, who are made aware of the issues so that
they can be actors in their own safety and play a role in
improving their working conditions;
● external personnel, who are required to comply with
safety rules in the Group’s stores.
■ Action plans
In France, the workplace health, safety and well-being
process is governed by multi-year agreements and action
plans negotiated with employee representatives, which all
provide for the implementation of initiatives and the tracking
of outcomes and indicators. A collaborative project with
the Health, Safety and Quality of Worklife Correspondents
network defined the new set of core health, safety and
quality of worklife commitments in the divisions and
subsidiaries.
The Group’s process is based on three principles:
(i) Rolling out preventive measures to improve
on-site safety and mitigate occupational risks
To improve its health and safety performance, the Group
deployed an occupational risk prevention process several
years ago. This process was defined in France with the
trade unions and governed by agreements specifying the
objectives, methods and expected outcomes concerning
the prevention of psychosocial risks, workplace health and
safety, and the prevention of difficult working conditions.
Occupational risk assessment campaigns are conducted
annually in every Group unit, with a focus on the prevention
of musculoskeletal disorders and psychosocial risks. To
prevent occupational risks, many training courses are offered
on matters such as proper posture and movements, safety
rules, fire prevention and road safety.
3.5.1.3.6. Ensuring a living wage
The Group and its subsidiaries regularly conduct surveys
on compensation in their main host countries in order
to ensure that their compensation policies are attractive,
in line with local practices and changes in purchasing
power. The Group ensures that compensation paid to its
employees is at least equal to the legal minimum wage
and offers compensation conditions which are generally
supplemented by incentive schemes, social security and
additional employee benefits.
In 2020 and 2021, the Casino Group CSR and Engagement
department conducted internal reviews to analyse employee
compensation levels at its subsidiaries in France and South
America, with regard to the living wage determined by the
WageIndicator Foundation. This foundation calculates and
publishes living wages by country, based on the cost-of-living
methodology developed in 2017 by Richard and Martha
Anker for the Global Living Wage Coalition. The review
compared the minimum wage paid to a single employee
by Group subsidiaries in France and South America with the
benchmark living wage determined by this index for the
countries concerned. The results of this review, as submitted
to the Governance and CSR Committee in December 2021,
showed that, taking into account the various benefits,
profit-sharing plans and social security contributions paid
in addition to the legal minimum wage, GPA, Éxito and all
of the Group’s French subsidiaries provided compensation
above the living wage determined by the WageIndicator
Foundation for their respective countries.
Regarding its suppliers, service providers and franchisees,
Casino Group states in its Supplier Ethics Charter that it
“treat[s] the minimum legal wage not as an end in itself
[...], the ultimate goal being to increase this remuneration
above the minimum required to cover employees’ basic
needs”. In response, policies have been rolled out to monitor
working conditions, and in particular the compensation of
employees, in production plants that manufacture private-
label products. This involves conducting social audits in
accordance with Initiative for Compliance and Sustainability
(ICS) standards. In 2023, the ICS social audit reports will
indicate the local living wage, in order to compare it with
the minimum wage paid by the audited plant and thereby
raise supplier awareness of the improvement process.
Casino Group also supports the French Sustainable Cocoa
Initiative undertaken by the French chocolate manufacturers
association and implemented as part of France’s National
Strategy against Imported Deforestation (SNDI). One of
the initiative’s three objectives is to improve the income
of cocoa farmers and their families to enable them to
achieve a decent living (in the sense of the “Living Income
Community of Practice”) by 2030, in collaboration with
producer countries. Lastly, Casino Group offers customers a
wide range of private-label products certified in accordance
with standards that address the issue of a living wage for
raw materials producers, such as FairTrade/Max Haavelar,
Rainforest Alliance/UTZ and FSC.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
In South America, Éxito continued its programme to identify
and control occupational risks, and GPA continued its PPRA
(Environmental Risk Prevention Programme) and PCMSO
(Medical Control and Occupational Health Programme)
prevention programmes to assess potential environmental,
medical, and accident risks, and adopt prevention plans.
Over the last ten years, GPA has also carried out in-store
awareness-raising campaigns during Workplace Safety
Awareness Week, and also performs studies on workstation
ergonomics every other year. Training courses on workplace
health and safety are held in stores.
(ii) Improving the quality of life at work
and the well-being of employees
To improve the quality of worklife and employee well-being,
action programmes have been rolled out in every Group
unit, in particular to:
Increase motivation, reduce workplace stress
and support employees in difficulty
In a demanding business environment and constantly
changing world, Casino Group has chosen to invest in
developing motivation, to enhance employee well-being
and drive corporate performance, by encouraging the caring
exercise of managerial responsibilities.
In France, the Human Resources department initiated an
outreach and training programme on caring management
practices in 2014, with the support of the Executive
Committee and the assistance of a doctor specialising
in workplace well-being. The programme is designed to
increase employee motivation by reducing workplace stress.
These initiatives helped to raise the awareness of more than
7,688 managers (including members of the Group Executive
Committee, unit management committees, etc.) through
presentations by external consultants (over 160 conferences
organised to date) and the rollout of an e-learning platform
where any manager can extend the learning experience
and access practical, useful content (videos, quizzes, etc.). A
network of 969 “caretakers” has been deployed to identify
employees who may be in difficulty, befriend them and
steer them in the right direction, to the occupational health
physician, for example, or to managers, the HR department,
or a support and assistance platform. The caretakers receive
dedicated training to assist them in their duties. To ensure
the system’s genuine appropriation, a caretakers charter
was drawn up and circulated in 2020, along with a new
e-learning training module. The eight levers of caring
management have been integrated into the managerial
training curricula and the new hires induction programme.
By June 2022, the Caring Management Practices module
included in the Trade and Retail masters’ programme at
Jean Monnet University in Saint-Étienne had been attended
by 80 employees in all, with 77 completing it over the seven
years the course had been running. The eighth year of the
course (2022-2023), starting in September 2022, is being
attended by 19 people.
To combat and prevent the antisocial behaviour that may
be experienced in the workplace, employees are offered
training and in-store sensitivity campaigns are conducted to
raise customer awareness. In addition, services are available
at the French banners to provide psychological support to
any employees concerned by potentially traumatic incidents.
To provide the best possible support to employees facing
personal or professional difficulties, in 2019 Casino Group set
up the “My online social advisor” system, which is accessible
via a single call number. Several services are available
depending on the difficulties experienced: social support,
legal assistance, medical help and psychological support.
To extend the Group’s commitment to combating violence
against women, in 2021 an action plan was prepared for
employees who are victims of domestic violence. Sites have
been issued an internal handbook including testimonials
and best practices for supporting employees in such
situations.
Adjusting working conditions and fostering
an appropriate work-life balance
To support a more satisfying balance between work and
private life, an important vector of employee well-being, a
number of initiatives have been deployed across the Group:
● Adjustments to working hours (part-time options, family
caregiver leave, see section 3.5.1). To improve work-life
balance, for example, GPA has rolled out two flextime
programmes since 2018 that define the rules and
procedures applicable to employees, particularly when
a child is born.
● Working from home: agreements have been signed with
unions in France regarding telecommuting. For example,
for Casino, managers and employees benefit from support
adapted to the changes in professional practices, in
particular through the provision of dedicated e-learning
training. People with disabilities can have their workstation
adapted to their needs, to make it the same as the one
they have in the office. Telecommuting employees receive
a flat rate allowance to cover the costs of working from
home. At Cdiscount, new work-from-home agreements
were signed in early 2022, opening possibilities for a third
day of remote work upon approval by the employee’s
manager.
● The right to disconnect: the Group is raising employee and
manager awareness by reminding them of best practices
for using email and organising meetings.
● Personal life: the Group recognises and encourages its
employees in France to get involved in volunteer activities.
In particular, Casino drew up a handbook outlining the
procedures for implementing volunteer projects and
informed employees about the possibilities for training and
for certifying the skills acquired during their volunteer work.
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Éxito is continuing its tiempo para ti (time for you) employee
programme, which is designed to facilitate a healthy work-
life balance with flexible hours and days off for personal or
family activities or for graduations. More than 19,400 days
were used in 2022 to support Éxito employees.
(iii) Conducting awareness and screening campaigns
on major public health issues
The Group organises information and prevention days and
other initiatives to raise employee awareness about major
public health issues.
Over the past few years, Casino has held health risk
prevention days that offer head office, store and warehouse
employees an opportunity to meet with healthcare
professionals (occupational health physicians, nurses,
nutritionists, and health and well-being specialists, etc.) and
to participate in dedicated workshops (smoking prevention,
nutrition, cardiac rehabilitation, hearing and sight screenings,
workplace ergonomics to prevent musculoskeletal disorders,
etc.). Furthermore, in 2017, the Group joined with France’s
National Cancer Institute to sign the Charter of 11 “Cancer
and Work” Commitments, reaffirming its pledge to effectively
improve support for employees who have developed cancer,
by maintaining their employment and preparing for their
return after remission. An e-learning course on “providing
support for people experiencing health-related vulnerability”
has been developed. In recent years, information and
prevention initiatives have been carried out in partnership
with the Ligue Contre le Cancer association.
Internationally, Éxito also conducts anti-cancer and
cardiovascular health awareness campaigns among its
employees. In Brazil, GPA runs the Vida Sana programme
to promote a more balanced lifestyle for employees, along
with conferences on well-being and physical and mental
health. It also offers psychosocial assistance through a
hotline accessible to all employees.
In France and other host countries, the banners are helping
to support their employees’ physical and psychological
health and well-being by facilitating sports activities through
an offer of specially negotiated fitness club fees. Under a
partnership with Class Pass, Franprix offers its employees
sport or wellness/beauty sessions in centres of their choice
(near their office, home, holiday destination, etc.). GPA
encourages physical activity as a factor in employee well-
being thanks to an agreement with the Gympass application.
■ Performance
The Group measures the performance of its health, safety
and well-being at work policies by monitoring indicators
showing the frequency and severity rates of work-related
accidents and the absenteeism rate attributable to work-
related accidents and occupational diseases.
The frequency rate stood at 11.6 in 2022, down by 1.1
compared to 2021.
The severity rate also declined in 2022 compared to 2021,
down by 0.05 to reach 0.54.
The absenteeism rate due to accidents and illness was 5.0%
in 2022, a slight increase of 0.2 points compared to 2021.
See Group performance indicators in section 3.6.
3.5.1.3.8. Managing talent and supporting
career development
Since the beginning, Casino has been committed to
providing career growth opportunities for its employees,
who are the driving force behind its operating performance.
The diversity of the Group’s job families, its global footprint
and its multi-format retailing model offer employees a
myriad of opportunities for mobility and professional growth.
Internal mobility is a priority for the Group, and one of the
keystones of its human resources policy. Casino, for example,
is committed to filling 50% of management positions by
promoting from within.
The mobility policy has two major objectives:
● facilitate employee career development within the Group
to develop and retain talent;
● ensure that the Group has adequate resources to meet
its current and future needs. To this end, the Group is
increasing the number of opportunities for employees
to transfer to jobs seen as harder to fill.
Several systems are in place within the Group:
● performance appraisals and professional interviews;
● career and mobility committees tasked with identifying
needs and facilitating internal mobility.
After an initial agreement in 2018 on anticipating and
supporting changes and transformations within Casino
Group, a second agreement was signed in May 2022. This
agreement further strengthens the Group’s commitment on
developing and facilitating internal and external mobility,
through the dedicated C’ma Carrière service, open to
employees of all the French banners;
● the “C’ma Carrière” team, dedicated to mobility within
the Group;
● succession plans and, in France, the career development,
employability and skills agreement, which facilitates the
implementation of individualised training paths;
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● high-potential talent programmes are developed at Group
level. For young talents, three support programmes are
offered in the first two years of employment. The "Talent
Pool" offers six programmes for employees with three to
ten years of experience, identified on the basis of individual
reviews and/or by the Development Committee/Career
Committees. These programmes are all focused on helping
participants to build their career plans and measure their
potential, while providing carefully crafted support to
enhance their performance.
3.5.1.3.9. Developing employability
with training
Training is one of the key pillars of employee growth and
sustained employability.
In line with Group targets, each subsidiary’s human resources
department offers skills development plans to support
growth and career development and to guarantee the
smooth integration of new hires. These plans are carefully
aligned with changing jobs and skills requirements, with
employee expectations, as expressed in their annual
performance reviews, and with changes in the organisation
and in legal and regulatory obligations.
In every unit, training focuses on four main subjects:
● health, safety and quality rules and practices, in compliance
with the Group’s occupational health and safety policies
and applicable legislation;
● technical training in the Group’s jobs, which plays a key
role in successfully deploying the Group’s strategy of
enhancing professionalism at all food counters and in
digital developments, new technologies and support
functions (HR, property, marketing finance, CSR, legal, etc.);
● training in customer-facing services, a strategic focus
for the Group, with the certification of more than 1,500
cashiers in their new role as customer advisors;
● training in management, leadership and the new
management practices needed to support successful
transformations.
● in South America, “Assaí University” in Brazil offers classes
taught by retail industry professionals in five key areas – cash
& carry, leadership, trading, operations and development.
In 2021, Éxito redesigned its employee training catalogue
and is now using virtual platforms delivering specialised
content and more than 500 certified courses. In 2022, Éxito
offered 140 additional training programmes on subjects
such as time management, emotional management,
negotiation, communication, digital tools and innovation.
More than 14,000 training sessions were run in all. GPA’s
online learning platform "GPA Retail University” is open
to all its employees and offers over 5,000 courses.
The French banners are:
● expanding the number of trade certification programmes
for employees taking up new professions, such as cashiers,
and certificates in customer service for floor staff, sales
management, and team leadership for supply flow teams.
Professional qualifications and certifications are offered
to warehouse team leaders. For managers, there are two
qualification options available: a Master’s programme in
Retailing and Distribution offered since 2017 in partnership
with Jean Monnet University; and "Corporate Executive
Casino", a programme offered since 2020 in partnership
with Audencia Business School that provides a Master’s-
level degree;
● stepping up schemes for unskilled employees like the CléA
certificate attesting to proficiency in basic knowledge and
vocational skills, which is aimed at people with a lack of
trade certifications. Since 2018, more than 220 Group
employees have earned CléA certification;
● supporting employees in validating their acquired
experience under France’s VAE programme, which allows
them to earn a diploma based on their job experience.
Since 2017, 77 managers have obtained a Master’s degree
in Retailing and Distribution through a combination of
training and validated job experience;
● supporting employees in preparing their government-
managed Personal Training Account, which enables them
to earn certification.
Training in the Group is delivered by dedicated teams:
■ Performance
● in France, with "Campus Casino" and Monoprix’s "Cézanne"
training centre; Cdiscount also offers a training catalogue,
with courses on business tools, management, personal
development, communication, product culture, agility,
CSR commitments, etc.;
Each employee received an average of more than 40 hours
of training in 2022. This increase of more than 17 hours with
respect to 2021 is explained chiefly by the fact that Assaí
ran twice as many training courses in 2022, for employees
in the new stores opened during the year.
See Group performance indicators in section 3.6.
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3.5.2. CASINO GROUP, A LOCAL CORPORATE CITIZEN
As a local retailer with strong roots in city centre, suburban
and rural communities, Casino Group contributes to local
economic development, community outreach and support,
social cohesion and the fight against poverty and exclusion.
It encourages its banners to get more involved in community
support partnerships with food banks and other leading
non-profit associations, to develop local in-store community
initiatives and to support the actions of its foundations.
The Group is dedicated to meeting the diverse needs of
associations present in its host communities.
Through its four foundations and outreach partnerships,
the Group is engaged in four main types of programme:
food aid for the most vulnerable, support for children in
difficulty, initiatives to break down the barriers to entry
into the job market for underprivileged youth and the fight
against social exclusion in all its forms.
The banners in South America have taken up a similar
approach and are continuing to donate to partner
institutions. For example, Assaí established a partnership with
the Ação da Cidadania (Citizenship Action) organisation
to distribute meals through solidarity and community
kitchens. GPA partners with Connecting Food, a company
that facilitates the donation of fruit and vegetables from
stores to organisations seeking these commodities. Éxito
supports 23 local food banks and close to 200 organisations.
3.5.2.2. Supporting children in need
In France, Brazil and Colombia, Casino Group is committed
to helping children through a variety of programmes
deployed by its four foundations to provide educational
opportunities and combat child malnutrition.
3.5.2.1. Supporting food aid
3.5.2.2.1. Education through theatre
Many people in the Group’s host countries live below the
poverty line and rely on food aid for sustenance. The Group
actively supports food bank associations in these countries,
and contributes to them by (i) organising daily in-store
recovery of produce and still edible products nearing their
sell-by date and (ii) participating in national collection drives.
In 2022, the equivalent of more than 77 million meals
(more than 38,500 tonnes of produce) was donated to
food banks or similar social welfare organisations under
the Group’s collection and recovery initiatives:
● 7,800 tonnes collected from customers, largely during
the nation-wide collection campaign;
● 30,700 tonnes donated by the Group’s stores and
warehouses.
In France, the Group is helping the most deprived members
of society by encouraging its stores and customers to support
the French food bank network (FFBA). It first partnered with
FFBA in 2009, and renewed its association for a further
three years in 2022. Under this agreement, through its
banners, the Group acts by donating products with a
short best-before date and takes part in the nationwide
food bank collection day at the end of November each
year, with the participation of volunteers. These donations
go not only to local food banks, but also to a number of
French charitable associations, such as the French Red
Cross, Secours Populaire and Restos du Cœur.
and music
In 2020, the Casino Foundation celebrated the “10 years
of education through theatre” that have enabled over
22,000 children to gain access to oral expression and culture,
and to discover others and their own talents through acting.
It has developed two major programmes:
● Artistes à l’École, established in partnership with France’s
Ministry of National Education and the Odéon-Théâtre
de l’Europe and giving around 1,000 children the
opportunity to attend an ambitious two-year theatrical
education course covering an introduction to theatre
and the theatrical professions, drama and playwriting
workshops and stage productions. Projects are selected
by an artistic committee comprising members of the
Foundation’s Board of Directors, as well as artistic and
educational experts. The Foundation supports and funds
initiatives covering around 12 theatre projects in schools,
and gives the winning troupe the chance to present their
show on the Odéon stage at the end of the two years. For
2021-2023, the Foundation has selected 16 projects,
benefiting over 1,000 students.
● Tous en scène (Everyone on Stage), involving Group
volunteer employees: Tous en scène avec nos enseignes
is an annual national outreach programme run by the
Casino Foundation with support from the Group’s Casino,
Franprix and Cdiscount banners. The 2022 event raised
nearly €60,000 for two of the Foundation’s partner
organisations, Apprentis d’Auteuil and L’Envol. This sum
will be used to develop theatre activities for the young
people addressed by these organisations.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
The Foundation also provides funding for innovative
initiatives outside the school curriculum, run by non-profit
or cultural organisations using theatre as a means of
social integration and access to culture during school
holidays. Since 2020, the Foundation has been supporting
two non-profit organisations practising theatre as a
teaching medium: La Source (La Guéroulde branch)
and Ateliers Amasco (Rhône-Alpes branch). In 2022,
the Foundation extended its support to the Mom’artre
association (Argenteuil and Bordeaux branches) and to
seven accredited stages and four theatre companies.
It invested more than €170,000 in these innovative
projects in 2022.
3.5.2.2.2. Fighting childhood malnutrition
The Éxito Foundation in Colombia has developed nationwide
recognition for its expertise in fighting child malnutrition.
It takes action through its Cero desnutrición programme,
which aims to ensure that no Colombian child under five
suffers from malnutrition by 2030. Through its numerous
partnerships formed with major Colombian public
authorities, Fundación Éxito provides financial support to
ensure healthy, balanced diets for children and pregnant
women from disadvantaged backgrounds, while raising
awareness about better nutrition. In 2022, more than
€4 million was invested in programmes reaching more than
60,000 children. It organises a growing number of initiatives
aimed at raising awareness about childhood malnutrition.
For example, Éxito furthers the endeavour of eliminating
chronic malnutrition in Colombia, and has launched the
#Lactatón initiative to promote breastfeeding.
3.5.2.3. Supporting organisations
that fi ght against social exclusion
in all its forms
Casino Group engages in a wide range of local initiatives
to support people suffering from exclusion. The Group
addresses these highly diverse community needs not
only through its foundations, but also through the actions
undertaken by its banners.
In 2011 in France, Casino Group initiated a partnership with
microDon, a social economy enterprise, to launch and roll
out the “Arrondi en caisse” programme at Franprix stores
and then at Monoprix and Naturalia stores. Since 2014,
more than €5 million has been collected for organisations
including Institut Curie, Gustave Roussy and Toutes à l’École.
To mark its tenth year of initiatives, in 2019, the Monoprix
Foundation decided to refocus its programmes on
eliminating isolation in society, particularly for homeless
people. The foundation continues the work it began in 2009
with its partners, and in 2022, funded 30 projects aimed at
combating isolation in cities and providing access to basic
necessities, raising a total of nearly €340,000.
Cdiscount continues to partner with Un Rien C’est Tout to
reaffirm its support for community life through practical
social cohesion projects. The e-retailer’s customers can make
donations starting at one euro with just one click when
paying for their shopping basket, for various associations
and four main causes: the right to dignity, childhood and
education, health and the environment. Eight projects
were funded in 2022. Cdiscount is also committed to
fighting digital exclusion, through support for the Quartiers
Numériques programme run by Bordeaux Mécènes
Solidaires. This programme addresses people experiencing
difficulty in their everyday lives as a result of lack of training
in the use of digital technologies. For example, people in
this situation might be taught how to use a computer
for carrying out administrative procedures, looking for a
job, or communicating with friends and family. Cdiscount
is also a partner in the major citizen cause launched by
Make.org to fight against gender inequality. Following a
wide-scale consultation with the public (with more than
250,000 participants) in 2022, from 2023 the banner
will be supporting specific projects in response to French
people’s proposals.
Franprix has entered into a partnership with Emmaüs
Défi to help people in extremely precarious situations to
find a sustainable way out. Since the end of 2018, some
40 employees have been given permanent contracts
at Franprix stores, helping them to escape exclusion for
the long term. Through its Arrondi Solidaire checkout
donation programme, Franprix also supports a number
of organisations working to combat social exclusion (local
branches of Secours Populaire Français, the Apprentis
d’Auteuil Foundation and La Cloche), donating more than
€780,000 in 2022.
Casino Group and its banners are supporting the Gustave
Roussy institute and its teams in the fight against childhood
cancer. In 2021 and 2022, a number of donation campaigns
were organised in the Group’s stores in France to help
accelerate paediatric cancer research.
3.5.2.4. Helping young people
enter the workforce
The Group has deployed a number of programmes to
support local community associations that are helping
young people from underprivileged backgrounds to enter
the world of work. It continued its partnerships during the
year with the Civic Service Agency, the Civic Engagement
Institute and the Business Network for Equal Opportunity
in Education.
The Group has also been working alongside public
authorities since 1993 to help young people enter
employment, and supports the inclusion policy of the
French Ministry for Urban Development, the Ministry for
Gender Equality, Diversity and Equal Opportunity and the
Ministry of Labour.
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To support the professional integration of young people,
Casino Group:
● has been heavily involved with community service since
2011, when it signed the Charter for the Promotion of
Community Service in Business, under which companies
commit to recognising experience gained during service
and to promote the system among their recruitment
teams. Created in 2010, the French government’s Civic
Service programme enables young people aged 16 to
25 to volunteer for public interest projects for periods
ranging from six to twelve months in one of the nine
priority areas recognised by the government. Within this
framework, the various Group entities take part in events
to promote the skills acquired during Civic Service;
● supports associations that help young people enter the
workforce and gain experience in the professional world.
Monoprix works closely with Second Chance Schools, Unis-
Cité, local initiatives, and Épide (an organisation helping
young people enter the job market) to offer coaching,
internships for school-leavers who lack basic skills and paper
qualifications, recruitment sessions, CV-writing workshops,
tours of stores and other opportunities. Franprix continues
to engage in its initiatives to help disadvantaged young
people to enter the workforce. The banner organised
practical internships for the reintegration of young people in
difficulty, coupled with soft skills training. Several initiatives
have been developed to reach “young dropouts”, including
store visits, information workshops, internships and hirings
in partnership with various drop-out support organisations;
● partnered with the City of Paris, in 2016, as part of the
Local Employment Development Charter and supports
the “1,000 Sponsors for 1,000 Jobs” programme. It has
continued its mobilisation and has been committed since
2018 to the PAQTE (Pact with the neighbourhoods for all
companies). On 30 June 2022, it renewed the employment
agreement with the City of Paris for an additional three
years. Casino Group also collaborated with the City of Paris
on the 2021 opening of a site where young Parisians can
meet and talk to professionals providing guidance and
specific solutions on matters such as access to employment,
healthcare, food, rights, culture, sport and leisure.
In South America, GPA is working through Instituto GPA to
continue its training initiatives among disadvantaged young
people and, in partnership with the government of Rio de
Janeiro, also supports the NATA professional training centre
where around 300 students from low-income families
trained for jobs in the baking, pastry and dairy sectors.
The institute also finances the education of high-potential
young people, in renowned high schools in Brazil. In 2022,
41 students were sponsored through its Prosperar
programme. In Colombia, Éxito is reaching out to young
professionals by participating in job fairs to recruit students
for part-time jobs. The subsidiary has also partnered with
universities and formed an alliance with the Colombian
Family Well-Being Institute to assist young people at risk
as they enter the job market. More than 910 jobs were also
created in the Valle del Cauca region, with the opening of
five stores.
3.5.2.5. Encouraging the civic
engagement of employees
The Group encourages employees to make a difference in
the civic life of their communities, considering that this type
of engagement fosters personal and professional growth.
After an internal engagement survey confirmed that
employees were interested in volunteering with charitable
associations, the Casino Foundation implemented the
“Citizen Engagement” skills-sharing volunteer programme.
Today, the scheme is supported by a dedicated online
catalogue of volunteer opportunities to work with
associations partnering with Casino Group or its Foundation.
More than 150 employees have completed volunteer work
through this online platform since it was launched in 2017.
The scheme also includes a “Citizen Engagement Handbook”
for employees. Lastly, the Casino Foundation joined with the
Institut de l’Engagement to create the Citizen Engagement
Award, which honours employees who have volunteered
to work with an association.
The Foundation grants financial support and presents the
“Foundation’s Choice” award to local associations involved
in using theatre to educate children and teenagers, which is
both the cause it supports and a volunteer activity for many
engaged employees. It also encourages meetings between
employees and the young people who are participating in
its initiatives, in particular during performances by young
people or school-company workshops.
In another form of engagement, in December 2017, Casino
Group signed an agreement with the French Ministry of
the Armed Forces to support the nation’s military reserve
policy. In line with its citizens’ commitments, the Group’s
objective is to facilitate the exercise of reserve periods
by salaried operational reservists. Reservists among the
Group’s operational employees can now benefit from a
more favourable and more protective contractual regime
than the previous system, which it is hoped will encourage
more volunteering. Lastly, to make this system an innovative,
collective, shared commitment, the Group has established
an “operational reserve leave fund” based on the donation
of leave days by supportive non-reservist employees, with
matching contributions from the employer. This enables
the fund to finance the additional days of leave granted
to reservist employees. Actions have also been taken to
facilitate employees’ engagement as volunteer fire fighters,
such as granting them three days’ paid leave for training.
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3.5.3. CASINO GROUP, A RESPONSIBLE RETAILER
Food and nutrition are leading public health issues and
major concerns in today’s society. In response, Casino
Group is pursuing a product policy combining safety,
flavour, healthfulness, nutritional balance, environmental
stewardship and sensitivity to production conditions. The
Group’s corporate by-line, “nourish a world of diversity”,
expresses this commitment to offering everyone affordable,
top-quality products so that its customers can shop more
responsibly. More broadly, the Group is committed to
supporting citizens in their daily lives by marketing food
products, non-food products and services conducive to
more responsible consumption.
The Group is driving progress towards these goals by
improving its own private-label brands, encouraging national
brands to align their practices with its CSR continuous
improvement process, keeping consumers better informed
about products and responsible shopping, and supporting
its suppliers and marketplace merchants for Cdiscount.
The Group is committed to improving the social and
environmental conditions of its supply chain. It has also
undertaken to (i) strengthen the social compliance initiative
and audit plans for private-label production plants located
in countries at risk; (ii) encourage suppliers and marketplace
merchants, as well as SMEs to deploy CSR programmes;
and (iii) support local production chains.
3.5.3.1. Ensuring product quality, safety
and compliance
Product quality, safety and compliance are top priorities for
the Group, across every private-label product range. From
product specifications to store operations, an end-to-end
system ensures that the Group sells safe, healthy products
of the highest quality.
The quality management system deployed within the
Group is based on:
● a dedicated organisation and the expertise of teams:
- the France Group Quality department shares best
practices and procedures with the French subsidiary
Quality departments in such areas as product quality
and safety policies, traceability, supplier audits, crisis
management, and product withdrawal and recall,
- the international subsidiary Quality departments
guarantee the quality standards applied to the private-
label products and ensure that every product sold is
safe for the consumer;
● International Featured Standards (IFS) and the work of
the Global Food Safety Initiative (GFSI) for the French
subsidiaries: Casino Group is a member of the Consumer
Goods Forum’s GFSI and is on the board of directors of
the IFS. The GFSI is a global benchmark for product safety
standards throughout the supply chain;
● regular audits of the Group’s production sites, with particular
emphasis on health and safety risk management. In France,
audits are carried out in compliance with the Hazard
Analysis Critical Control Point (HACCP) principles. Supplier
facilities that have not been IFS-certified are regularly
inspected to ensure that they comply both with applicable
legislation and with Casino Group’s specific standards.
The Group aims to have all rank 1 suppliers involved in
the production of private-label products audited, either
to an international standard (IFS) or, where applicable, to
the Group’s own internal standard. In Colombia, checks
are carried out regularly;
● warehouse inspections and audits throughout the Group
to verify goods and the implementation of best practice
procedures. All Casino banner warehouses in France are
now “IFS Logistics” certified;
● in-store inspections and audits throughout the Group.
Integrated hypermarkets and supermarkets under the
Casino, Monoprix and Franprix banners in France, which
are inspected once or twice a year in accordance with
the Food Store Quality Standard. In Brazil, stores undergo
internal quality audits. At Assaí, weekly reports are conducted
by outside technicians and quality control assistants. In
Colombia, three annual audits are carried out in each outlet;
● specifications shared with suppliers: demanding
specifications are established for each private-label
product. These specifications ensure that the supplier
delivers a product that complies both with applicable
legislation and the quality level expected by the banners
in terms of ingredients, packaging, taste and the origin
and traceability of the raw materials. These specifications,
which are contractually binding on both the Group and the
supplier, consist of descriptive technical data, compliance
statements and analysis reports. They provide a clear,
shared definition of the product upstream of its marketing;
● collaborative management tools shared with food
manufacturers to convert specifications and effective
product tracking to electronic format;
● procedures and tools for traceability, withdrawal, recall
and crisis management, for all Group business units;
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● product quality controls conducted throughout the year:
- in-store product control plans: in France, virtually all
private-label products are analysed at least once a year
by an independent laboratory. As part of this process, the
Quality departments of French subsidiaries, impelled in
particular by the Group Quality department, conduct
microbiology and physiochemical tests to manage health
risks and comply with both regulations and banner
specifications,
- monitoring sensory quality in France using sensory
analyses conducted with consumers. Operations in
France have their own sensory evaluation laboratories,
- grading of fresh fruit, vegetables, butcher meats and
seafood in Casino, Monoprix and Franprix warehouses
and internationally,
- each breach of compliance detected undergoes a risk
analysis and is addressed with an action plan whenever
necessary, in France as well as internationally;
● a set of core commitments for the Group’s private-label
products in France defining ingredients, additives and
controversial substances to be avoided, reduced or
eliminated, along with commitments to sustainable
raw materials sourcing; Éxito has implemented similar
commitments;
● customer complaints for the entire Group, which are
monitored by subsidiary heads of Quality, who work
closely with the manufacturers as part of a continuous
improvement process;
● a regulatory monitoring system, which includes participation
in various working groups of the French Fédération du
Commerce et de la Distribution. In addition, risk foresight
is coordinated by a risk management committee, led by
the Group Quality department with the support of a third
party expert. Every two years, emerging risks, alternating
between food and non-food products, which have been
identified in scientific and media reviews and based on
the expectations of civil society are mapped out. The Latin
American subsidiaries also monitor regulations.
■ Performance
Total product recalls during the year(*)
of which private-label product recalls during the year
% of integrated stores covered by a quality audit(*)
% of certified or audited private-label production facilities(**)
of which % of IFS- or BRC-certified sites
of which sites audited by the Group
With the tensions arising in certain supply chains as a result
of the war in Ukraine and the current period of high inflation
in raw materials, a number of changes are required (sourcing,
types of livestock farming, etc.) to secure production and
supply. Temporary changes to the specifications of our
private-label products have been made and are monitored
by the Group Quality department with a view to a return
to normal as soon as possible.
The subsidiaries have also deployed their own programmes.
GPA, for example, raises the standards of the following
programmes every year:
● “Quality from the Source”, which is improving the quality
and traceability of fruit and vegetables by inspecting
production conditions early in the process (such as water
use, soil management, waste management and the use of
agrochemicals), product transport and storage conditions,
and the use of pesticides. Depending on the supplier’s
risk assessment, GPA controls and tracks, as required, the
proper implementation of the defined corrective action
plans and, if necessary, excludes suppliers that fail to
comply with programme standards. Since 2017, more
than a hundred crops have been included and controlled
under the programme;
● the Programa Evolutivo de Qualidade (PEQ) programme,
which has been assisting suppliers of private-label products
in terms of quality and food safety since 2013, and
encourages them to obtain internationally recognised
certification from an independent body through annual
assessments. Over 117 suppliers are already GFSI-certified.
In Colombia, Grupo Éxito supports its suppliers in
implementing food safety processes in programmes such
as Food Defense and Food Fraud.
2021
489
118
100%
97%
91%
6%
2022
314
70
100%
97%
90%
7%
(*) Scope: France.
(**) New indicator – Scope: production facilities of Casino and Monoprix private-label food products. Use of the International Featured Standards
(IFS) or British Retail Consortium (BRC) standards.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.5.3.2. Supporting consumer health
■ Improving nutritional value
The Group’s health and nutrition programme, initiated in
2005, capitalises on the experience and expertise it has
acquired since 1901, when the first Casino private-label
product was created. It has since been strengthened:
● in 2008, with the signing of a charter of voluntary nutritional
progress commitments with the French Ministry of Health,
under the National Health and Nutrition Plan (Programme
National Nutrition Santé – PNSS). Applying the charter in
France led to improvements in more than 2,000 recipes
and the inclusion of selected nutritional criteria in private-
label food product specifications;
● in 2010, with the establishment of a Health Committee
that meets three times a year to analyse data, the latest
scientific trends and consumer expectations in the field
of health. The Committee issues recommendations on
controversial ingredients such as aspartame, endocrine
disruptors, bisphenols and pesticides, and supports the
Group in developing special private-label product lines in
France, such as poultry raised without antibiotics and frozen
vegetables that are guaranteed to be free of quantified
pesticide residues.
Today, the Group is assertively supporting its private labels by:
● improving the nutritional profile of its products;
● eliminating controversial substances;
● promoting more legible nutrition labelling to better
inform consumers;
● developing product ranges for specific nutritional
requirements, such as baby food, gluten intolerance and
sugar-free products;
● promoting and expanding the organic product lines;
● developing product ranges formulated with protein
alternatives to meat and dairy products, and promoting
the consumption of such plant-based alternatives, for a
more balanced diet;
● raising employee awareness of nutritional issues.
3.5.3.2.1. Improving the nutritional profile
and ingredients of private-label
products
For many years, the Group has defined strict criteria in
its private-label specifications both for food products
(GMO-free, limited additives, no ionised ingredients, etc.)
and for household and health/beauty products (no parabens,
triclosan, etc.).
Since 2008, the Casino brand has made a considerable
effort to reduce the salt, sugar and fat content in the
recipes of more than 2,000 items, in accordance with
PNSS recommendations, and more recently to obtain
higher product Nutri-Scores. By 2022, 60% of Casino brand
products had A, B or C Nutri-Scores.
Monoprix has expressed its commitments in a Sustainable
Nutrition Charter, which covers nutritional standards, the
banning of controversial ingredients, the traceability of raw
materials, and raw materials quality standards. The banner
has also committed to displaying the Nutri-Score on its
private-label product packaging from the end of 2022.
Since 2020, Casino Group has been reducing the salt
content in its private-label products to work towards
targets to reduce salt intake set by the World Health
Organisation and the National Health and Nutrition Plan. In
2021, it created the Club R&D sel industriels with partner
manufacturers from the product categories that contribute
the highest salt intake, to share best R&D reduction practices
with experts. Since 2021, salt content has been optimised
for more than 300 items in France.
In Latin America, GPA offers the Taeq brand of health-
conscious products meeting specific criteria (organic,
gluten-free, etc.). Éxito is pursuing the action plans to
optimise its food products that were defined as part of
the nutritional assessment conducted in 2015. In 2021,
the nutritional profiles of more than 6,400 products were
analysed and reviewed to comply with Food Standard
Agency requirements, with a focus on continuing to
enhance the healthcare product lines developed as part
of the banner’s Vida Sana programme. In Colombia, Taeq
brand product packaging shows the content of sugar,
sodium and saturated fatty acids.
■ Eliminating controversial substances
To actively contribute to the public debate on the
connection between food and health and respond to
stakeholder expectations, the Group has identified the
controversial substances present in its private-label brands
in France and undertaken to eliminate them as soon as
possible. This process addresses the need to fight against
cardiovascular disease, obesity and other chronic disorders,
and to attenuate the risks related to endocrine disruptors,
antibiotic resistance and allergens.
In France, the Group has defined a set of core commitments
that apply collectively across its banners’ (Casino, Monoprix,
Franprix) private labels concerning additives, ingredients
and other controversial substances. a total of 85 ingredients,
additives or controversial substances to avoid, reduce or
eliminate in the production of private-label food products.
By the end of 2022, 80% of these substances (68) had
been phased out or already discontinued.
264
■ Genetically modified organisms
Since 1997, the Group has guaranteed that the ingredients,
additives and flavourings used in its private-label products
sold in Casino, Monoprix and Franprix stores in France
are entirely GMO-free. Outside France, the subsidiaries’
private-label products comply with applicable legislation
and labelling rules. In Brazil, for example, products are
inspected, and indicate the presence of GMO ingredients
in excess of 1%.
3.5.3.2.2. Informing consumers about
product nutritional profiles
and encouraging balanced
eating habits
The Group believes in providing consumers with better
information about the nutritional qualities and health
impact of its products.
● In France, the Casino and Franprix brands have committed
to displaying Nutri-Scores on all private-label products. This
colour-coded labelling ranks products in five categories,
ranging from the most nutritional (Green/A) to the least
(Red/E), based on favourable nutrient and food content
(fibre, protein, fruit and vegetables) and unfavourable
nutrient content (calories, saturated fatty acids, sugars
and sodium). Nutri-Scores were shown on more than
4,200 private-label products in 2022. Private-label food
products, in compliance with local legislation, also feature
nutritional labels stating their energy value and the amount
of protein, carbohydrates, sugar, fats, saturated fats, dietary
fibre and salt they contain. At its own initiative, Group
banners display these labels on their private-label products
that are not subject to regulations. Regulations also require
the presence of allergens to be clearly displayed in the list
of ingredients, and the origin of milk and meat. Casino also
supports the Allergobox.com platform, for people with
allergies or food sensitivities. Its database now includes
3,300 Casino-brand food products that consumers can
look up to see if they are compatible with their dietary
restrictions.
● Internationally, Éxito continued to roll out its voluntary
nutritional labelling system, identifying nutrients associated
with dietary risks. This labelling already covers 100% of Taeq
products. In Brazil, GPA further improved its nutritional
labelling system on its Taeq private-label products,
indicating the levels of saturated fats, fibre, sodium and
vitamins, and continues to highlight the presence of
any allergens or additives in the list of ingredients. To
encourage more responsible consumption habits, Pão
de Açúcar continued to broadcast the “Lugar de Escuta”
podcast to raise awareness of the need for healthier, more
sustainable products. The banner also continues to offer
trade discounts on all organic products on Wednesdays
and Thursdays.
3.5.3.2.3. Offering organic products,
and products guaranteed
to be free of pesticide residues
The Group’s banners are developing and championing
innovative farming initiatives that are beneficial for the
environment, farmers and consumer health. The banners
offer a wide range of more than 2,500 private-label certified
organic food products in France, under the Monoprix Bio,
Franprix Bio and Casino Bio private labels, and through the
Naturalia stores. The Taeq private label range offered by GPA
and Éxito in South America includes many organic products.
In addition, the Group offers a large range of fruit and
vegetables that are guaranteed to be free of pesticide
residues. Launched in 2016, the Casino AgriPlus programme
enables Casino stores to offer frozen and fresh fruit and
vegetables guaranteed to be free of pesticide residues. This
innovation stems from an engaged process of improving
agroecological practices and quality, in order to address the
leading concern of consumers by eliminating all traces of
pesticides in food. The pesticide-free guarantee is backed by
the precautions taken at each stage of the farm production
cycle by Casino partners, who apply sustainable farming
practices (carefully selected crop land and seeds, crop
protection plan, etc.). The absence of quantified residual
insecticides, fungicides, herbicides or other pesticides is
verified by an accredited independent laboratory. All of
the Casino brand fruit and vegetables are either organically
grown or guaranteed to be free of quantified pesticide
residues.
3.5.3.2.4. Offering products from animals
raised without antibiotics
In order to combat the risks associated with antibiotic
resistance, Casino Group has developed a range of products
from animals raised without antibiotics, including chicken,
pork and salmon ranges. Antibiotic resistance is a public
health issue and the use of antibiotics in livestock farming
is a significant concern for French consumers.
In addition, the Casino brand has been working for several
years with livestock breeder associations to develop
chicken and pork production chains that are raised without
antibiotics across the animal lifecycle. This process is helping
to combat antibiotic resistance, in line with the French
Ministry for Agriculture’s 2017 Écoantibio plan to reduce
the use of antibiotics in farming by 25% over five years.
All Casino private-label chickens (Casino Terre & Saveurs,
Casino Bio and Casino) and Terre & Saveurs-label salmon
are raised without antibiotics. The Monoprix banner also
offers a range of products from animals raised without
antibiotics, including salmon, sea bass, sea bream and trout
in the seafood section, Monoprix and Monoprix Bio Origines
chicken, duck, veal, pork and cooked ham.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
In addition, all of the banners carry organic products (see
section 3.5.4.6) that guarantee the use of best production
practices.
3.5.3.2.5. Developing specific product ranges
In addition to requiring suppliers to comply with nutritional
and health criteria for private-label products, Casino Group
markets several product ranges aligned with the nutritional
needs of certain consumers who require gluten-free, sugar-
free, lactose-free and other special diets. Casino, for example,
offers sugar-free and gluten-free products developed in
association with the French Diabetes Federation (FFD)
and the French Association of People Living Gluten-Free
(AFDIAG). Naturalia stores also carry a line of organic,
AFDIAG-certified gluten-free products, as well as enhanced
assortments of salt-free and lactose-free products. Taeq,
the Group’s private label marketed in Colombia and Brazil,
also includes products suitable for gluten-free, low-sugar
or sugar-free, low-sodium, and lactose-intolerant diets.
3.5.3.3. Monitoring and improving the
social and environmental
impacts of the supply chain
One of the primary goals of CSR policy is to monitor and
improve the social and environmental impacts of the
supply chain by:
● deploying a process to assess social, human and
environmental risks at suppliers and across the production
chains, particularly in compliance with requirements;
● strengthening monitoring and improvement procedures
for suppliers of private-label products based in countries
at risk, particularly with respect to duty of care obligations;
● supporting local production chains;
● facilitating suppliers’ CSR initiatives.
■ Commitment
Through the nine commitments in its Ethics Charter, the
Group has reaffirmed its respect for the values, principles
and human rights defined in:
● the Universal Declaration of Human Rights;
● the International Covenant on Civil and Political Rights;
● the International Covenant on Economic, Social and
Cultural Rights;
● the eight Fundamental Conventions of the International
Labour Organization (ILO) on freedom of association and
the effective recognition of the right to collective bargaining
(Convention 87: Freedom of Association and Protection of
the Right to Organise and Convention 98: Right to Organise
and Collective Bargaining); the elimination of all forms
of forced or compulsory labour (Convention 29: Forced
Labour and Convention 105: Abolition of Forced Labour);
the effective abolition of child labour (Convention 138:
Minimum Age and Convention 182: Worst Forms of Child
Labour); the elimination of discrimination in respect of
employment and occupation (Convention 100: Equal
Remuneration and Convention 111: Discrimination).
It has also pledged to uphold:
● the 10 Principles of the United Nations Global Compact
since 2009. The Group’s commitments are reflected in these
principles, particularly Principle 2: Businesses should make
sure that they are not complicit in human rights abuses;
Principle 4: Businesses should uphold the elimination of
all forms of forced and compulsory labour; Principle 5:
Businesses should uphold the effective abolition of child
labour; Principle 10: Businesses should work against
corruption in all its forms, including extortion and bribery;
● the Women’s Empowerment Principles developed by
UN Women, since 2016 (Principle 2: Treat all women
and men fairly at work – respect and support human
rights and non-discrimination).
The Group supports the 17 UN Sustainable Development
Goals, particularly SDG 5 on gender equality; SDG 8 on
decent work and economic growth; and SDG 12 on
responsible consumption and production.
As a founding member of the Businesses for Human Rights
(EDH) association, Casino Group supports cross-industry
initiatives to identify and prevent risks in the areas of human
rights violations, employee health and safety and serious
damage to the environment.
The Group supports and takes part in multi-stakeholder
initiatives, namely:
● the Consumer Goods Forum (CGF), by supporting its
resolution calling for the eradication of forced labour;
● the Initiative for Compliance and Sustainability (ICS), of
which it has been a member since 2000 and whose
audit protocol it uses to monitor and improve working
and environmental conditions in the production facilities;
● the amfori BSCI (Business Social Compliance Initiative),
of which Casino Global Sourcing, the Group’s sourcing
subsidiary, has been a member since 2017, to strengthen
its audit plans;
● the International Accord for Health and Safety in the Textile
and Garment Industry, with its subsidiary Monoprix. In
September 2021, this agreement replaced the Accord
on Fire and Building Safety, which the Group signed in
2013 to support the multi-stakeholder efforts to improve
safety conditions in factories in Bangladesh, in alignment
with local practices;
● the Associação Brasileira do Varejo Têxtil (ABVTex) in
Brazil, which brings together mass and speciality retailers
to monitor and improve production conditions in local
garment factories;
● the Cerrado Manifesto Statement of Support (SoS) to
protect Brazil’s Cerrado from deforestation;
266
● coalitions to improve raw material supply chain transparency,
such as the Palm Oil Transparency Coalition, the Soy
Transparency Coalition, the Retailer Cocoa Collaboration
and the Consumer Goods Forum’s working group on
cattle farming.
Directors, the Director of Production, Innovation, Quality
and Mediation at the AMC purchasing unit, the Group Risk
and Compliance Director, the Group CSR and Engagement
Director, the Group Insurance Director, the Group Internal
Control Director and the Group Employment Law Director.
These commitments are promoted among:
Its role is to:
● employees, through the Group Ethics Charter and the
Code of Ethics and Conduct issued in 2017 to reaffirm,
in particular, the Group’s commitment to combating
corruption (see section 3.4.2);
● stakeholders, through the Group’s support for global and
industry initiatives (see the above paragraph) and its CSR
strategy, deployed since 2011;
● suppliers, particularly through the Supplier Ethics Charter.
Lastly, Casino Group fosters open, constructive dialogue
with stakeholders (see section 3.3). In 2014, for example, it
signed an initial CSR agreement with the four representative
trade unions, which was renewed first in 2017, and then
again in 2020 for further three-year periods. Through the
agreement, the parties acknowledge the importance of:
● encouraging suppliers to address CSR issues in their own
supply chain and to promote their responsible products;
● their duty of care;
● continuing to train buyers in the standards defined in the
Supplier Ethics Charter and to take working conditions
and environmental criteria into account when selecting
suppliers;
● auditing supplier production facilities in countries deemed
at risk and assisting them, to the extent possible or necessary,
in deploying corrective action plans.
The Group’s main initiatives in this area are described in
section 3.5.3.4.
3.5.3.4. Duty of care plan
3.5.3.4.1. Action principles
Casino Group’s duty of care plan is built on the undertakings
it has made to stakeholders and the initiatives it has been
involved in since the early 2000s (see paragraph below).
■ Duty of Care Committee
In 2017, Casino Group set up a Duty of Care Committee,
whose members include the Secretary of the Board of
Directors, the Group General Secretary, the Executive
Director, Merchandise and Chairman of the AMC purchasing
unit, the Non-Food Purchasing and Food Purchasing
● ensure implementation of French law No. 2017-399 of
27 March 2017 on the Duty of Care of Parent Companies
and Ordering Parties, which is designed to identify risks and
prevent serious violations of human rights and fundamental
freedoms, serious harm to the health and safety of persons,
and serious damage to the environment resulting from
the operations of (i) the company; (ii) the companies it
controls; or (iii) subcontractors or suppliers with which
the company has an ongoing business relationship, when
such operations are part of said relationship;
● define the risk mapping methodology and effectively
map the risks involved in the operations of the Group
and its suppliers;
● analyse the findings of the risk mapping exercise;
● ensure that action plans are in place to mitigate risks
and prevent serious violations or harm, that these plans
are implemented and that their effectiveness is assessed;
● ensure that an alert mechanism is in place to report
potential violations.
The risk mapping exercise is tracked and reviewed
annually, to reflect the Group’s action plans and input
from stakeholders.
The Committee met twice in 2022.
■ Risk mapping and regular assessment procedures
To analyse in more detail the risks involved in the Group’s
business operations (see section 4.3 "Main risk factors"), in
2017, the Duty of Care Committee defined the methodology
for mapping the specific risks of causing serious violations
of human rights and fundamental freedoms, serious harm
to employee health and safety, or serious damage to the
environment:
● due to the direct operations of the Group, in light of the
procedures in place. Existing procedures intended to
prevent these risks were assessed in light of the human
resources, quality, purchasing, CSR and environmental
policies in place;
● due to the operations of suppliers. The risk map identifies
the risks related to the purchase of national-brand and
private-label goods for resale and of goods and services
for general and administrative purposes.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Given the Group’s business operations, 12 major risks were addressed
Human rights and fundamental freedoms
1 Forced or child labour
2 Respect for labour rights (unreported work, discrimination, freedom
of association, working hours, etc.)
3 Respect for fundamental rights (women’s rights, harassment, etc.)
4 Armed conflicts (conflict zones or resources, border disputes, etc.)
Personal health and safety
1 Respect for employee health and safety
2 Employee handling of hazardous products
3 Consumer risks
Environment
1 Water and soil pollution (pesticides, chemicals, etc.)
2 Greenhouse gas emissions (polluting processes, energy-intensive processes)
3 Deforestation
4 Harm to biodiversity
5 Sustainable management of resources and waste
Each risk was weighted to reflect the relative seriousness
of each one in relation to the Group’s business operations.
■ Supplier risk map
S u p p l i e r r i s k s we r e m a p p e d u s i n g t h e fo l l ow i n g
methodology:
● Assess the risks related to products sold: for each substance
contained in a marketed product, the level of risk in the
12 categories defined above was systematically analysed
using documentary sources (international studies, NGO
reports, surveys, media reports) and in-house assessments.
In this way, 200 substances at risk were identified, assessed
and classified according to their level of criticality in each
of the 12 risk categories (risk severity). Then, the level of
risk in products sold was defined based on the amount of
the substances in question in each one (risk probability).
● Assess the risks related to the country of supply or
production of the product and any assessed substance
content: in recent years, the Group has analysed risks in the
countries where its private-label products are manufactured,
enabling it to assess and address, for each product, the
risks stemming from its country of manufacture or known
origin. This country risk analysis measures and combines
a number of indicators, such as:
- the number of fundamental ILO conventions ratified
by the country;
- the Human Development Index (HDI) of the United
Nations Development Programme (UNDP);
- the percentage of child labour in the country, according
to UNICEF;
- the prevalence of forced labour, as measured by the ILO;
- the Worldwide Governance Indicators (WGI) issued by
the World Bank;
- the Environmental Performance Index (EPI) developed
by Yale University and Columbia University.
268
This analysis was reviewed and compared with the country
risk analysis developed by the ICS in 2019, which draws on
all the indicators included in the country risk analysis led
by Casino Group, in addition to the following indicators:
- the SDG Index of the United Nations Sustainable
Development Solutions Network;
- the Global Rights Index of the International Trade Union
Confederation (ITUC);
- the Freedom in the World Index of the US NGO Freedom
House;
- the Trafficking in Persons Report of the US Department
of State;
- the results of ICS social audits performed in each country;
- product purchasing volumes: the likelihood that the
Group will incur the risk increases with volume;
- the number of vendors per product category: a larger
number of small suppliers makes auditing the upstream
production chains a more complex process.
To assess the overall sourced product risk from the
standpoint of duty of care, the risk criteria described
above were weighted according to the following criteria, in
descending order of importance: product criticality based
on its content, country of supply, purchase volumes and
number of potential vendors.
Country
risk
Proportion of
revenue
+
+
Product
risk
Highest risk
private-label and
national-brand products
and their suppliers
Risks from
each raw material
and their criticality
SEVERITY
With regard to the 12 related
human rights and environmental
risks (see below)
Risks addressed by duty of care
Percentage of these
raw materials at risk in
products sold
PROBABILITY
Human rights
and fundamental freedoms
1. Forced or child labour
2. Respect for labour rights (unreported
work, discrimination, freedom of
association, working hours, etc.)
3. Respect for fundamental rights
(women’s rights, harassment, etc.)
4. Armed conflicts (conflict zones or
resources, border disputes, etc.)
Environment
1. Water and soil pollution
(pesticides, chemicals, etc.)
2. Greenhouse gas emissions (polluting
processes, energy-intensive processes)
3. Deforestation
4. Harm to biodiversity
5. Sustainable use of resources
and waste
Personal health and safety
1. Respect for employee health
and safety
2. Employee handling of
hazardous products
3. Consumer risks
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
These analyses reflect a certain number of issues specific
to Casino Group.
The Group carries a multitude of products, which means
that it works with a very large number of suppliers from a
wide variety of backgrounds, including:
● suppliers of leading or national brands, which represent
a significant share of consolidated revenue. Often, these
companies must also comply with French duty of care
legislation;
● suppliers of private-label products, manufactured in
accordance with specifications defined by the Group’s
purchasing organisations. While these suppliers may be
based in our host countries, the product is often made in
another country, including some that have been deemed
at risk by the Group. They are a priority focus of the duty of
care plan’s mitigation initiatives (see below) and are subject
to the Group’s Supplier Compliance Programme (SCOP);
● a very large number of suppliers, most of whom are SME/
VSEs, cooperatives and farmers who supply the Group’s
stores locally, especially with fruit, vegetables, meat and
other fresh products. In Colombia, for example, Grupo
Éxito sources almost 90% of its fruit and vegetables locally;
● suppliers of goods and services for general and administrative
purposes and other purchases not for resale, including
service providers (security, cleaning, etc.) that may involve
specific risks, such as discrimination in hiring. Most of
these goods and services are purchased locally.
The Group’s initiatives made it possible to map the
purchasing risks and rank them by criticality, thereby
revealing the product categories whose content presented
the highest risk profiles, according to the 12 identified risks.
These included:
● private-label apparel made in countries at risk, most
notably Bangladesh;
● private-label food products containing palm oil, an
ingredient found in some of the Group’s own-brand items;
● products sourced from cattle ranches and sold in our
stores in Brazil.
In 2018, GPA performed a supplementary review with the
support of a consultancy, which confirmed the Group’s risk
map while identifying specific risks related to products
sold in Brazil.
Suppliers of these products are the focus of priority duty
of care action plans.
In 2017, deployment of the supplier risk map was presented
to TFT Earth – Earthworm Foundation, a specialist in
the impact of supply chains and raw materials on the
environment and deforestation.
Procedures for regularly assessing suppliers as part of the
risk mapping exercise are described in section 3.5.3.4.3
"Annual social audit campaign".
■ Continuous risk analysis and updating the supplier
risk map
A new analysis of the level of risk of the 200 substances
already taken into account in the previous supplier risk
map was carried out in 2019, based on an identical
methodology. This resulted in an increased level of risk for
most of the substances studied, mainly due to an increase
in the environmental risks associated with these substances.
However, between the two analyses, there was little change
in the list of different substances assessed as having the
highest risk.
In 2020, the CSR and Engagement department initiated
an updated review of NGO reports on food and non-food
compounds and raw materials that may be present in
products carried on Group shelves, in a commitment to
identifying any new or emerging risks. The risk weighting of
each compound was diligently analysed by the Purchasing
department using its proprietary “Responsible Together”
application.
Casino Group remains constantly alert to identifying and
preventing the serious risks of human rights violations or
damage to the environment faced by the retail industry.
As part of this commitment, it carefully tracks reports from
local and international NGOs concerning retailing industry
suppliers, the responses submitted by these suppliers, and
any significant events reported by recognised media. This
information is factored into the assessments of potential
risk arising from direct suppliers.
In 2020, several significant retail industry events were
analysed to identify serious new risks of human rights
violations or environmental damage involving direct
suppliers, including:
● Amnesty International’s allegations that a leading Brazilian
beef supplier may have committed human rights abuses;
● claims by several NGOs and other organisations that
Brazilian cattle ranches working for three major national
brand agri-food suppliers were allegedly complicit in
stripping local forests.
These events and allegations prompted Casino Group
to address the related risks and to strengthen existing
measures as necessary.
In 2021, the CSR and Engagement department updated
its weighting system applied to the 12 risk criteria taken
into account in its map, and finished updating the analysis
of each compound based on information available in its
“Responsible Together” application. The updated map
determines gross and net risk for the main compounds, in
line with action plans implemented with suppliers. The list
of compounds/products with the highest risk was shared
with the Group’s main subsidiaries in Latin America so that
they could better adapt their risk analysis to their respective
markets and add more specific local risks. This updated
map was presented to the Duty of Care Committee at the
end of 2021.
270
As in 2020 and 2021, with a view to keeping its risk analysis
up to date, Casino Group continued to survey press articles
and reports from organisations and experts on risks of human
rights and environmental violations involving products
sold in its stores and the suppliers associated with them.
Lastly, purchasing department employees learnt about the
importance of reporting any instance or information that
could implicate its suppliers.
■ Mapping subsidiary risks
Risks in the subsidiaries were mapped in 2018 using the
following methodology: after validation by the Duty of
Care Committee, a questionnaire covering the 12 risks
mentioned above and two issues related more specifically
to the management system and to purchasing and supplier
management practices was sent to each of the international
subsidiaries so that they could self-assess their risks. Each
of the 118 questions was rated low-, medium- or high-risk,
so that the answers could be used to determine a level of
overall risk for each subsidiary. When necessary, additional
information was requested to enable a more precise
determination. The analysis was carried out by the Group
CSR and Engagement department.
The following issues were addressed:
● Social issues:
- Child labour and young workers;
- Forced labour;
- Discrimination;
- Violation of freedom of association;
- Violation of working hours;
- Non-payment of wages, violation of minimum wage
and benefits legislation;
- Health and safety;
- Respecting local communities;
- Product safety;
- Right to information.
● Environmental issues:
- Environmental policy;
- Combating climate change;
- Sustainable use of resources;
- Circular economy;
- Protection of ecosystems (natural habitats);
- Chemicals/hazardous substances.
● Management system issues:
- Management system;
- Training;
- Incentives for buyers;
- Internal dissemination of the ethics policy;
- Supplier accreditation;
- Termination of a business relationship;
- Data management and security.
● Purchasing practices and supplier management issues:
- Sourcing;
- Traceability;
- Subcontracting;
- Direct purchasing;
- Business intermediaries for suppliers;
- Franchisees;
- Business partners (projects);
- Service providers.
The assessment identified the following major risks:
● discrimination and harassment in three Group subsidiaries,
where it was decided to strengthen existing prevention
systems. The risk is now considered low in light of the
monitoring initiatives put in place. The preventive
measures will remain in effect throughout the Group
and its subsidiaries;
● risks of non-compliance with supplier management
procedures (accreditation rules and authorised
subcontracting guidelines, etc.). In particular, given the
type and complexity of the procedures in place and the
number of people involved in their implementation, there
was a risk of non-compliance with all of the requested
measures in three subsidiaries.
■ Continuous risk analysis and updating
the subsidiary risk map
In the same way as for supplier risks, the Group analyses
input such as retail industry reports and significant events to
gauge the potential risk related to its subsidiaries’ activities.
In 2020, 2021 and 2022, several retail industry events were
analysed to identify emerging risks of seriously abusing
human rights or fundamental freedoms, endangering
people’s health and safety or causing environmental
damage. These included:
● the Covid-19 pandemic: Casino Group, through its
subsidiaries in France and South America and its suppliers,
was directly impacted by this crisis, which posed a potential
risk to the health and safety of its employees. Throughout
the year, the Group’s over-riding priority was to safeguard
employees and customers, based on prevailing scientific
knowledge, WHO recommendations, and government
guidelines;
● the death of a customer at the hands of a security guard
in a competitor’s store in Brazil in 2020 underscored the
risk of serious human rights violations and discrimination.
In addition, several high-profile cases of discrimination and
racism based on skin colour were condemned in the retail
and hospitality sector in Brazil and many other countries;
● alerts raised in several stakeholder reports regarding
the risk of deforestation linked to the production of raw
materials in various countries, notably in the beef supply
chain in Brazil.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
These events led Casino Group to strengthen existing
measures as necessary.
In 2022, the CSR and Engagement department asked
the Group’s main subsidiaries to update the monitoring
of defined action plans and update the risks related to its
subsidiaries’ activities.
■ Stakeholder dialogue
Casino Group and its subsidiaries regularly engage with
stakeholders, including non-governmental organisations and
public authorities, to continue improving the identification of
serious risks of human rights and environmental violations in
the supply chain. It also participates in several collaborative
platforms on environmental and human rights issues. This
dialogue takes the form of bilateral or multilateral exchange
within working groups made up of multiple stakeholders.
The Group also answers questionnaires sent by associations.
In 2021 and 2022, Casino Group and its subsidiaries
concerned have interacted with several associations, namely
on issues involving:
● raw materials in their supply chain. The Group engages in
dialogue with its peers and associations by participating in
working groups on soy, charcoal, tuna, shrimp and pesticides
led by its partner NGO the Earthworm Foundation, and by
joining the French Soy Manifesto, the French Sustainable
Cocoa Initiative, the Soy Transparency Coalition, the
Palm Oil Transparency Coalition and the Retailer Cocoa
Collaboration. For example, it responded to the WWF
questionnaire on palm oil (in 2021), the Changing Markets
Foundation questionnaire on aquaculture (in 2021), and
the Réseau Action Climat questionnaire on responsible
products (in 2022);
● cattle farming in Brazil with Imaflora, Proforest and the
National Wildlife Federation (NWF), the Beef Working
Group under the Forest Positive Coalition of Action backed
by the Consumer Goods Forum, of which Casino Group
is a member, as well as in 2020 and early 2021 with
Amnesty International regarding its report on a leading
Brazilian beef supplier;
● human rights issues through the Initiative for Compliance
and Sustainability (ICS), Businesses for Human Rights
(EDH), Accord for Health and Safety in the Textile and
Garment Industry in Bangladesh and, for living wage
issues, Platform Living Wage Financials;
● plastics as a signatory to the National Pact on Plastic
Packaging.
Casino Group’s 2020 duty of care plan was presented
to the Group’s union delegates in April 2021. This
presentation provided an opportunity to explain and
discuss its implementation and the action plans deployed.
In addition, as part of the Group’s CSR Agreement, signed
in 2014 and renewed every three years since, the Group
presented the duty of care plan at the annual meeting of
the agreement monitoring committee, held in December
2021 and November 2022. At this meeting, the Group
CSR and Engagement department was able to present
further details on the plan to the Group’s union delegates
and answer any questions.
Group subsidiaries engage in this type of dialogue with local
associations in the countries where they operate.
■ Alert and report compilation mechanisms
After consultations with employee representatives, Casino
Group simultaneously set up two alert mechanisms, one for
reporting Sapin II law violations and the other for reporting
and compiling accusations of alleged or actual risk of causing
the serious violations, harm or damage described in French
law No. 2017-399 of 27 March 2017.
The second mechanism is open to any employee, or any
other person, who wishes to report, anonymously and in any
language, possible infringements of the above-mentioned
law, simply by writing to contact75vgl@deontologue.com.
The address may also be accessed on the “CSR Commitments/
Produce better/Improving the supply chain” page of the
Group’s corporate website (www.groupe-casino.fr).
Reports are received and processed by the Group
Compliance Officer. Anonymised reports are also discussed
during Duty of Care Committee meetings.
In responding to alerts and reports, the Compliance Officer
is expected to consistently demonstrate independence,
objectivity and impartiality. The Officer must keep all such
reports strictly confidential and inform anyone involved
in the investigation and verification procedures initiated
following an alert that such confidentiality extends to them
as well. The Group Compliance Officer must take care that
the identity of the whistle-blower remains confidential at
all times.
Strict confidentiality is also ensured via the following
procedures:
● a secure email address is used;
● a special electronic file is created on a secure server
protected by a regularly changed password.
Casino Group has deployed a full range of systems and
procedures to protect the whistle-blower’s personal data.
In 2022, 16 messages were received at the above address,
as opposed to three in 2021. Each of these messages
received a response.
This system, referred to in the Supplier Ethics Charter
following its update in 2019, expands on the internal
alert mechanism already available to employees (see
section 3.4.4).
Alert mechanisms and processes have also been deployed
in the local operations. In South America, for example,
whistle-blowing channels are in place at GPA and Assaí
in Brazil and Éxito in Colombia, which can be accessed
by both employees and third parties. All of these alerts
are treated confidentially, with procedures to protect the
whistleblower’s identity.
272
In Brazil, the line is open from Monday to Saturday from
8:00 am to 8:00 pm local time:
● GPA: 08000 55 57 11 – ouvidoria@gpabr.com
● Assaí: 0800 777 3377 – ouvidoria@assaí.com.br
In Colombia, employees can access three reporting channels,
managed by an independent outside company:
● Telephone hotline: 018000-522526
● Email: etica@grupo-exito.com
● Online form: https://lineatransparencia.com/exito/
reportesembedded?form#/
These channels are also accessible on www.gpabr.com/pt/
ouvidoria and www.grupoexito.com.co.
3.5.3.4.2. Regular risk assessment
procedures, risk mitigation
programmes and initiatives
to prevent Group business
activities from causing any serious
violations, harm or damage,
and implementation outcomes
Through its CSR policy, Casino Group has for many years
been implementing the prevention plans and risk mitigation
programmes mandated by the French duty of care law.
These plans and programmes are presented in Chapter 3
of this Universal Registration Document (Corporate Social
Responsibility (CSR) and Non-Financial Statement (NFS)).
Among the prevention programmes introduced and
strengthened over this period to address the identified
internal risks arising from the Group’s operations, many
are designed to avoid the risk of abusing human rights,
harming employee health and safety or seriously damaging
the environment.
The programmes and the outcomes of the various initiatives
in 2022 and other years are described in the sections of
this chapter dealing with:
● the Group’s human resources policies, social dialogue and
workplace health and safety, and the Group’s diversity
and gender equality policies (see section 3.5.1);
● community outreach, procurement and quality policies
(see sections 3.5.2 and 3.5.3);
● environmental policies (see section 3.5.4).
(i) Harassment risk
In order to address the risk related to harassment identified
in the subsidiary risk mapping exercise, procedures to be
followed in the event of reports of sexual harassment or
sexist behaviour have been defined and communicated.
In France, anti-sexual harassment “watchdogs” have
been appointed. They have a dedicated email address at
which employees who are victims or witnesses of sexual
harassment can alert them. These correspondents were
trained in 2020, some through an e-learning course, and
others face-to-face, to understand what to do in response
to a report. These procedures, as well as the network of
correspondents put in place, were presented to the Duty
of Care Committee in December 2019 by Casino Group’s
Director of Employee Relations and Innovation. In 2022, a
reminder on this system was sent to the HR directors of all
Group subsidiaries in France, and a new poster presenting
the network of correspondents was produced, for greater
visibility. Four workshops were held in partnership with the
Balance ton stage initiative to raise awareness of sexism
issues, attended by a total of 140 work-study interns and
supervisors. In addition, a specific programme on harassment
and sexism was run at the end of the year, addressing all
managers at the head office and warehouses of the Easydis
subsidiary.
In Latin America, policies, procedures and dedicated
organisational structures have been set up to receive,
follow up on and handle reports and complaints of
workplace and sexual harassment. GPA, Assaí and Grupo
Éxito employees received training on these matters. To
detect possible violations of the companies’ policies and
values, whistleblowing systems are publicly accessible
(by telephone, website and e-mail), enabling anyone to
report any situation of harassment or any infringement of
current legislation, the Code of Ethics, or applicable policies
and procedures. GPA and Assaí have their own specific
departments for receiving and investigating complaints
of sexual harassment. In each instance, GPA investigates
the complaint and where applicable takes appropriate
disciplinary or other corrective action provided for in the
Code of Ethics and and its rules. All complaints can be made
anonymously and are treated confidentially. Assaí runs a
training course on workplace discrimination and harassment
through its internal university, Universidade Assaí.
(ii) Risk of non-compliance with supplier
approval procedures
In the questionnaire used for the 2018 risk mapping
exercise, the subsidiaries were asked to verify the proper
application of all the management guidelines defined in the
Group’s Supplier Compliance Programme (SCOP) Manual.
Analysis of the questionnaires highlighted the need to
strengthen procedures in certain areas and to plan additional
initiatives for the international subsidiaries, in particular
concerning supplier management: more resources have to
be allocated to combating unreported subcontracting and
accreditation procedures need to be improved, notably (i) by
including additional requirements in certain subsidiaries’
supplier contracts and marketing agreements, and (ii) by
expanding training for buyers, accreditation employees and
other people in contact with suppliers.
As a result, in October 2018, a report summarising the
main areas of improvement identified was sent to all of
the international subsidiaries, so that they could undertake
any required remedial action and perform additional risk
audits of their processes.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
The findings of these subsidiary audits were reported to
the Group CSR and Engagement department along with
the related corrective action plans, the rollout of which was
monitored in 2019. Lastly, digital training courses have
been introduced, particularly in the purchasing unit in
France, to ensure that the Group’s social and environmental
supplier compliance programme is properly distributed
and understood.
In 2021, Casino Group updated its Supplier Ethics Charter
to enforce stricter requirements on its suppliers concerning
human rights and the environment. In 2022, this Charter
was issued to purchasing teams and suppliers, along with
a reminder of the procedures to be followed. The Group
CSR and Engagement department renewed instructions to
Purchasing and Merchandise department teams regarding
French duty of care law, to ensure proper reporting of any
serious infringement of human or environmental rights in
suppliers’ supply chains.
(iii) Employee Health and Safety risk in view
of the Covid-19 epidemic
To prevent the risk of serious harm to the health and safety
of employees in view of the Covid-19 pandemic, Casino
Group and its banners implemented an evolving action
plan to protect their employees and customers in 2020.
Implemented by each Human Resources department, the
plan was based primarily on government recommendations
and applicable measures, as well as the recommendations
of the World Health Organisation.
Casino Group’s banners and entities played a pivotal role in
ensuring the continuity of the supply chain and the supply
of food to all people, as well as in protecting employees
and customers in the face of a pandemic whose modes of
transmission and severity were unknown.
The Group’s actions consisted in particular in:
Each Human Resources department now routinely monitors
the number of employees testing positive for Covid-19
in order to verify the effectiveness of measures, without
forgetting that contamination may occur at other times
and places.
The banners obtained several certifications to attest to the
effectiveness of these measures, namely Monoprix, which
received Health Risk Management certification in 2020. This
policy helps to guarantee that health risks will be managed
appropriately over a sustained period by ensuring that all the
banner’s stakeholders – customers, suppliers, buyers, delivery
staff and of course all Monoprix employees – comply with
best practices. Casino banners obtained the label “COVID-19
Hygiene Measures verified by Afnor Group”, a certification
based on good practices available to prevent the risk of
spreading the virus. In South America, Éxito implemented
numerous measures to continue protecting its employees
and customers. All of these actions were recognised by the
independent institute Monitor Empresarial de Reputación
Corporativa, which placed Éxito among the three most
responsible companies in managing the Covid-19 crisis.
In its Annual Report, GPA presents all the measures taken
to protect customers and employees.
(iv) Risk of human rights violations related
to store security in Brazil
A specific questionnaire was drawn up in 2020 by the Group
CSR and Engagement department to provide a more precise
analysis of the risk of human rights violations by its security
service providers. It enables each subsidiary to conduct a
self-assessment, to obtain a diagnosis of its exposure to the
risks generated by the use of security service providers and
to implement appropriate corrective action plans.
The questionnaire is based on recommendations contained
in international references in terms of private security,
namely the:
● providing employees with masks, gloves and hand sanitiser;
● International Code of Conduct for Private Security Service
● promoting and enforcing the adoption of protective
Providers (ICoC);
measures;
● putting up signs to enforce social distancing in stores;
● installing plexiglass partitions to protect cashiers;
● implementing telecommuting on a large scale for staff
at administrative sites.
Depending on local recommendations and the period of the
pandemic, other measures were implemented, including:
● taking the temperature of staff and implementing rapid
tests in Brazil;
● limiting the number of customers in stores;
● cleaning of the store or relevant areas if an employee
tested positive for Covid-19.
● Sarajevo Client Guidelines for the Procurement of Private
Security Companies (SEESAC, 2006);
● Voluntary Principles on Security and Human Rights:
Implementation Guidance Tools (ICMM, ICRC, IFC, IPIECA:
2011).
The questionnaire, consisting of 61 questions, evaluates
procedures concerning:
1. Risk and impact assessment;
2. Calls for tender;
3. Contracts;
4. Work standards;
5. Background checks;
6. Training;
7. Security equipment and use of force;
8. Control and accountability;
9. Human rights violations;
10. Relations between public and private security.
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Rolled out as a priority in Brazil and Colombia, the analysis
of the responses to the questionnaire identified areas for
improvement.
In addition, to address the growing risk of the use of force
by security guards and store personnel to combat theft in
stores in Brazil (see section “Continuous risk analysis and
updating the subsidiary risk map”), GPA has adopted an
action plan for these personnel, which was presented to the
GPA Governance and CSR Committee in 2020. It consists of:
● reviewing the procedures and guidelines for people in
charge of tracking thefts in stores, and the alert system
in case of customer complaints;
● re-evaluating the procedure for selecting security service
providers, including ensuring that officers are registered
with the federal police;
● organising an annual workshop with all service providers
and online training in procedures for cashiers, managers
and other staff, as well as training to combat unconscious
stereotypes and respect human rights;
● carrying out several initiatives to raise employee awareness,
such as the introduction of diversity ambassadors in shops
and the promotion of good practices to ensure the safety
of everyone in a benevolent manner.
In 2021, the action plan continued to be deployed in
order to:
● review procedures for in-store security, selection and
accreditation of security service providers;
● deploy training/awareness workshops for security guards
and store personnel on respect for human rights and the
fight against discrimination and stereotypes.
For example, in 2021, GPA updated the contracts it signs
with its security service providers to include stricter clauses
in the event of discrimination committed in-store by a
security guard. GPA is also working with its security service
providers to employ more women security guards in its
stores. Also, as part of its fifth Diversity Week, GPA partnered
with an outside expert to design a training programme for
its security service providers, security guards and staff from
various GPA departments (Security and Loss Prevention,
Report Collection, Compliance, Diversity and Inclusion). In
Colombia, Éxito conducted a human rights risk analysis with
the support of a consultancy firm. It involved interviewing
security service providers to assess their crisis management
protocols in handling human rights violations.
Similarly, in 2022, Assaí maintained its previous contracts
and called in new service providers, contractually bound to
complying with clauses on non-discrimination and human
rights. Assaí also promotes gender equality in security
functions, and encourages service providers to employ
more women as security guards in stores. All suppliers sign
the Supplier Ethics Charter, which specifies the standards
to be met and provides a list of internal documents to
which the supplier must comply, such as the Diversity and
Human Rights Policy. Assaí also held two workshops run
by companies specialised in diversity issues, addressing
service providers whose employees work in its stores and
are in contact with Assaí’s employees and customers. The
subjects covered included promoting inclusion, respect for
diversity and human rights, and combating discrimination,
unconscious biases, and discrimination-related violence.
As part of GPA’s sixth Diversity Week programme, on-site
training was provided to GPA’s security service providers.
Taught by directors and managers responsible for the
security of goods and from the Compliance and Customer
Service departments, the training addressed the promotion
of respect and human rights as well as GPA’s security
policies and protocols.
Finally, the whistleblowing system for reporting potential discrimination has been enhanced and expanded.
Entity
GPA
Assaí
Éxito
Number of service providers
Number of security guards
2021
2022
10
20
5
10
74
6
2021
1,973
1,883
1,974
2022
1,383
2,001
2,000
Number of service providers
that participated in company-led
training activities
2021
2022
10
20
5
10
74
6
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.5.3.4.3. Regular risk assessment
procedures, risk mitigation
programmes and initiatives
to prevent suppliers from causing
any serious violations, harm
or damage, and implementation
outcomes
(i) Suppliers of private-label products
made in countries at risk
Regular risk assessment procedures,
risk mitigation programmes and initiatives
to prevent serious violations, harm or damage
Casino Group has had risk prevention and mitigation plans
in place for several years within its supply chain, notably
among private-label suppliers, and particularly apparel.
These initiatives have been regularly reviewed and upgraded
since 2015.
Supplier Ethics Charter
The Supplier Ethics Charter, which is applicable across the
entire supply chain, reaffirms the Group’s commitment to
promoting responsible retailing and, more specifically, to:
● banning all illegal practices in business relations and
requiring compliance with applicable laws, principles,
international and national standards and regulations
in force, as well as the Group’s anti-corruption policies;
● upholding human rights (prohibiting child and forced
labour, combating discrimination and abuse, respecting
freedom of association, offering at least the legal minimum
wage, etc.), and occupational health and safety;
● taking constant care to protect the environment, particularly
by optimising the use of natural resources, diligently
managing waste and abating deforestation and pollution.
The distribution and signing of the Supplier Ethics Charter
is a key step in the process of approving the production
facilities that manufacture the Group’s private-label products.
By signing the Charter, suppliers recognise the primacy
of the principles contained in the following documents:
● the Universal Declaration of Human Rights;
● international conventions on fundamental human rights;
● fundamental international labour standards, as defined
by the ILO Declaration;
● other applicable international labour standards (ILO
conventions).
By endorsing the Charter, suppliers embrace the Group’s
commitments and may not subcontract without the Group’s
formal agreement. Suppliers also agree to undergo audits
to make sure that they comply with their commitments
in accordance with the conditions set out in Casino’s
Supplier Compliance Programme Manual (SCOP). The
manual was updated and expanded in 2019 to incorporate
changes in the Compliance Programme, in particular
concerning the monitoring of corrective action plans and
the implementation of ICS environmental audits.
Production plant approval policies in countries
at risk
Since 2002, Casino Group has deployed a social ethics
initiative with its apparel and other private-label suppliers
in an effort to monitor and help to improve the working
and environmental conditions in which these products
sold by Group entities are manufactured. Managed by the
Group CSR and Engagement department in liaison with the
purchasing departments, the initiative has been rolled out
in the business units with the support of specially appointed
social ethics representatives.
It is based on a strict supplier selection and approval
procedure, covering endorsement of the Supplier Ethics
Charter, outside inspections performed by independent
audit firms, and, when necessary, the implementation of
corrective action plans.
The CSR and Engagement department updates the country
risk analysis (see the section on risk mapping) and the
production facility selection and approval guidelines, in line
with the degree of risk for the relevant country and industry.
The country risk analysis defines the list of countries where
sourcing is authorised, prohibited or subject to tighter audit
procedures, such as Bangladesh, India and China. As part of
the update to Casino Group’s country risk analysis carried
out in 2019, the ranking of each country was compared
to the ranking system developed by the ICS in order to
identify the countries for which there was a difference in the
assessment of the risk level. Following the comparison, and
an analysis of the results of the ICS social audits performed in
the manufacturing sites located in each country, a proposal
was put forward to the Duty of Care Committee to change
the sourcing status for certain countries. This resulted in
new countries being placed on the list of countries where
control procedures have been strengthened, due to an
increase in their country risk level. In 2019, the Group CSR
and Engagement department performed a risk analysis for
Eastern European companies following on-site visits and
social audits at plants located there.
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The inspection and audit procedure, as well as the
undertakings to be upheld by the supplier and the
manufacturing facilities, are specified in the Group’s SCOP
Supplier Manual, given to every accredited supplier.
Annual social audit campaign
The Group supports compliance with consistent, strict
standards at both the national and international levels.
Involved since 2000 in the Initiative for Compliance and
Sustainability (ICS), it joined the Business Social Compliance
Initiative (amfori BSCI) in 2017. It also supports the resolution
to eradicate forced labour internationally led by the
Consumer Goods Forum (CGF). In Brazil, GPA is a member
of the national textile retailers association, Associação
Brasileira do Varejo Têxtil (ABVTEX), which certifies national
suppliers and subcontractors based on 18 criteria for
ethical conduct, including the prohibition of child labour
and forced labour. Lastly, the Group endorsed the Accord
on Fire and Building Safety in 2013 in a commitment to
supporting the drive to improve safety conditions in factories
in Bangladesh.
Every year, an audit campaign is conducted with a priority
focus on (i) plants based in countries most likely at risk of
violating human rights (child labour, forced labour, employee
health and safety abuses) and working standards; and
(ii) the highest risk product categories based on the duty
of care risk map. Recurring audits are performed in China,
India and Bangladesh.
Th e s e a u d i t s , w h i c h m ay b e s e m i - a n n o u n ce d o r
unannounced, are carried out by specialised independent
firms in accordance with ICS standards. Based on the
resulting audit score, the Group may decide to terminate
its relationship with a production facility.
The audit process comprises:
● a preliminary analysis of the plant: the Casino Global
Sourcing teams or the subsidiary Ethics Coordinators
use an internal grid to assess the risk that the facility will
fail to comply with the Group’s standards and therefore
the probability that the findings of the ICS audit will
not be satisfactory. To measure the risks of approving
a given facility, the teams conduct on-site visits and/or
desktop reviews of the certifications, social, technical or
quality audit reports and other documents provided by
the plant, agent or importer;
● an initial audit: an independent audit firm, selected by the
Group from among the nine that have been accredited
by the ICS, performs a semi-announced or unannounced
ICS social audit over a period of at least three weeks. If the
audit conclusion is sufficient, the plant may be approved.
When the audit is completed, a corrective action plan is
systematically submitted to the plant as well as to the
agent or importer working with the plant, so that they
can assist the facility in correcting the notified cases of
non-compliance within a time frame depending on their
criticality. If the audit report contains an ICS critical alert,
such as a risk of forced or child labour, disproportionate
discipline, attempted bribery or forgery, the plant may
not work with the Group under any circumstances;
● follow-up audits: depending on the number and criticality of
the remedial actions that the facility has to implement, the
Group may commission unannounced or semi-announced
follow-up audits from independent ICS-accredited audit
firms. Their frequency depends on the criticality of the
instances of non-compliance reported during the previous
audits. In the event that a factory does not implement the
requested corrective action plans, the Group will initiate
proceedings to terminate the business relationship;
● special audits: special audits may be performed by the
Group, in particular to inspect building structures and
verify compliance with fire safety rules (by organising
employee fire drills, for example).
Audit findings are inputted into the ICS database, which
enables the Group and other member companies to share
all of the findings and track the corrective action plans of
audits performed in plants they use in common. Pooling the
findings helps to reduce the number of audits conducted
in the plants, attenuates audit fatigue and facilitates the
on-site implementation of corrective action plans. In the
same spirit, social audits performed in line with the amfori
BSCI standard may be accepted instead of ICS audits, via
an equivalency procedure and under certain conditions
defined by the Group.
The Group’s goal is for all of the facilities producing private-
label products in countries at risk to be covered by a valid
ICS social audit performed within the previous two years.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Support for suppliers
Audit reports are issued following audits of production
facilities and, when necessary, corrective action plans are
prepared that the non-compliant plants undertake to
implement within a given time frame.
The Group’s local offices and subsidiary Ethics Coordinators
play an essential role in helping suppliers and their factories
to properly understand the Group’s expectations and the
implementation of any corrective action plans.
Internal and external follow-up audits are performed to
ensure that the plan’s remedial actions are effectively
implemented.
The main cases of non-compliance concern working hours,
remuneration and employee health and safety. Given the
Group’s relatively small contribution to the revenue stream
of its partner production facilities, it support ICS initiatives
involving joint remedial actions in plants shared with other
ICS members.
To improve their ability to report the outcomes of these
remedial actions, in 2018 the Group and other ICS members
requested that accredited audit firms be able to monitor the
action plans directly in the ICS database using an automated,
consolidated system. This process enables participants to
track, on a real-time, Group-wide, consolidated basis, the
number of remedial actions remaining to be implemented
in each plant, the number already under way and the
number whose effective implementation must be verified
during the next follow-up audit or a further full audit. This
centralised tracking, carried out by each team concerned
under the supervision of the Group Social Ethics Officer,
enables enhanced monitoring of the corrective action plans
required of the plants and thereby improves the working
conditions of their employees. Progress can therefore be
made as the corrective action plans are being implemented,
before the follow-up audit is performed.
Educating and training buyers
The CSR and Engagement department regularly organises
awareness-building initiatives for purchasing teams and local
offices to ensure that the Group’s social and environmental
supplier compliance programme is properly understood
and implemented.
Implementation outcomes
All of the prevention measures described above have
been deployed since 2018. The name and location of
each private-label production facility are systematically
identified. When the facility was located in a country at risk,
an ICS audit was commissioned according to the procedure
described above, so as to prevent the risk of serious human
rights violations, particularly in the areas of child labour,
forced labour and excessive working hours. Corrective action
plans were tracked to support the plants in deploying best
practices and attenuating the risks.
The following indicators are used to report the outcomes of
the remedial actions, which are tracked and coordinated
by the Group CSR and Engagement department in liaison
with the audit plan leaders in the subsidiaries concerned.
As part of the reporting process, the CSR and Engagement
department tracks:
● the number and location of active plants based in countries
at risk and producing private-label products for one of
the Group’s banners;
● the social audits performed in these facilities (number,
country where performed, type of product, type of audit,
etc.);
● the alerts reported after the audits (type, number, severity,
etc.);
● the corrective action plans (number of actions,
implementation, etc.);
● the plants’ degree of compliance and changes over time.
Since 2019, the Group’s goal has been for all of its plants to
be covered by an ICS audit performed within the previous
two years. The following indicators show the outcomes from
the actions undertaken.
Of the 108 countries where sourcing is authorised by the
Group, 67 are subject to stricter procedures, of which
41 were home to plants working for the Group in 2022.
95% of the private-label production facilities are located
in ten countries.
More than 90% of the buyers concerned were trained
over the 2018-2022 period. Digital training courses have
been introduced in France both for current employees, as
needed, and for all new hires.
278
Plants in countries at risk and outcomes of the social audit campaigns
Number of active plants(*) based in countries at risk
and producing private-label products for the Group
of which in China
of which in India
of which in Turkey
of which in Bangladesh
of which in other countries at risk
Number of social audits carried out in plants
involved in the production of private-label
products for the Group
2017
2018
2019
2020
2021
2022
1,578
1,510
1,566
1,289
1,150
1,009
150
77
35
307
946
174
64
44
282
957
189
67
57
296
773
164
55
52
245
688
139
49
32
242
984
568
133
40
29
214
1,245
1,460
1,126
1,188
1,187(**)
1,196(**)
of which directly commissioned by the Group
885
1,042
of which converted from an eligible amfori – BSCI
audit
11
39
of which commissioned by another ICS member
of which initial audits
of which follow-up audits
of which re-audits
Breakdown by purchasing category of ICS social
audits performed in plants involved in the
production of private-label products for the Group
Food
Apparel
Other non-food
Breakdown by country of plants audited
by the Group in countries at risk
China
India
Turkey
Bangladesh
Other high-risk countries
360
62%
16%
22%
20%
41%
39%
61%
14%
5%
7%
13%
418
52%
21%
27%
22%
46%
32%
59%
11%
5%
5%
20%
837
53
236
47%
18%
35%
21%
42%
37%
63%
12%
3%
6%
16%
895
81
212
58%
8%
34%
32%
36%
32%
58%
13%
4%
6%
19%
876
106
205
58%
9%
33%
25%
41%
34%
62%
11%
4%
4%
19%
891
93
212
55%
9%
36%
40%
32%
28%
54%
15%
4%
4%
23%
(*) Active plants work either for Group suppliers, agents or importers or else for Casino Global Sourcing, the Group sourcing subsidiary.
(**) 204 of the 1,196 social audits carried out in factories involved in the production of private-label products for the Group were commissioned by
GPA and Assaí in accordance with ICS standards in factories located in Brazil, and 280 were commissioned by Grupo Éxito and carried out
according to its internal social audit standard in Colombian production sites.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Outcomes of the alerts notified during ICS social audits
ICS alerts help to prevent the risk of serious violations, damage or harm by proactively identifying potential risks, which
are addressed with carefully tracked remedial actions.
Number of ICS social audits commissioned by the Group
in plants located in countries at risk and flagged
with at least one alert(*)
% of alerts notified during plant audits in China
% of alerts notified during plant audits in India
% of alerts notified during plant audits in Turkey
% of alerts notified during plant audits in Bangladesh
% of alerts notified during plant audits in another country
at risk
2018
2019
2020
2021
2022
207
148
111
71
58
61%
11%
4%
2%
22%
61%
14%
1%
5%
19%
52%
8%
10%
7%
58%
5%
10%
7%
40%
17%
5%
9%
23%
20%
29%
(*) An alert notification is raised when an audit finds potentially very critical non-compliances, which are addressed and tracked in post-audit
corrective action plans.
Breakdown of alerts by ICS chapter
(as a % of total alerts notified during ICS social audits commissioned
by the Group)
Management system
Child labour
Forced labour
Discrimination and disciplinary practices
Working hours and overtime
Remuneration, benefits and working conditions
Health and safety
For example, an alert notification of a risk of child labour may
be raised when the auditor finds documentary evidence or
hears employee testimony that plant management does
not verify employee ages when hiring or does not keep a
copy of the employees’ identity papers, making it impossible
to confirm that the plant only hires people at or above the
legal working age.
Tracking and support mechanism for plants
Based on the findings of the ICS audits, each plant is
assigned a rating that reflects its level of risk and supports
the deployment of remedial actions. Corrective action plans
are tracked to ensure that the appropriate measures have
been taken and that the risks are being effectively addressed.
2018
2019
2020
2021
2022
17%
16%
16%
2%
1%
6%
3%
35%
36%
3%
2%
4%
4%
35%
36%
1%
2%
5%
6%
30%
40%
14%
1%
0%
5%
4%
27%
49%
16%
1%
4%
1%
4%
33%
41%
In 2018, to improve its ability to track proper implementation
of the corrective action plans, Casino Group supported the
deployment of an automated action plan monitoring
system using the ICS database. Since 2019, action plans
have been prepared directly on the ICS platform, which
makes it easier to track and properly report the corrective
actions undertaken. The 984 audited factories are displayed
on a map and the corporate and subsidiary Ethics Officers
have real-time access to all of their data (location, facilities
information, audit reports, corrective action plans, photos,
etc.).
280
The following table shows the effectiveness of the actions undertaken.
% of audited active plants located in a country at risk
that are rated:
Acceptable(*)
Acceptable with issues (level 1)(*)
Acceptable with issues (level 2)(*)
Probationary(*)
Number of plants removed from the supplier list
for ethical reasons
% of plants removed from the supplier list
for ethical reasons
2017
2018
2019
2020
2021
2022
61%
17%
18%
4%
40
68%
20%
10%
2%
70
63%(**)
31%
5%
1%
37
65%
30%
5%
0%
24
70%
25%
4%
1%
9
75%
21%
4%
0%
13
3.2%
4.8%
3.3%
2.0%
0.8%
1.1%
(*) A plant’s rating is assigned by the Ethics Coordinator of the subsidiary working with the plant, according to the procedures described in the
SCOP and depending on the plant’s latest ICS social audit score.
(**) It is important to mention that the ICS social audit questionnaire underwent a major change in 2018 with respect to its rating system. The
decision was taken to adjust and tighten the ICS rating scale for working hours. As a plant’s rating is assigned largely according to its latest
ICS audit score, many plants that were previously given an “Acceptable” status have been downgraded to a score of “Acceptable with issues
(level 1)” following their ICS social re-audit due to the change in the rating scale.
Preventive measures are primarily undertaken in factories
rated “Probationary” and “Acceptable with issues”. However,
given the Group’s relatively small contribution to a plant’s
order book (less than 3% on average for apparel-makers),
the requested remedial actions can only be deployed
through joint initiatives undertaken in collaboration with
other plant customers. This is why the Group cooperates
with other companies as part of the ICS. When a plant fails
to implement the requested actions, it is removed from the
Group’s list of approved suppliers.
In addition to monitoring working conditions through ICS
social audits, the Group has also paid particular attention to
training and support for plants, in particular by encouraging
them to take part in the training programmes offered
throughout the year by the ICS, such as those offered in
China and Vietnam on health and safety in the workplace in
partnership with the ILO, as part of their SCORE (Sustaining
COmpetitive and Responsible Enterprises) programme.
Factories working for the Group have also been invited
to participate in the e-learning programme launched in
October 2022 by the ICS in partnership with the ILO’s
International Training Centre (ITC), entitled "Working
Time: Improving health, safety and productivity through
working time schedules". This six-week course has four
modules: “Basics of working time", "Rest periods and leave",
"Managing working hours and work schedules for maximum
effectiveness" and "Designing work time arrangements
for your enterprise". A total of 668 participants attended
the course, and certificates were awarded to those who
completed all four modules and obtained a score of 85% of
more in the final quiz. Also under the ICS partnership with
the ILO, two factories in Madagascar producing private-label
textile products for the Group participated in the “Better
Work Programme in Madagascar” pilot programme
launched in September 2021. This programme aims to
train managers and workers in these factories on matters
such as labour relations dialogue, complaint mechanisms,
gender equality and harassment.
Focus on ready-made garment factories
Given the level of risk of the apparel suppliers identified in
the duty of care risk map, private-label garment factories
are subject to particularly strict oversight, notably when
they are in Bangladesh. These factories are covered by
the working and environmental conditions monitoring
programme described above.
Specific measures have been put in place for factories
located in:
Bangladesh
No ready-made garment factory may be approved as a
Group supplier unless it has been disclosed to the Accord
on Fire and Building Safety. Accordingly, Group subsidiary
Monoprix has disclosed the factories in Bangladesh to
the Accord, which the Group pledged to uphold in July
2013 to support the ongoing collective and collaborative
process and improve safety conditions in local factories: all
of the disclosed factories have been audited by the Accord.
For the Accord to continue its operations in Bangladesh,
Casino Group supported the project led in 2019 and 2020
by the Accord Steering Committee and the Bangladesh
Garment Manufacturers and Exporters Association (BGMEA)
to replace the Accord on Fire and Building Safety with
a new entity, the Ready-made Garment Sustainability
Council (RSC). Group subsidiary Monoprix, which is mainly
concerned with sourcing in Bangladesh, signed up to the
International Accord for Health and Safety in the Textile
and Garment Industry in October 2021. In 2022, the
Group took part in the various meetings organised by the
Accord and responded to consultations conducted by the
Accord to examine the possibility of extending its work to
other countries, which led to the launch of the Pakistan
Accord on Health and Safety in the Textile and Garment
Industry on 14 December 2022. All new local factories
working for the Group’s private-label apparel brands were
systematically inspected with unannounced ICS audits
prior to accreditation.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Brazil
Textile factories in Brazil are covered by an inspection and
certification programme with the Brazilian textile retail
association ABVTEX, since 2007. Based on the findings
of independent audits, this initiative certifies the Brazilian
Apparel tracking indicators
garment factories, so as to ensure decent working conditions
for their employees and the spread of best labour practices
across the supply chain.
Number of active garment factories producing
private-label apparel for the Group in countries at risk
% of active garment factories producing private-label
apparel in countries at risk covered by a valid ICS
social audit
Bangladesh
Number of active RMG factories producing
private-label apparel for the Group in Bangladesh
% of active RMG factories monitored
by the International Accord for Health and Safety
in the Textile and Garment Industry
Number of employees working in RMG factories
supplying the Group and tracked by the Accord
Average compliance rate in the RMG factories
supplying the Group and disclosed to the Accord
(based on Accord standards)
2017
2018
2019
2020
2021
2022
652
631
662
535
424
440
69%
94%
92%
89%
87%
89%
31
36
52
50
30
26
100%
100%
100%
100%
100%
100%
N/A
63,828
115,887
132,618
71,024
65,853
80%
94%
93%
95%
93%
95%
Specific control measures concerning
environmental risks
In 2018, the Group supported the introduction of:
● a new ICS audit protocol for environmental issues, so that it
could continue to share the findings of audits performed in
plants used by several members and to pool the remedial
action plans. This supplementary environmental audit
campaign is being rolled out in tier 1 or higher facilities
whose processes pose the highest environmental risk
in the manufacture of household linens, denim apparel
and leather goods;
● a handbook of best practices for its suppliers in the most
widely used denim processing techniques. For each one,
it describes the main risks involved and, on the facing
page, the recommended safety guidelines and personal
protective equipment. It also specifies best chemicals
management practices, as well as the environmental
issues to be addressed in managing the effluent and waste
generated by denim wet processing. The handbook has
been shared with the ICS so that it can be used by all of
the member banners, their suppliers and the factories
manufacturing denim products.
In 2022, the Group took part in ICS working groups
to develop the "environmental checklist", a new tool
enabling ICS members to collect environmental data
from their subcontractor factories. This checklist focuses
primarily on factory data related to energy consumption,
water consumption, air emissions, wastewater and waste
generation. This data can then be used by ICS members
to prioritise their environmental audit campaigns, assess
environmental risks in their supply chains, and integrate
the data into environmental scoring tools for factories
and/or products.
282
Environmental tracking indicators
Number of ICS environmental audits carried out in plants
involved in the production of private-label products
for the Group
of which directly commissioned by the Group
of which commissioned by another ICS member
Breakdown by purchasing category of ICS environmental
audits performed in plants involved in the production
of private-label products for the Group
2018
2019
2020
2021
2022
23
11
12
27
17
10
29
20
9
76
28
48
56
25
31
Apparel
Other non-food and food
100%
0%
93%
7%
72%
28%
33%
67%
61%
39%
Breakdown by tier of environmental audits performed
in plants involved in the production of private-label
products for the Group
Tier 1 plants
Tier 2 or higher plants
57%
43%
89%
11%
79%
21%
87%
13%
70%
30%
Specific control measures
Lastly, in order to tighten controls within the supply chain,
34 ICS social audits were performed in 2022 in factories
located in countries where sourcing is allowed without
tighter controls. These audits help to improve knowledge
about the level of social and environmental compliance of
factories located in countries not considered to be at risk,
thus contributing to Casino Group’s analysis of country risks,
which in turn helps to make the Group’s risk mapping and
duty of care plan more robust.
For several years now, the Group has supported the creation
of an ICS social audit framework for farms and other
production sites in the primary sector, due to the specific
issues they face. The Group has been involved in all the work
of the Primary Production working group since it was first
set up. In March 2022, this working group put forward an
initial version of its social audit framework for the primary
sector, which the Group proceeded to test in four organic
fruit and vegetable farms in Spain and in a citrus plantation
in Brazil. These pilot social audits confirmed the relevance
and utility of this type of specific audit framework.
Since 2019, the Group has supported the partnership
between the ITC (International Trade Centre) and the
ICS in the Sustainability Map project supported by the
European Commission, and the free online Sustainability
Map platform (https://www.sustainabilitymap.org/home),
which improves transparency of supply chains. This tool,
which is currently being rolled out, can be used to ensure
that the plants declared as suppliers (tier 2) to the Group’s
tier 1 plants have not been delisted for ethical reasons, are
not located in sourcing regions banned by the Group, or are
not accused of human rights violations (forced labour, child
labour, discrimination, etc.) or environmental violations. This
platform increases transparency and traceability within the
supply chains of ICS members and, as a result, enables the
Group to more effectively monitor its plants involved in the
production of private-label products.
For more information on the Sustainability Map project:
https://ics-asso.org/download/5034 and https://ics-asso.
org/download/5114.
Regarding the risks associated with Covid-19
for employees at production sites
Since 2021, the correct application of sanitary measures
to control the spread of Covid-19 has been included in
the list of points checked by auditors under Chapter 8
“Health and Safety” of the ICS social audits. ICS members
can still send factories the specific questionnaire created
by the ICS in 2020 to question plants on compliance with
measures to protect employees from the risk of Covid-19
contamination in the workplace and/or to launch remote
surveys directly via employees’ mobile phones (through
voice calls, a mobile application or website), if required
by changes in the Covid-19 health situation in certain
countries. For more information on the Group’s previous
actions during the Covid-19 crisis, please refer to the 2021
duty of care plan.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
(ii) Suppliers of private-label products
containing palm oil
Regular risk assessment procedures, risk
mitigation programmes and initiatives to
prevent serious violations, harm or damage
Several private-label products contain palm oil as an
ingredient, which raises risks of deforestation, particularly in
Indonesia and Malaysia, and of soil erosion, water pollution,
the impact of single-species farming on biodiversity, and
poor working conditions on palm oil plantations (risk of
child labour, forced labour and workplace health and safety).
As palm oil is purchased from refiners or importers by
the Group’s direct suppliers, the Group requires them
to guarantee that it complies with the No Deforestation,
No Exploitation commitments defined by the Group’s
partner, the Earthworm Foundation (formerly TFT). This
means sourcing palm oil from plantations whose practices
safeguard high conservation value(1) and carbon-rich forests,
and whose methods support the development of small
producers and respect local communities and workers’
rights.
In order to reduce these risks, Casino Group has curbed the
use of palm oil in its food products since 2010, removing it
from a large number of its organic and other private-label
products. In 2011, it addressed a variety of stakeholder
concerns by joining the Roundtable on Sustainable Palm Oil
(RSPO), while in France it pledged to use only RSPO-certified
palm oil by 2020, prioritising crops certified to Segregated
or Identity Preserved standards, which offers the added
advantage of being able to trace the palm oil to its source.
The absence of forced labour and child labour are among
the items checked by external auditors during the RSPO
certification audit of a plantation.
In addition to the RSPO, suppliers were informed of
the Group’s palm oil policy by letter from 2015 on, and
working seminars have been organised in Brazil to raise
their awareness of the policy. The Group asks its suppliers
to trace the palm oil used in its private-label products by
identifying and declaring the refiner or initial marketer,
in order to obtain visibility throughout the supply chain.
The Group believes that close collaboration among
stakeholders across the production chain – NGOs, refiners,
growers and manufacturers – is the only way to achieve
the common goal of using only palm oil produced without
causing deforestation or exploitation. This is why it joined
the Palm Oil Transparency Coalition (POTC) in 2019. The
POTC conducts an assessment of refiners’ policies and
actions with regard to their zero deforestation commitments,
which allows us to assess the level of risk and engage in
constructive dialogue with our suppliers to encourage the
refiners from which they purchase palm oil to tighten their
controls and improve their supply chain.
Implementation outcomes
In France, the Group calculates the palm oil footprint of
its private-label food and non-food products and gathers
information such as names and addresses to trace the palm
oil content back to the initial importer and/or refiner. The
method consists in sending a questionnaire to each direct
supplier whose products contain palm oil. The questionnaire
is designed to trace the palm oil content, so as to identify
all of the stakeholders across the supply chain to the first
importer from the producing countries. Palm oil volumes
have been reported annually to the RSPO since 2012.
Reports are available at: https://rspo.org/. The list of palm oil
mills is compiled using the Global Forest Watch application:
https//data.globalforestwatch.org.
The “zero deforestation” commitments of initial importers
were analysed in cooperation with the Earthworm
Foundation, of which Casino Group is a member, between
2016 and 2018. The analysis focused on four fundamental
criteria: the company’s palm oil policy and underlying
commitments; the company’s reputation in connection
with its palm oil operations; the transparency of its supply
chain; and the initiatives undertaken to apply its policies
or improve its sourcing.
Since 2019, this analysis has been carried out by the Palm
Oil Transparency Coalition (POTC) as part of collective action
with other retailers committed to the same approach.
The POTC sends annual assessment questionnaires to
palm oil importers to get a precise picture of their level
of commitment to sustainable palm oil. The findings are
shared in the form of a report with all POTC members. Casino
Group informs its own direct suppliers of the findings so
that they can take them into account in their purchasing
policies. The report is also available on the POTC website.
Since 2020, Casino Group has reported the POTC analysis
to its private label suppliers in France to continue to raise
awareness about the risks associated with palm oil according
to importers.
In France, 100% of the palm oil used in private-label food
and non-food products is RSPO certified, and 100% to the
“Segregated” or “Identity Preserved” level, carrying the highest
guarantees. The Segregated level (SG) is the second strictest
RSPO certification. It means that certified palm oil is kept
separate from conventional palm oil throughout the supply
chain, from the palm plantation to the finished product of
any processor and distributor. The Identity Preserved level
(IP) is the strictest certification because the palm oil from a
certified palm plantation must be isolated throughout the
supply chain (as with the Segregated level), and its origin
must also be traceable.
(1) High conservation value areas are areas of high biological, social and cultural value that are important to conserve, and that contain rare
species and habitats.
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Table showing the level of identification, certification and evaluation of Casino Group’s
palm oil supply chain in France
Rank in the supply chain
Number
% identification
% RSPO certified
IP or SG
2022
2021
2022
2021
2022
2021
0 – Private-label products containing palm oil
164
160
100% 100% 100% 100% (*)
1 - Suppliers of private-label finished products
containing palm oil
(*) The palm oil in the product is RSPO-certified IP or SG.
Casino Group scored 15.75/24 in the WWF’s 2021 Palm Oil
Buyers Scorecard, ranking it second among French retailers.
In South America, GPA/Assaí and Éxito favour palm oil of
local origin, both to promote local consumption and to
reduce the social and environmental risks linked to palm oil
cultivation. This reduces the risk of deforestation compared
with the palm oil used in France, which is sourced from Asia.
In Colombia, Grupo Éxito is supporting Tropical Forest
Alliance (TFA) 2030, a multi-stakeholder initiative, whose
objective is to reduce tropical deforestation related to
palm oil, soy and cattle breeding. Having also signed the
TFA’s Palm Oil National Agreement, which supports joint
stakeholder efforts to eliminate deforestation in the palm
oil supply chain, Éxito favours Colombian RSPO palm oil
for cooking. Éxito is also working on the identification and
traceability of suppliers of private-label products containing
palm oil.
In Brazil, GPA has published a purchasing policy for palm
oil products, with which suppliers must comply to supply
its private labels. The policy reiterates their obligation to
know the origin of the palm oil and whether it is locally
sourced or imported. If the palm oil is imported, it must
be RSPO certified. In addition, it must identify the country
of origin and trace the palm oil back to the importer. This
policy is available on the GPA website: https://www.gpari.
com.br/wp-content/uploads/sites/108/2020/12/Social-and-
Environmental-Policy-for-Purchasing-Palm-Oil-Products.pdf
29
31
100% 100% 100%
97%
(iii) Beef suppliers in Brazil
Regular risk assessment procedures, risk
mitigation programmes and initiatives
to prevent serious violations, harm or damage
Private-label beef accounts for about 17% of all the beef
sold by GPA. The remaining 83% is sold under national
brands or on fresh-food counters, by major Brazilian
agri-food companies. Assaí does not sell private-label beef.
GPA does not buy directly from ranches, unless necessary
for private labels.
The review of the social and environmental risks in GPA’s
supply chain, conducted in 2014 by GPA’s Risk Management
department in conjunction with the CSR department,
identified beef suppliers in Brazil as a possible source of
serious human rights abuses (risks of child labour, forced
labour and workplace health and safety abuses) and of
serious harm to the environment (particularly the risk of
deforestation in the Amazon). This finding was confirmed
during the risk mapping exercise performed in compliance
with the duty of care law.
The responsible beef sourcing policy, which has been in
place since March 2016 in partnership with The Forest
Trust (TFT) Brazil (now the Earthworm Foundation), leverages
the following procedures to ensure that the cattle sourced
directly by our suppliers are not from ranches practising
illegal deforestation, involved in forced labour or any illegal
encroachment on indigenous lands.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
There are two principles behind GPA and Assaí’s beef
sourcing policy(1), implemented to mitigate the risks of
deforestation and human rights abuses across the supply
chain:
(i) Traceability and transparency: All GPA and Assaí beef
suppliers are required to declare information on the
slaughterhouses (tier 1) and ranches (tier 2) they work
with, and register this information in the GPA and
Assaí traceability system.
(ii) Geo-monitoring: As retailers, neither GPA nor Assaí are in
direct contact with the ranches. Suppliers use a satellite
geo-monitoring system to verify that these ranches meet
the zero-deforestation policy criteria, as listed below. If
non-compliance is found during the dual verification
process operated by GPA and Assaí (see below), then
the ranch in question is blacklisted and not allowed to
sell products through GPA or Assaí.
The policy is based on the social and environmental criteria
specified in 2009 for cattle sourcing throughout the
Brazilian territory.
Specifically, suppliers are required not to proceed with
sourcing from any ranch that:
1. encroaches on indigenous land;
2. encroaches on environmental conservation areas;
3. has been implicated for practices resembling forced
labour or child labour;
4. has been embargoed because of an environmental
offence.
With regard to ranches in the Amazon region, Brazilian
suppliers are also required to refrain from sourcing from
any ranch that:
5. has been involved in deforestation after August 2008
(illegal deforestation)/October 2009 (legal deforestation),
as set out in the GPA and Assaí policy;
6. does not have a CAR rural identification number or
environmental licence if applicable.
To implement its policy, GPA and Assaí have:
● mapped the various links in the supply chain to identify
the different types of industry suppliers;
● rolled out dedicated action plans to address the risks
identified in each indirect supply chain;
● trained suppliers so that they can deploy, in their own
operations, the solutions needed to verify that ranches
comply with the defined purchasing criteria;
● provided suppliers with a manual presenting its policies
and procedures;
● identified the exact coordinates of the ranches that directly
deliver cattle to GPA suppliers;
● collaborated with market stakeholders, public organisations
and NGOs combating deforestation to converge best
practices and work on developing systemic solutions;
● updated their policy on the basis of discussions with
stakeholders and the tools available to improve policy
effectiveness.
Suppliers not subscribing to GPA and Assaí’s responsible
beef sourcing policy had their contracts suspended pending
proof of compliance and effective policy implementation.
Aware of the growing risk of deforestation in Brazil, and
intent on further improving the efficacy of their policy,
in 2019 and 2020 GPA and Assaí took part in joint work
by the Imaflora NGO, the Brazilian Federal Prosecution
Service and other civil society organisations on the Beef
on Track project (www.beefontrack.org), supported by GPA
and Assaí(2).
On this platform, an industry-wide protocol on control of
cattle farming in Brazil was drawn up and approved by the
Federal Prosecution Service on 12 May 2020, which came
into force on 1 July 2020(3). The protocol was included
in the update to GPA’s Social and Environmental Beef
Purchasing Policy, drawn up with input from a 2018-2019
diagnostic by Proforest, an NGO specialising in responsible
procurement of natural resources(4). This update to the 2016
policy was submitted to the GPA Governance and Social
Responsibility Committee on 29 July 2020 and published
on 5 September 2020.
In line with the Imaflora protocol, the updated GPA and
Assaí beef purchasing policy specifies the control criteria
that supplier ranches are required to meet. It applies to all
GPA and Assaí beef suppliers as from 5 September 2020.
It explicitly states that compliance is “mandatory for all
beef suppliers, and a prerequisite for supplying goods to
GPA and for the continuation of long-term relationships
with GPA business units. GPA and Assaí may discontinue
business relationships with any supplier failing to apply these
guidelines or to take any corrective measures required(5).
GPA and Assaí thus require their direct suppliers to:
● subscribe to their new policy and commit to its
implementation;
● comply with the GPA/Assaí Code of Ethics and all applicable
regulations;
● implement Imaflora’s Beef on Track beef sourcing protocol
in the Amazon region, to inspect the ranches they work
with and ensure that direct-supply ranches meet the
criteria set by this protocol and the GPA and Assaí beef
purchasing policy;
(1) Private-label and national brand meat (fresh and frozen) purchased from Brazilian beef suppliers who use their own slaughterhouses.
(2) https://www.beefontrack.org/who-is-who.
(3) https://61b37262-1c70-4b1c-9bd4-d52a78d31afb.filesusr.com/ugd/c73ac5_1f727af24f4e4f2a8806e00ed7bccb3d.pdf
(4) https://proforest.net/en
(5) https://www.gpabr.com/wp-content/uploads/2021/03/Social-and-Environmental-Beef-Purchasing-Policy.pdf (page 3 of the PDF).
286
● indicate direct ranch origin and beef shipment data in
the GPA and Assaí traceability system and accept new
analysis of ranches by GPA and Assaí. In the event of
suspected non-compliance, the supplier must either
produce evidence of a false positive indication and/or
blacklist the ranch;
● subscribe to a geo-monitoring system for ensuring that all
cattle purchased complies with the socio-environmental
criteria. Suppliers are required to refuse all cattle from
any ranch found not to comply.
Under its reviewed policy, GPA and Assaí:
● audit their suppliers to ensure they comply with its policy,
by cross-checking the data reported by suppliers on the
ranches they work with using satellite geo-monitoring
systems different from that used by most suppliers(1);
● continue to train their internal teams and support their
suppliers. All GPA group employees involved in the beef
sourcing process are trained accordingly. For each new
supplier, GPA and Assaí provide and run training to ensure
effective take-up of the guidelines.
All potential suppliers are required to comply fully with the
policy before they can begin or continue supplying GPA and
Assaí. Suppliers that refuse to meet these implementation or
audit requirements are blacklisted and not allowed to supply
any GPA or Assaí group business entity. Suppliers off-listed
for non-compliance with policy then wishing to re-apply
for inclusion must provide full proof of compliance. Meat
suppliers that have blacklisted ranches for non-compliance
are encouraged to give clear explanations for the removal
along with advice on the adaptations needed for meeting
the reinstatement requirements(2).
Given the practical and institutional difficulties suppliers
have in monitoring large indirect-supplier ranches (tier 3
in the supply chain), especially as regards the illegal
“cattle laundering” practices of certain ranch owners, GPA
and Assaí support and participate in the development of
sustainable tier-3 monitoring solutions operable at wide
scale and shared by all players. Specifically, it is a member
of the Indirect Supplier Working Group (GTFI), alongside
organisations such as the National Wildlife Federation
(NWF), Earthworm and Amigos da Terra, and takes part in
pilot projects with suppliers to improve the monitoring of
indirect supplier ranches and thereby the sustainability of
beef production(3). GPA and Assaí support and are directly
involved in the VISIPEC project(4) (www.visipec.com/), to
obtain access, where applicable, to information on indirect
ranches in the supply chain, enabling extension of the
control processes to tier 3. The VISIPEC tool enables GPA
and Assaí suppliers to monitor indirect supplier ranches
by cross-checking CAR land registry information with GTA
documentation on transport from departure to arrival
ranches. GPA is the first retailer to be involved in this project,
currently at the experimentation phase with the National
Wildlife Federation.
Full information on the GPA and Assaí policies is
available here: https://www.gpabr.com/en/sustainability/
transforming-the-value-chain/ et https://www.Assaí.com.
br/en/transformation-in-the-value-chain.
Given the scale of the challenges at hand and their position
downstream in the supply chain, GPA and Assaí encourage
multi-stakeholder initiatives with suppliers, other retailers
and civil society, with a view to developing shared and
harmonised monitoring rules between operators at different
levels in the chain.
Casino Group considers, as do most of the players in Brazil,
that these initiatives are absolutely essential if actions are
to be effective, and that they also enable its subsidiaries
to encourage their main beef suppliers to develop high
standards of control and traceability.
For this reason, GPA and Assaí support initiatives on
improving monitoring of the beef supply chain in Brazil,
and take part in:
● Beef on Track, Imaflora’s benchmark protocol to ensure
that all companies that slaughter cattle produced in
the Amazon region meet social and environmental
commitments;
● the Indirect Supplier Working Group (GTFI), a platform
for examining the challenges set by the indirect cattle
farming chain;
● the annual process to monitor enforcement of the
commitments of the National Pact to Eradicate Slave
Labour (InPACTO), which GPA has upheld since 2005;
● the Brazilian Roundtable on Sustainable Livestock (GTPS)
on sustainable cattle farming;
● the Brazilian Coalition on Climate, Forests and Agriculture,
a multi-sector movement to promote a new economic
development model based on low-carbon principles;
● the Beef Working Group of the Forest Positive Coalition
of Action backed by the Consumer Goods Forum (CGF);
● Deforestation & Conversion Free Supply Chains, a World
Wildlife Fund (WWF) initiative to encourage our beef
suppliers to adopt more sustainable practices.
(1) https://www.gpabr.com/wp-content/uploads/2021/03/Social-and-Environmental-Beef-Purchasing-Policy.pdf (pages 20 and 21 of the PDF).
(2) https://www.gpabr.com/wp-content/uploads/2021/03/Social-and-Environmental-Beef-Purchasing-Policy.pdf (page 19 of the PDF).
(3) https://www.gpabr.com/wp-content/uploads/2021/03/Social-and-Environmental-Beef-Purchasing-Policy.pdf (pages 35 and 36 of the PDF).
(4) https://www.visipec.com/.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Requirements
Monitoring
Action plan
Indicator
Commitments
Take-up of GPA
and Assaí’s policy
Disclosure
of information on
slaughterhouses
and ranches
Mandatory
implementation
of a satellite
geo-monitoring
system
Control by the
supplier of ranches’
compliance
with GPA and
Assaí’s social and
environmental
criteria
Reporting
of information
to GPA and Assaí
Cross-checking
through GPA and
Assaí’s own satellite
geo-monitoring
system
In the event that
results differ
from analyses,
the supplier
must provide
the necessary
justification
Ranches that fail
to comply with
GPA and Assaí’s
policy are
prohibited from
doing business
with suppliers
Dashboard
monitored
by GPA and Assaí’s
CSR department
Analysis
of procedures
and continuous
improvement
Participation
in cross-industry
working groups
Guidance for
teams and
suppliers
Presentation of the
policy and training
programmes
Implementation outcomes in 2019
The main outcomes of the new policy are as follows:
● all of the suppliers have pledged to support GPA and
Assaí’s policy and development programme. In 2019,
four suppliers completed their action plan to achieve full
compliance with the GPA policy. Since the policy launch
in 2016, GPA has blacklisted 23 suppliers that refused
to abide by the policy or run the action plan;
● a total of 19 slaughterhouses (100%) have a geo-monitoring
system in place. 99.6% of the meat produced by these
suppliers was of controlled origin in 2019. The remaining
0.4% corresponds to suppliers who either implemented
the system this year, or were suspended for refusing to
implement the action plan (2019);
● 22,150 direct ranches have been identified. These ranches
provided cattle to GPA suppliers and have been inspected
by our suppliers;
● more than 30 meetings have been organised to present
the policy to the suppliers since its publication, and to assist
in the implementation of specific action plans in 2019.
Implementation outcomes in 2020
In 2020, the new policy was issued to all GPA suppliers,
and 38 of these signed up. Each supplier checks ranch
compliance with regard to the 12 criteria of the Imaflora
protocol. 100% of direct supplier ranches are monitored
for compliance using a satellite geo-monitoring system.
To ensure proper application of ranch monitoring procedures
by its direct suppliers, GPA cross-checks the information
received on ranches declared as compliant, using a
geo-monitoring system different from that used by most
suppliers. Suppliers are required to explain any differences
between the GPA analysis and their own. If the GPA analysis
is confirmed, then the ranch is blacklisted.
GPA has also:
● systematically questioned the suppliers identified in NGO
reports in 2020, analysed the ranches concerned, and
examined their responses with a view to taking whatever
measures are deemed necessary;
● participated in multi-stakeholder initiatives addressing the
social and environmental issues posed by cattle farming
in Brazil. In this way, it can help to deploy collaborative
solutions, which Casino Group and GPA feel are the most
effective, given the complexity of the issues and the number
of stakeholders. Casino Group co-chairs the working group
on cattle farming set up by the Forest Positive Coalition of
the Consumer Goods Forum, which seeks to mobilise all
purchasers of meat in Brazil on collective improvements
to systems and operations on oversight of Brazilian beef
producers. As mentioned above, GPA teams took part in
Imaflora’s work on the Beef On Track project, GTFI, GTPS
and the VISIPEC project;
● audited ten of its private-label (Rubia Gallega) direct
suppliers’ slaughterhouses according to the ICS social
audit standard, to verify working conditions.
Actions taken by Éxito in Colombia are detailed in the
section Combat deforestation caused by the production
of commodities.
288
Implementation outcomes in 2021
Casino Group continued to implement its actions to reduce
the risk related to the social and environmental impacts of
suppliers of beef sold under national brands and private
labels in Brazil.
Actions involving suppliers
The Brazilian suppliers whose fresh and frozen beef is sold
in the Group stores in Brazil have adhered to the beef
policy since it was updated in September 2020. This is
a prerequisite to working with the banners as a supplier.
Having been kept informed of the policy in place, GPA/
Assaí’s management and sales teams(1) have had several
discussions with the main beef suppliers in Brazil to
ensure that GPA/Assaí’s policy is properly understood and
implemented. The operations teams also engage regularly
with suppliers following the second ranch inspection
performed using the GPA/Assaí geo-monitoring system
to define potential corrective actions and continue
improving inspection procedures. GPA/Assaí’s operations
teams contacted suppliers as soon as they were informed
of a report implicating ranches that could be involved in
deforestation. The objective was to understand the supplier’s
position, whether there was any truth to the accusations,
any actions taken, and to check that these ranches are not
connected with products sold in stores.
Monitoring of supplier ranches
Group banners in Brazil are not in direct contact with ranches
in Brazil and therefore have no established relationship,
except for certain private-label products, which account for
17% of GPA sales volumes. As a result, meat suppliers check
that the ranches they source from meet the 12 criteria of
Imaflora’s Beef on Track protocol using a geo-monitoring
system. These criteria are integrated into the GPA/Assaí
policy. This information is reported to the Group’s banners
in Brazil and is again checked monthly by GPA/Assaí via a
geo-monitoring system. If any discrepancies are detected,
GPA/Assaí staff inform the supplier, which must provide
evidence that the ranches meet the required criteria.
Otherwise, the supplier must discontinue working with the
ranches until the information is submitted and approved.
with animal transport documents between the indirect
and direct ranches (GTA) to measure the risk of indirect
supplier ranches. GPA and Assaí support the policy of the
three major Brazilian meat suppliers to identify, by 2025,
all tier-3 indirect supplier ranches that work with direct
ranches and to support them in their efforts.
In 2022, GPA and Assaí continued their monthly monitoring
of the ranches supplying national-brand and private-label
beef suppliers(2), requiring information and proof of ranch
compliance at the time of purchase whenever their own
analysis differed from that carried out by the suppliers.
In their updated policy, GPA and Assaí reasserted the
requirement for suppliers to be able to report, by 2025,
on indirect ranches supplying direct ranches.
Participation in initiatives to define a common
framework for monitoring ranches in Brazil
To improve monitoring practices and get all stakeholders
involved, all suppliers in Brazil must apply the same ranch
monitoring rules and use efficient tools. As such, Casino
Group and its subsidiaries GPA/Assaí are working on several
multi-stakeholder initiatives to define common rules for all
actors in Brazil to monitor ranches, identify new approaches
and technologies, and transform market practices. In 2021,
GPA/Assaí continued to participate in the following initiatives:
● Tropical Forest Alliance: GPA/Assaí is participating in the
discussion forum to advance the use of pragmatic solutions
to improve traceability and tracking in cattle farming.
● Indirect Supplier Working Group (GTFI): GPA/Assaí are
members of the GTFI, the main platform for monitoring
indirect suppliers in the cattle farming chain in Brazil.
● Brazilian Roundtable on Sustainable Livestock (GTPS):
GPA and Assaí are also members of the multi-sector
organisation that works towards sustainable cattle farming.
● Brazilian Coalition on Climate, Forests and Agriculture: this
multi-sector coalition addresses climate change issues
with a view to developing a new, low-carbon economy
through concrete solutions to end deforestation and
illegal logging, by promoting competitive and sustainable
production.
GPA and Assaí urge their suppliers to inform ranches of
the rules applicable to them and identify indirect supplier
ranches (acting as suppliers to direct ranches), which
represent tier 3 in the supply chain. GPA and Assaí continued
to support the Visipec project. This tool developed by
NWF compares cadastral data from direct ranches (CAR)
● Visipec: in partnership with NWF and a supplier, GPA/
Assaí participated in a pilot project to test the social and
environmental monitoring of the indirect supplier chain,
using the VISIPEC traceability tool, which connects direct
and indirect suppliers and provides a broader view of the
supply chain of Brazilian slaughterhouses.
(1) Assaí was spun off from GPA in 2020 and now operates as a separate business unit (see section 3.10 "Methodology").
(2) Percentage of fresh and frozen beef sold under national brands and private labels in GPA/Assaí stores.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
In 2021 and 2022, they were also actively involved in
improving standards in Brazil, through:
● the Beef Working Group of the Forest Positive Coalition of
Action backed up by the Consumer Goods Forum: Casino
Group co-chairs this working group, which is supported
by the association Proforest to develop a common set of
guidelines that beef suppliers in Brazil can apply for all
international customers to guarantee deforestation-free
meat from Brazil. Casino Group participated and jointly led
more than ten meetings in 2021 and 2022. As presented
in the annual report of the Forest Positive Coalition of
Action, the working group assessed the best practices
of 20 Brazilian meatpacking companies, which together
operate and source from more than 100 meatpacking
plants in the Brazilian Amazon and Cerrado biomes. The
beef farming working group published guidance in early
2022 for Brazilian beef suppliers to assure them that
the ranches they work with are deforestation-free. These
guidelines were defined after a broad consultation with
external stakeholders (suppliers, NGOs, public authorities,
etc.), which were given the opportunity to comment on
the report in 2021. A Learning Journey webinar series
was created in 2021 to raise awareness among Coalition
members and meatpackers on key issues and solutions to
improve ranch monitoring processes and support them in
implementing better practices. The Learning Journey was
developed in partnership with the Global Environment
Facility (GEF)-funded Beef Toolkit programme. These
guidelines are aligned with GPA and Assaí’s beef monitoring
policy and help to set a common standard for all players,
especially with regard to ranch monitoring in Brazil;
● Imaflora’s Beef on Track (Boi na Linha) protocol: GPA/
Assaí actively participated in creating the “Guide for
Retailers: Developing an Effective Beef Procurement
Policy”(1) published by Imaflora. This guide is part of the
Boi na Linha programme, which GPA and Assaí also
co-developed. It presents good practices for implementing
a monitoring protocol for the beef supply chain, and
to fight against sourcing from ranches connected with
deforestation in the Amazon biome. GPA also participated
in the webinar, organised by Proforest and Imaflora, on
defining a voluntary monitoring protocol for livestock
suppliers in the Cerrado. This action aims to improve
social and environmental monitoring practices for beef
purchases from the Cerrado biome.
Implementation outcomes in 2022
Actions involving suppliers and ranch monitoring
GPA and Assaí continued to:
● implement the policy and measures for monitoring the
direct ranches supplying beef suppliers (slaughterhouses),
in particular through the dual verification procedure;
● verify that the ranches implicated by NGO reports do
not figure in the GPA/Assaí supply chain, and obtain all
relevant information and evidence from suppliers;
● encourage beef suppliers (slaughterhouses) to improve
their supply chain monitoring, especially as regards indirect
ranches;
● take part in working groups to enhance monitoring
methods and improve the cattle supply chain in Brazil.
Banners actively participated in the same working groups
as those mentioned in the 2021 report, including the
Consumer Goods Forum’s working group on cattle farming,
to promote guidelines for beef suppliers and engage other
purchasers.
In 2022, GPA and Assaí teams held several meetings with
the main beef suppliers in Brazil, to continue to improve
monitoring of the ranches that supply them and to hear
their responses to reports implicating ranches from which
they may be sourcing.
GPA and Assaí systematically seek explanations from
suppliers in the event of alerts from NGO reports implicating
their supply chains.
If the information in these reports so allows, GPA/Assaí and
the supplier proceed with checks on the incriminated ranch
to (i) verify whether it may have been associated with the
GPA/Assaí supply chain, and (ii) where appropriate, assess
the situation of the ranch with regard to the dual verification
carried out by GPA/Assaí at the time of product purchase.
Once the alert has been processed, GPA and Assaí may
take any necessary remedial action.
GPA and Assaí Senior Management has issued written
reminders to its suppliers on the importance of complying
with all the commitments they have taken up regarding
responsible beef supply chains.
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Actions involving suppliers and indirect ranches
in their supply chains
Aware of the risks involved with indirect ranches in beef
suppliers’ supply chains (tier 3), GPA and Assaí support and
participate in collective Brazilian initiatives to facilitate the
identification and monitoring of indirect ranches. They have
updated their policies and mobilised major suppliers to
present their objectives for the identification and monitoring
of indirect ranches in their supply chains, and, by 2025, for
verifying the compliance of these indirect ranches with the
same socio-environmental criteria as those applicable to
direct farms.
To support suppliers in the implementation of systems for
identifying and monitoring indirect ranches, GPA took part
in a pilot project on traceability and monitoring of indirect
ranches, in partnership with a major meat supplier and the
NGOs Amigos da Terra and National Wildlife Federation
(NWF). This project aims to identify the tier-3 ranches
linked to the tier-2 ranches involved in purchases made
by GPA through a specific meatpacking company. NWF
and Amigos da Terra will be harnessing experience from
other projects to identify indirect suppliers. The project,
which will be launched in 2023, will help identify the
difficulties and obstacles involved in obtaining information
on indirect ranches, and propose practical and workable
large-scale solutions.
Update to supplier monitoring policy
GPA and Assaí have updated their policies, which are
available here: https://www.gpabr.com/wp-content/
uploads/2021/07/Social-and-Environmental-Beef-
Purchasing-Policy.pdf and https://www.Assaí.com.br/en/
social-and-environmental-beef-purchasing-policy.
Actions with regard to suppliers purchasing beef
in the Cerrado region
GPA and Assaí took part in the Deliberative Council of the
Voluntary Monitoring Protocol for Cattle Suppliers in the
Cerrado. In 2021, the NGOs Proforest and Imaflora formed
a partnership to draw up a voluntary monitoring protocol for
cattle suppliers in the Cerrado, with the aim of facilitating the
implementation of best practices for the direct monitoring
of cattle suppliers in this biome. Building on collaborative
experience with major suppliers in Brazil, pilot projects were
carried out throughout 2022 to implement the protocol
and evaluate the proposed criteria, under the aegis of
institutions such as the Brazilian public prosecutor and state
environmental agencies, with the aim of validating these
criteria. Publication of the Voluntary Monitoring Protocol
for Cattle Suppliers in the Cerrado is set for 2023.
Working from this new protocol drafted by the Proforest
and Imaflora NGOs, which lists 12 social and environmental
criteria relevant to the responsible purchasing of cattle in
this biome, GPA and Assaí conducted a pilot project with
beef suppliers linked to the Cerrado biome, to assess ranches
based on the legal and zero-deforestation criteria set out
in the protocol. This protocol, currently under validation
by stakeholders, will strengthen the policies in place for
monitoring the Cerrado ranches.
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Monitoring indicators
2020
2021
2022
Percentage of fresh and frozen beef sold under national brands and private labels
in GPA/Assaí stores in Brazil
% national brands
% private labels
Number of beef suppliers in Brazil at 31 December
Number of national-brand suppliers
Number of private-label suppliers
85%
15%
38
38
2(*) (1)
90%
10%
40
40
2(1)
85%
15%
37
37
2(1)
Indicators on beef suppliers with slaughterhouses buying directly from ranches
% of suppliers subscribing to the policy updated in September 2020(*)
% of suppliers using satellite geo-monitoring system(*)
100%
100%
100%
100%
100%
100%
Number of declared ranches supplying GPA/Assaí direct suppliers (slaughterhouses)
17,740
17,924
24,246
% of these ranches analysed and monitored by the supplier satellite
geo-monitoring system
% of these ranches analysed and monitored by the supplier satellite
geo-monitoring system, followed by cross-checks using the GPA/Assaí
geo-monitoring system
(*) NFIS indicators.
(1) These two suppliers are also national-brand suppliers.
100%
100%
100%
100%
100%
100%
Note on the claims under duty of care legislation
In 2020, Brazilian ranches working for major Brazilian beef
companies were alleged to be implicated in deforestation
in Brazil. Though Casino Group’s Brazilian subsidiary, GPA,
was never incriminated by representatives of Brazilian
indigenous communities or communities on the ranches of
these major suppliers, in June 2020, a French organisation
published a report claiming “double standards” practised
by Casino Group. Casino Group issued a detailed response
addressing the many inaccuracies, incorrect extrapolations
and errors contained in this report. In September 2020,
Casino Group received formal notice on the claim by this
organisation and a collective of other NGOs that the Group’s
duty of care plan failed to comply with the French duty
of care law of 27 March 2017. Casino Group refuted this
accusation, and provided a detailed response to this formal
notice. Compliant with the provisions of this legislation,
Casino Group publishes and implements the duty of care
plan as outlined in this document, as from entry into force
of the legislation in question.
In 2021, Casino Group was summoned to appear before
the Saint-Étienne court without any attempt from the
associations concerned to engage in dialogue following
the response provided to the abovementioned claim and
before the Group’s 2021 duty of care plan was published.
The case was referred to the Paris court, which in 2022
proposed mediation to the parties. After meeting with the
two appointed mediators, as requested by the court, Casino
Group confirmed its agreement to initiating a mediation
process. The plaintiffs declined this mediation. The legal
proceedings are still in progress.
In 2022, four NGOs issued formal notices to nine companies,
including Casino Group, regarding compliance with
legislation on duty of care with regard to the use of plastic.
Casino Group responded to this formal notice within the
legal timeframe of three months, by reaffirming (i) its
commitments and actions to reduce the impact of plastic
in the products sold, particularly by suppliers, taken since
2019 under the National Pact on Plastic Packaging signed
by the Group, and (ii) its willingness to engage in dialogue,
in accordance with the National Pact on Plastic Packaging,
with NGOs on the commitments made and their relevance,
the measures taken, and the solutions proposed by the
NGOs. More information on the policy on reducing plastic
packaging appears in section 3.5.4.4.2. of this Non-Financial
Statement.
3.5.3.5. Ensuring animal welfare
■ Commitment
For many years now, Casino Group has been working closely
with suppliers, local production chains and animal rights
organisations in a commitment to offering products that
are more respectful of animal welfare.
To drive a cycle of continuous improvement, the Group
cultivates dialogue with a wide range of stakeholders,
including NGOs, veterinarians, suppliers, production chains,
consumers and employees. It hopes that these initiatives
will improve and broaden the array of animal-welfare
friendly products on its store shelves and enable customers
to enjoy better quality products made from more ethically
treated animals.
292
The chosen approach consists of both monitoring conditions
in the breeding, transport and slaughtering process and
supporting the production chains as they transition to
better, more welfare-friendly practices. The Group’s assertive
commitment was recognised by the Business Benchmark
on Animal Farm Welfare (BBFAW), which in 2021 rated its
performance as Tier 4 (of six tiers).
Consumer awareness plays a critical role in improving
the treatment of farm animals. To inform shoppers about
the animal welfare aspects of the products they buy, the
Group has developed a labelling system in collaboration
with three recognised animal rights organisations. The
aim is to contribute to the development of standardised
animal welfare labelling in France. The labels were initially
prepared for broiler chickens, with the first labelled products
appearing in stores in December 2018. At the beginning of
2020, the programme was extended to other distributors
and producers. Additional details about the programme
may be found at http://www.etiquettebienetreanimal.fr.
In this way, the Group hopes to encourage consumers to
choose the most welfare-friendly products.
The Group’s approach to animal welfare is part of an inclusive
dynamic of innovation and progress, involving all of the
stakeholders concerned:
● upstream: the Group is committed to fostering constructive
dialogue with cattle ranchers, cooperatives and
slaughterhouses, with the aim of continuously improving
their practices;
● animal rights stakeholders: the Group is supported by
such partner NGOs as La Fondation Droit Animal (LFDA),
Compassion in World Farming France (CIWF France) and
Œuvre d’Assistance aux Bêtes d’Abattoirs (OABA);
● veterinarians and animal welfare scientists: the Group
also relies on experts to guide it in addressing animal
welfare issues more effectively across the supply chain;
● consumers: the Group is totally dedicated to product
quality, one of whose core components is the ethical
treatment of animals. It therefore strives to keep shoppers
better informed about animal welfare issues, in particular
through the animal welfare labels that have been displayed
in stores since December 2018;
● stores: all of the banners participate in showcasing products
sourced from more animal-friendly production chains;
● employees: special attention is paid to raising employee
awareness of animal welfare issues. An e-learning module
to raise awareness on animal welfare issues has been
available to employees since 2020.
In deploying its animal welfare policies, Casino Group
upholds the five fundamental freedoms established by
the Farm Animal Welfare Council and accepted as the
baseline in this area.
In the case of its private-label products in France, Casino
Group has pledged to:
● define the minimum animal welfare standards applicable
to its private-label products during the husbandry, transport
and slaughtering phases of the meat, eggs, milk and fish
production chains;
● define action plans for the meat, eggs, milk and fish
production chain to gradually improve animal welfare
in each;
● increase the number of animal-welfare friendly products
available in stores;
● improve the supplier audit procedure concerning animal
welfare, starting with the inspection of slaughtering
conditions in the meat production chain;
● improve consumer information by developing and
supporting animal-welfare labelling in the stores and
by helping to roll out a standardised national animal
welfare labelling system in France.
The use of antibiotics to promote growth is prohibited, in
accordance with the regulations in force.
Casino Group’s policy to promote animal welfare has been
updated and published under the Commitments – Produce
better – Casino Group policy for animal welfare section of
its website, at www.groupe-casino.fr/en. The commitments
listed in the animal welfare policy are an integral part of
supplier specifications. An ad hoc procedure is applied for
private-label products for cases of non-compliance (see
3.5.3.1).
Casino Group won several awards, notably for the Animal
Welfare label project, including an LSA “La conso s’engage”
CSR award, the ESSEC Daniel Tixier Prize and the CIWF
Animal Welfare Award. As part of the ESSEC Grand Prix
du Commerce Responsable, at the beginning of February
2020, Casino Group received the “Services and Information
for the Benefit of the Consumer” prize for its animal
welfare labelling. Franprix recently won CIWF’s Good
Dairy Commendation and 2019 Good Egg Award for its
commitments, while Monoprix (in 2019) and Franprix
(2020) received Good Chicken Awards from CIWF for their
pledge to meet the Better Chicken Commitment criteria.
■ Organisation
Animal welfare policies, as well as the issues related to
animal welfare labelling, were presented to the Executive
Committee in 2018. Status reports are conducted according
to the issues at stake.
In France, a multidisciplinary team involving all of the
stakeholders concerned oversees animal welfare policy:
● Corporate social responsibility (CSR);
● Quality – including an animal welfare officer;
● Purchasing;
● Marketing.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
This multidisciplinary team is responsible for:
● coordinating operational deployment of the policies;
● monitoring developments and benchmarking performance;
● defining key animal welfare performance indicators;
● regularly tracking progress;
● capitalising on observed best practices;
● defining improvement action plans.
■ Action plans
● Egg sourcing
The Group is committed to improving husbandry conditions
for laying hens.
It was the first retailer in France and Brazil to announce that
it would stop selling eggs from caged hens, making some
of the industry’s most ambitious commitments. In line with
its commitment, since January 2020, none of the eggs
sold in the stores in France have come from caged hens.
Indicator
Private label France
% of eggs from cage-free hens
% of products containing eggs from cage-free hens
National brand France
% of eggs from cage-free hens
Private label Latin America
Private label GPA
% of eggs from cage-free hens
Private label Éxito
% of eggs from cage-free hens
● In South America in 2017, Group subsidiary GPA launched
a line of eggs from cage-free hens that has extended its
organic and free-range egg products. GPA has committed
to selling only eggs from cage-free hens under its own
brands by 2025, in line with the public health standards and
regulations specified by the Brazilian Ministry of Agriculture,
and to extend this to national-brand eggs sold in the Pão
de Açúcar and Extra stores by 2028. Specific identity and
information material were brought in at stores to inform
consumers on different egg categories. In Colombia, all
private-label eggs sold by Grupo Éxito are from cage-free
hens. Since 2019, Grupo Éxito has been working with the
Colombian National Poultry Farming Federation (FENAVI)
on developing a sustainability compliance label.
● In France, Monoprix discontinued the sale of eggs from
caged hens under its private label in 2013 and by national
brands in 2016. In 2017, Casino Group and all of its
banners in France made a similar commitment and, as
of 1 January 2020, stopped selling eggs from caged
hens. The Group supports its farmers and suppliers in the
transition to an alternative farming method, leveraging
multi-year contracts to better assist them in their investment
efforts. For its private-label eggs, the Group has set up
an open-air production chain free of antibiotics during
the laying period, with hens raised on GMO-free feed
(< 0.9%). This led to the launch of two new products in
April 2019. Casino Group has already committed to going
a step further by pledging to eliminate egg products from
caged hens in all its private-label products by 2025. In
2022, 51% of private-label egg products contained eggs
from cage-free hens (26% in 2020 and 49% in 2021).
2020
2021
2022
Objectives
100%
26%
100%
100%
100%
100% in 2020
49%
51%
100% in 2025
100%
100%
100% in 2020
40%
53%
100% in 2025
100%
100%
100% in 2021
● Milk sourcing
All of the banners market private-label organic milk, as
well as other milk offering better guarantees under their
private labels:
● All Monoprix UHT milk complies with “Who’s the Boss?!”
specifications, which guarantee that the cows have had
four to six months of grazing, that feed is GMO-free
(< 0.9%), and that farming conditions meet specific criteria
on animal welfare. This is a significant undertaking by
the banner to improve welfare standards for dairy cows.
● Franprix won the CIWF Good Dairy Commendation in
2019 for its commitment to maximally virtuous dairy
cattle farming by the end of 2024. The criteria here include
access to free grazing for at least 150 days per year, the
absence of contention, and the monitoring of farmed
animal welfare indicators.
● The Casino Bio, Monoprix Bio and Franprix Bio brands
guarantee permanent access to grazing land, whenever
weather conditions make this possible.
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● Broiler chicken sourcing
● reduce mutilation by:
In the same way as for eggs and milk, Casino Group is
sensitive to the welfare of the broiler chickens sourced for
its private labels, and:
● signed up to the Better Chicken Commitment, which
aims to significantly improve the rearing and slaughtering
conditions for all broilers (lower densities, slower-growing
strains, enhancing the environment with perches, natural
light in livestock buildings, more humane slaughtering
methods, etc.). The Casino and Franprix banners are
committed to ensuring that, by 2026, all of the chickens
marketed under their Casino private labels will be labelled
level “C – Satisfactory” or better, under the animal welfare
labelling system set up by Casino Group and three animal
protection NGOs – LFDA, CIWF and OABA. Since 2020,
Terre & Saveurs brand chickens have all been rated “Good”
or “Superior” in terms of animal welfare. This label was
rolled out to Casino Bio products in 2020 and in 2021
to Monoprix Gourmet and Monoprix Bio Origines brand
chickens (60% of private-label raw poultry products);
● offers a range of chickens farmed organically under better
animal welfare conditions;
● is extending its commitments, as with Monoprix’s
October 2018 decision to discontinue sale of fast-growing
broilers under its private label, with stores now carrying
only medium- or slow-growing breeds. In addition, all of
the rotisserie chickens comply with organic standards,
with access to open air areas, low stocking densities and
a minimum slaughter age of 81 days. They are also raised
without antibiotics and fed GMO-free feed.
● Taking action in the pork industry
In France since 2020, Casino Group has been taking part
in the work of the French association for animal welfare
labelling (AEBEA) on developing animal welfare labelling
for pork products.
In Brazil, GPA is committed to take the following action by
the end of 2028:
● ensure that 100% of suppliers of pork products sold in
Pão de Açúcar stores comply with its animal welfare policy;
● support the transition to group housing for pregnant sows;
- discontinuing the use of ear tags to identify animals,
- discontinuing castration in favour of alternatives such
as immunocastration,
- limiting teeth grinding to absolutely necessary situations
such as aggressive behaviour;
● prohibit the use of antibiotics to promote growth for
private-label products.
● Improving slaughtering conditions
The Group has deployed a slaughterhouse inspection
programme in France. In 2014, Casino defined a dedicated
audit procedure to ensure that slaughtering operations meet
ethical animal protection standards and keep suffering to
a minimum in such key phases as transport, stunning and
slaughtering. These preliminary audits have been carried out
by veterinarians since 2015. More than 70 slaughterhouse
inspection points are examined. To date, 46 slaughterhouses
have been audited for compliance with animal welfare
standards. These facilities mainly slaughter cattle and pigs,
as well as lambs and more recently, poultry. Each audit
helps to raise the awareness of the Group’s suppliers and
encourage them to improve their practices, with remedial
actions requested as needed. Audit standards are informed
by advice from animal welfare experts.
● Improving consumer information
To help create a standardised animal welfare label in France,
Casino Group worked with its partners LFDA, CIWF France
and OABA to develop a labelling system. Assessment
standards were defined, with nearly 230 criteria covering
every stage in an animal’s life, from birthing and raising to
transport and slaughtering. Compliance with each of the
criteria is assessed through annual external audits performed
by independent firms. The first labelled products, sourced
from broiler farms, appeared in stores in 2018. The labelling
system has been extended to other brands and products.
In 2022, the label appeared on Casino Terre & Saveurs,
Casino Bio, Monoprix Bio Origines and Monoprix Gourmet
products. Additional details about the programme may be
found at www.etiquettebienetreanimal.fr.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.5.4. CASINO GROUP, ACTIVELY COMMITTED TO PROTECTING
THE ENVIRONMENT AND CLIMATE
3.5.4.1. Environmental policy
■ Commitment
Casino Group has established an environmental policy
addressing the risks, challenges and opportunities identified
as relating to its operations in France and abroad.
The Group’s policies, including the environmental policy,
are presented and their implementation monitored by
the Governance and Social Responsibility Committee (a
specialised Committee of the Board of Directors). The CSR
departments of all Group entities manage the operational
deployment of actions, under the supervision of their
Management Committees.
The Group is committed to defining policies, objectives and
actions that address the issues identified in a process to
continuously improve its environmental performance. The
Group regularly measures its performance and informs its
internal and external stakeholders annually of its results
(see performance table in section 3.6).
Group employees and governance bodies were given training
to support the implementation of these policies and actions.
The Governance and Social Responsibility Committee was
trained on climate issues in January 2022.
In view of the direct and indirect impacts identified, Casino
Group’s environmental policy takes three focuses:
(i) low-carbon strategy, to reduce the Group’s greenhouse
gas emissions and combat climate change (see
section 3.5.4.2);
(ii) preservation and conservation of resources, to support
the circular economy and the fight against food waste;
(iii) preservation of biodiversity.
It is supported and implemented by the Group based on:
● the objectives of the 2015 United Nations Climate Change
Conference (COP 21);
● the UN Sustainable Development Goals;
● the objectives of the Montreal Protocol;
● the Science Based Target Initiative, for which Casino Group
has joined the We Mean Business coalition;
● the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD), for which Casino Group
became a “TCFD supporter” in February 2021;
● National regulations such as the 2030-2050 roadmap
from the French Agency for Environment and Energy
Management (ADEME);
● the recommendations of the Consumer Goods Forum.
The Group has also pledged to support a number of
voluntary national initiatives, including:
In France,
● the Paris Climate Action Charter and the Charter for
Sustainable Urban Logistics issued by the City of Paris;
● France’s National Pact on Plastic Packaging;
● the National Pact on Sell-by Dates, to combat food waste;
● the French Business Climate Pledge.
In South America,
● the Tropical Forest Alliance 2030, dedicated to removing
deforestation from supply chains in Colombia;
● the Colombian Zero-Deforestation Agreement in the
beef and dairy sectors, which aims to achieve net zero
deforestation in the country’s natural forests by 2030;
● the New York Declaration on Forests.
Casino Group’s climate, biodiversity and environmental
policies may be found in the CSR Commitments pages at
www.groupe-casino.fr/en.
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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)
Casino Group is committed to following the TCFD
recommendations in the following fields:
(i) Governance
One of the remits of the Governance and Social
Responsibility Committee of the Board of Directors is to
review and discuss climate and other social responsibility
issues (see section 5.5.2).
The Committee specifically reviewed the analysis of
climate risks and opportunities and, more generally,
compliance with TCFD recommendations, the
measurement and management of Scope 3 emissions
and implementation of the EU green taxonomy. To
support Committee members in their duty to address
climate issues for the Group, a dedicated training session
was organised in January 2022.
Climate issues and the related action plans and
performance metrics are also reviewed by the Group
Executive Committee in accordance with its remit (see
section 5.3.4).
(ii) Strategy
As part of the process of identifying and measuring
climate risks and opportunities, the Group has defined
short, medium and long-term timeframes and scales of
impact for the company and its stakeholders.
The assessments were carried out by each of the Group’s
business units to ensure that the findings reflected
local circumstances and practices. These findings were
as follows:
- in France, the Group is exposed to physical risks in the
event of extreme weather events and transition risks
related to reputation and the emergence of a more
restrictive political and legal environment. It also faces a
market risk stemming from high investor expectations
for ESG performance. The identified opportunities
relate to resource efficiency and the development of
new products and services;
- in South America, the major concerns are physical
risks from extreme weather events, chronic physical
risks from rising average temperatures and transition
risks from changes in the legal and tax environment,
in particular with regard to refrigerants, waste and
carbon emissions. The identified opportunities relate to
resource efficiency, the development of new products
and services, including new sources of competitively
priced energy, and improvements in the organisation’s
climate resilience.
In 2022, a study was conducted of all the Group’s
activities in France, Brazil and Colombia and its value
chain to quantify the environmental, financial and
social impacts today, in 2030 and in 2050 according
to the IPCC’s RCP4.5 and RCP8.5 scenarios. The study
was carried out by a specialised consultancy firm
and revealed that the Group’s exposure to acute and
chronic physical climate risks was low, even under the
worst-case scenario (RCP8.5).
(iii) Risk management: the process for identifying and
assessing climate-related risks is described in section
3.2.2. It is integrated into the Group’s comprehensive
risk management system and covers all the physical
and transition risks and opportunities identified as
part of the TCFD exercise.
(iv) Indicators and objectives: the Group has set objectives
as part of its climate change policy (see section 3.5.4.2),
approved by SBT and published monitoring indicators,
such as Scope 1, Scope 2 and Scope 3 emissions and
consumption of resources and materials (energy, water,
waste) – see Performance table in section 3.6.
More details on how the TFCD recommendations are
being applied may be found in the TCFD cross-reference
table in section 3.12.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
■ Organisation
The Group’s environment and climate policy is organised
and led by the CSR and Engagement department, which
is responsible for coordinating environmental priorities,
sharing best practices and monitoring action plans. The
Group CSR and Engagement department liaises with the
Group Risks and Compliance department on management
of environment and climate risks, and with subsidiaries’
CSR Committees. It also reports on these challenges to
the Governance and CSR Committee (see section 5.5.2),
as well as to the Executive Committee.
Employees are also educated in climate issues through
a variety of training courses and, in France, through the
C L’Empreinte employee climate advocacy network
organised in 2021.
Each Group unit is responsible for locally implementing
the organisation and action plans required to meet the
predefined objectives, in alignment with local circumstances
and practices.
The subsidiaries are responsible for:
Each business unit sets reduction objectives consistent
with Group targets.
For example:
● Grupo Éxito has committed to a 55% reduction in Scope 1,
Scope 2 and goods transport emissions by 2025 compared
with 2015;
● GPA and Assaí have committed to a 30% reduction in
Scope 1 and Scope 2 emissions by 2025 compared
with 2015;
● Monoprix has committed to a 50% reduction in Scope 1
and Scope 2 emissions by 2030 compared with 2020,
on the way to carbon neutrality by 2040;
● Cdiscount is committed to contributing to carbon
neutrality for Scopes 1 and 2 and for Scope 3 covering
emissions from its private-label merchandise by 2040.
The banner already contributes to carbon neutrality for
all of its customer deliveries.
The main sources of the Group’s greenhouse gas emissions
are:
● direct fugitive emissions from refrigeration systems (more
● pursuing the Group’s environmental and climate priorities;
than 80% of Scope 1 emissions);
● deploying an environmental management system
supported by the environmental indicators needed to
manage the action plans for the defined priorities. Each
business unit undergoes an annual review by the Group
CSR and Engagement department.
3.5.4.2. The low-carbon strategy to fi ght
against climate change
■ Commitment
As signatory to the Science Based Target initiative, Casino
Group takes up the following commitments in line with
international objectives:
● reduce Scope 1 and Scope 2 greenhouse gas emissions by
18%(1) in 2025 and 38% in 2030, compared with 2015;
● and reduce Scope 3 emissions by 10%(1) in 2025 compared
with 2018, in the “purchased goods and services” and
“use of sold products” categories, which account for more
than 65% of indirect emissions.
The Group’s low-carbon scenarios were submitted and
approved in line with the Science Based Targets in 2019,
including for Scope 3 emissions.
● indirect emissions from purchased electricity (99% of
Scope 2 emissions);
● emissions from the purchase of merchandise for resale,
the purchase of services, the sale of fuel in service stations,
the transport of goods and people, and waste treatment
processes (Scope 3 emissions).
Casino Group is attentive to the impacts of the growth in
online shopping and related services. In 2020, Cdiscount
joined the Planet Tech Care initiative, whose goals include
more precise measurement of the environmental impacts of
digital technology. It is also a signatory to the charter of the
Institut du Numérique Responsable (Digital Responsibility
Institute). An action plan is under way, in particular to
optimise the online store, so as to declutter the server base,
shrink the network footprint, and minimise the impact on
site visitors.
■ Action plans
The 2030 Scope 1 and 2 greenhouse gas reduction targets
have been defined in alignment with the 2°C pathway
proposed by the Paris Agreement (all scopes) and the
WB-2°C scenario, with progress being driven in four ways:
● reduce emissions from refrigerated display cases;
● reduce emissions from energy consumption;
● reduce emissions from goods transport, and bring in
more sustainable mobility;
● shrink the carbon footprint of store merchandise.
(1) Target approved by the SBTi.
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■ Performance
Evolution of GHG emissions – Group
Breakdown of Scope 1 and 2 greenhouse gas
emissions
398,000
241,000
1,242,000
1,240,000
69%
Refrig-
erants
and
coolants
281,000
191,000
1,028,000
834,000
1,025,000 tonnes
of CO2 equivalent
25%
Building
power
requirements
6%
Transport
2015
2020
2021
2022
Tonnes of CO2 equivalent
Scope 1
Scope 2
Evolution of GHG emissions – France
72,000
54,000
502,000
54,000
49,000
326,000
253,000
242,000
2015
2020
2021
2022
Tonnes of CO2 equivalent
Scope 1
Scope 2
Evolution of GHG emissions – Latin America
187,000
325,000
227,000
741,000
914,000
775,000
142,000
592,000
2015
2020
2021
2022
Tonnes of CO2 equivalent
Scope 1
Scope 2
The Group has measured the carbon footprint of its
operations since 2009:
● Scope 1 emissions, corresponding to direct emissions
from fuel combustion (including during the transport of
goods between warehouses and stores using controlled
resources) and refrigerants, amounted to 834,000 tonnes
of CO2 equivalent in 2022;
● Scope 2 emissions, corresponding to indirect emissions
from the consumption of purchased electricity, amounted
to 191,000 tonnes of CO2 equivalent in 2022 (location-
based method).
Allowing for consumption of energy from renewable
sources, Scope 2 emissions totalled 128,000 tonnes of CO2
equivalent in 2022 (market-based method).
This performance was in line with the Group’s SBT Scopes
1 and 2 commitments and its targeted 38% reduction by
2030 compared with 2015.
The emission factors were reviewed and updated in 2022.
Emissions are presented on a “current” basis, whereby
emission factors for a given year are maintained from one
year to the next and not updated retroactively.
Scope 1 and 2 emissions decreased by 22% compared to
2021. 7% of this decrease was due to changes in reporting
scope and updates to emission factors and 15% to efforts
to reduce Scope 1 and 2 emissions.
The Group also tracks changes in ratios per square metre of
retail space for greenhouse gas emissions from electricity
use and refrigeration systems. These intensity ratios are
presented in the Group performance indicators table in
section 3.6.
An initial measurement of indirect (i.e., Scope 3) emissions
arising from the Group’s operations was carried out in 2012,
with support from a specialist consultancy. Since then,
the Group measures all these emissions from internal and
external data and related emission factors.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
In 2022, the Group enlisted a specialised external firm to
check the methodologies applied in calculating Scope 3 to
ensure relevance of the results. This verification confirmed
the methods used, in particular the method for calculating
the most significant category, “Purchases of products
and services”, which is based on an internally developed
tool covering the sale of all food and non-food products,
including fuel.
The specialised external firm also reviewed the methods
used to measure all of the Group’s Scope 3 categories. The
Scope 3 footprint amounted to approximately 28 million
tonnes of CO2 equivalent (2021) and breaks down as follows:
Breakdown of Scope 3 greenhouse gas emissions
(data from 2021)
73%
Purchases
of
products
and
services
28 million tonnes
of CO2equivalent
13%
Use of the
products sold
6%
Franchises
4%
Upstream
transport
4%
Other
categories
Two categories account for 86% of total Scope 3 emissions,
with Purchases of products and services representing 73%
and Use of the products sold representing 13%.
Lastly, the Group included a review of Scope 3 category 1,
“Purchases of products and services”, which represents 73%
of the total footprint, in the independent data verification
(see section 3.13).
3.5.4.2.1. Reducing fugitive emissions
from refrigeration systems
To reduce its direct Scope 1 emissions by 18% in 2025
compared to 2015 and by 38% in 2030, the Group has
undertaken initiatives to reduce fugitive emissions from
refrigeration systems.
The main measures introduced are designed to:
● reinforce leak containment systems in existing piping by
scheduling preventive maintenance based on constantly
monitored refrigerant levels;
● increase the proportion of refrigerants with low global
warming potential and eventually migrate refrigerated
display cases to carbon-neutral systems.
In France, in compliance with the European F-gas regulation,
and in Brazil and Colombia, the banners are phasing in
fluids with global warming potential of less than 1,500 and
commissioning hybrid refrigeration systems (at 148 sites
in 2022) that produce negative cold with climate-neutral
natural coolants, and systems running on 100% natural
coolants (at 59 sites in 2022).
Store employees are informed about the issue of refrigerants.
GPA has set up a process to track the ten stores with the
highest leakage rates on a monthly basis, for monitoring
by technical teams and implementing corrective initiatives.
3.5.4.2.2. Reducing emissions related
to energy
Reductions in emissions from energy consumption are
sought in four ways:
● through changes in behaviours and usages, to reduce
consumption;
● through improved energy efficiency;
● through the use of energy from renewable sources;
● through the production and consumption of energy from
renewable sources.
These methods, which are described in section 3.5.4.3.1,
are helping the Group to meet the SBT target for Scope
2 emissions, which almost entirely concern energy
consumption.
3.5.4.2.3. Reducing transport-related
emissions
Casino Group measures the emissions resulting from the
transport of its merchandise, and is committed to reducing
them.
● Upstream and inter-site (warehouse and shops)
goods transport
All of the French business units (Casino, Monoprix, Franprix
and Cdiscount) are supporting the FRET21 initiative, with
emissions reduction targets defined and action plans
undertaken to meet them. The initiative is being coordinated
by the French Agency for Environment and Energy
Management (ADEME) and freight trade organisations,
with support from the French Ecological Transition and
Transport ministries.
For the French operations, an overall target has been set to
reduce Scope 1 emissions from transport using controlled
resources by 25% over the 2019-2023 period.
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Casino Group is committed to the following measures on
reducing the emissions generated by the transport of goods
from warehouses to stores:
● reducing journey mileages, by optimising delivery schedules
and fill rates;
● increasing loads carried per delivery, by using double-deck
trailers, increasing the proportion of 40 ft units in the
container fleet, and installing 3D printers at Cdiscount to
make custom-fit packaging and eliminate empty space;
● using railways and inland waterways as alternatives to
overland carriage: since 2012, Franprix has been using
inland waterways to supply its stores in Paris (300 stores
concerned). Nearly 800 tonnes of food products are
transported daily;
● using rail, waterway and maritime shipping for import
containers;
● upgrading the vehicle fleet and using biofuels and
alternative fuels (B100, NGV, bioNGV, electricity) to continue
moving Casino Group towards 100% green transport.
By the end of 2022, the Group was using more than
580 low-carbon lorries in France and 70% of Franprix’s
non-refrigerated lorry fleet ran on natural gas;
● training in eco-driving.
● Goods transport from shops to customers
Casino Group is committed to reducing the emissions
generated by the transport of goods from shops to
customers, with an emphasis on home deliveries on
foot, by bicycle or electric cargo tricycle. For example, in
2022, Monoprix won prizes at the ESSEC Grand Prix du
Commerce Responsable in three categories, including the
“Reduction in environmental impact” category, thanks to
its environmentally-friendly home delivery system. Using
pedestrian trolleys or cargo bikes, these completely carbon-
free deliveries help to reduce pollution, noise and traffic
jams in the city. This practice has also been developed in
South America. In 2022, for example, GPA delivered more
than 40,000 orders to customers in electric lorries.
● Customer and employee transport
Neighbourhood access to the thousands of Casino Group
convenience stores makes for minimum use of cars and
facilitates home deliveries using eco-friendly transport
modes, thereby minimising the impact of shopping
transport. Casino Group plans further extensions to its
network of convenience stores. To lower emissions from
customer and employee travel, the Group is also assertively
encouraging electric mobility by purchasing EVs for its
corporate fleet and installing charging stations in its store
and office car parks. Employees are also offered training in
eco-driving techniques.
● Transport related to online shopping
With the growth in its e-commerce operations, the Group is
increasingly using fully electric or biogas-powered vehicles
for customer deliveries in France and other host countries.
In France, to support its sustainable logistics commitments,
Cdiscount signed the French government’s Charter of
Commitments to Reduce the Environmental Impact of
Online Retailing in July 2021. The voluntary initiative is
built around guidelines for managing packaging, delivery
and warehouses, as well as for keeping shoppers informed
of the environmental impact of their online purchases.
Cdiscount is developing many innovations for reducing the
environmental impact of goods transport and advancing
toward carbon-neutral delivery services for all of its deliveries:
● reducing empty space in packages and optimising lorry
load factors. Through its subsidiary C-logistics, Cdiscount
is the first and only European online retailer with six 3D
printers that adjust shipping boxes to the exact size of
the products being shipped, reducing empty space by an
average of 30%. Cdiscount also speeds up bulk loading with
several transporters to ship parcels under 30 kg. Together,
these two measures have driven a 30% reduction in the
number of lorries required across all package deliveries;
● increasing the use of alternative transport modes for
collection, shipping and last-kilometre delivery (EVs, cargo
bikes, bioNGV-powered vans, etc.), in association with its
haulier partners;
● coordinating an extensive network of relay points throughout
the country, so that customers can reduce their carbon
footprint, with more than 24,000 pick-up points for
small parcels and more than 600 pick-up points for large
parcels. In partnership with Agrikolis, Cdiscount has set
up a network of farm pick-up points, which offers farmers
an additional revenue stream and reduces the distance
travelled by customers in rural areas.
Lastly, residual emissions are offset by means of an
environmental sponsorship that is funding reforestation
projects in sustainably managed forests in France.
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3.5.4.2.4. Reducing the emissions related
to products sold
In accordance with the aims of the Paris Climate Agreement,
Casino Group has undertaken to reduce the greenhouse
gas emissions linked to its food products, which represent
its main indirect impact (Scope 3). To support this transition
toward low-carbon consumption, the Group is taking action
on several levels.
(i) Supporting the transition
to a more plant-based diet
To implement a low-carbon strategy, the Group needs to
support the shift in production and consumption practices
towards low-carbon products and especially a better balance
between animal and vegetable protein in a store’s product
offering. Lastly, to reduce the impact of what we eat on
the climate and the environment, several studies have
demonstrated the need to change the carbon footprint
of the average French person’s diet by eating less animal
protein and more fruit, vegetables and legumes.
To support this transition, retailers need to offer more
vegetable protein options in a variety of product categories
and encourage shoppers to buy less, but better quality,
animal protein, in accordance with PNNS (the National
Health and Nutrition Plan) recommendations.
Three of the ways in which the Group is responding are by
developing bulk offerings for legumes, broadening the range
of private-label meat and dairy alternatives and providing
consumers with more detailed animal welfare information.
In so doing, Casino Group:
● is developing several lines of vegetarian and vegetable-based
products that resonate with new consumer expectations:
Casino has launched the “Veggie” line of vegetarian ready
meals and organic vegetable drinks; Monoprix markets
the “Le Végétal” range of primarily vegetable-based dishes,
while Franprix has formed several partnerships, with, for
example, HappyVore, Planted, Nurishh, to offer plant-
based line-ups. Casino Group was also the first retailer in
France to sell products from American start-up Beyond
Meat® under the Monoprix, Franprix, Géant and Casino
Supermarkets banners. In 2022, the Casino banners
deployed “100% Veggie” shop-in-shops offering more
than 400 SKUs;
● is developing 100% vegan concepts. Naturalia operates
100% vegan organic produce stores, stocked with 2,000
staple foods that are entirely vegetable-based;
● is promoting bulk sales, offering customers a variety
of innovative bulk solutions. Since 2020, for example,
new concepts for selling national brand products have
been tested for use alongside existing systems for pulses,
cereals, etc.;
● is encouraging more detailed information for consumers on
the degree of animal welfare related to products, enabling
them to consume higher quality products and to change
their habits when it comes to purchasing animal protein.
In 2022, Monoprix partnered with the Veganuary challenge
to try out a vegan diet for a month (600,000 participants
worldwide). As part of the event, Monoprix launched a
promotion on a range of plant-based products (national
brands and private labels) and used its communication
channels to spread vegan recipe ideas and promote a
plant-based diet.
(ii) Promoting local products
Working with local producers, the Group’s banners are
developing and promoting product lines that are local
in origin.
One of the Group’s objectives is to make local products
more visible to its shoppers.
In France, Casino’s CAP (Casino Agissons pour la Planète)
CSR approach reasserted its commitment to promoting local
products. Since 2011, Casino has proposed its Le Meilleur
d’Ici concept for local products made within a radius of
about 50 km around Casino outlets, or 200 km for regional
products. By taking part in several regional initiatives aimed
at increasing the visibility of local products, such as the
Charter to promote products from the Occitanie region, the
Ma Région Ses Terroirs initiative in Auvergne-Rhône-Alpes,
and the Le Vrai Goût des Saisons programme in partnership
with Chef Mauro Colagreco, Casino stores promote more
than 1,200 local and regional suppliers. Monoprix carries
a range of local products produced within 100 km of each
store, which represented close to 8,000 grocery, beverage,
produce and frozen SKUs in 2022. Since June 2021, the
banner has deployed a locavore programme with locally
sourced foodstuffs in each store and dedicated signage.
In addition, it has partnered with Agriculture urbaine, Le
Paysan urbain and Agricool to market fruit and vegetables
grown locally in each city. In all, close to 27,000 locavore
products are on offer in France, sourced from more than
1,800 local producers. Cdiscount remains committed to
its Made In France offer initiated in 2020, which promotes
products focusing on their key features and for which more
than 50% of their unit cost was purchased in France. This
product segment has its own tab directly on the website’s
home page, is featured in promotions and displays a special
“More sustainable – Made in France” label, to help consumers
to identify products with a social or environmental objective.
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In South America in 2021, 89% of the fruit and vegetables
marketed under Grupo Éxito banners were grown in
Colombia, of which more than 86% were sourced locally
and directly from small farmers. Éxito continues its training
programme for suppliers, in partnership with EAFIT
University, and runs workshops on product reformulation
(fats and oils). In addition, Éxito periodically brings together
its fruit and vegetable producers to encourage and help
them to meet Global Good Agricultural Practice standards,
with the goal of improving performance across the entire
fruit and vegetable supply chain. In Brazil, GPA continues to
expand the Caras do Brasil programme, which promotes
sustainable family farming in five regions throughout the
country (11 additional stores joined the programme in
2022 for a total of more than 50), offering more than
100 responsible smallholders, cooperatives and associations
an opportunity to sell their products in Pão de Açúcar stores.
(iii) Informing shoppers about the environmental
impact of products to shift them to low-carbon
consumption
Since 2007, to enable customers to shift their purchases
to lower-carbon products, Casino Group has supported
the display of standardised environmental labels on food
products. Following on from the Carbon Index label for its
private-label products in 2008 and the Environmental Index
in 2011, the Environmental Impact label was introduced in
2016, supported by a public database, a national standards
manual and lifecycle assessments of the labelled product’s
carbon emissions and water pollution. In July 2017,
Casino provided its processed food suppliers with a free
collaborative application, known as Mieux Produire, that
they can use to collect data and calculate the environmental
impact of their products.
In 2020, the Group participated in the national trials
undertaken as part of France’s new Anti-waste and Circular
Economy Act (AGEC) by sharing data from its “Responsible
Together” app concerning issues in its various supply
chains. In 2021, the Naturalia, Franprix and Monoprix
banners pledged to use the Planet-Score calculated
by the Technical Institute of Organic Agriculture (ITAB),
which improves product lifecycle assessments with criteria
addressing climate, pesticides and biodiversity issues.
Nearly 200 private-label products are being assessed, with
the scores to be displayed on the Franprix and Monoprix
websites.
In 2022, Cdiscount deployed initiatives to guide its
customers towards more sustainable options (energy-
efficient products, with a high repairability index, certified
as eco-responsible by a third-party organisation, etc.). For
example, Cdiscount has put up carousel posts about being
a more responsible consumer and introduced a “more
responsible” label to feature on products, create a clearer
offer and increase the share of sales generated by these
products. This segment generated sales representing more
than 13% of Cdiscount’s gross merchandise volume in 2022.
In addition, the Group regularly runs campaigns to raise
customer and employee awareness of climate issues.
For example, the CAP (Casino Agissons pour la Planète)
sustainability campaign deployed for Casino banners,
employees and customers since 2020 has reaffirmed the
Group’s CSR commitments and prompted a number of
results-oriented initiatives.
In France, employees may attend e-learning courses on the
environmental impact of their shopping.
(iv) Mobilising suppliers
Casino Group is committed to reducing indirect emissions
particularly from purchased goods and services by 10%
from 2018 to 2025, an objective validated by the SBTi
and aligned with the Paris Agreement.
To reach this goal, it set up the Carbon Forum, a group of
30 major suppliers committed to the climate cause.
The Carbon Forum has these main objectives:
● encourage all members to take up SBTs on reducing
their carbon emissions;
● track and support progress toward these targets, by sharing
best practices;
● run collaborative workshops on climate impact topics.
The Carbon Forum met its target to have 50% of its members
take up SBTs by 2022. A roadmap is being finalised to
define a new target for 2025, along with new initiatives to
make climate change efforts an integral part of supplier
relations. These include Group training about climate
change for its buyers.
Around ten workshops on climate metrics and commitments,
and the deployment of initiatives to reduce emissions from
energy consumption, transport, sourcing and suppliers’
farming practices were identified by members of the forum.
The Group’s various banners are also taking steps at their
level to get their partners involved. For example, Cdiscount
has rolled out an ESG analysis of its main suppliers and
marketplace vendors since 2021. This analysis provides a
way to assess its partners’ practices and their progress over
time, share best practices within the ecosystem and inspire
suppliers and marketplace vendors that want to advance
their own ESG initiatives.
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3.5.4.2.5. Adapting to climate change
3.5.4.3. Preserving and reducing the use
Casino Group’s low-carbon strategy is helping to combat
climate change, while preparing the Group for the necessary
adjustments by identifying the physical and transition risks
liable to impact its operations (see Climate change risks,
in section 3.2.2).
The main climate change risk that could potentially
impact the Group’s operations is the increase in extreme
and chronic weather events, which mainly involve risks
of flooding, landslides and drought. Were these types of
events to become more frequent, they would not only have
direct consequences for the Group’s operations (business
interruption, loss of assets), but also an indirect impact in
that they would lead to higher raw material prices, fewer
seasonal product sales and higher energy prices. For
example, the drought experienced in Brazil in recent years,
particularly in the state of São Paulo, led to a significant rise
in the price of electricity in 2020 and 2021, since most of
it is produced at hydropower plants.
These risks can be managed by (i) strategically stockpiling
basic commodities in partnership with suppliers and
(ii) improving the energy self-sufficiency of the stores
by reducing energy use and developing alternative
and renewable sources. At a time of growing scarcity,
GPA and Assaí in Brazil are responding by scaling back
their needs and turning to alternative sources. GPA is
increasing the use of non-hydroelectric renewable energy
by installing photovoltaic arrays generating electricity for
self-consumption (see section 3.5.4.3.1). In 2021, Assaí
conducted a granular water audit across the store base and
used the findings to deploy an action plan with (i) dedicated
measures and equipment to reduce consumption, detect
leaks and report telemetric data; and (ii) the preparation
of contingency plans, including, for example, the rental of
water tanker lorries as needed.
The study conducted in 2022 on the physical risks due to
changes in Group assets, based on the RCP4.5 and RCP8.5
scenarios for 2030 and 2050, identified the assets that
would be most highly impacted. Although these impacts
were considered low at the Group level, a formal adaptation
plan will be drawn up in 2023.
In the event of extreme weather events, the business units
all have their own business continuity plans.
Major risks are covered by dedicated contingency plans – see
section 4.3 “Main risk factors”.
of natural resources
3.5.4.3.1. Reducing energy consumption
and encouraging the use
of renewable energies
■ Commitment
Casino Group is committed to reducing its consumption
and ensuing pollution in line with the SBT target of reducing
its Scope 2 greenhouse gas emissions by 18% in 2025
compared with 2015 and by 38% in 2030.
Reductions are sought in three ways:
(i) through the implementation of energy efficiency
management systems, shifts in usages, and training in
eco-friendly practices;
(ii) by increasing the proportion of renewable energy in
overall energy consumption;
(iii) by increasing the production and consumption of energy
from renewable sources.
■ Action plans
The Group is rolling out measures to reduce energy
consumption across all its sites, taking action in three areas:
(i) Reducing energy use through a continuous improvement
process based on tracking consumption, performing
on-site energy audits, and upgrading the least energy-
efficient installations. Because electricity is primarily
used by commercial refrigeration and air conditioning
systems, followed by lighting, initiatives undertaken to
reduce consumption include:
- fitting doors on refrigerators containing chilled products,
- installing low-energy lighting and air conditioning systems,
- raising store employee awareness of power-saving
practices, with the “Eco-Gestures” guide and an e-learning
course.
The Group is deploying energy performance contracts
in its stores, which guarantee at least a 20% reduction
in their baseline consumption. Energy performance
contracts are currently in force at 1,300 Casino Group
sites in France and abroad.
In France, in 2022, energy management processes at
100% of Casino hypermarkets and supermarkets, and
more than 60% of Monoprix stores and in the Group’s
office facilities are certified to the ISO 50001 energy
management standards. In all, more than 520 sites are
certified.
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In South America, Grupo Éxito is continuing to upgrade
warehouse and in-store installations. Campaigns to build
awareness and train employees in energy saving practices
have been deployed in every Group unit, with in-store
displays, meetings with store and technical managers, an
e-learning module and the “Eco Gestures” guide.
Energy efficiency plan
In 2022, Casino Group and its banners – Casino, Monoprix,
Franprix, Naturalia and Cdiscount – signed the EcoWatt
Commitment Charter, a scheme to raise awareness about
the importance of “consuming at the right time” and,
more generally, of managing energy demand. By signing
this charter, the Group has pledged to:
- appoint EcoWatt managers who are responsible for taking
action, in line with the specific context of the banner
and stores, during peak load periods (e.g., reducing the
use of certain equipment between 8 am and 1 pm and
between 6 pm and 8 pm, or programming equipment
in standby mode, computer monitors and photocopiers
to switch off at the end of the day, etc.);
- encourage employees to join the programme and
communicate peak alerts to customers.
Due to strains in France on the energy supply needed for
the proper functioning of regular activities, the French
government defined an energy efficiency plan designed
mainly for companies to follow. The plan aims to reduce
energy use by 10% by 2024.
Casino Group and its subsidiaries in France have defined
the following energy efficiency plans:
- Cdiscount is strengthening its commitments and aims to
reduce its consumption by 21% by 2023 (compared to
2019 levels). The new initiatives deployed cover the entire
value chain and all company stakeholders: reducing energy
consumption at its offices and raising the awareness of
employees and customers about everyday eco-practices.
In addition to closing certain buildings, lowering room
temperatures, optimising lighting and adjusting logistics
processes to reduce energy use, the plan also covers
mitigating the energy impact of the cdiscount.com
website, reducing the site’s impact on the telecom
network by 50% (using compression algorithms, bot
detection, site optimisation in terms of tags, cookies,
images, etc.) and cutting down the electricity consumption
of data centres (10% reduction between 2019 and
2021 despite the increase in user traffic).
- Franprix is providing more training to teach store
employees about eco-practices, such as lowering the
temperature in stores with a heating and ventilation
system, reducing lighting (turning off illuminated signs
when the store closes, indoor lighting) and night-time
air ventilation. An “Energy Challenge” will reward stores
with the most energy reduced between December 2022
and February 2023.
- Casino banners have also signed the Energy Crisis Protocol
and have lowered the temperature in their stores by at
least 1°C and reduced lighting by 50% when there are
no customers and while stocking shelves. Actions have
been stepped up with measures focusing on indoor and
outdoor lighting, management of refrigerated display
cases and the launch of an awareness campaign aimed
at employees of headquarters, stores and warehouses,
about eco-practices in periods of energy crisis.
- Monoprix has strengthened its energy conservation
initiatives with the installation of LED lighting, the
closure of refrigerated display cases, remote control
of electrical equipment, signing energy performance
contracts pledging to reduce lighting in stores by 30%,
switching off illuminated signs at night, lowering heating
temperatures, etc. Eco-practices have also been sent to
employees at headquarters and in stores.
(ii) Increasing the share of renewable energy in overall
consumption, by sourcing from suppliers or markets
offering guarantee of origin certificates.
In Latin America, GPA already gets more than 90% of its
electricity from a mix of hydroelectric, biomass, wind, solar
and other renewable sources, with the goal of reaching
100% by 2024. Moreover, GPA renewed its purchase of
International Renewable Energy Certificates (i-REC) to
cover the electricity used in all its Compre Bem stores.
This same contract is supplying 95% of Assaí’s power.
The Group has also brought in its first long-term energy
provision contracts, in the form of Corporate Power
Purchase Agreements (CPPAs). At the beginning of 2022,
Éxito started using electricity produced by the Petalos de
Córdoba solar power plant at 27 warehouses to power
its air conditioning systems, through the first CPPA with
GreenYellow.
In 2019, Libertad signed a similar PPA generating
116,500 to 142,500 MWh over the 2019-2024 period
in Argentina.
(iii) Generating and self-consuming energy from renewable
sources.
The Group is actively engaged in deploying renewable
energies, with, for example, the installation of solar power
units on store roofs and car park canopies. More than
640,000 sq.m of solar panels have been installed on
Group assets. In 2022, 159 photovoltaic installations
were in operation. Solar self-consumption is also being
developed, with nearly 30 self-supply sites in 2022. On
average, solar energy production covers almost 20% of
store needs.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
In Brazil, Assaí had seven self-consumption solar power
plants in 2022 that generated energy for part of its
operations through rooftop panels installed on car parks.
In Rio de Janeiro City, the Ayrton Senna store’s solar array
comprises more than 3,000 rooftop panels, covering
approximately 6,000 sq.m. To date, it has generated more
than 13,000 MWh of power. In 2022, Éxito continued
to install solar panels on store roofs to generate part of
the energy used in the common areas.
■ Performance
The Group’s performance in executing its energy efficiency
strategy is managed by measuring the amount of electricity
used per square metre of retail space, and the proportion
of renewable energy produced and consumed.
In 2022, average electricity used per square metre of
retail space was down by more than 11% compared with
2015, with consumption stabilising between 2021 and
2022 (0.2% reduction). The share of energy from certified
renewable sources rose to 38% in 2022, from 20% in 2019.
Facilities operating in 2022 enabled the Group to generate
almost 80 GWh of green electricity, avoiding the release of
more than 5,500 tonnes of CO2 equivalent.
improved water efficiency at more than 110 Extra
hypermarkets, with equipment upgrades, as well as
employee training and customer awareness campaigns. This
programme saved 321,000 cu.m of water in 2022. Initiated
in 2021 at the company’s headquarters, the pilot project to
use rainwater to clean mats, the car park and loading bay
was extended to stores (for toilets, watering gardens and
cleaning car parks and loading bays). In new stores, GPA
uses materials such as granite, which are easier to clean and
avoid high water consumption in case of intensive washing.
Assaí has also carried out eco-efficiency programmes in
54 stores, with air economisers, water flow regulators
on taps, leak detection and repair, and by adjusting the
WC coupling and fill valve.
■ Performance
The ratio of water consumption per square metre of retail
space was 1,246 litres, 8% lower than in 2021.
See Group performance indicators in section 3.6.
3.5.4.4
Promoting a circular economy
See Group performance indicators in section 3.6.
3.5.4.4.1. Reducing, sorting and reusing
generated waste
3.5.4.3.2. Managing water consumption
■ Commitment
■ Commitment and action plans
The Group operates in regions that run a relatively low risk of
water scarcity, according to latest data published in 2019 by
the World Resource Institute. Nevertheless, certain periods
of drought caused by climate change in Latin America
could occasionally disrupt the supply of drinking water
or the generation of electricity from hydropower stations.
Steps taken to reduce direct water use include (i) phasing
out open-loop, water-cooled refrigeration systems and
replacing them with closed-loop systems; (ii) installing
rainwater recovery systems to meet grounds watering or
potable water needs in stores or warehouses; (iii) installing
pressure-reducing valves on taps to restrict flow; and
(iv) regularly monitoring consumption to detect pipe leaks.
Wastewater is appropriately treated in compliance with local
legislation before being released into the public networks.
In response to conditions in Brazil, where water shortages
are becoming more serious, GPA is continuing its telemetry
system to track water use in real time and detect leaks. Its
agreement, signed with a service provider in August 2020,
Casino Group is committed to reducing, sorting, recovering
and reusing operational waste from its stores and
warehouses, with the ultimate goal of eliminating landfilling
by recovering and reusing everything.
■ Action plans
(i) Managing operational waste
Store waste primarily includes packaging cardboard, plastic,
paper and wooden pallets used to transport and handle
merchandise, damaged goods and unsold compostable
produce.
The Group installs and uses waste sorting systems to reduce
the amount of unsorted, landfilled waste and supports
the development of local recycling businesses. It is also
deploying waste recovery and reuse solutions.
In 2022, all Casino hypermarkets sorted and recovered
their bio-waste (composting or methanisation) and 93% of
the waste from all Casino hypermarkets and supermarkets
was recovered, of which 40% was reused as materials and
53% burned as fuel.
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In South America, Group banners also took action to
recover recyclables and organic waste from its stores. GPA is
deploying its REUSE initiative, which includes a solid waste
management plan comprising procedures and reporting
systems for waste sorting, storage, transport and disposal
and provides for in-store employee training. Launched in
2021, this programme covered all stores in 2022 and
will be ramped up in 2023 with training and progress
monitoring. This REUSE programme is planned for rollout
at warehouses and service stations.
Assaí is also rolling out an in-store waste reduction and
management programme that includes recycling and
recovery systems. In particular, organic waste composting
facilities were installed in 45 additional stores (i.e., a total
of 70 by the end of 2022), resulting in a 46% increase in
composted tonnages (1,400 tonnes in 2022). Through
this programme, Assaí has developed the treatment of its
organic waste by composting for agricultural use and aims
to cover more than 190 stores by 2025, i.e., approximately
12,000 tonnes per year.
In Colombia, Éxito is running an ambitious waste
management policy with environmental officers in charge
of training customers and employees. As a result, Éxito has
recovered and reused more than 32,000 tonnes of store
waste. Managed by the Éxito Foundation, the resale of
recyclable materials provides around 30% of its funding.
(ii) Reducing the use of plastic bags
To encourage more responsible shopping and reduce
household waste, since 2003 Casino Group has reduced the
number of disposable bags available in its stores, offering
instead a line of reusable bags.
● Since 2016, the banners in France no longer provide
disposable plastic bags, in compliance with local legislation.
● In South America, subsidiaries are deploying an increasing
variety of actions to encourage a preference for reusable
bags (in store displays, loyalty programme incentives, etc.)
and reduce the use of disposable plastic bags. In Colombia,
Grupo Éxito is encouraging the use of reusable plastic
bags, in particular through in-store campaigns such as
“two days without plastic”. Thanks to these efforts, Éxito
has reduced the use of plastic bags by more than 75%
since 2015.
(iii) Collecting customers’ used products
Banners in France and other host countries have installed
in-store recycling bins and are encouraging customers to
use them. In Latin America, for example, Éxito is rolling out
the “SOY RE” programme, which provides customers with
collection points for plastic, glass, cardboard, cans, cartons
and other recyclables and rewards participants with loyalty
points. In all, 760 tonnes of waste products were collected
for recycling in 2022.
In Brazil, in addition to in-store battery and light bulb
collection points, GPA and Assaí provide customers with
recycling stations to collect paper, glass, metal and plastic.
Since 2001, stations have been installed in 94 Pão de
Açúcar outlets, in partnership with Unilever, and in 38 Assaí
stores, which are supporting the system by converting the
donated end-of-life equipment into vouchers that can be
used to pay the customer’s electricity bill.
(iv) Developing second-hand sales
To encourage a circular economy, Casino Group has
developed new second-hand services and concepts.
In France, for example, Cdiscount has launched a number
of initiatives to spur sales of previously owned products by
offering a wide range of reconditioned or second-hand
products sold by professionals (telephones, IT equipment,
bedding, books, etc.) or by Cdiscount Reconditionné (a unit
created in warehouses to give a second life to customer
returns). In 2022, nearly one in three phones and one in
ten computers sold on Cdiscount.com were reconditioned.
The website also offers its customers a range of product
second-life solutions: DIY repair advice (fault-finding,
spare part sales, tutorials, video conferences with experts),
the Cdiscount Reprise platform for the buyback and
reconditioning of smartphones, consoles and tablets by
professionals operating in France, and product donations.
In 2022, Franprix developed an initiative to promote reuse,
through clothing collection and donations in partnership
with Emmaus Défi. Monoprix continues to work towards
its goal of developing a more sustainable offering and in
March 2022 rolled out S’engager pour Durer, a space
dedicated entirely to second-hand goods. The banner
collaborates with recognised partners to create a selection
of fashion and home items in 58 stores. In 2022, Casino
banners deployed multimedia corners with reconditioned
devices and partnered with a second-hand textile start-up
to introduce a second-hand clothing offer. A new store
concept, “O’Caz”, was also launched in 2022, featuring
used and second-hand sections.
■ Performance
In 2022, the Group sorted more than 208,900 tonnes of
waste, including cardboard, paper, plastic, organic waste,
glass, wood and scrap metal. By constantly seeking to
reuse and upcycle all its waste (in particular to generate
biomethane), Casino Group achieved a waste recovery rate
of 77% in France.
Customers returned more than 7,300 tonnes of waste to
store collection boxes. Of the total, 23% was paper and
cardboard and 11% was waste electrical and electronic
equipment (WEEE), which was transferred to accredited
service providers for recycling.
See Group performance indicators in section 3.6.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.5.4.4.2. Reducing the impact of packaging
As such, Casino Group asks its private-label suppliers to:
and plastic
■ Commitment
● reduce the use of plastic;
● improve packaging recyclability;
The Group is deploying an ambitious packaging policy
to reduce the impact of packaging, especially plastic
packaging. It is based on five commitments:
● support the implementation of a system based more
on circular economy principles, thus acting ahead of
legislative changes.
● eliminate any packaging that is not indispensable to use
(ii) Implementing the “5 R’s” method
Casino Group applies the 5 R’s method. Under this method,
any new products being developed, or existing private-label
products being redesigned, are analysed to determine
whether the plastic component can be removed, even if it is
legal, or otherwise, reduced or made reusable, recyclable or
compostable. The aim is to subject every piece of packaging
containing plastic to this detailed analysis and conduct due
diligence to reduce plastic use. The 5 R’s methodology is
used to identify ways to further optimise packaging that
can be developed with private-label suppliers.
(iii) Removing unnecessary plastics
As specifications are progressively updated and products
are analysed using the 5 R’s method, solutions are identified
with suppliers to eliminate unnecessary plastic.
As a result, Casino Group suppliers eliminated plastic
packaging on more than 212 items, representing more
than 5 million SKUs, in 2022. For example, the plastic
film used to wrap frozen puff pastries was replaced with
cardboard suitable for direct contact with food (reduction
of 2.8 g/SKU); the resealable lid was removed on fresh deli
salad portions of up to 300 g (reduction of 4.9 g/SKU), and
the tray inside the cardboard box was removed for filled
soft biscuits (reduction of 4.62 g).
These efforts have also led to the removal of all of the plastic
overwrap packaging on the Sincère private-label bed and
bathroom linens and the plastic wrap on eggs, except for
cartons of 20 to 30 eggs, for which other solutions are
being studied. Casino Group has also eliminated plastic
wrap on fruit and vegetables in line with French legislation.
(iv) Eliminating packaging and replacing plastic
The Group engages in two types of actions:
● if no recycling process exists for the packaging, the Group
asks its suppliers to replace it with recyclable packaging.
This applied to over 150 items representing more than
3.5 million SKUs;
or preserve products;
● reduce packaging weight and size;
● use recycled materials;
● prioritise recyclable packaging;
● encourage new shopping habits (bulk, re-use).
Aware of the impact of plastic on ecosystems and the
environment, Casino Group has been engaged in an
action plan for several years to mitigate and prevent risks,
with the goal of reducing the use of plastic packaging by
suppliers, while ensuring the safety of food products and
limiting food waste.
Under this policy, Casino Group signed France’s National
Pact on Plastic Packaging in February 2019, supported
by the French Ministry for Ecological and Social Transition,
and makes the following commitments for its own-brand
products:
● eco-designing packaging, with the aim of making it 100%
recyclable or reusable by 2025;
● discontinuing the use of PVC in household packaging and
taking steps to phase out other harmful or unnecessary
plastic packaging by 2025, starting with EPS (expanded
polystyrene);
● ensuring that packaging contains on average 30% recycled
plastic by 2025;
● developing business models based on repurposing, reuse
and bulk sales by 2025.
The Pact brings together retailers, major national brand
suppliers and private-label suppliers to accelerate
the reduction of plastic packaging. It has also laid the
groundwork for the implementation of a stricter and more
ambitious legal framework to reduce the use of plastic, such
as France’s Anti-waste and Circular Economy Act (AGEC )
of 10 February 2020 and Climate and Resilience Law of
22 August 2021(1), which introduces new, more specific
targets.
■ Action plans
(i) Supporting private-label suppliers
As a retailer, Casino Group does not manufacture any
products. It relies on its suppliers, almost exclusively small-
and medium-sized companies, to reduce the use of plastic.
The Group supports its suppliers in meeting these goals
with training and the deployment of projects promoting
the circular economy.
(1) https://www.ecologie.gouv.fr/mise-en-oeuvre-des-lois-anti-gaspillage-economie-circulaire-et-climat-et-resilience-plusieurs-
textes#:~:text=Les%20lois%20 %C2 %AB%20Anti%2Dgaspillage%20pour,mod%C3 %A8le%20de%20soci%C3 %A9t%C3 %A9 %20
plus%20durable.
308
● if the plastic packaging can be replaced with plastic-
free packaging, Casino Group works with its suppliers to
remove the plastic for product categories designated in
France’s National Pact on Plastic Packaging: eggs, rice,
pasta, lentils, semolina, frozen fruit and vegetables, frozen
potatoes, light bulbs, batteries, detergent pods, etc. For
example, all of Monoprix’s non-refrigerated organic juices
are packaged in cartons or glass bottles.
(v) Reducing the weight of packaging components,
especially plastic
The 5 R’s method has identified a number of products for
which the amount of plastic used in packaging could be
reduced. Suppliers have optimised more than 280 items,
representing more than 4 million SKUs. Examples include:
the thickness of plastic lids was reduced in a range of salty
baked goods (1 g/SKU); the weight of water and fruit juice
bottles was reduced (1 g to 5.7 g/SKU depending on the
size), and the weight of the ready meal trays was reduced
(1.23 g/SKU).
(vi) Improving recycling conditions
Identified using the 5 R’s method, some types of packaging
were found to disrupt the sorting process. In this case,
suppliers are asked to remove these packaging components
as long as a solution exists that does not present a health or
food safety risk. Suppliers removed sorting disruptors from
618 items, representing more than 5.2 million SKUs, and
switched over 32 items to mono-material packaging, i.e.,
over 1.5 million SKUs.
(vii) Incorporating recycled plastic
To reduce the use of virgin plastic and the impact of plastics,
suppliers undertake to use recycled plastic. As a result,
recycled plastic was incorporated into more than 665 items,
representing over 3.9 million SKUs. For example, the bottles
used to package Monoprix’s private-label products, with
the exception of six items, contain at least 30% recycled
PET (rPET).
(viii) Removing EPS and PVC
Casino Group has taken several measures to reduce the use
of expanded polystyrene (EPS) trays in the range of traditional
foods, reducing the number of trays in Casino banners by
2.5 times, in line with the target. Since 1 September 2022,
all trays are made of recyclable PET containing at least 30%
recycled PET. In addition, the PVC film has been removed
from trays used in the range of traditional foods and replaced
with recyclable PE for Casino banners. Monoprix continues
to remove the EPS used on traditional fresh produce, with
a 29% reduction between 2021 and 2022.
(ix) increasing bulk sales and the use
of reusable containers
Casino Group and its banners are testing and developing
new scoop-and-weigh concepts to reduce the use of
packaging. Almost 80% of Casino hypermarkets and
supermarkets offer a wide range of bulk products. Monoprix
and Franprix have set up new scoop-and-weigh concepts to
make these shopping formats accessible to as many people
as possible: dried fruit and vegetables, grains, coffee, pasta,
cleaning and hygiene products, etc., including a range of
certified organic products.
The Group has also been involved in a pilot project to test
bulk sales for Franprix brand products and national brands
such as Kellogg’s, Panzani and Carte Noire. Casino Group
supports the “Focus on bulk” initiative introduced with the
National Pact on Plastic Packaging and Périfem. To develop
bulk services, retailers must come up with simple sales
models that effectively reduce the use of packaging, while
guaranteeing food safety (traceability, non-contamination),
and can easily be used by customers. Research and trials
demonstrate the need to standardise sizing, modules,
containers and product information and traceability systems
with all solution providers.
As part of its goal to reduce plastic, in 2022, Monoprix
partnered with Bocoloco and La Consigne GreenGo to
reduce waste by removing plastic from the shopping
experience, through the use of returnable jars. The offering
covers 35 everyday items such as confectionery, biscuits,
grains, coffee, seeds, pasta, rice, etc., including national
brands. In partnership with the Institut de Liaisons des
Entreprises de Consommation (ILEC), Monoprix has also
tested a new bulk offering with major brands to help reduce
waste and attract new customers who are less accustomed
to this shopping format. For example, Monoprix tested
the bulk sale of beer with the Galia brand in five stores,
detergent, nine Nullodor brand kibble and litter products,
and Laboratoire SVR cleansing gel and oil available for
sale in bulk since September 2022 in ten selected stores.
In France, the Monoprix and Franprix banners are testing a
number of solutions with a view to reintroducing reusable
packaging practices in France. As an example, Franprix
provides reusable glass bottles for orange juice machines
in several stores. Monoprix is testing deposit systems for
glass bottles for mineral water, sodas and beers.
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(x) Reducing and eliminating purchased industrial
and commercial plastic packaging
Casino Group has set up recycling systems for industrial and
commercial plastic packaging at Casino supermarkets and
hypermarkets and, where possible, at Monoprix stores. In
France, more than 3,000 tonnes of plastic were collected
in 2022. The Group’s action plan will continue to develop
in line with the industry roadmap defined under France’s
National 3R Strategy (Reduction, Reuse, Recycling) for
packaging, to which many companies, including Casino,
and organisations have contributed under the aegis of the
French Ministry of Ecological Transition.
(xi) Implementing specific product eco-design
and packaging reduction programmes
The Group supports product eco-design by reducing
packaging and using certified and recycled materials.
Casino Group is a member of the Pôle Éco-conception
association in Saint-Étienne, which helps to raise awareness
on eco-design techniques among SMEs and facilitating
implementation of their projects. Through the intermediary
of this skills centre, teams in charge of packaging are advised
on eco-challenges linked to plastic and helped in the task
of running eco-design initiatives for own-brand products.
The Casino banner is developing the eco-responsible and
actively engaged brand Sincère, dedicated to textiles
and home deco made from more ethical materials such
as certified organic cotton, recycled polyester, recycled
synthetic fibres, recycled glass, recycled stainless steel
and sugar cane pulp. These materials are guaranteed by
established and recognised labels such as PEFC, GOTS
and OEKO-TEX.
In 2022, Cdiscount conducted a lifecycle assessment
of its private-label household appliances, high-tech and
DIY product ranges, as the starting point for developing
an eco-design process. This approach complements
the initiatives taken by Cdiscount Maison to develop
eco-designed products with French partners. The banner is
deploying assertive policies to attenuate the environmental
impact of packaging. Since 2021, for example, it has offered
customers packaging designed by the Hipli start-up that
can be reused up to 100 times. It has also implemented
a programme to eliminate product over-packaging by
shipping products without an overbox if a logistics audit
finds that they do not run any risk of breakage or fraud.
When packaging is essential, Cdiscount reduces cardboard
consumption by using 3D printers to size shipping boxes
as closely as possible to the product, thereby cutting out
empty space and using fewer consumables. Cdiscount also
emphasises sustainable materials, with more than 90%
of its shipping boxes made from FSC or PEFC-certified
recycled cardboard. In addition, vegetable-based inks are
now used instead of hydrocarbon-based inks and plastic
bubble wrap has long been replaced by kraft paper as filler.
Lastly, orders of products sold by Cdiscount and by sellers
using its fulfilment service are shipped together whenever
possible to reduce the number of parcels shipped. This
holistic approach to packaging has been honoured with a
large number of awards (Essec Prize, LSA La Conso S’engage,
La Good Economie, etc.).
(xii) Preventing the risks of using recycled materials
The recycled materials used to make new packaging can
sometimes contain undesirable substances. To attenuate
this risk, the Group has undertaken in France to conduct
regular analyses to determine the mineral oil and phthalate
content of its food products and ensure that there has been
no migration from the packaging. This requirement is also
systematically specified to suppliers in every call for tenders.
■ Performance
Casino Group assists its private-label suppliers in collecting
the data required to calculate their plastic footprint. Given
the complexity of the subject, Casino Group helped to
develop a tracking and reporting system for the tonnages
of materials used, the average percentage of recycled
content and the percentage of recyclable materials in a
product portfolio. When specifications are updated, the
supplier provides the data which must be approved by
quality managers to ensure compliance. This system is
now being gradually deployed to continue improving
the accuracy of the impact of plastics from the Group’s
private-label products.
Casino Group estimates its impact of plastics from private
labels at around 35,000 tonnes for 2021 based on
extrapolated data.
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Private-label indicators(*) (estimate)
At 31 Dec. 2022
Number of suppliers affected by plastic commitments
Number of private-label items whose plastic use has been optimised since 2019
Number of items from which all plastic has been eliminated
(removed or replaced with cardboard)
Number of private-label items from which unnecessary plastic packaging
has been removed since 2019
Number of items for which plastic use has been reduced since 2019
(reduced thickness or change in resins to create less dense materials)
Number of items that have removed sorting disruptors since 2019
Number of items that no longer use non-recyclable packaging since 2019
Number of items that have incorporated recycled plastic since 2019
821
1,587
187
212
281
618
158
665
More than 80%
% of bottles containing rPET
(*) Achats Marchandises Casino (AMC) scope.
The indicators and real-world achievements of the Pact’s
member companies may be found at https://pacte-national-
emballages-plastiques.fr/.
In Latin America, the Group’s banners implement policies
and actions adapted to the context in the countries where
they are located.
● In Colombia, Éxito is participating in the Consumer
Goods Forum’s Coalition of Action on Plastic Waste and
undertaking a wide range of initiatives to reduce packaging,
incorporate recycled materials and enhance packaging
recyclability. Éxito examined more than 1,200 products
to optimise their packaging. For more information, go
to: https://www.grupoexito.com.co/es/Politica-Envases-
Empaques-2022-ES.pdf.
● In Brazil, GPA mapped all its private-label products in
2021 and works with its suppliers to develop private-
label packaging that is recyclable, compostable or
reusable. In 2022, the banner took several measures,
such as replacing polystyrene packaging for fruit and
vegetables with trays made of biodegradable material;
implementing programmes to promote bulk products in
its stores, including one dedicated to developing the range
of organically farmed products. GPA also facilitates the
collection of plastic for its customers by providing plastic
recycling stations with the support of local cooperatives.
3.5.4.5. Combating food waste
■ Commitment
In view of the financial, environmental and social issues
arising from food waste, in recent years the Group has been
reducing sources of waste by offering innovative solutions
to customers and employees, deploying systems to reduce
spoilage and unsold food, and donating food.
The Group supports the international Stop Food Waste Day
with initiatives to raise awareness among customers and
employees, and:
● signed the National Pact Against Food Waste in 2013,
set up by the French Ministry of Agriculture and Food;
● the National Pact on Sell-by Dates, supported by the French
Ecological Transition, Agriculture and Food ministries. This
includes ten concrete and measurable commitments on
the management and understanding of sell-by dates.
In 2021, Éxito became a member of the Consumer Goods
Forum’s coalition against food waste. In 2022, Éxito and
WWF set up a pilot project to optimise the management
of food waste in stores.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
■ Action plans
Actionable levers in the fight against food waste include:
● continuously improving store operating procedures by
optimising orders, better management of in-store sell-by
dates, limiting spoilage through employee training and
awareness, and improving the promotional stockpiling of
damaged or expiring products. The Group has upgraded
its damaged produce systems in order to be able to sell
short-dated products at a discount. It has also formed
partnerships with businesses like Too Good to Go and
Phénix in France, which offer specially priced surprise
bags of unsold, yet still edible food that their stores have
to throw out at the end of the day;
● donating products to associations such as the French
Federation of Food Banks (FFBA), with which the Group
has partnered since 2009. It has also formed partnerships
with several other social economy stakeholders. In Brazil,
more than 500 stores have joined the Partnership Against
Food Waste programme that donates damaged fruit and
vegetables to NGOs or food banks;
● raising awareness of employees and customers. In France,
retailers account for only 14% of food waste, with the
rest attributable to upstream producers or downstream
consumer behaviour, which is why the banners are
conducting a range of smart shopping awareness campaigns
to educate their customers. Employee awareness is
developed by means of an “eco-practices” guide, to reduce
spoilage and optimise waste management. And employees
also have access to an online training programme on how to
avoid food waste. Éxito is pursuing its waste management
plan, which covers food waste, and is building employee
awareness of proper food management practices. In 2019,
GPA introduced a dedicated programme to analyse and
reduce the amount of damaged foodstuffs, supported
by a variety of employee initiatives;
● joint work with suppliers to:
- extend product sell-by dates, without increasing health
risks,
- remove best-by dates on certain categories of products,
- share their experience in fighting against food waste,
by redistributing misshapen or non-standard products
in local channels, for example, or processing waste food
into new products (turning avocados into guacamole,
apples into apple juice, etc.);
● the development of new concepts such as:
- bulk sales: Group banners offer a wide range of bulk
concepts,
- the re-processing of damaged fresh produce: Monoprix
is continuing its partnership with Re-Belle jams made
from over-ripe or damaged fruit collected from its stores,
with 100 tonnes of fruit reused since 2016,
- the sorting of inedible meat, fish and other organic
food scraps for reuse in animal feed, biogas generation
or composting,
- proactive support to comply with legislation on food
waste, such as the extension of the sell-by date for eggs
(from 21 to 28 days) or the inclusion of information on
the packaging of products with best-by dates about
eating or drinking said products after the date indicated.
In South America, banners implement action plans to
combat food waste. For example, Assaí cooperates with the
company Connecting Food to encourage food donations
to non-profit organisations.
Banners also take action to combat non-food waste. For
several years, Cdiscount has been collaborating with its
vast network of partner non-profit and social economy
organisations to give a second life to unsold, broken or
returned items. In 2022, Franprix organised a toy drive with
Emmaüs Défi for its employees. Some Franprix stores have
also installed Amistock donation boxes to collect games
and clothes with 3,225 kg collected in six months. All
Monoprix stores donate their non-food items at the end
of each sales period. In 2022, €3.5 million worth of items
were donated, mainly to the Red Cross in the Île-de-France
region and to Emmaüs or Secours Populaire outside the
Greater Paris region.
In 2022, GPA organised a used book and clothing drive for
non-profit organisations.
3.5.4.6. Preserving biodiversity
Aware that biodiversity is a prerequisite to balanced diets
around the world, Casino Group partnered with the Fayol
Institute École des Mines graduate school in Saint-Étienne
on a survey to assess the direct and indirect pressures its
operations might exert on biodiversity (through climate
change, pollution and land use). This survey concluded
that such pressures are largely indirect, and related to the
product offering.
Present in countries with rich ecological diversity, such
as Brazil and Colombia, Casino Group is committed to
acting both at the level of the production chains and on
the identified impacts.
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■ Commitment
(ii) Limiting direct pressures on biodiversity
In its commitment to preserving biodiversity, Casino
Group has endorsed the initiatives described below and
is participating in a wide range of stakeholder coalitions,
such as:
● the Forest Positive Coalition, by supporting the Consumer
Goods Forum’s working group on cattle farming;
● the Brazilian Coalition on Climate, Forests and Agriculture;
● the Indirect Suppliers Working Group (GTFI), a platform
for examining the challenges posed by the indirect cattle
farming chain; the Brazilian Roundtable on Sustainable
Livestock (GTPS), which brings together supply chain
stakeholders to improve sustainable cattle farming;
● the Sustainable Soy Manifesto;
● the French Sustainable Cocoa Initiative (IFCD);
● the Palm Oil Transparency Coalition (POTC), the Soy
Transparency Coalition (STC) and the Retailer Cocoa
Collaboration (RCC);
● the Cerrado Manifesto Statement of Support, to combat
the deforestation in the Cerrado in Brazil;
● France’s National Pact on Plastic Packaging.
The Group, which joined the Roundtable on Sustainable
Palm Oil in 2011, is a member of the Earthworm Foundation
and takes part in a number of Earthworm working groups,
including those on shrimp, tuna and soy.
■ Action plans
The Group has defined five priority actions:
● combat climate change;
● limit direct pressures on biodiversity;
● market a product offering that helps to preserve the
environment and biodiversity;
● preserve fishery resources and protect endangered species;
● combat deforestation caused by production of commodities.
(i) Combating climate change
According to IPBES (Intergovernmental Science-Policy
Platform on Biodiversity and Ecosystem Services) climate
change is the third cause of biodiversity erosion. In line
with the Science Based Targets scenario, Casino Group has
pledged to reduce its Scope 1 and Scope 2 greenhouse
gas emissions by 18% from 2015 to 2025 and by 38%
in 2030 and its Scope 3 emissions by 10% from 2018 to
2025 (see section 3.5.4.2).
Casino Group is taking assertive steps to limit its direct
impacts, which arise chiefly from its real-estate operations:
● During site construction, it runs programmes to ensure
building operations and services are environmentally
respectful. These programmes include the specification of
sustainability criteria in the process for building new stores
and operating sites, on factors such as energy efficiency,
responsible water management, and the responsible
application and use of materials. A number of Casino
Group sites have obtained certification on the basis of
these environmental criteria. In 2022, nine sites obtained
BREEAM certification and eleven sites obtained LEED
(Leadership in Energy & Environmental) certification by
the Green Building Council, in recognition of superior
sustainability performance in site design, construction
and operation.
● The Group’s assets have also earned certification based
on their low impact on climate change. In 2021, for
example, Monoprix Group inaugurated France’s first
BREEAM Outstanding certified logistics hub, in Moissy-
Cramayel. In Latin America, more than 20 Grupo Éxito
sites have obtained the “Carbono Neutro Certificado”
issued by the independent Instituto Colombiano de
Normas Técnicas y Certificación (ICONTEC). These stores
set a sustainability benchmark in Latin America, for their
reductions in greenhouse gas emissions, with the installation
of hundreds of solar panels and a natural refrigeration
system replacing traditional systems, and offsetting for
the remaining emissions.
● During site upkeep: Casino Group applies ecologically
virtuous practices that are respectful of biodiversity
during operations on the upkeep of buildings and
grounds. Since 2014, more than 20 Casino Group sites
have obtained BREEAM In-Use certification, under an
assessment procedure developed by BRE (Building Research
Establishment) to analyse the environmental performance
of buildings in operation. Depending on the type of site,
this certification procedure includes an assessment on
Land Use and Ecology, examining the existing biodiversity
conditions and the action plans on preserving biodiversity
(such as plants and shelters for birds and other wild life).
Gardening contracts for the upkeep of site grounds include
the following requirements on contractors:
- limit the use of crop protection products, for example by
using alternative methods such as mechanical weeding,
organic products and mulching,
- preserve sheltered biodiversity areas, with, for example,
staggered mowing schedules, flower meadows, bird
nesting boxes and insect shelters,
- prevent overpopulation of invasive species liable to
jeopardise local biodiversity.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
(iii) Market a product offering that helps to preserve
the environment and biodiversity
The main pressures on biodiversity from the Group’s
business operations are indirect, from the use of products
sold. Casino Group takes action on environment and
biodiversity protection by supporting organic farming and
ecological farming practices such as reduced pesticide use
and exposure to plastics.
In so doing, Casino Group:
● offers a wide range of organically farmed products and
is expanding its organic banner, with more than 2,500
private-label SKUs and around 19,200 national-brand
SKUs which are regularly advertised and showcased to
customers either in dedicated corner displays or in the
usual store sections. The Group is extending the coverage
of its organic product banners, with Naturalia, which has
more than 200 stores;
● expands its offering of agro-ecological products labelled
as ecologically respectful and free of pesticide residues.
In addition to organically farmed products, Casino Group
stores also offer customers products with certification
attesting to an environmental progress programme such as
NF Environnement, FSC, PEFC, European Ecolabel. Casino
Group stores offer more than 42,000 products certified as
eco-responsible to exacting specifications in various product
categories. For its furniture and other wood products,
packaging materials and paper for office or advertising use,
Casino Group turns to FSC or PEFC certification, in order to
promote responsible management of global woodlands.
For example, 50% of the boxes for the Monoprix Bio range
of fruit and vegetables have FSC certification and 100%
of the office paper used by the Group in France is FSC- or
PEFC-certified.
It offers customers a range of products guaranteed as
pesticide-free, which reduce the Treatment Frequency Index
and the use of pesticides upstream, and promote good
agricultural practices and integrated agriculture. Casino
has one of the largest “zero pesticide residue” offerings
on the market.
Casino Group continues to support fruit, vegetables and
wines with HVE (High Environmental Value) certification.
High Environmental Value guarantees that all of the
producer’s agricultural practices preserve the natural
ecosystem and minimise pressure on the environment, as
regards soil, water, biodiversity, etc.
Lastly, it backs products developed with partners already
committed to agro-ecology, through the following
programmes:
● Casino AgriPlus, which aims to develop and promote
innovative agricultural initiatives that are beneficial for
the environment, for farmers and for consumers. This
comprehensive approach covers the full range of crop
farming, animal husbandry and aquaculture practices,
organised around three innovative crop and livestock
farming practices, entirely rethought to produce differently
and responsibly: (i) an agro-ecological approach based on
collaborative work in the sector, to reconcile economic
performance with environmental preservation; (ii) an
approach that ensures quality products that meet consumer
expectations in terms of taste and food safety and (iii) a
transparent approach, based on guarantees monitored by
independent bodies. Products endorsed by the programme
are identified by the easily identifiable Casino AgriPlus logo;
● the Tous Cultiv’acteurs initiative led by Monoprix, which
is engaging several hundred fruit and vegetable farmers
in addressing the elimination of neonicotinoid pesticides
that can harm pollinators. A three-year agreement is in
place with a set of specifications co-defined with the
Bee Friendly® label and agricultural experts. In 2022,
the initiative involves 47 suppliers and brought together
more than 700 farmers. The initiative is supporting farmers
in a continuous improvement process with the goal of
earning the Bee Friendly® label for their products. The
label’s highly demanding standards include a blacklist of
pesticides that have been banned to protect pollinators
and a set of good agricultural practices, in order to promote
biodiversity on farms, develop more resilient production
systems requiring fewer pesticides, and forge partnerships
with local beekeepers. In 2022, 31 suppliers had been
awarded the Bee Friendly® label;
● endeavours to eliminate unnecessary plastics and use
recyclable plastics where necessary. Casino Group banners
have made commitments on limiting the environmental
impact of their packaging, including plastic packaging (see
section 3.5.4.4.2). In France, as signatories to the National
Pact on Plastic Packaging, they commit to ensuring that
100% of packaging for own-brand products is recyclable
or reusable by 2025.
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(iv) Preserve fishery resources and protect
Private-label tinned tuna
endangered species
In this respect, Casino Group policy takes four angles:
a) protect endangered species: Casino introduced a
ban on the sale of endangered fish species in 2007.
Twelve species are covered by this ban in France today;
b) encourage sustainable fishing by banning electrofishing
and supporting sustainable certification;
c) focus on local sourcing and seasonal products;
d) support aquaculture with high-quality production
chains, meeting organic farming standards, without
antibiotics, using GMO-free fish feed and holding ASC
or other sustainability certification.
The Group has been steadily improving its seafood offering
for many years now.
In France since 2007, Casino has taken a number of steps
to protect fishery resources, such as phasing out the sale
of the most endangered deep-sea species (emperor fish,
blue ling, cutlass fish, grenadier, tusk and red sea bream),
as well as other vulnerable species including the eel, elver,
North-East Atlantic dogfish, grouper and, since 2022, all
species of shark (except dogfish). Casino limits its supply
of bluefin tuna to small-scale line-fishing of the species
so as to encourage its reproduction. Lastly, based on the
scientific consensus that depleted fish stocks must be
rebuilt, since 2019, Casino no longer sells European sea
bass (Dicentrarchus labrax) caught in the North fishing area
(North Sea, English Channel and Celtic Seas) during the
February-March spawning season and limits its supplies
from the Bay of Biscay and the Mediterranean to bass
caught by pole and line. These responsible decisions will
support the replenishment of sea bass stocks. Monoprix
was awarded the LSA La Conso s’engage CSR award for
its sustainable fishing line, which encourages diversified,
more moderate consumption, thus relieving the pressure
on more traditionally fished species.
In South America, since 2018, Éxito has sold seafood from
nationally designated traditional fishing areas known as
Zonas Exclusivas de Pesca Artesanal (ZEPA), which help
to protect endangered species and preserve the diversity
of marine life. Since 2018, GPA has been a member of the
Fish Diversity Project, to inform and educate customers on
how to diversify their choices at Pão de Açúcar fish counters.
To support this process, employees have been trained in
the nutritional content, flavour and other characteristics
of less popular fish.
The seafood production chain, particularly for private-
label tinned tuna, runs a number of risks linked to poor
conditions and procurement (overfishing). To encourage
more sustainable fishing practices, Casino Group has
therefore pledged to:
● fight against illegal fishing and ensure that fishing boats
supplying the banners are not listed as illegal, unreported
or unregulated (IUU);
● improve traceability and best practices by:
- encouraging suppliers to join the International Seafood
Sustainability Foundation (ISSF) and to use fish caught
by vessels in the ISSF’s Proactive Vessel Register (PVR),
- prohibiting the most destructive fishing techniques,
particularly longlining,
- defining responsible specifications. The Casino brand,
for example, uses whole yellowfin tuna weighing more
than 20 kg, which enables better traceability and helps
to protect juveniles;
● supporting a sustainable supply of tuna for Casino private-
label tinned tuna in France, with the following targets
set for 2022:
- 85% of the yellowfin tuna is caught in free schools,
without the use of fish aggregating devices (FADs),
- at least 40% of the skipjack tuna is caught in free schools;
● source from different fishing grounds so as to limit pressure
on stocks;
● enable consumers to purchase more responsibly by:
- improving consumer information by indicating the
species and ocean of origin on the tins,
- adjusting in-store offerings to available resources,
- no longer expanding the line of yellowfin tuna-based
products.
Casino sells tinned yellowfin tuna caught by the more
environmentally friendly pole and line method. The
Monoprix and Franprix banners offer a range of private-
label tinned yellowfin tuna certified as being caught by
French-flag vessels in free schools using purse seines
(guaranteed without FADs). Casino and Monoprix stores
also carry (Aquaculture Stewardship Council) (ASC)- and
Marine Stewardship Council (MSC)-certified products, as
a guarantee of more sustainable fishing and aquaculture.
All of the tinned yellowfin tuna sold under the Monoprix
and Franprix brands is caught FAD-free.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
To strengthen the measures to prevent risks raised by
its private-label tinned tuna, the Group joined the TUna
Protection Alliance (TUPA) working group coordinated by
the Earthworm Foundation. Comprised of retailers and
manufacturers based in France, the working group is seeking
to steer stakeholders across the production chain towards
more responsible tuna fishing and supply practices. To
do so, every other year it conducts a mapping exercise to
accurately track each stakeholder’s progress in transparency
and traceability, identify fished volumes by species, and track
and verify fishing methods and fishing areas. The resulting
data are available on the TUPA website: https://www.
earthworm.org/our-work/projects/tuna-protection-alliance.
In 2020, oversight was extended to include the monitoring
of fishing operations in partnership with OceanMind, a UK
non-profit organisation that uses satellites and artificial
intelligence to ensure that the supply chain is exempt of
illegally fished produce. The activity of vessels at sea was
analysed, particularly by studying their tracks, thanks to
automated identification system (AIS) signals. In 2021, the
FAD-free fishing guarantees were assessed.
Initiatives concerning tropical shrimp sourced
from Ecuador
Sales of farmed shrimp have increased in recent years.
To improve disclosure and sustainability across the tropical
shrimp sector, since 2020, stakeholders in the French
shrimp value chain have participated in a working group
led by the Earthworm Foundation, which is drafting a code
of conduct with guidelines to improve shrimp farming
practices regarding:
● farming conditions (density, use of antibiotics);
● environmental impacts (pollution, mangrove deforestation,
etc.);
● social and labour impacts (decent working conditions,
relationships with local communities);
● shrimp feed (composition, origin, means of transitioning
to more sustainable feed).
The main producers in the supply chain were involved in
this initiative to define an action plan to improve practices
in line with these commitments.
Initiatives to improve feed for farmed salmon
and shrimp
Farmed salmon and shrimp may be raised on feed
containing fish meal and oil derived from wild fish.
Since 2021, Casino Group has been participating with other
retailers in a joint working group, led by the Earthworm
Foundation, that is seeking to (i) acquire a more accurate
vision of alternative practices and solutions that could
be deployed to reduce the use of fish meal and oil;
(ii) understand the current practices of salmon suppliers;
and (iii) design improvement plans. The aim is to engage key
suppliers in more responsible aquaculture chains. In 2022,
the working group teamed up with salmon producers and
ingredient manufacturers to define common standards for
feed sustainability, such as reducing the use of wild fish in
feed and guaranteeing deforestation-free soy.
(v) Combat deforestation caused by production
of commodities
Aware of the risks connected with some of the raw
materials used in its private-label products, Casino Group
is committed to fighting deforestation caused by the use
of these commodities in certain supply chains, focusing on
beef, palm oil, soy, cocoa and coffee.
Cattle farming in South America
Casino Group, whose stores in France do not sell any private-
label beef products sourced from South America, is actively
fighting deforestation caused by cattle farming in Brazil
and Colombia. It is deploying a programme to inspect the
suppliers of beef sold by its GPA/Assai and Éxito banners.
The Group’s policy and inspection programme in Brazil
appear in the duty of care plan, detailed in section 3.5.3.4.
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Grupo Éxito, which in 2017 was the first retailer in Colombia
to commit to more responsible and sustainable production
practices, is currently deploying its operating action plan,
including yearly monitoring of the tree cover over its beef
suppliers’ ranches using a satellite mapping system. The
monitoring is carried out by the International Centre for
Tropical Agriculture and Climate and by Climate Focus
using Global Forest Watch Pro, an internationally acclaimed
application that has enabled Éxito to inspect all of its beef
suppliers in accordance with its policy (to find out more,
see https://www.grupoexito.com.co/es/noticias-grupo-exito/
modelo-de-ganaderia-sostenible-un-compromiso-con-la-
proteccion-de-la-biodiversidad-del-pais). The group has
also forged partnerships with such leading Colombian
stakeholders as Ganso, Climate Focus, Solidaridad Colombia
and the WWF. Using the satellite observation system, Éxito
monitored more than 45,000 hectares farmed by suppliers
in 2021. Éxito upholds the TFA 2030 zero deforestation
commitment, supports the New York Declaration on
Forests and is participating in the Colombian Roundtable
on Sustainable Livestock Farming.
In 2022, Éxito continued to monitor its suppliers’ farms and
supported the introduction of regulations in Colombia to
improve the traceability of the cattle supply chain for the
Colombian government. It participates in the programme
supported by WWF Colombia and the UK Pact to promote
sustainable livestock farming, restoration and conservation
strategies in the national beef market, thus helping to
improve livelihoods while reducing deforestation.
Palm oil
Some own-brand products sold at Casino Group stores
may contain palm oil.
Casino Group has been a member of the Roundtable on
Sustainable Palm Oil (RSPO) since 2011 and all of the palm
oil used in its private-label food and non-food products in
France has been RSPO-certified since 1 January 2022 (see
section 3.5.3.4).
In 2010, Casino Group brought in a policy and traceability
plan for the palm oil used by its suppliers. This appears in
the duty of care plan, detailed in section 3.5.3.4.
Cocoa
Cocoa is an ingredient in a variety of product categories.
Given the complexity of the cocoa supply chain, which
comprises around six intermediaries from farm to store,
Casino Group has pledged that in 2022 all the cocoa
used in any private-label product sold in France whose
characteristic ingredient is cocoa or that contains at least
20% cocoa will be certified by Rainforest Alliance or
Max Havelaar/Fairtrade. Since 2021, all the private-label
chocolate bars sold in France have been Rainforest Alliance
or Max Havelaar/Fairtrade-certified.
Moreover, in line with its strong belief in the value and
impact of collective initiatives, the Group has signed the
French Sustainable Cocoa Initiative, which is committed
to meeting the following objectives:
● improve the income of cocoa farmers and their families,
to enable them to achieve a decent living (in the sense
of the “Living Income Community of Practice”) by 2030
at the latest, in collaboration with producer countries;
● work with all stakeholders to ensure that by 2025 at the
latest, the French cocoa industry and its partners halt
imports from areas deforested after 1 January 2020,
combat forest degradation and protect remaining forests
and areas of high environmental value(1);
● take the necessary measures to combat and ensure progress
on forced labour and child labour (as defined by the ILO
conventions)(1) in cocoa producing regions by 2025, in
line with United Nations Sustainable Development Goal
(SDG) 8.7 (ending child labour, forced labour, modern
slavery and human trafficking) while helping to foster the
rights of children and their access to education.
Lastly, in 2021, the Casino Group joined the Retailer Cocoa
Collaboration (RCC), a collective pre-competitive initiative
aimed at improving sustainability across the cocoa supply
chain. The CCR annually assesses trader policies against
deforestation, forced and child labour and to promote
women’s empowerment.
(1) Adopted in June 1998, the ILO Declaration on Fundamental Principles and Rights at Work identifies eight fundamental conventions,
corresponding to conventions 29, 87, 98, 100, 105, 111, 138 and 182 of the organisation’s codifications of worldwide labour standards.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Soy
Soy from Brazil can potentially be found in the animal
feed used by our French suppliers to raise animals. France
imports around three million tonnes of soy, 1.5% of which
comes from areas in Cerrado that are at risk of deforestation.
Furthermore, the soy supply chain is particularly complex,
with at least seven intermediaries between the meat
suppliers and the soybean farmer. The small number
of traders exporting soy and soybeans to China and the
European Union therefore have a key role to play.
Casino Group has undertaken a number of commitments
to help combat deforestation caused by soy production in
animal feed and other supply chains.
To help reduce soy-related deforestation risks, Casino Group:
● endorsed the Cerrado Manifesto Statement of Support,
to participate in global multi-stakeholder initiatives;
● joined Duralim, the French collaborative platform, that
supports sustainable feed for farmed livestock in order
to learn about the commitments in place, particularly as
concerns soy in the animal feed industry;
● is a member of the Soy Transparency Coalition, which
assesses trader practices to fight against deforestation;
● actively took part in preparing the French Manifesto to
Counter Soy-related Imported Deforestation, which it
supports;
● joined, in 2020, the alignment group set up by the
Earthworm Foundation in pursuit of the Manifesto’s
commitments (for more information on the Manifesto
and its signatories, visit https://www.earthworm.org/fr/
pages/manifeste-de-soja).
In France, the Casino Group has committed to:
● ensuring that all the soy used as a characteristic ingredient
in its private-label products is sourced from areas not at
risk of deforestation. This objective was met in 2021 and
today, more than 85% of the soy used as a characteristic
ingredient is sourced from France;
● offering a diversified range of “Bleu Blanc Coeur,” “Label
Rouge” and organically farmed products, providing shoppers
with additional guarantees on the origin of the soy content;
● deploying the commitments in the French Manifesto to
Counter Soy-related Imported Deforestation by 2025
(see below) and participating in its collective initiatives.
In 2021 and 2022, for example, Casino Group actively
participated in the alignment group set up by Earthworm
to implement the Manifesto, which:
● engaged with the leading stakeholders across the pork,
poultry and animal feed value chains to encourage them
to sign the Manifesto, which 23 companies did in 2022.
A working group has been in place since 2021 to enable
the manufacturers who agreed to support the Manifesto
to discuss and work together to build solutions for their
specific issues;
● organised sessions in 2021 to raise awareness of issues
raised by the Manifesto, with presentation webinars
attended by 225 dairy, egg, poultry, pork and beef product
manufacturers;
● worked on defining shared “Zero Deforestation/Conversion
(ZDC) Soy” standards so that each member retailer can
contractually add them to the specifications submitted
to suppliers, thereby encouraging them to cascade the
standards to their own suppliers and on to the importers,
who play a critical role in implementing the Manifesto’s
commitments.
As part of this process, Casino Group has inserted a “ZDC
Soy” clause including the agreed cut-off date (1 January
2020) for soy imports into France in contracts to purchase
unprocessed and processed private-label products from
suppliers whose animal feed contains soy. These suppliers
are also required to sign up to the risk management
mechanism proposed in the report of the Scientific and
Technical Committee of the National Strategy to Combat
Imported Deforestation (SNDI). 41 of them agreed to
these conditions in 2022;
● tracked deployment of the “Dashboard for assessing the
risks of deforestation linked to French soybean imports” on
the SNDI website, which is primarily based on data from
the Trase initiative (https://www.deforestationimportee.fr/fr/
tableau-de-bord-devaluation-des-risques-de-deforestation-
lies-aux-importations-francaises-de-soja);
● developed a methodology for managing deforestation/
conversion risks that is complementary with the SNDI’s
risk analysis mechanism. Known as “Cargos ZDC,” it
directly assesses the deforestation/conversion risks of
soybeans awaiting shipment in Brazil, with support from
documentary evidence requested from importers. In
this way, bulk carriers bound for France can be loaded
only with soybeans guaranteed to have been sourced
from regions free of soy-related deforestation and/or
conversion of natural ecosystems. Earthworm Foundation
has initiated discussions about the methodology with
the five largest soybean importers in France, to leverage
insights from their experience in Brazil and co-construct
the methodology with their input;
● encouraged each retailer to calculate the soy footprint of
its operations in France. Casino Group’s French footprint
was estimated at just over 39,000 tonnes in 2021;
● mapped soy in the supply chains of the seven leading
poultry meat suppliers used by all the retailers in the
working group, in particular to identify the amount of
soy used, its origin and its importers;
● participated in talks with various French stakeholders,
including Duralim, NGOs (such as the WWF, Canopée and
Mighty Earth) and the French General Commissariat for
Sustainable Development (CGDD), in particular during the
preparation of the Commissariat’s handbook for public
procurement contractors;
318
● presented the Manifesto to a very wide range of other
European stakeholders in Germany, Belgium, Denmark,
Spain, the Netherlands and the United Kingdom. In the
UK, Earthworm’s discussions and coordination work with
Efeca prompted the latter to publish its own Manifesto
(https://www.uksoymanifesto.uk/) in autumn 2021.
Its commitments, which are aligned with the French
Manifesto’s, have been embraced by 28 British stakeholders
in the retailing, fast food and agrifoods industries;
To maintain the collective momentum impelled by the
Manifesto, the initiatives undertaken as part of the working
group continued throughout 2022, in resonance with the
Group’s action plan to guarantee its zero deforestation-
conversion commitment for any soy used in the animal
feed connected with its private-label unprocessed and
processed food products by 2025.
The Group also:
● took part in work meetings organised by Duralim to support
the collective momentum aimed at ensuring that the soy
imported in France is deforestation-free. Casino Group is
an active proponent of adequate attention to soy issues
on this platform, which has also contributed to the SNDI.
Its advocacy has led to (i) the signing of a partnership with
Earthworm Foundation to identify effective, acceptable
solutions to combat imported deforestation; and (ii) the
creation of an Observatory to assess more accurately the
deforestation imported in animal feed, which was designed
by Céréopa and an update was carried out in 2022;
● continued to develop a range of certified organic and
other products made from locally grown protein sources
or soy alternatives.
In addition, through its GPA subsidiary, Casino Group
supports the Soy Moratorium in Amazonia initiated in 2006
by soy importers and the Cerrado Working Group (GTC),
which brings together civil society stakeholders, importers,
industry associations and soybean farmers. In Brazil, GPA
and Assaí also calculated their soy footprints, which were
estimated at 42,300 and 41,900 tonnes respectively.
The two subsidiaries launched a project to assess the soy
supply chain of suppliers of pork, chicken, dairy and eggs
for their private-label products in 2022. Led by the NGO
WWF and Rever Consulting, the project to develop a DCF
(Deforestation and Conversion Free) Implementation
Toolkit for the soy supply chain is designed to identify best
practices and management gaps in the soy value chain,
with the aim of eliminating deforestation. Thirteen suppliers
were asked to participate in the project and attended the
kick-off meeting to introduce the project and answer any
questions. Eight of these suppliers proceeded to complete
the questionnaires, which enabled GPA and Assaí to verify
their stage of assessment and progress in the chain. The
findings showed that the suppliers produce their own
animal feed from soybean meal sourced from retailers
or cooperatives, which shows the distance between the
direct suppliers of GPA and Assaí and the producers of the
soybeans used. Based on these findings, an action plan
was drawn up to monitor and check this chain for each
individual supplier. The implementation of these action
plans will be monitored in 2023 in liaison with suppliers.
In Colombia, almost all the soybeans imported into the
country come from the United States, where the risk of
associated deforestation is extremely low. The local Éxito
subsidiary is not involved in addressing this issue.
Coffee
The world’s second most traded commodity, coffee
is produced mainly in six countries and primarily by
smallholders. The coffee value chain presents a number
of social and environmental challenges, particularly with
regards to deforestation. In response, Casino Group’s banners
in France have pledged to ensure that all their private-label
coffee capsules and pods, single-origin coffees, premium
coffees and organic coffees(1) are Rainforest Alliance/UTZ
or Max Havelaar Fairtrade-certified by the end of 2023.
(1) Excluding three Monoprix Bio Origines ground coffee SKUs covered by specifications based on sensory characteristics, origin and fair
compensation for the producer.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.6. NON-FINANCIAL PERFORMANCE
Non-financial rating and index
Casino Group’s ESG ratings attest to the quality of its CSR
policies and their good performance. They remained mostly
stable with the climate rating being raised to A- by the CDP
(from B in 2021).
Since 2020, Grupo Éxito has ranked among the top ten
most sustainable retailers in the world according to the
Dow Jones Sustainability Index and in 2022, GPA was again
listed in the Brazilian Stock Exchange’s ISE B3 corporate
sustainability index, in recognition of its climate, social and
governance commitments. Assaí joined this index in 2022.
FTSE
Moody’s
Vigeo
S&P
Global CSA
CDP
MSCI
Weighted
equality
index France
4.1/5
4.1/5
4/5
4/5
The changes in non-financial ratings and the discussions
with SRI investors were presented to the Governance and
Social Responsibility Committee in 2022.
74
74
72
71
68
70
70
71
A-
A-
B
B
AA
AA
AA
AA
94
92
91
0
10
20
30
40
50
60
70
80
90
100
Rating as of 31 December 2022
Rating year:
2022
2021
2020
2019
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Group performance indicators
Commitments
Indicator
Committed employer
2020
2021
2022
Year-on-year
change
Number of employees at 31 December
205,769
208,733
208,254
Of which France
56,720
54,250
49,839
Of which Latin America
149,049
154,483
158,415
-0.2%
-8.1%
+2.5%
% of employees in permanent
employment
95.5%
93.8%
94.7%
+0.9 pts
Percentage of employees <30 years old
37.2%
37.7%
37.8%
+0.1 pts
Number of people on Group
work-study/apprenticeship programmes
at 31 December
Number of disabled employees
at 31 December(*)
Disabled employees as a proportion
of the total workforce(*)
2025 Objective: 4.5%
6,291
7,116
7,270
+2.2%
8,460
8,770
9,133
+4.1%
4.1%
4.2%
4.4%
+0.2 pts
Percentage of women employees
52.0%
51.7%
51.3%
-0.4 pts
Percentage of women among managers(*)
2025 Objective: 45%
40.4%
41.0%
41.1%
+0.1 pts
Of which France
Of which Latin America
43.2%
31.9%
43.4%
34.0%
43.8%
+0.4 pts
34.1%
+0.1 pts
Percentage of employees in part-time
employment
Total hours of training per person
Lost-time accident frequency rate
Lost-time accident severity rate
Absenteeism rate due to accidents
and illness
Group donations of foodstuffs in meal
equivalents
Number of people reached through
foundations or outreach partnerships
Funds distributed for community
outreach by the Group and Group
customers (in thousands of euros)
16.1%
15.3%
13.8%
-1.5 pts
17.3
11.5
0.61
23.5
12.7
0.59
40.5
+17 hours
11.6
0.54
-1.1
-0.05
4.5%
4.8%
5.0%
+0.2 pts
37,627,220 52,090,440 61,469,200
+18%
135,500
104,800
103,900
-0.9%
83,100
104,100
119,700
+15%
Promoting diversity
and equal opportunity
Fostering gender
equality in the
workplace
Providing an
environment
conducive
to employee
fulfilment
Local corporate
citizen
Supporting
food relief
Supporting children
in need and fighting
social exclusion
Responsible retailer
Ensuring
product quality
Total product recalls during
the year(*) – France
N/A
489
314
-36%
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Commitments
Indicator
Number of private-label organic food
products
Supporting
consumer health
Percentage of controversial substances
removed
Monitoring and
improving the social
and environmental
impacts of the supply
chain
Percentage of Casino and Franprix private-
label products displaying the Nutri-Score
Number of social and environmental
audits performed in plants involved
in the production of private-label
products for the Group(1)
Percentage of active plants located
in countries at risk and producing
private-label products for the Group
covered by a valid ICS social audit
Objective: to reach 100%
Percentage of active audited plants
located in a country at risk with
Acceptable status
Percentage of plants located in a country
at risk with Acceptable or Acceptable
with issues status (level 1)
Proactive on the environment and climate
2020
2021
2022
Year-on-year
change
2,700
2,869
2,571
-10%
-
-
-
-
80%
100%
-
-
1,217
1,263
1,252
-0.9%
89%
87%
87%
-
65%
70%
75%
+5 pts
95%
95%
96%
+1 pt
Reducing carbon
emissions(5)
GHG emissions, Scopes 1 and 2 (tCO2eq)(2)
2025 SBT objective: -18% vs. 2015(3) (Met)
2030 objective: -38% vs. 2015 (Met)
1,481,000 1,309,000 1,025,000
-22%
Of which France
380,000
307,000
291,000
Of which Latin America
1,101,000 1,002,000
734,000
GHG emissions,
Scope 1 (tCO2eq)(2)(*)
Of which France
1,240,000 1,028,000
834,000
326,000
253,000
242,000
Of which Latin America
914,000
775,000
592,000
GHG emissions,
Scope 2 (tCO2eq)(2)(*) – location-based
241,000
281,000
191,000
Of which France
54,000
54,000
49,000
Of which Latin America
187,000
227,000
142,000
-5%
-27%
-19%
-4%
-24%
-32%
-9%
-37%
GHG emissions,
Scope 2 (tCO2eq) – market-based(4)
GHG emissions related to refrigerants
per square metre of retail space
(kgCO2eq./sq.m)(*)
Greenhouse gas emissions associated
with electricity consumption
per square metre of retail space
(kgCO2eq./sq.m)(*)
-
149,000
128,000
-14%
202.5
169.6
145.3
-14%
45.3
51.6
37.4
-27%
322
Commitments
Indicator
2020
2021
2022
Year-on-year
change
Total electricity consumption (MWh)(5)
2,740,600
2,722,800
2,525,400
-7%
Electricity consumed per square metre
of retail space (kWh/sq.m)
Of which France
Of which Latin America
Percentage of renewable electricity used
(with or without guarantees of origin)
Percentage of waste recovered (excluding
food donations)(6)
Of which France
Water consumption (thousands of cu.m)(7)
Water consumption per square metre
of retail space (litres/sq.m)
Percentage of private-label products
containing RSPO-certified palm oil
– France
Percentage of private-label products
containing more than 20% certified
cocoa(8) – France
Percentage of beef suppliers supporting
the anti-deforestation policy(9)(*)
Objective: 100% – Met
Percentage of these suppliers using
a satellite geo-monitoring system(9)(*)
Objective: 100% – Met
Saving and preserving
resources
Promote biodiversity
Ethics and compliance
540
471
593
26%
529
448
590
37%
528
447
599
-0.2%
-0.1%
+1.5%
38%
+1 pt
53.6%
54.0%
41.3%
-12.7 pts
77.6%
6,177
78.3%
5,652
1,539
1,358
77.4%
-0.9 pts
4,215
1,246
-
-8%
-
100%
100%
-
31%
69%
94%
+25 pts
100%
100%
100%
100%
100%
100%
-
-
-1
+13 alerts
Number of proven cases of corruption(*)
Number of alerts received via the duty
of care whistleblowing mechanism
10
10
1
3
0
16
(*) Indicator integrated in the Non-Financial Statement. Data reviewed by the independent third party – see the Report on page 346.
(1) Of which 1,196 social audits and 56 environmental audits.
(2) Data extrapolated for all of the Group’s entities.
The emission factors were reviewed and updated in 2022. Emissions are presented on a “current” basis, whereby emission factors for a given
year are maintained from one year to the next and not updated retroactively.
Scope 1 and 2 emissions fell by 22% compared to 2021. The change in the reporting scope and the updating of emissions factors account for
7% of this reduction and efforts to reduce Scope 1 and 2 emissions for 15%.
(3) Based on a comparable scope of reporting, emissions totalled 1,640,000 tonnes of CO2 equivalent in 2015.
(4) Integration of renewable electricity from specific markets in Brazil. Historical data recalculated for 2021.
(5) Data covering 97% of the Group’s surface area in 2022, versus 96% in 2021 and 98% in 2020.
(6) The drop in the recovery rate in 2022 is linked to significant improvements to the monitoring of non-hazardous industrial waste at Éxito.
(7) Data covering 62% of the Group’s surface area in 2022, versus 76% in 2021 and 78% in 2020. The year-on-year change is not reported for
this indicator, as the change in coverage rates from one year to the next does not allow for a precise comparison.
(8) Rainforest Alliance – Max Havelaar/Fairtrade.
(9) Suppliers in Brazil with slaughterhouses and sourcing directly from ranches.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.7. REPORTING METHODOLOGY
FOR NON-FINANCIAL INDICATORS
Reporting scope
Data collection
Unless otherwise specified, the human resources, societal
and environmental data concern all entities under the
operational control of Casino Group and any of its majority-
held subsidiaries, in France and abroad. Data concerning
affiliates, franchises and business leases are not included.
Reporting is on a fully consolidated basis (data included
at 100%).
The scope of non-financial reporting is the same as the
Group’s financial reporting:
● “The Group” includes the consolidated data of all business
units in the Group’s host countries.
● “Country” includes the consolidated data of store activity
and the associated support services (logistics, purchasing,
human resources, etc.) of business units located in:
- France: operations under the Casino, Monoprix (including
Naturalia), Cdiscount and Franprix banners;
- Brazil: operations of Pão de Açúcar (GPA) and Assaí;
- Colombia: comprising Grupo Éxito operations;
- Uruguay: comprising Grupo Disco and Devoto operations;
- Argentina: comprising Libertad operations;
An integrated reporting tool was implemented in 2018 to
improve data collection and the reliability of calculating
and consolidating non-financial indicators for the Group
scope. The procedures for collecting data and the calculation
methods for non-financial indicators are distributed to all
those involved in the reporting process in France and in
foreign subsidiaries. Improvements are made each year
to guarantee:
● compliance with the legal and regulatory requirements
relating to government order no. 2017-1180 of 19 July
2017 and decree no. 2017-1265 of 9 August 2017
relating to the disclosure of non-financial information;
● consistency and proper understanding of calculation
methodologies in all subsidiaries in France and abroad;
● the reliability of reported data.
Since the 2018 rollout of the integrated reporting tool,
training and information sessions are regularly organised for
users, and tutorials are made available to all. The following
matters were covered as part of this process:
● the organisation of the process for gathering, validating
● “Casino” encompasses the activities under the Casino
and consolidating CSR indicators;
banners in France and their support services.
The non-financial indicators cover 100% of the Group’s scope
by default as defined above, excluding some exceptions
that are specifically mentioned in the report. The indicators
proposed per square metre of retail space cover only the
data reported by stores.
The following data were not included in the CSR scope
of reporting:
● CSR data for stores in Cameroon;
● CSR data for Entreprise Laitière de Sauvain, corresponding
to 0.01% of the consolidated workforce.
Reporting period and accounting
principle
The non-environmental data collected cover the activity of
the concerned entity or entities for the period starting on
1 January and ending on 31 December of the reference
year (Y) and include sites opened or closed down during
the year, except for the Casino scope, for which workplace
accident frequency and severity rates and the number
of lost hours cover the period from 1 December Y-1 to
30 November Y.
Environmental data are reported at current scope, which
comprises the offices, logistics facilities and stores that
operated for the full twelve-month period between
1 October Y-1 and 30 September Y.
● responsibilities at the various process levels;
● the reporting scope and the principles for taking account
of changes in scope (disposals, acquisitions);
● useful definitions for the proper understanding of required
data;
● the methodologies for calculating indicators, consistent with
applicable international or national reporting standards.
Data consolidation and verifi cation
Internal procedures provide for the implementation of
controls to limit the risk of error in the transmission of
information and ensure the reliable production of indicators.
Accordingly, each indicator is assigned to a CSR contributor,
who is responsible for collecting and checking the data for
his or her reporting scope.
Each indicator is also assigned a person who is in charge
of validating the data entered by the contributor.
All the data are then brought together and consolidated
centrally by the Group CSR and Engagement department,
which also conducts a series of controls to verify the data’s
consistency and compliance with the calculation methods
and the reporting scope.
324
External audit
The reporting procedures and tools, as well as indicators
related to the Non-Financial Statement (NFS), were audited
by an independent third party (EY).
The conclusions of this audit are set out in section 3.13 of
this chapter.
Background
Casino Group mainly operates in France and Latin America.
Each subsidiary deploys local policies and initiatives in
accordance with the Group’s CSR policy.
The Group’s host countries have significant economic, social,
cultural and regulatory differences. Consequently, significant
differences exist between the various geographic regions
where the Group operates.
Details on methodology and scope
Human resources data
● Workforce: indicators about the workforce are calculated
at 31 December and do not include contracts expiring
on that date. Suspended contracts are also not included.
● Employees with disabilities: the status of “employees
with disabilities” is defined by the laws applicable to each
of the Group’s host countries. In France, the applicable
provisions are set out in Article L. 323-3 of the French
Labour Code (Code du travail).
● The lost-time accident frequency rate is expressed as
the number of accidents per million hours worked. It
corresponds to the “Number of work accidents” as a
proportion of the “Actual number of hours worked”.
Actual number of hours worked comprises contractual
working hours, overtime and additional hours less lost
hours (due to occupational and non-occupational illness,
and workplace accidents).
● The lost-time accident severity rate is expressed as the
number of lost days per thousand hours worked. It
corresponds to the “Number of lost hours due to workplace
accidents” as a proportion of the “Actual number of hours
worked”.
● The absenteeism rate due to accidents and illness (including
occupational illness) corresponds to the number of lost
hours as a proportion of the total number of hours worked.
Hours worked include contractual hours, overtime and
additional hours. These data do not include hours lost
due to commuting accidents.
● Training:
- Includes the following:
Initial training and continuous training hours, as well
as distance learning (e-learning) programmes with an
actual connection time of between 10 and 60 minutes
and more than 60 minutes if the theoretical training
time is more than 60 minutes.
- Does not include the following:
Training hours spent in school under a vocational training
contract (apprenticeship or work/study programme);
training hours provided to non-Group employees;
coaching initiatives implemented on site by supervisors;
training programmes for which proof is not received at
the reporting date, which can lead to the recording of
fewer training hours.
Product and supplier data
● A product recall is defined in European Directive 2001/95/EC
as any measure aimed at achieving the return of a dangerous
product that has already been supplied or made available
to consumers by the producer or distributor. Reported
recalls concerns food products sold in France.
● Organically farmed products comprise food products
compliant with the local regulations applicable in each
country. In France, “Bio” (organic) food products comply
with European Regulation No. 834/2007.
● “Sustainable certified” products receive a certification
from a qualified third party, and include:
- organically farmed food products;
- organic cotton textile products;
- organic or eco-friendly hygiene and personal care products
compliant with the local regulations applicable in each
country and, in particular, with the Ecocert guidelines
in France;
- fair trade products, identifiable by a fair label;
- products with certification attesting to an environmental
progress programme, e.g., MSC, NF Environnement, FSC,
PEFC, European Ecolabel.
When a product is double certified, for example, an
organically farmed product with a fair trade label, it is
counted twice.
● ICS audit: regular inspections are carried out to assess
company labour or environmental practices and measure
plants’ compliance with the Initiative for Compliance
and Sustainability (ICS) methodology applied by Casino
Group (available at https://www.ics-asso.org). The audits
are unannounced or semi-announced and are valid for
a period of two years as of the initial audit date.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Environmental data
● GHG emissions:
Scope 1 corresponds to direct GHG emissions and includes
the items below:
- direct emissions from stationary combustion sources
(natural gas, fuel oil);
- direct emissions from mobile combustion engine
sources related to the transport of goods or employee
business travel. They include emissions from vehicles
under operational control, i.e., owned by the Group or
operated in a dedicated fleet;
- direct fugitive emissions such as those linked to refrigerant
leaks.
Scope 2 corresponds to indirect GHG emissions associated
with electricity and district heating networks.
Scope 2 emissions are suggested based on two calculation
methods:
- the location-based method for which the emission
factor associated with electricity consumption is based
on the energy mix of the country concerned;
- the market-based method, which takes into account
the Group’s consumption of renewable electricity with
certificates of origin or the electricity self-consumed by
the Group and assigns the other sources of electricity
an emission factor based on the given country’s residual
mix or, if necessary, its energy mix. The calculation
methodology was modified in 2022 to include electricity
available on the “free market” in Brazil where GPA and
Assaí purchase renewable electricity only.
The location-based method is used by default.
The Scope 1 and 2 emissions presented above have been
extrapolated to cover the entire scope of CSR reporting:
- In 2022, primary Scope 1 data represented 98% of the
data, with the remaining 2% including in particular an
estimate of Disco Devoto refrigerant leaks.
- In 2022, primary Scope 2 data represented 97% of
total Group data, with the remaining 3% extrapolated.
The emission factors were reviewed and updated in 2022.
Emissions are presented on a “current” basis, whereby
emission factors for a given year are maintained from one
year to the next and not updated retroactively, so as to
calculate a carbon footprint as closely aligned as possible
with actual energy and climate conditions.
The Group uses emission factors from the following sources:
- For electricity:
- the ADEME Carbon Base for France, Argentina and
Uruguay;
- the Brazilian Ministry of Science, Technology and
Innovation for GPA and Assaí;
- XM, which issues the emission factor for the Colombian
power grid, for Éxito.
- For the other energies used in Group buildings:
- the ADEME Carbon Base for natural gas, LPG and
heating oil;
- the district heating and cooling network survey for
district heating.
- For goods transport:
- the ADEME Carbon Base to calculate goods transport
emissions in France using the FRET 21 application,
which all the French units are supporting to track
emissions related to their transport of goods;
- the DEFRA Base for freight transport emissions in
Latin America calculated using internal tools specific
to the BUs.
- For fluid leakage: from ADEME, from the 6th IPCC report
(IPCC AR6) for 2022 emissions, calculated from the
5th IPCC report in previous years.
● Sustainable use of resources: water and electricity
consumption can be measured from meter readings or
from the entity’s utility bill.
● Operational waste: the volume of sorted operational waste
includes waste processed by the Group’s facilities and
delivered to accredited service providers for recovery.
Depending on subsidiaries, it mainly includes the following:
cardboard, plastics, paper, office and sales equipment,
organic waste, wood, glass, lighting consumables, print
consumables, waste cooking oil, bone and tallow, and
scrap and metals. The valuation rate includes sorted waste
and mixed waste that has been recovered by the waste
treatment service provider.
326
3.8. GROUP CSR COMMITMENTS
Group CSR commitments and contribution to SDGs
As a member of the Global Compact, Casino Group supports the 17 Sustainable Development Goals (SDGs), adopted in
2012, through its CSR commitments and objectives.
SDG
Group priorities and commitments
Alleviate poverty.
Section
3.5.2
Contribute to local economic development, community outreach and support, social
cohesion and the fight against vulnerability and exclusion through the Group’s foundations
and outreach partnerships.
The Group supports food relief through long-standing partnerships with food banks in every
host country and supports children in difficulty through its four foundations. The initiatives
being deployed by these foundations or partnerships reach more than 100,000 people
on average.
Support food relief.
3.5.2.1
Support food bank networks and combat food waste.
Help to eradicate child malnutrition.
Every day, the Group organises pick-up rounds in its stores and warehouses to recover
produce and still edible products nearing their sell-by date. It also organises in-store food
bank donation drives.
In Colombia, the Fundacion Éxito has been leading the Cero desnutrición programme
since 2013, in a commitment to wiping out chronic child malnutrition by 2030.
Take action to protect employee health and well-being.
3.5.1.3.7
Improve the safety and the physical and mental health of employees in the workplace.
The Group is rolling out preventive measures to improve in-store safety and prevent
occupational risks.
It is committed to improving the quality of worklife and the well-being of employees.
It addresses important public health issues by conducting awareness and screening
campaigns.
It ensures that suppliers across the value chain offer employees decent working conditions.
Ensure product quality, safety and compliance.
3.5.3.2
Protect consumer health.
The Group deploys end-to-end systems and processes to ensure that its merchandise
is consistently safe, healthy, compliant and of the highest quality.
It has led its Health & Nutrition programme since 2005 and is taking assertive action to:
§ improve the nutritional profile of its products;
§ eliminate controversial substances;
§ develop product ranges for specific nutritional requirements, such as baby food,
gluten intolerance and sugar-free products;
§ promote and expand the organic product lines;
§ support more understandable nutrition labelling to better inform consumers;
§ encourage the eating of meat and dairy protein alternatives and of more plant-based
foods for a more balanced diet;
§ raise employee awareness of nutritional issues.
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
SDG
Group priorities and commitments
Foster social inclusion through education.
Section
3.5.2.4
Promote apprenticing to develop and maintain the employability of employees.
The Group has deployed a number of programmes to support local community associations
that are helping young people from underprivileged backgrounds to enter the world
of work. It continued its partnerships during the year with the Civic Service Agency,
the Civic Engagement Institute and the Business Network for Equal Opportunity in
Education and the City of Paris.
Its foundations support educational programmes for young people from disadvantaged
neighbourhoods. In Brazil, hundreds of students have been trained in the bakery, pastry
and dairy trades at the NATA vocational training centre.
The Group’s internal training centres and dedicated teams help to encourage employee
growth and career development and to guarantee the smooth integration of new hires.
Foster gender equality in the workplace.
3.5.1.2
Ensure the full, effective participation of women at every decision-making level
of the organisation:
The Group aims for women to account for 45% of its management by 2025.
It has upheld the UN’s Women’s Empowerment Principles since 2016.
In France, the Group’s Casino and Monoprix banners have maintained their Afnor Workplace
Equality Labels which been renewed and extended to all entities in France, including
Franprix and Cnova (Cdiscount).
Improve water use management and efficiency.
3.5.4.3.2
Manage water consumption.
The Group is reducing its direct water use by improving its processes and installing
dedicated equipment.
It is deploying a range of organically and agro-ecologically farmed products, whose
production practices guarantee sustainable water consumption and, in particular,
a reduction in pesticide use.
The Casino banners are conducting initiatives with the Pure Ocean NGO to support
ocean preservation.
Encourage the use of renewable energies.
3.5.4.3.1
Reduce energy consumption and the ensuing pollution.
The Group is committed to reducing its energy consumption by deploying energy efficiency
management systems.
It is striving to increase the proportion of renewable energy consumption.
It is taking steps to increase the production and self-consumption of electricity
from renewable sources.
Track and improve social and environmental impacts in the supply chain.
3.5.3.3
The Group is deploying a process to assess social, human and environmental risks
at suppliers and across the production chains.
It is striving to strengthen the tracking and improvement procedures for suppliers of private-
label products based in countries at risk, particularly with respect to duty of care obligations.
The Group is committed to conducting valid ICS social audits at all the active plants based
in countries at risk and producing private-label products for the Group.
328
SDG
Group priorities and commitments
Support sustainable development innovation.
GreenYellow was created by the Group in 2007 as a partner working to improve energy
efficiency and produce renewable energy. Today, it is providing support to the Group’s
business units in the energy transition.
The Group has launched the Services for Equity scheme to nurture promising French food
tech start-ups with a programme of tailored operational support and access to Group
capabilities.
Section
3.5.4.3
3.3.3
Promote diversity and equal opportunity.
3.5.1.1
Fight discrimination based on national or ethnic origin, social background, gender, disability,
age, sexual orientation, religious affiliation, union membership or physical appearance.
Group-wide policies to combat discrimination and support diversity have been in place
since 1993.
Since 2015, the Group has been a member of the International Labour Organization’s Global
Business and Disability Network.
The Group’s objective is for people with disabilities to account for 4.5% of the workforce.
GPA is involved in the Business Coalition for Racial and Gender Equality, the Business
Coalition to End Violence against Women and Girls, the Women’s Movement 360 (MM360),
the Unstereotype Alliance, the Air Movement and the Business Initiative for Racial Equity.
In France, Casino Group has also signed the LGBT+ Commitment Charter issued by L’Autre
Cercle, a French non-profit that promotes and inclusive workplace for LGBT+ professionals.
Fight social exclusion.
Support people suffering from exclusion.
3.5.2.3
Casino Group engages in a wide range of local initiatives to support people suffering from
exclusion. The Group addresses these highly diverse community needs not only through
its foundations, but also through the actions undertaken by its banners, stores and offices.
To mark its tenth year of initiatives, in 2019, the Monoprix Foundation decided to refocus
its programmes on eliminating isolation in society, particularly for homeless people.
The foundation continues the work it began in 2009 with its partners, and in 2022,
funded 30 projects aimed at combating isolation in cities and providing access
to basic necessities, raising a total of more than €340,000.
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CHAPTER 3 > (cid:3)(cid:3)(cid:3)(cid:58)(cid:221)(cid:260)(cid:256)(cid:221)(cid:260)(cid:4)(cid:283)(cid:75)(cid:3)(cid:268)(cid:221)(cid:58)(cid:142)(cid:4)(cid:184)(cid:3)(cid:260)(cid:75)(cid:268)(cid:256)(cid:221)(cid:199)(cid:268)(cid:142)(cid:57)(cid:142)(cid:184)(cid:142)(cid:283)(cid:357)(cid:3)(cid:1261)(cid:58)(cid:268)(cid:260)(cid:1262)(cid:3)(cid:4)(cid:199)(cid:65)(cid:3)(cid:199)(cid:221)(cid:199)(cid:1267)(cid:121)(cid:142)(cid:199)(cid:4)(cid:199)(cid:58)(cid:142)(cid:4)(cid:184)(cid:3)(cid:268)(cid:283)(cid:4)(cid:283)(cid:75)(cid:195)(cid:75)(cid:199)(cid:283)(cid:3)(cid:1261)(cid:199)(cid:121)(cid:268)(cid:1262)
SDG
Group priorities and commitments
Section
Maintain close relationships with suppliers and support them in their CSR initiatives.
3.3.3
Casino Group engages in regular, constructive dialogue with its private-label suppliers,
leading national brand suppliers and production chains.
In 2020, the Group launched the “Carbon Forum” with the aim of mobilising its main
suppliers to reduce the GHG emissions of the products sold in its stores. In 2022, it achieved
its target of at least 50% of current members committed to SBT.
Combat food waste.
3.5.4.5
In 2009, the Group formed partnerships with the French Federation of Food Banks
and a number of social economy stakeholders.
It has signed the National Pact Against Food Waste, set up in 2013 by the French Ministry
of Agriculture and Food.
It has also signed the National Pact on Sell-by Dates, supported by the French Ecological
Transition, Agriculture and Food ministries.
In 2021, Grupo Éxito joined the Consumer Goods Forum’s coalition against food waste.
In parallel, the banners are taking action to combat non-food waste through a vast network
of partner associations.
Step up action to support animal welfare.
3.5.3.5
Since 2020, all the eggs sold in Group stores in France come from cage-free hens.
By 2026, all the private-label products will comply with Better Chicken Commitment
breeding welfare standards.
330
Casino_DEU_2022_VA_CH03.indd 330
11/05/2023 12:05
SDG
Group priorities and commitments
Implement a low-carbon strategy to fight against climate change.
Reduce the Group’s greenhouse gas emissions and fight against climate change:
§ Casino Group has joined the Science Based Targets initiative to undertake a reduction
in its greenhouse gas emissions in line with COP21 objectives, which the Group pledged
to support in 2018.
§ It upholds the Paris Climate Action Charter and the Charter for Sustainable Urban
Logistics issued by the City of Paris.
The Group is implementing the recommendations issued by the TCFD.
The Group is committed to reducing its Scope 1 and Scope 2 greenhouse gas emissions
by 18%(1) in 2025 and by 38% in 2030, compared with 2015.
It is seeking to reduce its Scope 3(2) greenhouse gas emissions by 10%(1) between 2018
and 2025.
Section
3.5.4.1
3.5.4.2
Preserve and reduce the use of natural resources and support the circular economy.
3.5.4.4
Reduce, sort, recover and reuse all types of operational waste from stores and warehouses.
The Group’s ultimate goal is to eliminate landfilling by recovering and reusing all its waste.
Since 2019, the Group has supported France’s National Pact on Plastic Packaging led by the
Ministry for Ecological and Social Transition, in line with the Circular Economy roadmap.
By 2025, all private-label packaging in France will be made from plastic that can be recycled,
reused or repurposed.
By 2025, private-label packaging in France will contain an average 30% recycled plastic
(in tonnes).
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
SDG
Group priorities and commitments
Help to protect biodiversity by fighting against climate change, limiting direct pressures
on biodiversity, marketing a line of products that are more respectful of the environment
and biodiversity, preserving fishery resources and protecting endangered species,
and combating deforestation caused by the production of commodities.
In its commitment to preserving biodiversity, Casino Group has endorsed a number
of initiatives and is participating in a wide range of stakeholder coalitions, such as:
§ the Forest Positive Coalition, by supporting the Consumer Goods Forum’s working group
Section
3.5.4.6
on cattle farming;
§ the Brazilian Coalition on Climate, Forests and Agriculture;
§ the Indirect Suppliers Working Group (GTFI);
§ the Brazilian Roundtable on Sustainable Livestock (GTPS);
§ the Sustainable Soy Manifesto;
§ the French Sustainable Cocoa Initiative (IFCD);
§ the Palm Oil Transparency Coalition (POTC), the Soy Transparency Coalition (STC)
and the Retailer Cacao Collaboration (RCC);
§ the Cerrado Manifesto Statement of Support, to combat the deforestation in the Cerrado
in Brazil;
§ France’s National Pact on Plastic Packaging.
The Group, which joined the Roundtable on Sustainable Palm Oil in 2011, is a member
of the Earthworm Foundation and takes part in a number of Earthworm working groups,
including those on shrimp, tuna and soy.
It ensures that it does not sell any endangered deep-sea species(3) in France.
The Group has met its objective of guaranteeing that all the palm oil used in its food
products sold in France has been independently certified as sustainable by the RSPO.
It has pledged that by 2023, all the cocoa used in any private-label product sold in France
whose characteristic ingredient is cocoa or that contains at least 20% cocoa will be certified
as sustainable by an independent organisation, such as Rainforest Alliance or Max
Havelaar/Fairtrade.
Prevent and combat corruption, in line with the principles of transparency and good
governance and, more generally, in compliance with national and international laws
and regulations.
The Group undertakes to fight against all forms of corruption and works steadfastly
to ensure that its employees consistently uphold this principle.
Casino Group joined the United Nations Global Compact in 2009.
It is currently participating in the work of programmes such as:
§ the Initiative for Compliance and Sustainability (ICS);
§ Businesses for Human Rights (EDH);
3.4
3.3
3.3.6
§ the Beef Working Group of the Forest Positive Coalition of Action set up by the Consumer
Goods Forum;
§ the International Accord for Heath and Safety in the Textile and Garment Industry.
(1) Target approved by the SBTi.
(2) In the “purchased goods and services” and “use of sold products” categories, which account for more than 65% of indirect emissions.
(3) Emperor fish, blue ling, cutlass fish, grenadier, tusk, school shark, blue shark, North-East Atlantic dogfish, eel, elver, white grouper and red sea
bream.
332
3.9. EU GREEN TAXONOMY KPI TABLES
Table 1: Proportion of turnover from products or services associated with Taxonomy-aligned
economic activities
(€ millions)
Substantial contribution criteria
DNSH criteria
(“Does Not Significantly Harm”)
)
5
(
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)
6
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7
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2
(
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Economic activities (1)
A. TAXONOMY-ELIGIBLE ACTIVITIES
)
0
1
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A.1 Environmentally sustainable activities (Taxonomy-aligned)
5.5 “Collection and transport
of non-hazardous waste in source
5.5
9.45
0.028% 0.028%
YES None
YES None None YES 0.028%
N/A N/A
segregated fractions”
5.8 “Composting of bio-waste”
5.8
0.00
0.0%
0.0%
YES None None
YES
YES
YES
0.0%
T
Turnover of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
9.45
0.028% 0.028%
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
0.028%
5.5 “Collection and transport
of non-hazardous waste in source
5.5
0.01
0.0%
segregated fractions”
6.5 “Transport by motorbikes, passenger
cars and light commercial vehicles”
6.5
0.27
0.001%
6.6 “Freight transport services by road”
6.6
0.14
0.0%
7.7 “Acquisition and ownership
of buildings”
Turnover of Taxonomy-eligible but not
7.7
0.24
0.001%
environmentally sustainable activities
0.66
0.002%
(non Taxonomy-aligned activities) (A.2)
TOTAL (A.1 + A.2)
10.11
0.030%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible
activities (B)
TOTAL (A + B)
33,599.65
99.97%
33,609.76 100.0%
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Table 2: Proportion of CapEx from products or services associated with Taxonomy-aligned
economic activities
(€ millions)
Substantial contribution criteria
DNSH criteria
)
3
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Economic activities (1)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
)
0
1
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(
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2
(
)
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5.5 “Collection and transport of non-hazardous
waste in source segregated fractions”
6.6 “Freight transport services by road”
7.3 “Installation, maintenance and repair
of energy efficiency equipment”
7.4 “Installation, maintenance and repair
of charging stations for electric vehicles in buildings
(and parking spaces attached to buildings)”
7.6 “Installation, maintenance and repair
of renewable energy technologies”
7.7 “Acquisition and ownership of buildings”
7.6
7.7
CapEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
5.5
6.6
0.84
0.034% 0.034%
YES None
YES
None None YES 0.034%
N/A N/A
0.04
0.001% 0.001%
YES None
YES
YES
None YES 0.001%
T
7.3
14.02
0.560% 0.560%
YES None None
YES
None YES 0.560%
7.4
0.11
0.004% 0.004%
YES None None None None YES 0.004%
0.01
0.0%
0.000%
YES None None None None YES 0.000%
0.72
0.029% 0.029%
YES None None None None YES 0.029%
N/A N/A
15.74
0.63%
0.63%
0.63%
E
E
E
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
3.6 “Manufacture of other low carbon technologies”
3.6
0.51
0.020%
5.5 “Collection and transport of non-hazardous
waste in source segregated fractions”
6.5 “Transport by motorbikes, passenger cars
and light commercial vehicles”
6.6 “Freight transport services by road”
7.2 “Renovation of existing buildings”
7.3 “Installation, maintenance and repair
of energy efficiency equipment”
7.4 “Installation, maintenance and repair
of charging stations for electric vehicles in buildings
(and parking spaces attached to buildings)”
7.6 “Installation, maintenance and repair
of renewable energy technologies”
7.7 “Acquisition and ownership of buildings”
CapEx of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
TOTAL (A.1 + A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
5.5
0.42
0.017%
6.5
6.6
7.2
7.3
0.02
0.001%
5.43
0.22%
698.09
27.88%
10.21
0.408%
7.4
0.03
0.001%
7.6
7.7
0.02
0.001%
161.23
6.44%
875.97
34.983%
891.71
35.6%
CapEx of Taxonomy-non-eligible activities (B)
1,612.29
64.4%
TOTAL (A + B)
2,504.00 100.0%
334
Table 3: Proportion of OpEx from products or services associated with Taxonomy-aligned
economic activities
(€ millions)
Substantial contribution criteria
DNSH criteria
)
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A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
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(Taxonomy-aligned) (A.1)
N/A N/A N/A N/A N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A N/A N/A
N/A N/A
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
OpEx of Taxonomy-eligible but not
environmentally sustainable activities (not
N/A N/A N/A
Taxonomy-aligned activities) (A.2)
TOTAL (A.1 + A.2)
N/A N/A N/A
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities (B)
N/A N/A N/A
TOTAL (A + B)
N/A N/A N/A
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335
CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.10. METHODOLOGY FOR EU TAXONOMY KEY
PERFORMANCE INDICATORS
Approach to identifying fi nancial
indicators (turnover, CapEx and OpEx)
OpEx KPI
■ Definition
The exemption related to operating expenditure (OpEx) is
defined as Taxonomy-eligible OpEx (numerator) divided
by total OpEx (denominator). Total operating expenditure
consists of direct non-capitalised costs that relate to
research and development, building renovation measures,
short-term leasing, maintenance and repair, and any other
direct expenditures relating to the day-to-day servicing of
property, plant and equipment. This includes:
● expenditure related to building renovations recognised
as an expense during the reporting period;
● short-term leases, whose volume was determined in
accordance with IFRS 16 and includes expenses for
short-term and leases for low-value assets;
● maintenance, repair and other direct expenses related to
the day-to-day servicing of property, plant and equipment,
which were determined based on the maintenance
and repair costs allocated to internal cost centres. The
related cost items can be found in various line items
in the financial statements, including production costs
(operations maintenance), sales and distribution costs
(logistics maintenance) and administration costs (such as
IT systems maintenance). In general, this includes the costs
of services and material costs for daily servicing as well
as for regular and unplanned maintenance and repairs;
● direct costs for training and other human resources
adaptation needs are excluded from the calculation of
the numerator and denominator, as Annex I to art. 8 of the
delegated act only includes these costs in the numerator;
● these categories constitute the numerator of the ratio
of OpEx to total Group OpEx (see note 2.6.2. to the
consolidated financial statements). As the value of this
ratio is not material, the Group has considered using the
exemption regime for this indicator.
■ Reconciliation
Total OpEx may be reconciled with the financial statements
(see “Consolidated Financial Statements for the year ended
31 December 2022”, Chapter 2, included in the 2022
Universal Registration Document).
Net sales KPI
■ Definition
The proportion of Taxonomy-eligible economic activities
in total net sales has been calculated as the part of net
sales derived from products and services associated with
Taxonomy-eligible economic activities (numerator) divided
by turnover (denominator), in each case for the twelve
months ended 31 December 2022. The turnover used
as the KPI denominator corresponds to consolidated net
sales. For more details on the accounting principles applied
to consolidated net sales, see note 6.1 to the financial
statements included in the 2022 Universal Registration
Document.
■ Reconciliation
Consolidated net sales may be reconciled with the financial
statements (see note 2.6.2.1 to the income statement
included in the 2022 Universal Registration Document).
CapEx KPI
■ Definition
The KPI related to capital expenditure (CapEx) is defined as
Taxonomy-eligible CapEx (numerator) divided by total CapEx
(denominator). Total CapEx consists of additions to tangible
and intangible assets during the year, before depreciation,
amortisation and excluding fair value adjustments. It
includes additions to property plant and equipment
(IAS 16), intangible assets (IAS 38), investment property
(IAS 40) and right-of-use assets (IFRS 16). For more details
on the accounting policies concerning CapEx, see Note 10
to the financial statements included in the 2022 Universal
Registration Document.
■ Reconciliation
Total CapEx may be reconciled with the financial statements
(see notes 10.2.2, 10.3.2, 10.4.2 and 7.1.1 to the financial
statements included in the 2022 Universal Registration
Document). It corresponds to the total of all types of
acquisition and production costs:
● additions;
● additions resulting from business combinations in the
case of intangible assets, right-of-use assets and property,
plant and equipment.
336
3.11. NON-FINANCIAL STATEMENT
CROSS-REFERENCE TABLE
Pursuant to Article L. 225-102-1 of the French Commercial Code (Code de commerce), the Company is required to
produce a Non-Financial Statement. This statement must contain information on the Company’s approach to assessing
the human resources, environmental and societal consequences of its operations.
Chapter 3, Chapter 1 and section 4.3 contain the Non-Financial Statement. In the interests of simplicity, the cross-reference
table below enables readers to locate the information needed.
Non-Financial Statement – Articles L. 225-102-1 and R. 225-105 of the French Commercial Code.
Business model
Presentation of the business model
Main CSR risks
Chapter 1, Always a step ahead, Casino Group
business model
Pages 30 to 31
Description of the main non-financial
risks and challenges, and identification
methodology used
Section 3.2.2 Description of the main non-financial
risks and challenges, and identification
methodology used
Pages 222 to 225
Human resources
Societal
Environmental
Sections 3.5.1.1 and 3.5.1.2 Fostering diversity
and gender equality in the workplace
Pages 244 to 252
Section 4.3 Main risk factors: Food safety (4.3.3 I)
Pages 384 to 385
Section 4.3 Main risk factors: Climate change
(section 4.3.3 II)
Section 3.5.3.4 Duty of care plan/Duty of care
risk map
Pages 386 to 387
Page 268
Pages 267 to 292
Pages 388 to 389
Human rights
Section 3.5.3.4 Duty of care plan
Anti-corruption/Anti-tax evasion
Section 4.3 Main risk factors: Legal and regulatory
compliance risks (section 4.3.4, I)
Anti-tax evasion
Page 225
Key policies, results and indicators
Human resources
Societal
Environmental
Section 3.5.1 Casino Group, a committed
employer/see sections 3.5.1.1 to 3.5.1.2
Group performance indicators
Casino Group, a responsible retailer/
see section 3.5.3.1
Group performance indicators
Section 3.5.4 Casino Group, actively
committed to protecting the environment
and climate/see section 3.5.4.2
Group performance indicators
Human rights
Section 3.5.3.4 Duty of care plan
Anti-corruption/Anti-tax evasion
Group performance indicators
Section 3.4 Ethics and compliance/
see sections 3.4.1 to 3.4.8
Anti-tax evasion
Pages 242 to 252
Pages 321 to 323
Pages 262 to 263
Pages 321 to 323
Pages 398 to 304
Pages 321 to 323
Pages 267 to 292
Pages 321 to 323
Pages 237 to 241
Page 225
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337
CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Information and commitments
Societal commitments to sustainable
development
Societal commitments to the circular
economy
All commitments are detailed in Chapter 3
Corporate Social Responsibility (CSR)
and Non-Financial Statement (NFS)
Sections 3.5.4.3 and 3.5.4.4 Preserving
and reducing the use of natural resources
and Supporting the circular economy
Pages 218 to 349
Pages 304 to 311
Respecting animal welfare
Section 3.5.3.5 Ensuring animal welfare
Pages 292 to 295
Combating food waste and food
insecurity
Section 3.5.2.1 Supporting food relief
Sections 3.5.4.3, 3.5.4.4 and 3.5.4.5 Preserving
and reducing the use of natural resources,
Promoting a circular economy and Combating
food waste
Respecting fair, responsible
and sustainable food choices
Section 3.5.3 Casino Group, a responsible
retailer/see sections 3.5.3.2 to 3.5.3.5
Collective agreements and impacts on
the Company’s performance
and employee working conditions
Combating discrimination, promoting
diversity and measures taken for people
with disabilities
Section 3.5.1.3 Providing an environment
conducive to employee fulfilment
Section 3.5.1 Casino Group, a committed
employer/see sections 3.5.1.1 to 3.5.1.2
Page 259
Pages 304 to 311
Pages 262 to 295
Pages 252 to 258
Pages 244 to 252
Human resources information
Employment
Total workforce and workforce
by gender, age and country
Section 3.5.1 Casino Group, a committed employer
Pages 242 and 321
Hires and terminations
Section 3.5.1 Casino Group, a committed employer
Page 242
Compensation and changes
in compensation
Working practices
Section 3.5.1.3.3 Incentivising compensation
to drive individual, collective and
CSR performance
Organisation of working time
Section 3.5.1 Casino Group, a committed employer
Page 253 to 254
Pages 242 to 243
and 256
Absenteeism
Health and safety
Section 3.5.1 Casino Group, a committed employer
Pages 257 and 321
Health and safety conditions
at work
Section 3.5.1.3.7 Fostering health, safety
and well-being at work
Pages 255 to 257
Workplace accidents, especially
their frequency and severity,
and occupational illnesses
Employee relations
Organisation of social dialogue,
in particular information
and employee consultation procedures
and collective bargaining
Section 3.5.1 Casino Group, a committed employer
Pages 257 and 321
Section 3.5.1.3.1 Encouraging social dialogue
Pages 252 to 253
Summary of collective agreements
Section 3.5.1.3.1 Encouraging social dialogue
Page 252
Training
Training policies implemented
Total number of training hours
Section 3.5.1.3.9 Developing employability
with training
Section 3.5.1.3.9 Developing employability
with training
Pages 258 and 321
Pages 258 and 321
338
Equal treatment
Measures taken to promote gender
equality
Section 3.5.1.2 Fostering gender equality
in the workplace
Measures taken for the hiring and
integration of people with disabilities
Section 3.5.1.1.2 Acting for the integration
and retention of workers with disabilities
Pages 249 to 252
and 321
Pages 246 to 248
and 321
Measures taken to combat discrimination Section 3.5.1.1.1 Combating discrimination
Pages 244 to 246
and stereotypes
Environmental information
General environmental policy
Structures in place allowing the
Company to take into account
environmental issues and, where
applicable, to seek environmental audits
or certification
Section 3.5.4.1 Environmental policy
Pages 296 to 298
Resources allocated to preventing
environmental risks and pollution
Section 3.5.4 Casino Group, actively committed
to protecting the environment and climate
Pages 296 to 319
Provisions and guarantees
for environmental risks, provided
that the disclosure of this information
does not cause any serious harm
to the Company in an ongoing dispute
-
-
Pollution
Measures to prevent, reduce and remedy
air, water and soil pollution seriously
affecting the environment
Section 3.5.4.2 The low-carbon strategy to fight
against climate change
Pages 298 to 304,
322 to 323
Measures to address noise and other
forms of pollution specific to an activity
-
Circular economy
(i) Pollution and waste management
Measures to prevent, recycle, reuse
and other ways of repurposing waste
Sections 3.5.4.3 and 3.5.4.4 Preserving
and reducing the use of natural resources
and Supporting the circular economy
Combating food waste
Section 3.5.4.5 Combating food waste
(ii) Sustainable use of resources
Water use and supply in relation
to local restrictions
Raw materials use and measures taken
to use them more efficiently
Energy use and measures taken
to improve energy efficiency and increase
the use of renewable energies
Section 3.5.4.3.2 Managing water consumption
Section 3.5.4.6 Preserving biodiversity
Section 3.5.4.3.1 Reducing energy consumption
and encouraging the use of renewable energies
Pages 304 to 306,
322 to 323
-
Pages 304 to 311,
322 to 323
Pages 311 to 312,
322 to 323
Pages 306
and 322 to 323
Pages 312 to 319,
322 to 323
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Land use
Climate change
-
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Emissions related to the use
of goods and services
Section 3.5.4.2 The low-carbon strategy
to fight against climate change
Pages 298 to 304,
322 to 323
Measures taken to adapt to the
consequences of climate change
Medium- and long-term objectives
for reducing GHG emissions and the
means implemented to carry them out
Protecting biodiversity
Section 3.5.4.2.5 Adapting to climate change
Page 304
Section 3.5.4.2 The low-carbon strategy
to fight against climate change
Pages 298 to 304,
321 to 322
Measures taken to develop biodiversity
Section 3.5.4.6 Preserving biodiversity
Pages 312 to 319,
322 to 323
Information regarding social commitments
Societal commitments to sustainable
development
Impact of the Company’s operations
in terms of employment and local
development
Impact of the Company’s operations
on local residents and communities
Stakeholder relations and the forms
of dialogue adopted with them
Partnership or philanthropy initiatives
Subcontractors and suppliers
Integration of social and environmental
issues in the purchasing policy
Consideration of corporate social
responsibility standards in dealings
with suppliers and subcontractors
Section 3.3 Stakeholder dialogue
Pages 232 to 236
Section 3.3 Stakeholder dialogue
Pages 232 to 236
Section 3.3 Stakeholder dialogue
Pages 232 to 236
Section 3.5.2 Casino Group,
a local corporate citizen
Section 3.5.3.3 Monitoring and improving
the social and environmental impacts
of the supply chain
Section 3.5.3.4 Duty of care plan
Section 3.3 Stakeholder dialogue
Pages 259 to 261,
322 to 323
Pages 266 to 267
Pages 267 to 292
Page 234
340
Fair business practices
Action taken to prevent corruption
Section 3.4. Ethics and compliance
Measures taken to promote the health
and safety of consumers
Section 3.5.3 Casino Group, a responsible
retailer/Sections 3.5.3.1 and 3.5.3.2
Pages 237 to 241
Pages 262 to 266
Promotion of and compliance with the
ILO’s fundamental conventions on:
§ The respect for freedom of association
and the right to collective bargaining
§ The elimination of discrimination
in respect of employment and
occupation
§ The elimination of forced and
compulsory labour
§ The effective abolition of child labour
Section 3.1 CSR commitments and governance
Pages 218 to 219
Section 3.5.1.3.1 Encouraging social dialogue
Pages 252 to 253
Section 3.5.3.3 Monitoring and improving
the social and environmental impacts
of the supply chain
Section 3.5.1.1.1 Combating discrimination
and stereotypes
Section 3.5.3.3 Monitoring and improving
the social and environmental impacts
of the supply chain
Section 3.5.3.4 Duty of care plan
Section 3.5.3.3 Monitoring and improving
the social and environmental impacts
of the supply chain
Section 3.5.3.4 Duty of care plan
Section 3.5.3.3 Monitoring and improving
the social and environmental impacts
of the supply chain
Pages 266 to 267
Pages 244 to 246
Pages 266 to 267
Pages 267 to 292
Pages 266 to 267
Pages 267 to 292
Pages 266 to 267
Human rights
Action taken to promote human rights
Section 3.1 CSR commitments and governance
Pages 218 to 219
Section 3.5.3.4 Duty of care plan
Pages 267 to 292
Methodology note
Section 3.5.3.3 Monitoring and improving
the social and environmental impacts
of the supply chain
Pages 266 to 267
Section 3.5.3.4 Duty of care plan
Pages 267 to 292
Section 3.7 Reporting methodology
for non-financial indicators
Pages 324 to 326
Conclusion on the fairness and compliance of information
Section 3.13 Independent third-party’s report
on the consolidated non-financial statement
Pages 346 to 348
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341
CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.12. SDG – GRI – SASB – TCFD
CROSS-REFERENCE TABLES
3.12.1. GLOBAL REPORTING INITIATIVE (GRI)
Topics
GRI 101: Introduction
Reporting principles
Using the GRI Standards for sustainability
Making claims related to the use of the GRI Standards
GRI 102: General information
Organisational profile
Strategy
Ethics and integrity
Governance
Stakeholder engagement
Reporting practice
GRI 103: Management Approach
Explanation of the material topic and its boundary
The management approach and its components
Evaluation of the management approach
GRI 200: Economic
201: Economic Performance
202: Market Presence
203: Indirect Economic Impacts
204: Procurement Practices
205: Anti-corruption
206: Anti-competitive Behaviour
GRI 300: Environmental
301: Materials
302: Energy
303: Water
304: Biodiversity
305: Emissions
306: Effluents and Waste
307: Environmental Compliance
308: Supplier Environmental Assessment
342
Corresponding sections
3.3/3.2.2/3.5.1.3.3/3.5.3.4/3.7
-
-
Chapters 1/2.1/3.5.1/3.5.3.4/3.6
3.2.2
3.4
5.4/5.5.4/6.1/6.2/3.1/3.4/3.5.1.3
3.3
3.7
3.2.1/3.2.2
3.5.1.3
3.7
3.3/3.5.3/3.5.1.3
3.5.1
3.5.2
3.5.3.4
3.4/4.1
4.3/3.4
3.5.4.4/3.6
3.5.4.3/3.6
3.5.4.3.2/3.6
3.5.4.6
3.5.4.2/3.6
3.5.4.4/3.6
3.5.4
3.5.4/3.6
Topics
GRI 400: Social
401: Employment
402: Labour/Management Relations
403: Occupational Health and Safety
404: Training and Education
405: Diversity and Equal Opportunity
406: Non-discrimination
407: Freedom of Association and Collective Bargaining
408: Child Labour
409: Forced or Compulsory Labour
410: Security Practices
411: Rights of Indigenous Peoples
412: Human Rights Assessment
413: Local Communities
414: Supplier Social Assessment
415: Public Policy
416: Customer Health and Safety
417: Marketing and Labelling
418: Customer Privacy
419: Socio-economic Compliance
Corresponding sections
3.5.1/3.5.1.3
3.3/3.3.1/3.5.1.3
3.5.1.3/3.5.1.3.6/3.6
3.5.1.3/3.5.1.3.9/3.6
3.5.1.1/3.5.1.2/3.6
3.5.1.1
3.5.1.3.1
3.5.3.4
3.5.3.4
3.5.1.3.6
-
3.5.3.4
3.3/3.3.5
3.5.3.4
3.4/3.4.7
3.5.3.2/3.5.3.1
3.5.3.2
3.4.9/4.3.1
3.2/3.4
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.12.2. SUSTAINABILITY ACCOUNTING STANDARDS BOARD (SASB)
Standard
Corresponding sections
Fleet Fuel Management
3.5.4.2.3 Reducing transport-related emissions
Air Emissions from
Refrigeration
3.5.4.2
The low-carbon strategy to fight against climate change
3.5.4.2.1 Reducing fugitive emissions of refrigerants
Energy Management
3.5.4.3.1 Reducing energy consumption and encouraging the use of renewable energies
Food Waste Management
3.5.4.4.1 Reducing, sorting and reusing generated waste
Data Security
3.4.9
Personal data protection
3.4.10
Information systems security
Food Safety
3.5.3.1 Ensuring product quality
Product Health
and Nutrition
3.5.3.2.4 Developing specific product ranges
3.5.3.1 Ensuring product quality
3.5.3.2.1 Improving the nutritional profile and ingredients of private-label products
Product Labelling
and Marketing
3.5.3.2 Taking action to protect consumer health
Labour Practices
3.5.1.3.3 Incentivising compensation to drive individual, collective and CSR performance
Management
of Environmental
and Social Impacts
in the Supply Chain
3.5.1.3.1 Encouraging social dialogue
3.5.1.3.6 Fostering health, safety and well-being at work
3.5.3.3
Monitoring and improving the social and environmental impacts
of the supply chain
3.5.3.5 Ensuring animal welfare
3.5.4.4.2 Reducing the impact of packaging
344
3.12.3. TASK FORCE ON CLIMATE-RELATED FINANCIAL
DISCLOSURES (TCFD)
Topics
Governance
Disclose the organisation’s
governance around climate-
related risks and opportunities.
Strategy
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation’s
businesses, strategy, and
financial planning where such
information is material.
Risk management
Disclose how the organisation
identifies, assesses, and
manages climate-related risks.
TCFD recommendation
Corresponding section
a) Describe the board’s oversight of climate-related risks
and opportunities.
2022 URD, section 5.5.2
and 5.3.4;
b) Describe management’s role in assessing and
managing climate-related risks and opportunities.
CDP C1.1
CDP C1.2
a) Describe the climate-related risks and opportunities
the organisation has identified over the short, medium,
and long term.
2022 URD, section 3.2.2;
sections 3.5.4.1 and 3.5.4.2;
b) Describe the impact of climate-related risks
and opportunities on the organisation’s businesses,
strategy, and financial planning.
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
a) Describe the organisation’s processes for identifying
and assessing climate-related risks.
b) Describe the organisation’s processes for managing
climate-related risks.
c) Describe how processes for identifying, assessing,
and managing climate-related risks are integrated
into the organisation’s overall risk management.
CDP 2.1 to 2.4
CDP C3.1
2022 URD, section 3.2.2;
sections 3.5.4.1 and 3.5.4.2;
CDP C2.1, C2.2
Metrics and targets
Disclose the metrics and targets
used to assess and manage
relevant climate-related risks
and opportunities where such
information is material.
a) Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
2022 URD,
sections 3.5.4.1 and 3.5.4.2;
section 3.6;
b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3
greenhouse gas (GHG) emissions and the related risks.
c) Disclose the targets used by the organisation
to manage climate-related risks and opportunities
and its performance against targets.
CDP C4.1, C4.3
CDP C5, C6, C7, C8
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.13. INDEPENDENT THIRD PARTY’S REPORT
ON CONSOLIDATED NON-FINANCIAL
STATEMENT
Therefore, the Information should be read and understood
with reference to the Guidelines, the significant elements
of which are presented in the Statement.
Limitations inherent in the preparation
of the Information
The information may be subject to uncertainty inherent in
the state of scientific or economic knowledge and the quality
of external data used. Certain information is sensitive to
the methodological choices, assumptions and/or estimates
made in preparing it and presented in the Statement.
The entity’s responsibility
It is the responsibility of the Board of Directors to:
● select or establish appropriate criteria for the preparation
of the Information;
● prepare a Statement in accordance with legal and regulatory
requirements, including a presentation of the business
model, a description of the main non-financial risks, a
presentation of the policies applied with regard to these
risks as well as the results of these policies, including key
performance indicators and, in addition, the information
required by Article 8 of Regulation (EU) 2020/852 (green
taxonomy);
● and to implement the internal control procedures it deems
necessary to ensure that the Information is free from
material misstatement, whether due to fraud or error.
The Statement has been prepared in accordance with
the entity’s procedures, the main elements of which are
presented in the Statement.
Year ended 31 December 2022
This is a free translation into English of the original report
issued in the French language and it is provided solely for the
convenience of English speaking users. This report should be
read in conjunction with, and construed in accordance with,
French law and professional standards applicable in France.
To the General Assembly,
In our quality as an independent third party of Casino
Guichard Perrachon (hereinafter “entity”), accredited by
the COFRAC under the number n° 3-1681 (scope of
accreditation available on the website www.cofrac.fr),
we conducted our work in order to provide a conclusion
expressing a limited level of assurance on the compliance
of the consolidated non-financial statement for the year
ended 31 December 2022 (hereinafter the "Statement")
with the provisions of Article R. 225-105 of the French
Commercial Code ( Code de commerce) and on the
fairness of the historical information (whether observed or
extrapolated) provided pursuant to 3° of I and II of Article
R. 225-105 of the French Commercial Code (hereinafter
the "Information") prepared in accordance with the entity’s
procedures (hereinafter the "Guidelines"), included in the
management report pursuant to the requirements of articles
L. 225 102-1, R. 225-105 and R. 225-105-1 of the French
Commercial Code (Code de commerce).
Conclusion
Based on the procedures performed, as described in “Nature
and scope of the work”, and on the elements we have
collected, we did not identify any material misstatements
that would call into question the fact that the consolidated
non-financial statement is not presented in accordance
with the applicable regulatory requirements and that the
Information, taken as a whole, is not presented fairly in
accordance with the Guidelines, in all material respects.
Preparation of the non-fi nancial
performance statement
The absence of a generally accepted and commonly used
framework or established practices on which to base the
assessment and measurement of information allows for the
use of different, but acceptable, measurement techniques
that may affect comparability between entities and over
time.
346
Responsibility of the independent
third party
On the basis of our work, our responsibility is to provide a
report expressing a limited assurance conclusion on:
● the compliance of the Statement with the requirements
of article R. 225-105 of the French Commercial Code;
● the fairness of the information provided in accordance with
article R. 225 105 I, 3° and II of the French Commercial
Code, i.e., the outcomes, including key performance
indicators, and the measures implemented considering
the principal risks.
As it is our responsibility to form an independent conclusion
on the Information as prepared by management, we are
not permitted to be involved in the preparation of the
Information, as this could compromise our independence.
However, it is not our responsibility to comment on:
● the entity’s compliance with other applicable legal and
regulatory requirements, in particular the information
required by Article 8 of Regulation (EU) 2020/852 (green
taxonomy), the French duty of care law and anti-corruption
and tax avoidance legislation
● the fairness of the information required by Article 8 of
Regulation (EU) 2020/852 (green taxonomy)
● the compliance of products and services with the applicable
regulations.
Regulatory provisions and applicable
professional standards
The work described below was performed in accordance
with the provisions of articles A. 225-1 et seq. of the French
Commercial Code, as well as with the professional guidance
of the French Institute of Statutory Auditors (“CNCC”)
applicable to such engagements and with ISAE 30001.
Independence and quality control
Our independence is defined by the requirements of
article L. 822-11-3 of the French Commercial Code and
the French Code of Ethics (Code de déontologie) of our
profession. In addition, we have implemented a system
of quality control including documented policies and
procedures regarding compliance with applicable legal
and regulatory requirements, the ethical requirements and
French professional guidance.
Means and resources
Our verification work mobilized the skills of seven people
and took place between November 2022 and March 2023
on a total duration of intervention of about fourteen weeks.
We involved our specialists in sustainable development and
social responsibility to assist us in carrying out our work. We
conducted seven interviews with the persons responsible
for the preparation of the Statement including in particular
CSR, quality, Risk Management, Compliance and internal
controls, Purchasing and HR.
Nature and scope of the work
We planned and performed our work taking into account
the risks of material misstatement of the Information.
In our opinion, the procedures we have performed in the
exercise of our professional judgement enable us to provide
a limited level of assurance:
● we obtained an understanding of all the consolidated
entities’ activities and the description of the principal
risks associated;
● we assessed the suitability of the criteria of the Guidelines
with respect to their relevance, completeness, reliability,
neutrality and understandability, with due consideration
of industry best practices, where appropriate;
(1)
ISAE 3000 - Assurance engagements other than audits or reviews of historical financial information
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CHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
● we verified that the Statement includes each category of
social and environmental information set out in article
L. 225 102 1 III of the French Commercial Code as well
as compliance with human rights and anti-corruption
and tax avoidance legislation;
● we verified that the Statement provides the information
required under article R. 225-105 II of the French
Commercial Code, where relevant with respect to
the principal risks, and includes, where applicable, an
explanation for the absence of the information required
under article L. 225-102-1 III, paragraph 2 of the French
Commercial Code;
● we verified that the Statement presents the business
model and a description of principal risks associated with
all the consolidated entities’ activities, including where
relevant and proportionate, the risks associated with their
business relationships, their products or services, as well
as their policies, measures and the outcomes thereof,
including key performance indicators associated to the
principal risks;
● we referred to documentary sources and conducted
interviews to:
- assess the process used to identify and confirm the
principal risks as well as the consistency of the outcomes,
including the key performance indicators used, with
respect to the principal risks and the policies presented,
and
- corroborate the qualitative information (measures and
outcomes) that we considered to be the most important
presented in Appendix 1; concerning certain risks (anti-
corruption, anti-deforestation), our work was carried out
on the consolidating entity, for the others risks, our work
was carried out on the consolidating entity and on a
selection of entities: Cdiscount (France) and Grupo Éxito
(Colombia) on category 1 of scope 3 (category “Purchasing
of goods and services” as defined by the GHG Protocol),
Grupo Éxito (Colombia) and Distribution Casino France
(France) for all remaining risks and indicators;
● we verified that the Statement covers the scope of
consolidation, i.e. all the consolidated entities in accordance
with article L. 233-16 of the French Commercial Code
within the limitations set out in the Statement;
● we obtained an understanding of internal control and
risk management procedures the entity has put in place
and assessed the data collection process to ensure the
completeness and fairness of the Information;
● for the key performance indicators and other quantitative
outcomes that we considered to be the most important
presented in Appendix 1, we implemented:
- analytical procedures to verify the proper consolidation
of the data collected and the consistency of any changes
in those data;
- tests of details, using sampling techniques, in order
to verify the proper application of the definitions and
procedures and reconcile the data with the supporting
documents. This work was carried out on a selection of
contributing entities and covers between 23% and 37%
of the consolidated data relating to the key performance
indicators and outcomes selected for these tests (23%
of GES emissions scope 3 category 1 of year 2021, 26%
of GES scope 2, 29% of GES scope, 29% workforce, 37%
electricity consumption for year 2022);
● we assessed the overall consistency of the Statement
based on our knowledge of all the consolidated entities.
We believe that the work carried out, based on our
professional judgement, is sufficient to provide a basis
for our limited assurance conclusion; a higher level of
assurance would have required us to carry out more
extensive procedures.
Paris-La Défense, 20 March 2023
French original signed by:
Independent third party
EY & Associés
Eric Mugnier
Partner, Sustainable Development
348
Appendix 1 : The most important information
Social Information
Quantitative information (including key performance
indicators)
Qualitative Information (actions or results)
Share of women among managers (%)
The fight against discrimination and stereotypes.
Share of employees with disabilities
Environmental information
Quantitative information (including key performance
indicators)
Greenhouse gas emissions in absolute value :
scope 1 and 2 (teqCO2)
Greenhouse gas emissions related to refrigerants
per square meter of sales area (KgeqCO2/m²)
Greenhouse gas emissions related to electricity
consumption per square meter of sales area
(KgeqCO2/m²)
Greenhouse gas emissions for the category
“Purchasing of goods and services” of scope 3
(as defined by the GHG Protocol) (data from
reporting closed on 31 December 2021)
Societal Information
Quantitative information (including key performance
indicators)
Number of recalls (food products) (France scope).
Number of recalls (food products of own-brand products)
(France scope).
% of recalls on own-brand products (France scope).
Number of environmental audits carried out in plants
involved in the production of own-brand products
for the group.
Number of suppliers for national brand products
(suppliers of beef with slaughterhouse) (Brazil scope).
% of theses suppliers who adhere to the new policy
(Brazil scope).
% of these suppliers who have put in place a system
of control by geo-monitoring (Brazil scope).
Number of social audits carried out in plants involved
in the production of own-brand products for the group.
Number of proven cases of corruption.
Actions to promote the integration and retention
of disabled workers.
Actions in favor of intergenerational diversity.
Actions in favor of professional equality between women
and men.
Qualitative Information (actions or results)
The low-carbon strategy based in particular on reducing
emissions related to refrigerants (preventive maintenance
of existing facilities, increasing the proportion of fluids
with low global warming potential, gradual replacement
of refrigeration equipment).
Qualitative Information (actions or results)
The quality management system (dedicated organization
and experts, IFS standard, regular audits, quality analyses,
traceability, recall and crisis management procedures
and tools).
The product withdrawal policy.
Social, human and environmental risk assessment
of suppliers and supply chains.
The control and improvement process for suppliers
of own-brand products located in countries at risk.
Commitment to the fight against corruption (Group
Ethics Committee, Code of Ethics and Business Conduct,
mapping of corruption risks, network of ethics officers,
training and awareness-raising on the Group’s ethics
and anti-corruption policy).
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CHAPTER 4 > RISKS AND CONTROL
CHAPTER 4
CHAPTER 2
Risks
Financial and
and control
accounting
information
4.1. Internal control and risk management ............ 352
4.2. Internal control over accounting
and financial information ............................................363
4.3. Main risk factors ...................................................................366
4.4. Insurance – risk cover ...................................................... 390
4.5. Safeguard proceedings at the Group’s
parent companies – Potential conflicts
of interest between the Group’s
lead shareholder and other investors................. 392
4.6. Speculative attacks on the share
price and investigations ................................................394
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CHAPTER 4 > RISKS AND CONTROL
4.1. INTERNAL CONTROL
AND RISK MANAGEMENT
4.1.1. ORGANISATION OF AND GENERAL APPROACH TO INTERNAL
CONTROL AND RISK MANAGEMENT
4.1.1.1. Standards
4.1.1.2. Scope
The Group’s internal control and risk management system
is based on the internal control and risk management
framework published by France’s securities regulator, the
Autorité des marchés financiers (the “AMF Framework”).
The system’s organisation and procedures comply with
the general principles described in the AMF Framework,
the related internal control and risk management
guidelines published in January 2007 and the updated
risk management guidelines dated July 2010.
This chapter has been prepared based on interviews, reviews
of audit reports and responses to AMF questionnaires and
internal questionnaires designed to identify all components
of the Group’s internal control and risk management system.
The Group’s risk management and internal control systems
as described below are those applicable to the parent
company and to its controlled subsidiaries within the
meaning of Article L. 233-1 of the French Commercial
Code (Code de commerce).
The Group’s five listed subsidiaries, Intexa in France and GPA,
Sendas, Éxito and Cnova outside France, are also subject to
various internal control and risk management obligations.
The Companhia Brasileira de Distribuçao (GPA) and Sendas
groups are listed on the NYSE and are therefore required
to comply with the Sarbanes-Oxley Act.
352
4.1.1.3. Parties involved in risk management and internal control
Senior Management
Executive Committee
Operating Managers
Board of Directors
Audit Committee
Governance and Social Responsibility Committee
3rd line of control
Internal Audit
department
Performs regular audits of risk
management and internal
control systems through
internal assessments covering
operational, accounting and
financial, and compliance risks
and procedures, in accordance
with the annual internal
audit plan.
Reports annually to the Audit
Committee and the Governance
and Social Responsibility
Committee on the results
of its work.
1st line of control
2nd line of control
All employees
Implement internal control day
after day.
Operating management
Performs appropriate controls
on the processes/activities under
its responsibility and reports all
necessary information to the
second line of control.
Business units’
Management
Committees
Responsible for establishing
and overseeing the system
of internal control over the
activities under their
responsibility.
Also responsible for identifying
each year their top ten major
risks, as well as their top five
major CSR risks, assessing the
extent to which they are
controlled and defining action
plans to manage the risks.
Group Risks and Compliance department,
including the Internal Control department
Coordinates the preparation and implementation of internal
control and risk management systems.
Promotes, distributes and oversees compliance with the Group’s
Code of Ethics and Conduct, with the support of the Ethics
Officer and the network of compliance officers.
Reports annually to the Audit Committee and the Governance
and Social Responsibility Committee on the results of its work.
CSR department
Participates in identifying and assessing the Group’s main CSR
risks and opportunities through the risk mapping process and
materiality analyses.
Prepares the duty of care risk map used to identify the business
units’ highest risk suppliers and participates in meetings of the
Duty of Care Committee.
Reports to the Governance and Social Responsibility Committee
on the results of its work.
Group Insurance department
Contributes to identifying and assessing operational risks and
transferring them to the insurance market.
Group Legal department
Ensures that the Group’s operations comply with the applicable
laws and regulations. Ensures, with the Group Risks and
Compliance department and the relevant business unit
departments, that risks related to laws and regulations are
identified and that the associated controls are properly applied.
Group Information Systems Security department
Regularly assesses each unit’s information systems security,
ensures that action plans have been drawn up to address
areas for improvement and leverages synergies between
information systems security departments to ensure
a consistent level of security across all units.
Reports annually to the Audit Committee on the results
of its work.
Specialised committees
Group Ethics Committee
Risk Prevention Committee
Data Compliance Committee
Duty of Care Committee
Senior Management, via the Executive Committee, is
responsible for defining, designing and implementing the
risk management and internal control system.
The Board of Directors of Casino, Guichard-Perrachon (the
“Company”) is informed of the main characteristics of the
risk management and internal control systems. It has set
up an Audit Committee, whose composition, role and work
in 2022 are described in the Board of Directors’ corporate
governance report (see Chapter 5 – Corporate Governance
Report, section 5.5.3 “Activity of the Board Committees”).
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CHAPTER 4 > RISKS AND CONTROL
Under the responsibility of the Board of Directors, the Audit
Committee’s primary role is to supervise the preparation
and control of accounting and financial information, which
includes obtaining assurance about the effectiveness of the
internal control and risk management systems. It periodically
reviews internal control procedures and, more generally,
audit procedures. It reviews all facts or events that could
have a significant impact on the position of the Company
or its subsidiaries in terms of commitments and/or risks.
The Committee is also responsible for checking that the
Group has the appropriate resources and structures to
identify, detect and prevent risks, errors or irregularities
in the management of its business. As such, it maintains
continuous oversight of the risk management and internal
control system.
Concerning non-financial information, another Committee
of the Board – the Governance and Social Responsibility
Committee – works with the Audit Committee to ensure
that procedures are in place to identify and manage the
main ethical and corporate social responsibility (CSR) risks
and to verify compliance with the laws and regulations
applicable in these areas.
The roles and responsibilities of the Audit Committee and
the Governance and Social Responsibility Committee,
including the limits thereon, are described in the Board
of Directors’ internal rules and the Committees’ charters.
The Boards of Directors of most of the Group’s listed
subsidiaries have set up Audit Committees or an equivalent
structure to assist them in these areas and play a key role in
monitoring the effectiveness of the Group’s internal control
and risk management system.
The Group Risks and Compliance department is structured
into three main functions:
● Risks and Compliance unit, whose role is to:
1. help Casino Group entities, in France and abroad,
identify and monitor risks;
2. create and update risk maps; and
3. ensure that the Group’s internal systems and policies
comply with the applicable regulations.
● Internal Control unit, whose role is to:
1. oversee the implementation of a common internal
control system across the Group aimed at (i) identifying
key controls in response to identified risks and (ii)
launching internal control self-assessment programmes
within the Group’s business units;
2. ensure that internal control weaknesses identified by
internal or external players in the course of their work
are addressed by action plans and that implementation
of these plans is monitored; and
3. establish and lead a process for identifying and
analysing instances of fraud, and improving efficiency
in the detection and prevention systems set up in the
Group’s business units.
● Anti-corruption/Sapin II unit, whose role is to continue
implementing and coordinating measures related to
Sapin II requirements.
Within the Group, each business unit is responsible for
defining and implementing its own internal control and risk
management system and the Group Risks and Compliance
department works with the local teams responsible for
these areas.
The Group Risks and Compliance department also deploys
initiatives to raise awareness of the risks of fraud and
corruption, encouraging executives of each business unit
to continuously strengthen the management of these risks.
The Group Legal department consolidates, shares
and disseminates best practices among the Group’s
business units, primarily through the work of specialised,
cross-functional legal functions. The legal team is responsible
for advising the business units and ensuring that they comply
with the laws and regulations applicable to them. To do this,
it prepares and circulates opinions, standard procedures and
memos on the Group’s legal and regulatory obligations, in
line with the best practices defined at Group level.
In each consolidated entity, specialised legal departments
monitor regulatory developments under the supervision
of the Group General Counsel, and may be assisted by
external firms, in order to ensure that the entity complies
with applicable laws and regulations. Monitoring changes
in employment law is the responsibility of the Human
Resources department and its dedicated employment law
shared service centre. The business units’ legal departments
report to the Group Legal department on their unit’s legal
risks.
Training programmes for managers and/or operations teams
on current issues or specific points are regularly organised
by the legal teams, with the assistance of external experts
if necessary.
The Group Legal department works closely with the
Risks and Compliance Department, the Risk Prevention
Committee and the Internal Control department to develop
and implement action plans to raise awareness about legal
risks among the Group’s operational and support teams. It
also circulates key notes and procedures, provides training
and communicates alerts to employees.
354
The Group Insurance department contributes to identifying
and assessing operational risks and transferring them to
the insurance market. It also helps to promote the risk
management culture and process by:
● providing input for the risk mapping process and overseeing
the implementation of action plans;
● participating in reviews of the Group’s contracts, business
developments and new business ventures;
● contributing to the quality and risk prevention process
launched several years ago and covering both private-label
and other products (see section 4.3 “Main risk factors”,
section 4.3.3. “Food safety”, and Chapter 3 Corporate Social
Responsibility (CSR) and Non-Financial Statement (NFS));
● organising regular risk prevention audits by the insurance
companies’ engineers at the largest (or most strategic) sites,
including hypermarkets, shopping centres, warehouses
and headquarters;
● reviewing the engineers’ findings and monitoring
implementation of the related action plans with the
departments concerned;
● managing and analysing insurance claims reported by
Group entities, with the insurance brokers and companies
and the legal teams;
The Risk Prevention Committee participates in the
Group-wide risk management process and ensures that a
consistent overall process is in place to prevent risks that
could have a major impact on the implementation of the
Group’s strategy, the achievement of its objectives or, more
generally, its continuity. Any specific problems identified
by the Committee are reported to Senior Management.
The Committee meets as and when needed and includes
representatives of the Executive Committee, the corporate
departments concerned (Legal, Human Resources, Finance,
Internal Audit and Internal Control) and operational divisions
(Hypermarkets, Supermarkets, Convenience, Supply Chain,
Group Purchasing, Property Development), as appropriate.
The Data Compliance Committee, which meets regularly,
i.e., several times a year, verifies compliance with personal
data protection rules and discusses all of the issues relating
to ensuring compliance with the General Data Protection
Regulation (GDPR) and with the French Data Protection
Law, in conjunction with the Data Protection Officer (DPO)
and Group management, so that practices are harmonised.
Any specific problems identified by the Committee are
reported to Senior Management.
The main tasks of the Duty of Care Committee are to:
● helping to manage any crises and/or major incidents.
● ensure compliance with the French law on the Duty of
The Group Information Systems Security department
coordinates systems security initiatives. Regular security
assessments are performed in each business unit and action
plans are drawn up as part of the continuous improvement
process. The department analyses the subsidiaries’ systems
security projects to ensure that they effectively address
current threats and are appropriate considering the systems’
maturity. These issues are addressed by leveraging synergies
between the various systems security teams to optimise
the choice of topics, share information in order to achieve
greater agility, and coordinate initiatives in order to ensure
a consistent level of security across the Group.
The Group Internal Audit department and the business units’
Internal Audit departments regularly review the effectiveness
of the risk management and internal control system during
their internal control assessments and contribute to its
monitoring (see section 4.1.3.5 for more information about
the Internal Audit department’s monitoring activities).
Care of Parent Companies and Ordering Parties;
● define the risk mapping methodology and effectively
map the risks involved in the operations of the Group
and its suppliers;
● analyse the findings of the risk mapping exercise;
● ensure that there are action plans to mitigate risks and
prevent serious violations or harm, that they are properly
applied, and that their effectiveness is assessed;
● ensure that an alert mechanism is in place to report
potential violations.(1)
The Duty of Care Committee meets regularly, i.e., every
quarter. Its members include the Secretary of the Board
of Directors, the Group General Secretary, the Director of
Production, Innovation, Quality and Mediation at the AMC
purchasing hub, the Group Risk and Compliance Director,
the CSR Director, the Group Insurance Director and the
Group Internal Control Director.
(1) For more details, please refer to section 3.5.3.4 “Duty of care plan” in Chapter 3 Corporate Social Responsibility (CSR) and Non-Financial
Statement (NFS).
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The Group Ethics Committee, which was formed on the
initiative of Casino Group Senior Management, is responsible
for overseeing the ethics system and making sure that the
system is taken into account in local management decisions.
Its main role is to:
● set out the framework of the ethics system and associated
procedures;
● promote the presentation, understanding and
implementation of the Group’s ethics system, particularly
in the fight against corruption;
● oversee the establishment of the network of ethics officers
within the Group;
● ensure that the operating business units implement
training and awareness initiatives;
● ensure the effective implementation of preventive measures
adapted to the types of incidents that may be identified
by the operating units and corporate departments.
With the support of the Group Risks and Compliance
department and the Group Ethics Officer along with
the assessments carried out by the Group Internal Audit
department, the Committee oversees the effectiveness of
the ethics systems set up by and under the responsibility
of the business units’ senior management. The network of
ethics officers appointed by the business units and led by
the Group Ethics Officer and the ethics committees set
up by the subsidiaries outside France all contribute to the
ethics governance mechanisms.
Lastly, a crisis management process has been set up to
manage crises affecting employees, consumers, the Group’s
image and its assets. The process involves representatives
of Senior Management, the Chairman and Chief Executive
Officer, when necessary, and the Group General Secretary
as well as internal staff (heads of the branches, business
lines, or units concerned, and the External Relations, Quality,
Communication, Legal and Insurance departments) or
external experts (specialists, lawyers, etc.) as needed to deal
effectively with the crisis.
The process is improved continuously based on actual
experience, with the aim not only of better managing
crisis situations but also of pre-empting them by setting up
intelligence systems covering the various crisis factors the
Group might need to address. Periodic training is organised
involving the main parties that deal with crisis management.
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4.1.2. GENERAL RISK MANAGEMENT PRINCIPLES
4.1.2.1. Defi nition of risk management
4.1.2.2. Objectives
The risk management system encompasses a set of
resources, behaviours, procedures and actions adapted to
the Group’s specific characteristics that enables executives
to effectively detect and keep risks at acceptable levels
for the Group if not eliminate them altogether. Taking
advantage of opportunities and developing the business
in an inherently uncertain environment necessarily involves
a certain amount of risk-taking.
Employees, managers and department heads are
responsible for ensuring that risk management and internal
control systems operate efficiently while continuously
seeking to improve them.
4.1.2.3. Risk management process
The key objectives of risk management are to help:
● create and preserve the Group’s value, assets and reputation;
● secure decision-making processes and the processes that
help the Group meet its objectives;
● ensure that the Group’s actions are consistent with its
values;
● promote a shared vision of the main risks among all
employees.
Action plan
definition
and monitoring
4
Identification
of major risks
1
Risk
treatment
3
Risk analysis
and assessment
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Within Casino Group, risk management is decentralised
under the supervision of the parent company’s Senior
Management. The business units’ Management Committees
are responsible for identifying, analysing and dealing with
the main risks facing them.
1. Risk identification
The Group is faced with various types of risks such as
operational risks, CSR risks, legal risks and financial risks. The
main risks are described in section 4.3 “Main risk factors”.
Each year, major risks at the parent company level are
reviewed by a cross-functional working group made up of
representatives of the Group Finance, Internal Audit, Risks
and Compliance (including Internal Control), Insurance,
Legal, Information Systems Security, CSR and Human
Resources departments. At business unit level, each unit’s
Management Committee is asked to identify and assess
the ten risks considered the most significant in terms of
residual exposure, and to provide, for each one:
● an assessment of the inherent and residual risk, based
on the estimated impact and probability of occurrence;
● the main causes and consequences of each risk;
● recommending ways of addressing the risk in order to
improve internal control (with four options: conservation,
mitigation, transfer or avoidance – see below);
● formal action plans to reduce the level of residual risk.
The Group Risks and Compliance department has developed
methods and tools to assist the business units in identifying
their ten major risks. These include:
● a risk catalogue to facilitate the identification process
and ensure that all business units describe the same
risks in the same way. Business units may include in their
top ten any major risk that is not listed in the catalogue;
● criteria and rules for determining the probability of
occurrence and impact of the risks, so as to perform
assessments of both the inherent risk (before the effects
of any existing internal controls) and the residual risk.
For all business units, risk worksheets are used to manage
and track the implementation of action plans.
Since 2020, a specific CSR risk campaign has been in place
for French and international business units. These units are
required to identify and assess their five main CSR risks in
terms of the impact on the entity and on its stakeholders
(i.e., employees, suppliers, consumers/customers, local
communities, shareholders and investors). CSR risks are
also included in the aforementioned risk catalogue and
used as a tool to assist the business units in mapping their
major risks. For more detailed information, see Chapter 3
Corporate Social Responsibility (CSR) and Non-Financial
Statement (NFS).
2. Risk assessment
The risks identified by each business unit’s Management
Committee are analysed and quantified by the business
unit and the resulting map of major risks is used as the
basis for the Group Internal Control department’s work
and for preparing the annual audit plan implemented by
the Group Internal Audit department.
To help ensure the specified action plans are duly
implemented and monitor their implementation, each
major risk identified by the business units’ Management
Committees is placed under the responsibility of one of
the members of that Committee.
Risks are reviewed regularly during certain Group Internal
Audit assignments. The internal auditors evaluate them
independently according to their impact and likelihood of
occurrence, taking into account internal controls.
3. Risk management and
4. Definition of action plans
The control activities described below in section 4.3 “Main
risk factors” are intended to reduce the risks identified
by the Management of each business unit and at Group
level, and whose occurrence may prevent the Group from
achieving its objectives.
Depending on the chosen risk treatment, the business units
draw up action plans to reduce the risks.
The four possible ways in which risks can be treated include:
● risk mitigation: measures are taken to mitigate the
probability and/or impact of the risk; the Group Internal
Control department may be requested by the business
unit to implement necessary means to mitigate the risks;
● risk conservation: no additional measures are taken to
change the level of residual risk; the risk is accepted and
assumed by the business unit’s Management;
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● risk transfer: the probability of occurrence or impact of
the risk is reduced by transferring or sharing part of the
risk, for example on the insurance market;
● risk avoidance: the activities giving rise to the risk are
The Group Risks and Compliance department monitors
implementation of the action plans drawn up by the
business units to strengthen the effectiveness of their
internal control system for managing these risks.
abandoned.
The Group Internal Audit department assesses the
risks inherent in the business units’ activities and the
implementation of the associated internal controls, in
order to identify residual risks which may be potentially
material. Action plans are recommended to control these
residual risks. The internal auditors subsequently check
that these recommendations have been implemented
and the risks reduced.
Lastly, a crisis management process has been set up involving
representatives of Senior Management and internal staff
(heads of the branches, business lines, or units concerned,
and the External Relations, Quality, Communication, Legal
and Insurance departments) or external experts (specialists,
lawyers, etc.) as needed to deal effectively with the crisis.
Periodic drills are organised involving the main parties that
deal with crisis management.
4.1.3. GENERAL INTERNAL CONTROL PRINCIPLES
4.1.3.1. Defi nition of internal control
4.1.3.3.
Internal control environment
The internal control system is defined and implemented
under the responsibility of each business unit. This
organisation allows them to participate in controlling their
activities, while ensuring operational efficiency and efficient
use of resources. It also helps to ensure that the material
risks that may affect a business unit’s ability to achieve its
objectives are dealt with appropriately.
Because of its diverse business base and broad international
reach, the Group has adopted a decentralised structure that
takes better account of each business unit’s local features
and makes the decision-making process more efficient.
Each business unit has its own support functions, which work
in cooperation with the corresponding Group department.
4.1.3.2. Objectives
The AMF Framework states that internal control aims to
provide reasonable assurance concerning:
● compliance with laws and regulations;
● compliance with Senior Management instructions and
guidelines;
● efficient execution of processes, particularly for safeguarding
assets;
● the reliability of financial information.
However, as emphasised by the AMF Framework, no
matter how well-designed or well-applied, no internal
control system can provide absolute assurance that the
Group will achieve its objectives. All internal control
systems have inherent limitations, due notably to uncertain
external events, the exercise of human judgement and the
breakdowns that can occur because of human failures or
simple errors.
Setting and communicating objectives
Casino Group’s strategic and financial objectives are set by
the parent company’s Senior Management in a three-year
business plan that is reviewed every year. The first year of
the plan constitutes the annual budget.
The business plan process is led by the Strategic Planning
department, which is responsible for:
● coordinating preparation of the business units’ three-year
business plans and checking that they are consistent and
are aligned with the Group’s strategy;
● liaising with the business units’ Finance departments to
check that major cash inflows and outflows are balanced,
particularly capital expenditure, financial resource allocation
and debt management transactions;
● monitoring, with the Group Finance department and
its Budget Control unit, actual performance compared
to the business plan and updating the business plan to
take into account actual results;
● contributing, with the Executive Committee and the
business or support units concerned, to the preparation
of the main corrective action plans and monitoring their
implementation.
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Ethics and conduct
The Group’s Code of Ethics and Conduct, adopted in 2017,
is based on the values and commitments set out in the
Group’s Ethics Charter and defines the rules of conduct
that all members of personnel must abide by at all times in
their daily work. The Code specifically sets out the principles
and behaviour to adopt as regards bribery and corruption.
In accordance with the Sapin II Act of 9 December 2016
on transparency, anti-corruption and the modernisation
of the economy, the Group rolled out the Code to all of its
units in France, Asia and Africa.
It also set up an internal whistleblowing system and
created a network of Ethics Officers whose main role is to
answer employees’ questions about the Code of Ethics and
Conduct and to receive and deal with alerts raised under
the whistleblowing system. The system guarantees that the
whistleblower’s identity and the contents of the alert will
remain strictly confidential.
The Group continued and upgraded its training programmes
and initiatives to raise employee awareness about bribery
and corruption issues. All employees were informed about
these arrangements, including through notices displayed in
the various business premises and on intranets, and in an
explanatory document detailing the Group’s ethics policy
attached to their payslips.
Similar arrangements exist in the Group’s business units
in South America.
More detailed information on action taken by the Group
to prevent bribery and corruption can be found in section
3.4 of Chapter 3 Corporate Social Responsibility (CSR) and
Non-Financial Statement (NFS).
The Group Risks and Compliance department will monitor
the effectiveness of these systems in coordination with the
Group Internal Audit department.
Responsibilities and powers
■ 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 business units and
support functions are available on the Company’s intranet.
Compliance with the principle of segregation of duties is
also supervised by local or Group Internal Audit departments
as part of their work.
■ Delegation of powers and responsibility
The business units’ Legal and Human Resources departments
manage and supervise the process of delegating signature
powers and responsibilities in accordance with local law. The
Legal department is responsible for issuing guidelines for
delegations and defining their scope. The Human Resources
department implements and oversees application of these
guidelines.
Information systems
The Group has developed a target model based primarily
on two well-known management software suites available
on the market, one for administrative functions and the
other for sales functions. The model also encompasses IT
standards and governance frameworks to ensure that the
information systems are geared to the Group’s current and
future objectives. The dissemination of these best practices
also helps to enhance systems security (hardware and
software), data storage, secure access management and
business continuity.
Operating procedures and methods
Internal control procedures have been set up covering all
of the Group’s core business processes. These procedures
identify key controls and the principles to be applied. They
are published on the intranet sites and other documentary
databases of the various Group business units. They are
updated under the supervision of Group Internal Control,
including recently in connection with the development of
controls over the application of the Sapin II Act.
Dissemination of information
The Group’s information systems, intranet sites, databases
and other communication media are used not only to
communicate information but also to centralise and
circulate procedures applicable to the various activities.
The time frame for providing information is designed to give
the parties involved sufficient time to react appropriately.
A specific procedure sets out what to do in situations likely
to lead to a crisis at Group level. A reporting tool is used by
a number of business units for prompt reporting to Senior
Management.
All Group employees are bound by a duty of confidentiality
covering any information used in the course of their work.
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■ Insider trading prevention
The Company complies with the regulations on inside
information and with recommendations issued by the
stock market authorities regarding the management of
risks related to the possession, disclosure and use of inside
information.
An Insider Trading Policy was adopted in the first quarter of
2017 on the recommendation of the Governance and Social
Responsibility Committee. Its content, which is updated
regularly – most recently in March 2022 – is described in
the Board of Directors’ corporate governance report (see
Chapter 5 Corporate Governance Report, section 5.5.6 “Rules
of conduct – Conflicts of interest – Protection of minority
shareholders”). It sets out the applicable regulations and the
risk prevention measures implemented by the Company,
in particular the black-out periods prior to publication of
the Group’s results during which the relevant employees
may not trade in the Company’s shares. In accordance
with the Code’s provisions, an Insider Trading Committee
has been set up to spread information about and monitor
compliance with the Code.
4.1.3.4. Internal control activities
The internal control activities described below concern
the application of Senior Management’s instructions and
guidelines. Internal control activities addressing the main
operational, legal, financial and CSR risks are presented in
section 4.3 “Main risk factors” in this chapter.
Circulation of Senior Management
instructions and guidance
In France, the Chief Executives of the business units are
responsible for deploying the Group’s strategy, while
in the international business units, responsibility for
implementation lies with the Country Managers.
Monitoring compliance with management
instructions and guidance
A large number of key performance indicators are used to
monitor compliance with Senior Management instructions
and guidance, and to measure any deviations from its
objectives. The frequency of indicator reporting depends
on the type of information concerned. The accounting and
financial reporting systems are used to monitor performance
on a consolidated and business unit basis.
Senior Management receives a monthly management
report prepared by Group Budget Control, presenting the
key performance and management indicators, together with
consolidated financial indicators and financial indicators
for each business unit. It also includes comments on
performance compared to objectives and a report on the
status of the main action plans.
The business units’ management reporting packages are
all prepared according to a standard format based on
IFRS, so that they can easily be consolidated by Group
Budget Control. The consolidated reports produced by
Group Budget Control after analysing and reviewing the
individual packages are used to manage the business, and
also to analyse actual-to-budget and year-on-year variances.
The monthly reporting data provides a basis for monthly
business reviews conducted by Group Senior Management
with the business units’ Management. The reviews cover
sales, operational and financial performance and also
include a discussion of the action plans needed to meet
the main objectives set for the business. Group Budget
Control also submits regular reports to Senior Management
on its analysis work.
Monthly working capital and capital expenditure reviews are
organised between each business unit’s Finance department
and Group Budget Control.
The comprehensive management information reported to
Senior Management is used to track actual performance
against annual objectives and ensure that additional action
plans are decided on and implemented whenever necessary.
Group Budget Control may also provide support and
assistance to the business units by analysing their position
and making recommendations.
Business unit budgets are reviewed from time to time
during the course of each year and full-year targets may be
adjusted to take account of any developments specifically
affecting a given business unit.
The Strategic Planning department’s recommendations
concerning the business units’ investment and capital
spending projects in excess of a certain amount are
submitted for approval during weekly meetings with Senior
Management.
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4.1.3.5. Monitoring of internal control
Continuous monitoring
The risk management system is regularly monitored and
reviewed by the senior managers of each business unit,
who ensure the day-to-day supervision of its effective
implementation. The managers are notably responsible for
implementing corrective action plans and reporting any
significant deficiencies to the Group’s Senior Management.
This allows Senior Management to check that the system
matches business requirements and to take any required
remedial action.
Monitoring by Internal Audit
The Group Internal Audit department and the business
units’ Internal Audit departments regularly review the
effectiveness of the risk management and internal control
system during their internal control assessments and
contribute to its supervision.
The Group Internal Audit department assists Senior
Management and the various French and international
business units in fulfilling their responsibility for monitoring
the risk management and internal control systems. It
reports to the Company’s Audit Committee at least twice
a year on its activity and supervisory role and responds to
the Committee’s questions and requests.
The Group Internal Audit department helps the business
units to stay abreast of internal control best practices
developed within Casino Group or externally.
Group Internal Audit is supported by a central Internal Audit
team, as well as by local teams in France and in international
business units, which report to Group Internal Audit on a
dotted-line basis. These central and local teams represent
65 auditors.
The central team’s annual audit programme is prepared
by the Group Internal Audit department based on the
Group’s risk analysis, the principle of audit cycles for the
key business processes and any major issues identified by
the senior managers of the business units or departments
falling within the central team’s audit scope. This revisable
audit plan includes initial audit engagements and follow-up
assignments on the implementation of action plans and the
resolution of audit points. The follow-up assignments are
included in the audit plan based on an approach validated
by the Group Audit Committee.
The business units’ Internal Audit departments draw up
their own annual audit programmes, which are approved by
their Senior Management and, where applicable, reviewed
by their own Audit Committee, and subsequently sent to
the Group Internal Audit department. Certain assignments
are performed by the Internal Audit teams of the business
units with Group Internal Audit oversight and presentation
of the audit report to the Group Audit Committee.
The Group Internal Audit Charter, approved by the parent
company’s Audit Committee, describes the role and
responsibilities of the Group Internal Audit department in
accordance with the professional standards issued by the
Institute of Internal Auditors (IIA). The Charter has been
cascaded to the business units’ internal audit teams with
some adjustments.
All Group Internal Audit reports are sent to Group Senior
Management and the Company’s Audit Committee, as
specified in the Internal Audit Charter.
Monitoring by external auditors
The Statutor y Auditors are required to obtain an
understanding of the organisation and operation of the
Group’s internal control procedures and to present their
observations. In addition, the Statutory Auditors have
regular discussions with Group Internal Audit, Group Risks
and Compliance, the local Finance departments and the
Group Finance department. They report on their work to
the Company’s Audit Committee.
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4.2. INTERNAL CONTROL OVER ACCOUNTING
AND FINANCIAL INFORMATION
4.2.1. OBJECTIVES
Internal control over accounting and financial information
aims to provide reasonable assurance regarding:
● the reliability of the published financial statements and
the other information disclosed to the markets;
● the compliance of published accounting and financial
● the prevention and detection of fraud and accounting
information with the applicable standards;
and financial irregularities to the extent possible.
● compliance with Senior Management instructions and
guidelines concerning accounting and financial information;
● the reliability of information circulated and used internally
for management or control purposes that contributes to
the preparation of published accounting and financial
information;
The scope of internal control over accounting and financial
information described below covers the parent company
and all companies included in its consolidated financial
statements.
4.2.2. MONITORING THE FINANCIAL REPORTING PROCESS
General organisation
Each business unit has its own Accounting and Finance
departments to ensure that local requirements and
obligations are fully taken into account. The Group
encourages business units to organise their accounting
and finance function by process, which helps ensure more
consistent accounting treatments, better segregation of
duties, implementation of controls and compliance with
procedures.
The Group-level Accounting, Budget Control and Corporate
Finance departments monitor and oversee the local
departments. They also consolidate data reported by the
business units and produce the accounting and financial
information published by the Group.
A hard close is performed by the Group Accounting
department at the end of May and the end of October. This
process enables the Group to identify, as far as possible,
potentially sensitive issues for the half-year and annual
closings, and is reviewed by the Statutory Auditors.
Each year, the subsidiaries’ Chief Executive Officers and
Chief Financial Officers jointly sign representation letters
attesting to the accuracy of their company’s accounting and
financial information and the existence of an appropriate
system of internal control.
The Audit Committee reviews the annual and interim
financial statements and the Statutory Auditors’ conclusions
in order to form an opinion as to whether the financial
statements should be approved for publication by the
Board of Directors.
For this purpose, it makes enquiries about the process
for preparing accounting and financial information and
obtains assurance that:
● the appropriate control procedures have been applied
through its review of the internal auditors’ work;
● the account closing process went smoothly;
● the main accounting options selected for the preparation of
accounting and financial information and for the application
of new standards are appropriate; and
● the Statutory Auditors have completed their work.
Application and control of accounting
and tax policies
The system aims to ensure that local accounting standards
comply with regulations and that they are available to
everyone involved in the preparation of accounting and
financial information.
As part of the consolidation process, each Group entity
transmits to the Group Accounting and Budget Control
departments the IFRS-compliant accounting data, in
particular with regard to their income statement, statement
of financial position, statement of cash flows, statement of
changes in equity and various key performance indicators.
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The Group Accounting and Budget Control departments
have prepared and distributed a “Financial Reporting Guide”
designed to ensure the production of reliable and consistent
information. The guide describes Group accounting policies
and consolidation principles, adjustments and entries, as well
as management accounting principles and the accounting
treatment of complex transactions. Where appropriate, it is
added to or amended in the event of a significant change
in regulations, and is sent to and regularly discussed with
all users of the Group’s financial reporting system. The
Group’s Reporting department provides subsidiaries with
a guide for inputting consolidated reporting packages in
French and English, and each month circulates instructions
regarding any new aspects of the forthcoming accounts
closing and/or changes in reporting, standards or procedures,
in conjunction with the Group’s Accounting Standards
department.
A system to monitor developments in accounting regulations
and standards helps to ensure early identification of changes
that may affect the Group’s IFRS-based accounting policies.
As regards taxation, validation audits are performed on the
Group’s taxable results and major transactions for the year
are analysed from a tax perspective with the assistance of
the Group Tax department and external advisors, where
applicable. Lastly, information meetings are organised and
procedure memos are issued by the Group Tax department
to communicate details of any new tax laws, regulations
or legal precedent.
Tools
Each business unit uses the tools required to process and
prepare accounting and financial information in compliance
with the segregation of duties principle.
Accounting and financial information prepared in
accordance with IFRS and restated based on Group
consolidation policies is reported by the business units
to the Group using a single consolidation and financial
reporting system, which offers a user identification feature,
better remote access authentication, improved security
and evolvability.
The reporting system is administered by a specialised unit.
4.2.3. PROCESS FOR THE PREPARATION OF ACCOUNTING
AND FINANCIAL INFORMATION
Identifi cation of risks affecting
the preparation of published accounting
and fi nancial information
Control activities to ensure the reliability
of published accounting and fi nancial
information
Management of each business unit is responsible for
identifying risks affecting the preparation of published
accounting and financial information. Upstream tasks and
tasks associated with the production and closing of the
accounts are segregated to prevent fraud and accounting
and financial irregularities. Controls are performed at the
appropriate level taking into account the degree of risk.
An accounting standards team makes sure that standards
are complied with and any developments in standards are
duly taken into account.
Preparation and consolidation of accounting
and financial information
The processes for preparing and closing the accounts
are organised with the aim of ensuring that published
accounting and financial information is of a high quality. A
hard close is performed, based on estimates. This process
allows the accounting treatment of complex transactions
to be determined in advance and also reduces the year-end
workload so that financial information can be published
within a short timeframe without sacrificing data quality
or reliability.
364
Most of the consolidation adjustments are recorded by
the business units based on consolidation instructions
issued by the Group Accounting Standards department.
The Group Accounting department, which is responsible
for keeping track of accounting developments, has set up
regular discussions with subsidiaries, and, where needed,
training programmes to assist business units in using the
reporting system and the Financial Reporting Guide, so as
to guarantee the quality of reported data and the reliability
of financial and accounting information.
Data consistency is assured through programmed controls
covering both local and consolidated data.
Based on work carried out by the Group Legal department in
particular, the Group Accounting department continuously
monitors changes in the shareholder structure and voting
rights of subsidiaries and associates. It is responsible for
ensuring that changes in the scope of consolidation or in
consolidation methods are duly applied.
As required by law, the Group has two Statutory Auditors.
The current auditors were appointed in 2022 (Deloitte &
Associés were reappointed at that date). Their network of
local accounting firms may also be involved in auditing the
accounting information reported by the Group’s subsidiaries,
including consolidation adjustments. Their procedures
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 results of
operations for the year and the financial position and net
assets at the year-end.
The Accounting department acts as the interface with
the external auditors of the Group business units. The
Group’s Statutory Auditors are appointed according to a
process initiated and overseen by the Audit Committee,
in accordance with Afep-Medef Code recommendations
and the new European regulations (Regulation (EU)
No. 537/2014 and Directive 2014/56/EU) applicable since
17 June 2016.
Management of external financial reporting
The Group 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 Budget Control units prior to publication.
The legal and accounting units also contribute to producing
the Universal Registration Document and the 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. Sales and
earnings news releases are submitted to the Statutory
Auditors for review and comment.
Financial information is disclosed to the markets through
the following communication channels:
● financial and other media releases;
● conference calls for quarterly releases of sales figures;
● in-person or remote annual and interim results presentations;
● roadshows, conferences, meetings and conference calls
with financial analysts and investors, in France and abroad;
● Annual General Meetings;
● Universal Registration Documents and Annual and
Corporate Social Responsibility Reports;
● the Group’s corporate website.
Group Investor Relations is also involved in checking and
setting the publication dates for the financial information
prepared by listed subsidiaries and ensures consistency
between the various media used by the Group.
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4.3. MAIN RISK FACTORS
The main risk factors presented below in the Group risk
matrix were identified using the major risk mapping
methodology presented in section 4.1. The risk matrix
below classifies the main risks to which the Group is
exposed according to their potential impact and likelihood
of occurrence. It reflects the Group’s assessment of the net
risk, i.e., taking into account internal controls put in place
to mitigate either the impact or likelihood of occurrence
of the risk in question, or both.
Risks are divided into four main categories:
● Operational risks
● Financial risks
● Corporate social responsibility (CSR) risks
● Legal and regulatory risks
As for the three previous years, Covid-19 risk has been
included in “business disruption/interruption risks” and
“economic risks”. It is not recorded as a specific risk.
The Group is not directly exposed to the situation in Ukraine,
as it has no retail activities in Ukraine, Russia or Belarus.
Major risk map
Liquidity risks
Legal and regulatory
compliance risks
Economic and
political risks
Business disruption/
interruption risks
Competitive environment
Risks of supplier, customer
or
partner default
Risks related
to reputation
and brand value
Food safety
Climate change
Information
systems and
cybersecurity risks
Attracting and
retaining talent
Risks related
to franchise
operations
Consumer
expectations
Financial risks
CSR risks
Legal and
regulatory risks
Operational risks
Likelihood
Region
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Major risk classification
Operational risks
Economic and political risks ◆
Competitive environment ◆
Information systems and cybersecurity risks ◆
Business disruption/interruption ◆
Attracting and retaining talent
Risks related to franchise operations
Risks related to consumer expectations
Risks related to reputation and brand value
Financial risks
Liquidity risks ◆
Supplier, customer or partner default
CSR risks
Food safety
Climate change
Legal and regulatory risks
Legal and regulatory compliance risks ◆
◆ Risks considered the most material.
page 368
page 370
page 371
page 372
page 374
page 375
page 377
page 379
page 381
page 383
page 384
page 386
page 388
The Group’s main risk factors are organised into four broad categories. The most significant risks in each category are
presented first.
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CHAPTER 4 > RISKS AND CONTROL
4.3.1. OPERATIONAL RISKS
I. Economic and political risks
Description of the risk
Potential impacts on the Group
The Group’s sales, trading profit and cash flow are
strongly correlated with household expenditure, which
is influenced by economic cycles (rates of unemployment,
demographic growth, revitalisation programmes, inflation/
deflation, disposable income, VAT increases and interest
rates),the availability of consumer credit, and consumers’
perception of the global economic environment and their
own economic prospects. In particular, inflation could
affect purchasing power, consumption patterns and
consumer spending in varying degrees, depending on
measures taken by public authorities (stimulus plans, price
shields, interest rate rises, etc.). Rising energy costs are the
main factor underlying current inflationary pressures.
The Group does most of its business in France and
in a small number of Latin American countries,
which increases its exposure to the adverse
macroeconomic conditions that may affect these
countries. At 31 December 2022, 74% of the Group’s stores
were located in France. Accordingly, any deterioration
in the French or European economy could have
a significant impact on the Group’s trading, as well
as on its operating performance and the financial
conditions it is able to obtain.
Current geopolitical tensions caused by the war in Ukraine
could continue to drive up the cost of raw materials,
and particularly agricultural products. There are many
unknowns in this regard, including the duration and
impact of the conflict in Ukraine, the consequences and
duration of the energy shock on transport costs, and the
impact of these factors across the supply chain.
In France, the effects of exchange rate fluctuations
(rise of the dollar against the euro) could have an
unfavourable impact on the Group.
Traditionally, Latin American economies have been
subject to sharp fluctuations in business volumes,
as illustrated for example by the economic downturn
in Brazil in 2015 and 2016 and its near-recession in 2019,
or by the hyperinflationary economy in Argentina.
A global economic downturn concerning all of the
countries in which the Group operates could have
a negative impact on customer confidence and on their
demand for “non-essential” products. A global economic
downturn can also drive down sales of food and other
essential products.
The prevailing uncertainty as to the post-pandemic
economic recovery and current inflationary pressures
impact purchasing power and consumer spending
in varying degrees, depending on the nature of the
stimulus measures in place.
Rising energy costs are the main factor underlying
the current inflationary environment and could impact
the Group in two ways. Firstly, energy cost inflation could
have an indirect impact by making it more expensive
to produce and transport goods. These higher costs are
then passed on by the Group’s suppliers to the prices for
those goods. Secondly, and more directly, the Group is
impacted on account of the energy it purchases to cover
its needs in terms of electricity (lighting of stores, heating)
and cooling (refrigeration in stores).
The war in Ukraine could keep energy and raw material
costs high over a prolonged period, and could also lead
to shortages of goods and raw materials and higher
transport costs for imported goods. None of these factors
are within the Group’s control.
To conclude, adverse economic conditions or an uncertain
economic or political outlook on one or more of the
markets in which the Group operates could have an
adverse impact on net sales, growth and profitability,
and could significantly affect the Group’s business,
financial position, earnings or ability to implement
strategic decisions.
368
Risk management (control and mitigation)
The Group has taken steps to limit and reduce its sensitivity to economic risks at several levels:
§ A purchasing alliance (AUXO) has been set up with Intermarché for food and non-food products. Goods not for
resale have also been covered by the alliance since April 2022, and private-label brands as from 2023. This alliance
should reduce the impact of inflation on the Group’s business positioning and financial performance.
§ The risk of further increases in energy costs for the Group’s electricity and gas supplies has been hedged through the
supply contract negotiated for 2023 with TSI (a GreenYellow subsidiary). As a result, uncertainties as to the Group’s
2023 energy bill are now limited to some specific costs such as those resulting from the French State’s power
capacity mechanism for next winter.
§ Cost control measures have been rolled out, including:
- energy saving plans at the level of the different banners (in connection with the goals outlined by retail association
Perifem);
- a continuous process (in place since 2018) to improve profitability through the implementation of cost savings
and efficiency plans in all BUs, with €280 million in savings targeted by the end of 2023;
- a portion of the rise in costs (transport, energy, goods and raw materials) passed on to sales prices.
§ An AMC unit to secure scarce goods has been put in place in order to build up strategic reserve stocks in the
banners’ warehouses.
§ Omni-channel distribution is being developed, involving a broad spectrum of both digital and bricks-and-mortar
formats, from hypermarkets and supermarkets to convenience stores, wholesalers and e-commerce.
§ Growth in buoyant formats is being stepped up, with 4,000 new convenience stores to be opened by 2026.
§ A mature asset divestment strategy has been rolled out to help reduce the Group’s debt and limit its exposure
to the risk of rising interest rates.
§ Business has been diversified by developing new data-based activities (Infinity, RelevanC, ScaleMax, etc.) and
enhancing the value of Group assets (self-storage repurposing) and digital assets (metaverse, NFT platforms, etc.).
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CHAPTER 4 > RISKS AND CONTROL
II. Competitive environment
Description of the risk
Potential impacts on the Group
The Group’s stores and e-commerce sites are exposed
to fierce competition and operate in constantly evolving
markets.
Competition is particularly intense in the mature
French market. Outside France, where the Group has
leadership positions in most of its markets (e.g., Brazil
and Colombia), it faces competition from international
and local retailers seeking to strengthen their positions.
Competition generally concerns store location, product
quality, services, pricing, product range, brand reputation
and store condition. In particular, the current inflationary
environment is exacerbating price competition for basic
necessities.
The Group’s ability to adjust its retail models to customer
expectations is also a major issue, given the structural
changes in consumer trends.
Risk management (control and mitigation)
Besides promotional campaigns and loyalty programmes,
the Group’s response to the performance of competitors
and to changes in their pricing strategies, promotional
initiatives, product mix and other business strategies may
lead it to cut its prices which, depending on the resulting
impact on volumes, could lead to reduced margins.
Current inflationary pressures along with rising transport,
packaging and energy costs are exacerbating these
potential impacts.
Shortages of goods and raw materials due to Covid
or inflation (regardless of whether this is driven by the
crisis in Eastern Europe) can also intensify competition
over product availability and drive up product prices.
The Group expects competition on e-commerce channels
to intensify, which may put downward pressure on prices
and lead to a loss in market share.
In the short term, the competitive environment and related developments are monitored and taken into account
for each country and banner, mainly through efficient pricing management and promotional and customer
loyalty initiatives. Over the medium term, the Group monitors all of its formats and banners and looks to identify
opportunities to develop its multi-channel sales. The Group also seeks to identify opportunities to grow its asset
or franchise operations and to carry out purchases and sales by identifying and developing store formats and banners
best suited to the countries in which it operates.
In this inflationary environment, the Group has stepped up its low-price strategy, which consists in promoting
private-label products – in particular Leader Price in the French BUs, offering unbeatable prices (“Plus bas y’a pas”,
or “You won’t find it for less” offers at Casino, price freezes on essential products, etc.), and revisiting and reinforcing
the promotional strategy.
370
III. Information systems and cybersecurity risks
Description of the risk
Potential impacts on the Group
Any breach of systems integrity, for example due to
a technical failure or cyber-attack, could have a serious
adverse effect on the Group’s business operations
and assets. A hardware or software failure, or failure
by a service provider (especially a hosting company),
interruption of mission-critical IT services or a data security
breach could have an unfavourable impact on the Group,
particularly the E-commerce business, which is highly
dependent on reliable and secure computer systems.
There were no material occurrences of this risk in 2022
and none since 1 January 2023.
The Group runs, directly or indirectly, an extensive network
of information systems that are essential to the operation
and management of its activities. The development,
implementation and continued, uninterrupted operation
of these information systems, including systems supplied
by third parties, are key to the Group’s ability to deliver
products and services to customers across all of its
banners. They are especially critical for Cdiscount’s
operations, as well as for the relevanC digital marketing
activity and the ScaleMax Data Centers. These risks
also concern stores and warehouses due to the critical
information systems used for payment, supply chain and
warehouse management. The Group is dependent on its
technical infrastructure and computer applications for all
aspects of the day-to-day management of the business,
including communications and internal information
sharing.
Geopolitical tensions in Eastern Europe could be
accompanied by an increase in cyber-attacks on
European companies.
Risk management (control and mitigation)
The Group implements comprehensive measures in each business unit to protect sensitive data, in particular personal
data about customers and employees, and ensure business continuity. It aims to be a responsible and engaged leader
in the digital economy and in personal data protection.
A set of cybersecurity rules, procedures and indicators have been defined by the Group Information Systems Security
department and circulated among all business units to protect their information systems and data more effectively.
This department also reports regularly to the Group Audit Committee and Executive Committee on the status
of action plans for preventing cybersecurity risks. Changes in the cybersecurity threat are monitored in line with the
increase in the number of cyber-attacks and changes in the methods used. The Group continually adjusts existing
measures to take any such changes into account.
The Information Systems department’s CITADEL database lists business-critical applications for Casino. The database
is regularly updated in light of developments in the business, most recently in November 2022. CITADEL is used
by the Information Systems department to manage its IT continuity plan. In 2022, the Information Systems
department performed 36 tests on the business recovery plan, with the results analysed and taken into account
within the scope of the continuous improvement process.
Since 2021, cyber insurers have continued to tighten their requirements in terms of cyber risk prevention and
management. The Group’s cyber insurance policy was renewed in 2022 under less favourable terms and conditions.
Brokers are again expecting a deterioration in the terms and conditions of the cyber insurance market. In this
environment, the Group may face higher deductibles, lower capacity and/or higher premiums beyond 2023.
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CHAPTER 4 > RISKS AND CONTROL
IV. Business disruption/interruption risks
Description of the risk
Potential impacts on the Group
Business disruption/interruption risk includes the risks
of supply disruption, inability to gain access to facilities
(stores, warehouses, headquarters), and building
destruction or damage.
An effective, uninterrupted and timely operation
of the supply chain is critical, particularly for the fresh
produce sold by the Group. Changes in the Group’s
logistics structures, for example resulting from labour
disruption, problems with the fleet of delivery trucks,
strikes, natural events, or technical disruptions
or accidents, could lead to a temporary or prolonged
business interruption or to store supply issues, and could
disrupt inventory management.
Catastrophic events such as terrorist attacks, wars,
floods, fires, earthquakes, violent storms, electricity cuts,
pandemics or epidemics (Covid-19) have an adverse
impact on retailers’ operations, particularly food retailers.
Other events such as local strikes, boycotts, social and
economic unrest, or civil disturbances could also adversely
impact the Group’s business. The occurrence of such
events can affect consumer morale and have a negative
impact on tourist areas. This in turn could affect sales
in the Group’s retail stores.
A temporary or prolonged disruption in the Group’s
business activities, in warehouses and/or stores
and/or in the headquarters of some of the Group’s
business units may have an adverse impact on the
Group and its banners, and on its net sales, operating
performance and financial position.
Inflation and supply tensions: the changing economic
environment could lead to product shortages or
unavailability due to inflation in raw materials, packaging
and energy costs.
Recruitment: the difficulty in recruiting drivers and
warehouse handling staff could lead to supply chain
disruptions.
Any resurgence of social uncertainty exposes the Group
to business interruption risks. All incidents related to
violence or social unrest can result in an increase in
security costs and a decline in store traffic. Similarly,
the E-commerce business may be adversely affected
if the operations of vendors and/or freight forwarders
are disrupted by demonstrations.
Covid-19: A future spike in the pandemic could lead to the
partial or total shutdown of retail space and warehouses
due to staff absences, supply-related difficulties, and/or
government decisions (lockdown, closure of shopping
centres, etc.). Any resurgence of the pandemic could also
indirectly lead to shortages of goods and raw materials,
and to higher transport costs for imported goods. This
could have an adverse impact on the Group’s net sales
and operating performance.
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Risk management (control and mitigation)
Business disruption/interruption largely depends on factors outside the Group’s control. However, the Group has put
in place various measures aimed at reducing the impact of such risks should they occur:
§ An AMC unit to secure scarce goods has been put in place to build up strategic reserve stocks in the banners’
warehouses.
§ Energy:
- Energy saving plans have been rolled out within the different banners (in connection with the goals outlined
by retail association Perifem).
- All the BUs have drawn up an action plan in the event of power cuts.
§ Business continuity plans and business recovery plans are in place in most French and international business units
(Monoprix, Cdiscount, GPA, Éxito, Libertad, etc.). Each unit has developed its own internal control procedures.
§ Crisis management units have been set up within the Group’s main international business units (GPA, Éxito
and Libertad) and a crisis management process is in place involving representatives of Senior Management
(the Chairman and Chief Executive Officer, when necessary, and the Group General Secretary), as well as internal
or external experts as needed to deal effectively with the crisis.
Covid-19:
§ A coordination unit has been set up which provides general instructions to the Human Resources department.
These instructions are updated on a regular basis as the situation evolves.
§ In addition to these instructions, each company implements procedures adapted to its specific business
environment.
§ These procedures are then communicated to the management, personnel and employee representative bodies
concerned within each business unit.
§ The Group is monitoring the situation closely and is prepared to deploy new measures depending
on the development of the pandemic, in compliance with the health guidelines issued by governments.
The “Information systems and cybersecurity risks” section on page 371 describes the critical information systems
interruption risk and how it is managed.
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CHAPTER 4 > RISKS AND CONTROL
V. Attracting and retaining talent
Description of the risk
Potential impacts on the Group
Casino’s success depends on the commitment
of its teams and its ability to recruit and retain employees
and allow them to develop their skills.
The Covid-19 pandemic has led to changes in aspirations
– particularly among younger generations – or has
accelerated certain incipient trends. These tensions
on the market for talent have also been exacerbated
by a shortage of candidates in specific professions
or with niche skills (digital professions, truck drivers, order
pickers in warehouses, store managers, etc.).
Excessively high staff turnover rates and an inability
to fill vacant positions within a reasonable period
of time could directly affect the Group’s ability to operate
in a due and proper manner and indirectly impact
the level of motivation and commitment of its existing
employees.
Difficulties in attracting and retaining talent in high-
demand professions (particularly the digital field) could
impact the speed at which strategic projects develop
in certain entities (Cdiscount, RelevanC, ScaleMax, Bankin,
etc.) and could negatively impact the Group’s business
and financial results.
Risk management (control and mitigation)
The HR policies put in place by the Group and its entities are designed to manage this risk. A series of initiatives have
been implemented with regard to the Group’s talent. In addition to initiatives targeting the Group’s talent that have
been in place for several years and focus on the employer brand, support and skills development, Talent Committees
are held each year to develop short- and medium-term talent pools and thereby ensure succession planning with
each organisation.
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VI. Risks related to franchise operations
Description of the risk
Potential impacts on the Group
Failure by franchisees to settle substantial amounts
payable arising on the Group’s delivery of goods could
have a significant impact on the Group’s financial position
and results.
The decision by one or more master franchisees not
to renew their contract and to switch to a rival retailer
upon expiry of their franchise agreement could have
a significant impact on the Group’s business, net sales
and results.
Any difficulties in recruiting franchisees could have a
significant impact on the Group’s planned franchise
development strategy and consequently on the Group’s
net sales and results.
Failure by franchisees to comply with the Group’s
ethical rules and values could have a negative impact
on the Group’s brand image and how it is perceived by
consumers, as could poor application of the procedures
defined by the Group in terms of quality and health and
safety of goods and people. The non-application or poor
application by franchisees of instructions to withdraw or
recall a product detrimental to the health of the Group’s
consumers could affect the image of the brand concerned
or of the Group.
Operating franchised stores has been a component
of the Group’s growth strategy for many years. In France,
76% of the store network at the end of 2022 was operated
under franchise, and a full 90% of Casino’s network
of convenience stores. The Group wants to accelerate
its growth in the convenience format in 2023, with some
2,500 stores set to open, mainly under franchise.
An advantage of this growth model is that it significantly
reduces the investment required to develop the store
network, as these investments are largely borne
by the franchisees. However, it also presents risks for the
franchisor, the most important of which are described
below.
§ Image risk: the franchisor’s brand image may be
damaged if franchisees do not act in accordance
with the specified concept, make mistakes, are not
competent in their field or do not respect the values
of the brand they represent.
§ Risk of uncontrolled growth: growing too quickly
may mean that insufficient resources are devoted to
monitoring, assisting and coordinating the franchisee
network or to ensuring high service quality, which could
lead to dissatisfaction among franchisees. Similarly,
excessively rapid growth may lead to a poor-quality
franchisee selection and recruitment process
(in terms of retail experience and financial strength).
§ Financial risks: the main financial risk is the
non-payment of goods delivered by the franchisor
to the franchisee.
§ Legal risks: these include franchise agreements that are
not renewed on expiry; failure to properly monitor the
validity of the warranties provided by the franchisee or
their activation in the event of default by said franchisee;
liability action against the franchisor for unfair support
in the event of exceeding the contractually agreed
amounts outstanding.
§ Competitive or administrative risks: in the event
contractual conditions are considered to unduly favour
the franchisor, the latter may be subject to criminal or
administrative penalties by the Competition Authority.
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CHAPTER 4 > RISKS AND CONTROL
Risk management (control and mitigation)
In order to reduce and limit the risks associated with franchise operations, Group companies that use franchising have
put in place the following measures:
§ procedures for recruiting new franchisees, which involve:
- verifying the viability of the business plan,
- reviewing the applicant’s financial strength and experience,
- conducting credit quality and partner checks if already operating under franchise,
- validating franchisee applications at committee meetings involving the banner’s various stakeholders (Senior
Management, Chief Development and Operating Officers), whether the franchise operation relates to a new store,
transferred store or to retailers joining the franchise network;
§ taking the necessary sureties and guarantees in the event of difficulties (setting up a first demand guarantee or,
failing that, guarantees or sureties such as pledges on the business concern, guarantee deposits, bank guarantees
and personal sureties);
§ drafting and using standard contracts for the Group’s different retailers using a franchise model;
§ introducing limits on outstanding receivables below the limits specified;
§ implementing procedures for monitoring and assisting franchisees as part of measures to develop the franchisee
network (expert guide, provision of financial and sales tools and reports, preliminary training, regular visits, etc.);
§ monitoring franchise agreement expiry dates in order to prepare and plan for their renewal;
§ monitoring missed payments and applying penalties in the event of missed payments (depending on the banner,
activation of the first demand guarantee, possibility of charging late-payment penalties and/or stopping the delivery
of goods and/or demanding payment before dispatch, inclusion of a retention-of-title clause in the General Terms
and Conditions of Sale);
§ conducting a yearly analysis of the balance sheets and tax returns of the franchisees to ensure the financial health
of the operator.
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VII. Consumer expectations
Description of the risk
Potential impacts on the Group
The success of the Group’s business depends on the
continued appetite for the range of products and
services on offer in the Group’s network of integrated and
franchised stores and e-commerce platforms. Given the
diverse profile and expectations of its clientele, the Group
has to offer a range of products able to satisfy an extensive
array of preferences that can vary from one country and
store format to the next.
In the current inflationary environment, consumers are
focused above all on low prices.
Demand for the Group’s food products could be
impacted by new consumer trends, which accelerated
on the back of the Covid-19 crisis. These include
(i) consumers’ growing concern about food safety, health
and well-being in relation to the food products they buy,
as illustrated for example by a growing concern about
the health effects of certain controversial ingredients
such as processed fats, gluten, sugar, processed wheat
or other ingredients, (ii) an increased preference for local
products, with a real demand for transparency regarding
traceability, the fight against waste (food, packaging,
flyers, etc.), sustainability and nutritional value, (iii) a sharp
increase in digital purchases underpinned by a search
for a seamless customer experience, and (iv) a change in
the location of purchase locations due to the widespread
increase in remote working.
There is a risk that the Group will fail to anticipate these
consumer trends or the demand for certain products.
Even though the Group sells a wide range of products
through its different banners, failure to accurately
or quickly identify changes in consumer expectations
as regards concepts, health and nutrition could have
a negative impact on its relations with its customers,
on customer demand for its products and on its market
shares if consumers were to disregard its products and
turn to other options.
Keeping up with changing consumer preferences can also
be extremely costly.
Finally, if the Group fails to accurately anticipate the
demand for certain products, particularly non-food items,
this could lead to stock surpluses that would require it
to significantly reduce prices in order to sell the items,
resulting in inefficient management of working capital.
On a large scale, the above factors could impact the
Group’s business, its financial position and its operating
performance.
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Risk management (control and mitigation)
To mitigate these risks, the Group endeavours to identify and respond to consumer trends, with the CSR, Marketing
and Innovation departments responsible for consumer monitoring and research activities.
In this inflationary environment, the Group has stepped up its low-price strategy to protect consumers’ purchasing
power by promoting private-label products (in particular Leader Price in the French BUs), rolling out unbeatable
price offers (“Plus bas y’a pas”, or “You won’t find it for less”, discounts on fuel, price freezes on essential products),
subscription offers and revisiting its promotional strategy: for example, freezing the prices of 550 products at Casino
from September to December 2022.
The Group is also expanding its network of convenience stores with the aim of doubling the number of stores in three
years in order to move even closer to consumers.
And it has continued to develop partnerships with players at the forefront of new technology usages, offering services
that meet consumers’ emerging expectations. In particular, the Group’s alliance with Intermarché through Infinity
Advertising has strengthened its position in connected commerce and retail media. During the Covid-19 crisis, Grupo
Éxito experimented with a “conversational commerce” ordering tool using WhatsApp. This was replicated by Casino
in 2022.
In France, alongside the Amazon-Monoprix partnership offering express deliveries of Monoprix products – which
has since been extended to certain towns and cities outside Île-de-France (the Greater Paris area) – the Monoprix
Plus service launched in 2020 offers next-day delivery to customers in Paris and Île-de-France. This fast and efficient
home delivery service marks a further step in the Group’s innovation drive, which also includes an optimised order
preparation process thanks to technology rolled out in partnership with Ocado.
The Casino Max loyalty programme has been upgraded to include a new service displaying the Nutri-Score of over
10,000 products directly in the app. The Group therefore supports the nutritional quality drive and assists its customers
in their efforts to adopt better consumption habits.
In Colombia, the Éxito group is acting for the environment by removing all plastic bags from its stores along with the
plastic packaging on fruit and vegetables. For products requiring packaging protection, the packaging must be fully
biodegradable and compostable. Similarly, in France, Monoprix has done away with paper copies of its catalogues and
the Group’s banners now have the digital tools they need to gradually replace paper catalogues. Franprix also phased
out single-use plastic in 2020.
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VIII. Risks related to reputation and brand value
Description of the risk
Potential impacts on the Group
Malicious attacks designed to harm the Group’s image,
or an incident involving the Group or manufacturers or
suppliers of products sold by the Group, could significantly
harm the Group’s image and reputation, as well as the
value of its brands. This could have an adverse impact
on the Group’s business and performance.
The brands associated with the Group’s banners are
important assets. Protecting the Group’s reputation and
the values associated with its various brands is essential
to the success of its business. The development of social
media in recent years has led to a sharp increase in image
and reputational risks. The Group could be significantly
impacted if customers were to lose confidence in the
banners, and/or in the quality or safety of products sold
or supplied in its stores.
Image is a factor that can differentiate one banner from
its competitors and help it to win over customers. This
image can be undermined by the actions of advocacy
non-governmental organisations (NGOs) or organised
grass-roots movements, for example.
Similarly, the brands and banners may be subject
to targeted attacks on social media with the sole aim
of destabilising them and wasting the time
of communications teams by forcing them to focus
on a single issue.
The Group sells private-label products which are a source
of differentiation with respect to its competition and
on which margins are higher than for other products.
Private-label products are prepared and/or packaged
by third parties whose practices may breach applicable
employment, health and safety or environmental laws
and regulations, despite the quality and ethical standards
imposed by the Group. Any breach or alleged breach
of these laws or regulations, or any failure by certain
manufacturers or suppliers to comply with a given
standard, could result in negative publicity for the Group
or in a fall in demand for the Group’s products, or could
require changes to the organisation of the supply chain,
thereby leading to additional costs.
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Risk management (control and mitigation)
See Food safety on page 384 for details of the management of image and reputational risks related to the quality
and safety of food products sold by the Group’s banners.
External communications are prepared by Casino Group’s Communications department and all published
information is approved by Senior Management and released under Senior Management’s responsibility. The Group
Communications department also has authority over and responsibility for all releases by the business units – even
those that have their own Communications department – that could potentially affect the Group’s image. Most
of the Group’s business units have a Communications correspondent. These correspondents meet at least once
a month with the head of the Group Communications department to share significant information and provide
feedback on communication initiatives.
The Group Communications department is also responsible for managing risks to Casino’s image and that of its
executives. It checks any information published about the Group on all types of media (traditional media, social media,
etc.) by implementing monitoring and alert systems and responds in a manner tailored to the situation concerned.
Together with the CSR departments of its retail banners, the Group CSR department maintains a regular watch and
open dialogue with all stakeholders, including advocacy NGOs, in order to identify expectations that may be the focus
of claims in the short or medium term or attacks from these players in the media. This is designed to enable the Group
to promptly take the appropriate remedial action if the claims are deemed to be founded and therefore mitigate the
risk. Through its CSR department, the Group responds to different questionnaires received from associations whenever
possible, and participates in multi-stakeholder initiatives to build a multi-stakeholder dialogue. These include
the Plastics Pact, the Soy Manifesto, and the Sustainable Cocoa Initiative. Lastly, the Group has a whistleblowing
mechanism that can be used by third parties in accordance with duty of care legislation, allowing serious risks
of human rights violations and environmental damage to be reported.
380
4.3.2. FINANCIAL RISKS
I. Liquidity risks
Description of the risk
Potential impacts on the Group
Liquidity risk is the risk of a company not having
the necessary funds to settle its commitments when
they fall due.
If this risk were to occur, the Group could experience
financial difficulties and, in the worst case scenario,
the Company’s survival could be threatened.
Casino Group is exposed to liquidity risk on (i) the
amount of borrowings contracted by its French entities
that mature through to 2027, and (ii) its operating
commitments. The Group’s access to short-term sources
of financing (notably short-term “NEU CP” commercial
paper, overdraft facilities, receivables factoring and reverse
factoring programmes) may be limited in a context
of increased volatility and may depend on the appetite
of the Group’s financial partners. Liquidity risk could also
arise in the event of a significant deterioration in the
payment terms of its main suppliers.
Lastly, its loan and bond agreements include acceleration
clauses, as described below. These clauses include
financial covenants, for which non-compliance may lead
to a request for cancellation and early repayment of credit
from the lenders.
Risk management (control and mitigation)
The Group’s liquidity policy is to ensure, to the extent 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 consist of:
§ diversifying financing sources;
§ diversifying borrowing currencies;
§ limiting the amount of annual repayments and proactively managing the repayment schedule;
§ carrying out disposals in order to service its debt obligations;
§ managing the average maturity of debt.
The liquidity analysis is performed both for the France Retail segment (taking into account the cash pool operated
with most French subsidiaries) and for each of the Group’s international subsidiaries.
All subsidiaries of the Casino, Guichard-Perrachon holding company scope submit weekly cash reports to the Group
and all new financing facilities require prior approval from the Corporate Finance department.
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At 31 December 2022, the Group’s liquidity position in France comprised:
§ a €2.1 billion revolving credit facility granted to CGP, Casino Finance and Monoprix (of which €1.8 billion maturing
in July 2026 and €252 million maturing in October 2023) by 21 French and international banks;
§ available cash of €434 million;
§ a balance of €36 million in a segregated account in France to be used to redeem the outstanding January 2023
bond debt.
At 31 December 2022, Monoprix and its subsidiaries also had two financing lines that had been drawn in an amount
of €130 million and €40 million and fall due in 2026 and 2024(1), respectively.
The Group continued to reduce its bond and bank debt in 2022 and up to 10 March 2023, with redemptions and
repayments totalling €940 million (bond debt: €314 million of 2022 EMTN, €220 million of 2023 EMTN, €147 million
of 2024 HY Quatrim, €49 million of 2024 EMTN; bank debt: €150 million repayment of the Segisor loan, €60 million
repayment of the Cdiscount government-backed loan [PGE]).
At 31 December 2022, the Group had €59 million in NEU CP commercial paper outstanding (versus €308 million
at end-2021).
At 31 December 2022, Casino, Guichard-Perrachon was rated B3 with a negative outlook by Moody’s (B3 with a stable
outlook at 31 December 2021), CCC+ with a developing outlook by Standard & Poor’s (B with a stable outlook at
31 December 2021), BB- with a stable outlook by Scope Ratings (rating downgraded to B+ with a stable outlook on
27 January 2023) and B- with a positive outlook by Fitch Ratings (first rating on 25 November 2022). On 23 March 2023,
Moody’s downgraded the Group’s credit rating to Caa1 with a negative outlook.
The Group has posted collateral and sureties in respect of the €2.05 billion syndicated credit line maturing in 2023
and 2026, the €1.425 billion term loan maturing in 2025 and the high-yield bond maturing in 2024. Excluding these
financing arrangements, debt carried by Casino, Guichard-Perrachon and its main subsidiaries (GPA, Sendas, Éxito,
Monoprix) is not secured by significant collateral or assets.
Under its €2.05 billion confirmed credit line, Casino is required to comply with two financial covenants, tested
quarterly. These covenants are calculated for the France and e-commerce scope as follows:
§ secured gross debt divided by EBITDA, which must be 3.50x or less (see details in Note 11.5.4 to the consolidated
financial statements);
§ EBITDA divided by net finance costs, which must be 2.50x or more.
These covenants were respected at 31 December 2022.
The financing facilities of GPA, Sendas, Éxito, Monoprix and Segisor are also subject to hard covenants. All of the
covenants were complied with at 31 December 2022.
An incurrence covenant applies in the event special dividends are paid in addition to ordinary dividends(2), as follows:
gross debt/EBITDA (France Retail + E-commerce): <3.5x.
(1) Extended from January 2023 to January 2024 (in February 2022).
(2) 50% of net profit attributable to owners of the parent, with a minimum of €100 million per year from 2021 and an additional €100 million
that may be used for one or several distributions during the life of the debt.
Liquidity risk is discussed at length in Note 11.5.4 to the 2022 consolidated financial statements (see Chapter 2 of this
Universal Registration Document).
382
II. Risks related to supplier, customer or partner default
Description of the risk
Potential impacts on the Group
Risks arise on the international flow of goods, including
the risk of theft, fraud, embezzlement, illegal movements,
customs preventions, and so on. Perishable goods can also
be spoiled by long-distance journeys. Lastly, international
policies can affect goods flows, owing to restrictions,
taxation or other impacts affecting the movement
of goods.
The Group has developed international partnerships,
particularly through ExtenC and its subsidiaries in South
America, helping it to maintain the international flow
of goods. International flows also include movements
relating to large-scale imports of non-food goods.
Risk management (control and mitigation)
The risks associated with international flows may result
in payment risks for the Group, and in particular
for its subsidiary ExtenC, which is the focal point of transit
to the Group’s international partners.
In addition, disruptions to the flow of goods associated
with large-scale imports can impact the supply
and service levels of retailers, resulting in lost sales
opportunities and therefore lost earnings.
ExtenC aims to manage the associated risks by arranging credit insurance for all international goods flows.
At end-December 2022, credit insurance contracts covered 90% of flows and ExtenC is working to cover the remaining
10%.
It should be noted that credit insurance policies do not insure contracts covering intra-group transfers, for example
when goods are sent from France to retailers in South America. In these situations, solutions are found to limit the
exposure on a case-by-case basis.
For large-scale imports, risk mitigation involves diversifying the sources and location of supply.
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4.3.3. CORPORATE SOCIAL RESPONSIBILITY (CSR) RISKS
I. Food safety
Description of the risk
Potential impacts on the Group
§ Significant impacts on consumer health and safety.
§ Impact on the functioning of the Quality Control
department, with some department staff mobilised
to deal with the crisis.
§ Financial impact owing to the destruction of inventories,
stock-outs and compliance costs.
§ Possibility of complaints or legal action by consumers,
authorities or consumer associations.
§ Impact on the Company in terms of image and
reputation through media coverage of the incident
or through a media trial, involving the Company’s
customers, consumers and suppliers, and the
authorities.
Loss of confidence in the safety and quality of the Group’s
products could damage its brand, reputation and image
and have negative impacts on stakeholder relations, sales,
profitability, growth prospects and financial performance.
From specifications for its private-label products to store
operations, the Group strives to ensure that it sells safe,
healthy and fair products.
Guaranteeing product traceability and safety and
complying with health and safety standards in stores
is a major challenge.
The sale of products for human consumption exposes
the Group to risks such as:
§ product spoilage due to poor control of the transport
and storage processes (break in the cold chain, lack
of hygiene, poor management of use-by dates, damage
to the integrity of packaging during handling or storage,
etc.);
§ microbiological, chemical or physical contamination
(e.g., foreign body) or labelling discrepancies
(e.g., allergen not mentioned) on (i) pre-packaged
private-label products and (ii) products that are not
pre-packaged and are re-handled or processed
in stores;
§ safety or conformity defects in private-label products.
The Group’s responsibility is also to guarantee the fairness
of information provided to the consumer on its private-
label items, ensuring that consumers are not deceived
by false or inaccurate statements or claims
(e.g., adulteration, fraud) and that regulatory requirements
are met.
A crisis may be caused by a quality, conformity or safety
defect in private-label or national-brand products, a failure
in recall measures, and/or a lack of traceability or good
hygiene practices in warehouses or stores.
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Risk management (control and mitigation)
The Group Quality department coordinates the actions of the various local Quality departments, which are responsible
for guaranteeing the quality of private-label products and ensuring that all products sold are safe for the consumer.
Management of the quality and safety of products in warehouses and stores is based on the application of best
logistics and health practices. Warehouses operated by Casino retailers in France are certified to the “IFS Logistic”
standard, while hypermarkets and supermarkets under the Casino, Monoprix and Franprix banners in France are
inspected once or twice a year in accordance with the Food Store Quality Standard.
Management of the quality and safety of private-label products is based in particular on:
§ regular audits of production plants, either to an international standard (IFS) or, where applicable, to the Group’s own
internal standard;
§ specifications shared with suppliers for each product and its packaging. Packaging and labelling are regularly
updated in line with regulatory developments, the adjustment of ingredients in line with societal expectations
or in connection with the application of France’s National Pact on Plastics which Casino Group has signed;
§ microbiology and physiochemical product quality controls conducted throughout the year;
§ a Group Quality Policy setting out a list of controversial substances to be removed from private-label products.
Withdrawals or recalls of defective or non-conforming products are formally documented and regularly updated,
in line with regulatory developments or operational changes. In order to set up an efficient warning system and take
proportionate action, a system has been deployed within AMC to assess the seriousness of each situation leading
to the withdrawals/recalls.
Crisis management exercises are also regularly organised to test the robustness of procedures and provide ongoing
training to internal stakeholders. In 2022, an expert consultancy was hired to overhaul the level 1 crisis management
procedure (restricted crisis unit), to carry out a level 2 crisis exercise (extended crisis unit) and to begin the overhaul
of the level 2 crisis management procedure.
For additional information, see Chapter 3 Corporate Social Responsibility (CSR) and Non-Financial Statement (NFS).
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II. Climate change
Description of the risk
Potential impacts on the Group
Natural disasters could affect the continuity of the Group’s
business, or its assets, customers and employees, with
potential consequences for its operations and financial
position.
An increase in the occurrence of such extreme or chronic
events would have not only direct consequences for
the Group’s operations (business interruption/supply
chain difficulties), but also an indirect impact through
higher raw material prices, energy prices and insurance
premiums, a drop in sales of seasonal products and
changes in consumer habits.
Owing to its geographical footprint, Casino Group is
exposed to country risks related to climate change.
These involve a broad range of physical and transition
risks, which can have impacts at several different levels,
for example:
§ on the Group’s businesses, due to the increase
in extreme weather events such as extreme rainfall
in France, which resulted in the Seine river reaching
a 100-year high in Paris, a mix of drought and torrential
rain in Brazil, and floods, storms, landslides and
earthquakes in Colombia;
§ on the products sold in stores, with significant changes
to customers’ purchasing behaviours;
§ on the supply chain, due to the potential scarcity of raw
materials;
§ on access to financing, in the event of a failure to meet
target greenhouse gas reduction goals under the Paris
Agreement;
§ on the Group’s image and reputation among its
customers and stakeholders, who expect companies
to actively fight against climate change;
§ on its employees, whose working conditions could be
affected, particularly in areas that will be subject
to heatwaves.
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Risk management (control and mitigation)
Policies and action plans are in place to help reduce greenhouse gases, and thereby mitigate the impacts of climate
change.
The Group is contributing to the effort to limit global warming by deploying a low-carbon strategy that is aligned
with international objectives for the reduction of greenhouse gas emissions. In this respect, Casino has committed
to reducing its scope 1 and 2 greenhouse gas emissions by 18% by 2025 compared with 2015, and its Scope 3
emissions by 10% between 2018 and 2025. These commitments have been validated by the Science Based Targets
Initiative and are consistent with the objectives of reducing the increase in global surface temperature to less than 2°C,
as defined by the Paris Agreement. In 2021, Casino stepped up its commitment, targeting a 38% reduction in its Scope
1 and 2 greenhouse gas emissions by 2030 compared with 2015.
This concerns all the main sources of greenhouse gas emissions generated by the Group’s business activities. Each
of the Group’s business units defines action plans to reduce their energy and refrigerant-related emissions, as well
as their transport-related emissions. The Group draws up action plans and implements measures to mitigate the
impacts of these risks. For example, on the issue of refrigerant leakage, cooling equipment carrying refrigerant with
a significant adverse impact on global warming is gradually being replaced. Regular maintenance operations are also
performed to limit leakage. Actions are also taken to reduce the carbon footprint of upstream and downstream goods
transport. The Group favours modes of transport that emit less greenhouse gas (river transport or electric vehicles
in France), and optimises transit and loading rates. To reduce its indirect carbon impact, the Group also endeavours
to reduce the carbon emissions related to its product range and has developed a line of plant-based protein products,
local products and “scoop and weigh” solutions, thereby anticipating the expectations of consumers looking
to purchase products with a smaller environmental footprint. The Group also organises a Carbon Forum designed
to encourage its main suppliers to reduce the greenhouse gas emissions of products sold in the Group’s stores.
In the event of extreme weather events, the business units all have their own business continuity plans.
The Group’s policy of improving coverage of these risks was continued during the year. Natural disaster cover
represents €250 million in France, while flood insurance cover is limited to €100 million. Internationally, natural
disaster cover is between €80 million and €100 million, depending on the country; earthquake cover in Colombia
is for up to €190 million.
Casino Group supports the TCFD’s recommendations on governance, strategy, risk management, and metrics
and targets (see Chapter 3 Corporate Social Responsibility (CSR) and Non-Financial Statement (NFS), section 3.5.4.
“Casino Group, actively committed to protecting the environment and climate”). The Group became a “TCFD supporter”
in February 2021.
In 2022, the Group hired an external firm to conduct a climate change physical risk study in France, Colombia and
Brazil to identify potential risks to assets. This study found that the Group has low exposure to acute and chronic
climate change physical risks (see Note 1.2.3. “Accounting for climate change risks” in the notes to the consolidated
financial statements).
For additional information, see Chapter 3 Corporate Social Responsibility (CSR) and Non-Financial Statement (NFS).
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4.3.4. LEGAL AND REGULATORY RISKS
I. Legal and regulatory compliance risks
Description of the risk
Potential impacts on the Group
Despite measures taken to comply with the regulations
applicable to its business activities, the Group cannot
guarantee that all risks will be eliminated, due in
particular to the ever more stringent regulatory
environment, greater supervisory tools and the associated
penalties. The materialisation of such a risk could
negatively impact the Group’s business activities, results
or reputation.
Due to the nature of its businesses and its international
reach, the Group is subject to a wide variety of local laws
and regulations, including labour, competition, retail and
consumption, planning, personal data protection, and
health and environmental laws.
The Group considers that the anti-corruption provisions
of France’s Sapin II Act and the European General Data
Protection Regulation (GDPR) give rise to the greatest
legal and regulatory risks, because they have only recently
been adopted and because their impact in terms of
penalties and reputational damage could be significant.
The Group receives and manages certain personal
financial information concerning its customers and
employees. It uses independent service providers to
process payments made by customers via bank or credit
cards. The Group’s online operations are based on the
secure transfer of confidential information via public
networks, including electronic payments. Data protection
is also a key priority for the Group, and concerns both
customers and the Group’s employees. Exposure to this
risk is increased by the growth of E-commerce activities
and by the increasing digitisation of both customer
and/or employee data media.
Both in France and abroad, the Group is subject to
all laws and regulations governing the operation of
establishments open to the public, notably health and
safety regulations and product compliance and safety
regulations, and of regulated facilities (service stations).
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Risk management (control and mitigation)
§ The Group Legal department’s role is to ensure that the Group’s operations comply with the applicable laws
and regulations. The heads of business units and their representatives are responsible for ensuring compliance
with the applicable laws in their host country. The Group Risk Management and Compliance department, in liaison
with the Group Legal department and the relevant business unit departments, is responsible for identifying risks
related to laws and regulations and for ensuring that the associated controls are properly applied.
§ Measures have been taken since 2016 to raise awareness of the European General Data Protection Regulation
as well as other legislation arising from it. A Data Committee was set up to monitor the “Personal Data Protection”
compliance actions carried out by the banners, to arbitrate between different banner positions on compliance
matters, and to discuss and anticipate the operational challenges arising from regulatory changes. Specific policies
and procedures are deployed for business unit heads. Future campaigns will feature more numerous and specific
control points. Regular audits of the personal data processing log are carried out.
§ A Group Ethics Committee was set up in 2016, while a Steering Committee responsible for monitoring the
implementation of Sapin II Act requirements was set up in January 2017. Several new departments or positions
(ethics officers, Risks and Compliance department) were also created and tasked with drawing up and
implementing the necessary procedures and ensuring the Group’s compliance with the provisions of the new law.
§ The French law of 27 March 2017 introducing a duty of care for the companies concerned is the subject of specific
developments set out in section 3.5.3.4.
More detailed information on the actions taken by the Group to prevent bribery and corruption can be found
in section 3.4 “Ethics and compliance” of Chapter 3 Corporate Social Responsibility (CSR) and Non-Financial
Statement (NFS).
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4.4. INSURANCE – RISK COVER
OVERVIEW OF THE INSURANCE POLICY
Risks are insured under master policies – whenever this
is allowed under local regulations and does not pose any
operational problems – in order to ensure consistent levels of
cover and benefit from economies of scale by pooling risks.
The Insurance department, which reports to the Group
Finance department, is notably responsible for:
● contributing to the risk culture;
● helping to identify and analyse operational risks and
transferring them to the insurance market;
● defining and coordinating French and international life
and non-life insurance programmes;
● managing and controlling the captive reinsurance company;
● managing and overseeing claim processes;
● contributing to the crisis management process;
● supporting the distribution of insurance products (affinity
products, franchisee insurance).
To help the department to fulfil these responsibilities, the
Group uses the services of international brokers, engineering
and consulting firms. The programmes are purchased from
leading insurance companies with a satisfactory financial
strength rating that are specialised in insuring major risks.
The Group has purchased several international insurance
programmes. Where permitted under local laws and
regulations, risks are insured directly under the master
policies. Alternatively, the master policies may increase
or extend the limits or conditions of cover available under
policies purchased locally.
ASSESSMENT OF INSURANCE COVER AND RELATED COSTS
Self-insurance
Summary of insurance cover
The Group pursued its policy of rationalising its insurance
programmes covering all French and international
subsidiaries.
These insurance programmes were reviewed in July 2022.
They may be changed at any time to account for changing
risks and developments in the activities to be insured,
changes in claims experience, or changes in insurance
provider decided by the Group, in particular to account
for insurance market capacity, available cover and rates.
To manage and control its insurance costs, in 2022 the
Group continued its policy of self-insuring small, high-
frequency claims, corresponding mainly to civil liability
and property damage claims.
In addition to the partial self-insurance represented by
deductibles, the Group’s policy is to reinsure part of its
property damage risks and, as from 2022, part of its
consequential damage risks, through its captive reinsurance
company in Luxembourg. In 2022, the reinsurance captive’s
commitments continued to be capped at €12 million
per year under the property damage policy, while its
commitments under the consequential damages –
pecuniary losses policy were set at €10 million.
This strategy helps to strengthen the Group’s control over
risks and the management of claims, while also keeping
premiums as low as possible.
390
Property damage and business
interruption insurance programme
(including natural disaster and political
violence cover)
The aim of this programme is to protect the Group’s assets.
It covers fire, flood, explosion, natural disasters, terrorism and
political violence, subsidence, electrical damage, business
interruption and tenant risks.
In 2022, the Group’s property damage and business
interruption cover was renewed, with an insured amount
of €250 million per claim and per year. Two new property
damage and business interruption policies were taken
out in Brazil, providing for cover of up to BRL 400 million,
respectively for Sendas and CBD. These policies only insure
risks relating to banners in Brazil. The Group’s property
damage and business interruption policy kicks in when
the maximum cover offered by these local policies has
been reached.
Natural disaster cover also represents €250 million in France,
while flood insurance cover is limited to €100 million.
Internationally, natural disaster cover is between €80 million
and €100 million, depending on the country; earthquake
cover in Colombia is for up to €190 million.
Annual insurance cover for the risks of strikes, riots and civil
unrest is respectively €120 million in France, €100 million
in Colombia and the equivalent of €170 million in Brazil
(BRL 400 million plus €100 million).
Civil liability insurance programme
This programme covers the Group for all losses that might
be incurred due to bodily injury, damage to property or
consequential loss suffered by third parties that may be
caused by the Group’s fault, error, omission or negligence in
the performance of a service and/or its business operations.
General liability cover is capped at €75 million per claim
and per year, with the same limits applicable to professional
liability cover.
Other insurance programmes
(mandatory and discretionary)
Additional or separate insurance programmes may be
purchased due to the specific nature of certain activities or
risks. These programmes are purchased on an international
basis or locally in liaison with the subsidiaries, either because
they need to be managed locally or for regulatory or cost
reasons.
These insurance programmes mainly concern the following
policies:
● health and death/disability insurance in France;
● general liability insurance;
● environmental liability insurance;
● building manager and/or property portfolio manager
professional liability insurance;
● fleet insurance;
Annual cover for the risk of terrorism represents €150 million
in France and €100 million in Colombia and Cameroon.
● construction insurance: structural damage/non-builder
developer/comprehensive site insurance, etc.;
● transported goods insurance;
● corporate officers’ liability insurance;
● cybercrime insurance;
● fidelity insurance.
The Group believes that the guarantees and insured amounts
under these master insurance policies correspond to those
generally purchased by companies of a similar size operating
in the same industry. When permitted by law, the Group
will pursue its policy of purchasing worldwide master
insurance policies in order to improve and/or increase the
levels of cover or the management of risks in areas where
this is necessary, while controlling the associated costs.
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CHAPTER 4 > RISKS AND CONTROL
4.5. SAFEGUARD PROCEEDINGS AT THE GROUP’S
PARENT COMPANIES – POTENTIAL CONFLICTS
OF INTEREST BETWEEN THE GROUP’S
CONTROLLING SHAREHOLDER AND OTHER
INVESTORS
On 23 May 2019, the Paris Commercial Court opened
safeguard proceedings with respect to Rallye – which held
52.31% of the Company’s share capital and 64.42% of its
voting rights(1) at 28 February 2023, including 11.74% of
Casino’s capital held in trust (8.14% of theoretical voting
rights) – and its parent companies Foncière Euris, Finatis
and Euris. Safeguard proceedings are designed to protect
companies facing unresolvable difficulties but which are
not insolvent, by giving them sufficient time to restructure
their debt and secure their long-term operations. As a
result of the proceedings, the financial liabilities of these
companies have been frozen.
In a decision handed down on 28 February 2020, the
Paris Commercial Court approved the safeguard plan
for Rallye and its subsidiaries, as well as for their parent
companies, Foncière Euris, Finatis and Euris, and organised
for their debt to be repaid over a ten-year period up to
February 2030. On 26 October 2021, as part of the
exceptional government measures implemented due to
Covid-19, the Paris Commercial Court decided to defer by
two years the payment dates under the safeguard plan for
Rallye, Foncière Euris, Finatis and Euris and to extend the
duration of these plans.
Casino Group, which is not concerned by these proceedings,
took note of the Court’s decisions, which require the
companies subject to the safeguard plan to comply with
specified financial commitments as from 2025. The
Company confirmed the continuation of the implementation
of its strategic plan: emphasising the unique positioning of
the Group on buoyant formats (premium, convenience and
e-commerce) and geographies; accelerating fast-growing
business lines (data); in financial terms, with priority given
to debt reduction and recurring cash flow generation.
It should be noted that the only decisions taken to date
by Casino Group concerning its asset disposal plan and its
dividend policy have already been communicated.
All of the Company’s decisions, particularly concerning
disposals or dividend payouts, are taken in light of the
Group’s financial position and the interests of the Company,
and in compliance with its loan and bond agreement
documentation.
(1)
Including 11.74% of the Casino share capital held in fiduciary trust (8.14% of theoretical voting rights).
392
4.5.1. POTENTIAL CONFLICTS OF INTEREST
In light of these proceedings and the implementation of
the safeguard plans, conflicts of interest could arise. For
example, the controlling shareholder could recommend
that the Company increase its debt or sell certain items
of property, plant and equipment, which could in turn
increase the Company’s debt servicing obligations or
reduce the Group’s ability to generate net sales, or lead to
the payment of dividends, at the expense of the Group’s
financial position.
The perception that the various stakeholders may have
of the safeguard proceedings could reduce the value of
Casino, or make creditors reluctant to lend at market terms
or to lend outright. Suppliers could also introduce stricter
payment conditions and credit insurers could reduce or
suspend their cover for the Group’s suppliers. To date, none
of these risks have occurred.
If the safeguard plan is not implemented, this could lead to
court-ordered administration proceedings for Rallye, which
could in turn result in the loss of control of the Company by
Rallye or its holding companies. The Company has pointed
out that a loss of control would have no legal impact on
Casino’s debt and would not constitute an event of default
under Casino’s bank financing or bond documentation.
For more information, see Note 11 to the consolidated
financial statements.
4.5.2. GOVERNANCE MEASURES IMPLEMENTED BY THE COMPANY
This framework aims to ensure that the governance
mechanisms in place at Casino are appropriate and notably
that the Board of Directors is in (i) a position to continue
to provide its members with full and accurate information,
(ii) make impartial and objective decisions, with a view to
protecting Casino’s corporate interest, and (iii) identify and
monitor potential conflicts of interest within the Board. This
specific framework remains in force in connection with the
implementation of the safeguard plans.
For further information on the composition and structure
of the Board and the Company’s governance structure,
please refer to Chapter 5 sections 5.5.2, 5.5.3 and 5.5.5 of
this Universal Registration Document.
At its meeting on 13 June 2019, the Board of Directors
decided to follow the recommendation of the Governance
and Social Responsibility Committee by setting up a specific
governance framework in response to the initiation of
safeguard proceedings at the level of the Group’s parent
companies. The Governance and Social Responsibility
Committee was given responsibility for dealing with issues
arising from the safeguard proceedings, including:
● exchanging information with Rallye and the Group’s
other parent companies concerning the preparation,
negotiation and implementation of the parent companies’
safeguard plans;
● assessing the consistency of the safeguard plans prepared
by the holding companies with Casino’s strategic objectives,
as determined by the Board of Directors;
● reviewing any Board decisions related to the implementation
of the safeguard plans or that could potentially be affected
by the safeguard proceedings applicable to the parent
companies (for example, implementation of the current
disposal plan and possible adjustments thereto, any decision
to pay a dividend, or the assessment of any related-party
agreements with companies concerned by the safeguard
proceedings).
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393
CHAPTER 4 > RISKS AND CONTROL
4.6. SPECULATIVE ATTACKS ON THE SHARE PRICE
AND INVESTIGATIONS
In late 2015, the Casino Group applied to the AMF, France’s
securities regulator, as regards the dissemination of false or
misleading information by Muddy Waters Capital, preceded
by short sales that led to a sudden, very steep fall in the
share price. This led to an investigation by the AMF and two
letters of observation (see page 285 of the 2020 Universal
Registration Document). In 2018, Casino and Rallye once
again applied to the AMF concerning new speculative
attacks, resulting in short selling on an unprecedented scale,
massive borrowings of Casino securities and misinformation
campaigns, all with the aim of artificially reducing share
prices and destabilising the Group’s companies and their
employees and shareholders.
As such, they filed a criminal complaint in October 2018
with the Public Prosecutor for price manipulation, in addition
to a complaint for false allegations in November 2018.
As the speculative attacks on the share price of Casino and
Rallye continued, Casino’s share price fell sharply in April and
May 2019. Given the additional Casino share collateral that
had to be obtained for credit lines, and given the associated
risks, Rallye and its parent companies were forced to file
for safeguard proceedings with the Paris commercial court
on 21 May 2019.
To the best of the Company’s knowledge, the investigations
on the attacks opened by both the AMF and the Financial
Prosecutor in autumn 2018 are still in progress.
During searches of premises conducted in May 2022 at the
request of the AMF, Casino Group discovered the existence
of a preliminary investigation opened by the Financial Public
Prosecutor in February 2020, in particular for alleged price
manipulation. This investigation stemmed from proceedings
initiated against a former consultant of Casino Group.
Casino Group and the managers concerned formally
contest these allegations and have initiated all necessary
proceedings against them.
Following the filing of complaints by two activist
shareholders, the existence of which was reported in the
press in March 2023, Casino, Guichard-Perrachon and
Rallye initiated legal proceedings against Xavier Kemlin
and Pierre-Henri Leroy for libel, false accusations and
attempted fraud.
394
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395
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
CHAPTER 5
CHAPTER 2
Corporate
Financial and
Governance
accounting
Report
information
5.1. Summary of governance
at 9 March 2023 ..................................................................399
5.2. Composition of the Board of Directors .............402
5.3. Governance structure ....................................................... 412
5.4. Information about corporate officers .................. 416
5.5. Preparation and Organisation
of the Board of Directors’ Work ...............................436
5.6. Information on agreements that fall
within the scope of Article L. 22-10-10
of the French Commercial Code ...........................459
5.7. Statutory Auditors ............................................................. 460
396
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397
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
The Board of Directors’ report on corporate governance
(“Corporate Governance Report”), prepared pursuant to
Article L. 225-37, last paragraph, of the French Commercial
Code (Code de commerce), was reviewed and approved
by the Board of Directors at its meeting of 9 March 2023.
The section of this Report on the composition of the Board
of Directors, the diversity policy applicable to its members,
the offices and positions held in any other company by each
corporate officer during the financial year, the conditions
applicable to the preparation and organisation of the Board’s
work, the choices for the way in which Senior Management
authority is exercised, the limits that the Board of Directors
has imposed on the powers of the Chairman and Chief
Executive Officer, the corporate governance code to which
the Company adheres, and the agreements described in
Article L. 22-10-10 of the French Commercial Code is set
forth in this chapter (Chapter 5).
Chapter 6 contains the section of this Report presenting
the compensation and benefits of any kind granted
to the corporate officers, as well as the components of
compensation paid or granted to the executive corporate
officer and the other corporate officers during or in respect
of 2022 in consideration of their position pursuant to
Article L. 22-10-9 of the French Commercial Code, and the
compensation policy for the corporate officers pursuant to
Article L. 22-10-8 of the French Commercial Code, which are
respectively subject to votes at the Annual General Meeting.
The provisions of the Articles of Association relating to
shareholder participation at General Meetings and the
information that could have an impact in the event of
a public tender offer, pursuant to Article L. 22-10-11 of
the French Commercial Code, are set forth in Chapter 8,
on pages 511 and 513, respectively. The table showing
outstanding delegations of authority granted at the
Annual General Meeting with respect to capital increases
is presented in Chapter 7, pages 491 and 492.
For further information on the content of the Corporate
Governance Report, please refer to the cross-reference
table on page 533 of this Universal Registration Document.
The Corporate Governance Report was prepared by the
Secretary of the Board with input from Senior Management
and the Group’s Legal department. This Report was
prepared on the basis of applicable law and regulations,
the Afep-Medef Code revised in December 2022, the
recommendations contained in the Code’s guidelines, the
2022 Activity Report of the High Committee on Corporate
Governance (Haut Comité de Gouvernement d’Entreprise),
the recommendations of the French securities regulator
(Autorité des marchés financiers – AMF) and its 2022 report
on corporate governance and managers’ compensation, and
the recommendations of shareholders, voting consultants
and non-financial rating agencies.
A draft of the Report was submitted to the Governance and
Social Responsibility Committee and the Appointments and
Compensation Committee on matters in their respective
scopes of responsibility at their meetings prior to the review
and approval by the Board of Directors.
The Statutory Auditors have stated in their report on the
parent company financial statements (see Chapter 2, pages
182 to 186) that said Report contains the information
required of the report on corporate governance by Articles
L. 225-37-4, L. 22-10-9 and L. 22-10-10 of the French
Commercial Code, that they attest to the accuracy and
the fairness of the information provided pursuant to the
provisions of Article L. 22-10-9 relating to compensation
and benefits received by the corporate officers and any
other commitments made in their favour, and that they
have no comments on the information relating to matters
that could have an impact in the event of a takeover bid
or exchange offer.
398
5.1. SUMMARY OF GOVERNANCE
AT 9 MARCH 2023
GOVERNANCE STRUCTURE
Annual General Meeting
Board of Directors and
its Specialised Committees
Executive Committee
Governance and Social
Responsibility Committee
Audit Committee
Appointments and
Compensation Committee
Casino, Guichard-Perrachon (“Casino” or the “Company”) is controlled by Jean-Charles Naouri (see the ownership structure
presented on page 493 of the Universal Registration Document).
The Board of Directors is chaired by Jean-Charles Naouri, who is also the Chief Executive Officer. It has a balanced structure
and undertakes to meet best corporate governance practices, alongside its three specialised Committees:
● It meets as often as required in the Company’s interest.
● It defines and oversees the implementation of Casino Group’s sustainable growth strategy in the interests of the Company
and its stakeholders.
● It reviews its practices and procedures on an annual basis.
● It has appropriate procedures in place to identify, prevent and manage potential conflicts of interest.
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399
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
GOVERNANCE IN 10 FIGURES
Independence rate
14 Directors
36%
1 Lead Director
3 Committees chaired
by Independent Directors
43% are women
Board meeting
attendance rate
94%
13 Board meetings
in 2022
Specialised Committee
meeting attendance rate
24 Specialised Committee
meetings in 2022
91%
Average age(*)
59.15
Average seniority(*)
6.23
(*) In years – Averages calculated excluding the Chairman and Chief Executive Offi cer.
400
DIVERSITY OF THE BOARD OF DIRECTORS
The Board of Directors has defined its diversity policy and regularly reviews its composition and that of its three specialised
Committees.
The Board comprises five Independent Directors, three Non-Independent Directors and six Directors representing the
majority shareholder.
Jean-Charles Naouri
Chairman and Chief Executive Officer
Nathalie Andrieux(*)
Maud Bailly(*)
Thierry Billot(*)
Lead Director
Béatrice Dumurgier(*)
Christiane Féral-Schuhl(*)
14 members
incl. 6 women
and 5 Independent
Directors
Josseline de Clausade
representing Carpinienne
de Participations
Franck Hattab
representing Foncière Euris
Didier Lévêque
representing Finatis
Odile Muracciole
representing Euris
Thomas Piquemal
representing Fimalac
Frédéric Saint-Geours
Alexis Ravalais
representing
Matignon Diderot
David de Rothschild
(*) Independent Directors
Audit Committee
Governance and Social Responsibility Committee
Appointments and Compensation Committee
COMPOSITION OF THE EXECUTIVE COMMITTEE AT 9 MARCH 2023
Jean-Charles Naouri
Chairman and Chief
Executive Officer
Stéphanie Zolesio
Chief Executive Officer
of Casino Immobilier
Guillaume Sénéclauze
Chairman of Monoprix and Naturalia
Tina Schuler
Chief Executive Officer of Casino Banners
and Chair of Distribution Casino France
Guillaume Appéré
General Secretary
and Executive Committee Secretary
(cid:98)
Magali Daubinet-Salen
Chief Operating Officer
of Distribution Casino France
(cid:98)
Hervé Daudin
Merchandise Director and Chairman
of Achats Marchandises Casino
Matthieu Riché
Director of CSR
and Engagement
David Lubek
Chief Financial Officer
Julien Lagubeau
Chief Operating Officer
Nicolas Joly
Group M&A Projects Director
and Chairman of Casino Immobilier
16 members
5 women
Vincent Doumerc
Chief Executive Officer
(cid:82)(cid:73)(cid:3)(cid:41)(cid:85)(cid:68)(cid:81)(cid:83)(cid:85)(cid:76)(cid:91)(cid:3)(cid:98)
(cid:98)
Marie Even
Chief Operating Officer
(cid:82)(cid:73)(cid:3)(cid:38)(cid:71)(cid:76)(cid:86)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:98)
Carlos Mario Giraldo Moreno
Chief Executive Officer
of Grupo ÉxitoÉ (Colombia)
Emmanuel Grenier
Executive Director of E-commerce
Raphaële Hauzy
Director of Human Resources
France
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401
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
REFERENCE CODE
The Board of Directors refers to the Afep-Medef Corporate
Governance Code for Listed Companies (hereinafter
the “Afep-Medef Code”), in particular when drafting the
Corporate Governance Report including disclosures on
the compensation of corporate officers (Chapters 5 and 6).
The Afep-Medef Code, revised in December 2022, is available
on the Company’s website (www.groupe-casino.fr/en), on
the Medef website (www.medef.com) and on the Afep
website (www.afep.com).
As part of its corporate governance process, the Board relies
on the work of a Governance and Social Responsibility
Committee. In order to protect minority shareholders of
the Group’s different subsidiaries and parent companies,
the Board of Directors decided in 2015 to introduce a
procedure for the review of agreements entered into by
Casino related parties, subsidiaries and parent companies,
by the Audit Committee. In June 2019, it also tasked the
Governance and Social Responsibility Committee with
a specific temporary assignment in connection with the
safeguard proceedings initiated on 23 May 2019 at the
Company’s parent companies (Rallye, Foncière Euris,
Finatis and Euris). The initiatives and tasks assigned in this
respect to such Committees reflect the determination of
the Board of Directors and Senior Management to ensure
best corporate governance practices.
The Company’s situation in relation to each of the
recommendations of the Afep-Medef Code is presented
in section 5.5.7.
5.2. COMPOSITION OF THE BOARD OF DIRECTORS
5.2.1. COMPOSITION OF THE BOARD OF DIRECTORS
AT 9 MARCH 2023
Independence rate
14 Directors
36%
1 Lead Director
3 Committees chaired
by independent members
43% are women
As of 9 March 2023, the Board of Directors had 14 Directors,
elected by shareholders at the Annual General Meeting.
The functions of Chairman of the Board of Directors and
of Chief Executive Officer are combined and Jean-Charles
Naouri, the Chairman and Chief Executive Officer, is the
only Director who performs executive duties (see section
5.3 “Governance structure”).
Directors are elected for a three-year term, and memberships
to the Board of Directors are renewed in part each year. In
order to ensure that a roughly equal amount of Directors’
terms of office are renewed via this rotating system, on an
exceptional basis a Director can be elected for a period
of one or two years by the Company’s shareholders in an
Ordinary General Meeting.
The Company’s Articles of Association impose a legal age
limit according to which no more than one-third of the
Directors may be aged over 70. Should this threshold be
exceeded, the oldest Director or permanent representative
of a legal entity is considered as having resigned at the
Ordinary General Meeting held to approve the financial
statements for the financial year in which the threshold
was exceeded.
402
At 9 March 2023, the members of the Board of Directors were as follows:
Age/
Gender Nationality
No. of
shares
No. of
directorships
of listed
companies(2)
Independence
First
term of
office
End of
current
term of
office
Committee meeting attendance
Years
on the
Board
Governance
and Social
Responsibility
Appointments
and
Compensation
Audit
Executive corporate offi cer
Jean-Charles Naouri(1)
Chairman and Chief
Executive Officer
Directors
74/M
376(3)
Nathalie Andrieux
57/W
44/W
68/M
865
503
856
Maud Bailly
Thierry Billot
Josseline de
Clausade(1)
representing
Carpinienne de
Participations
69/W
432
Béatrice Dumurgier
49/W
650
Christiane
Féral-Schuhl
Franck Hattab(1)
representing
Foncière Euris
65/W
1,000
51/M
777
Didier Lévêque(1)
representing Finatis
Odile Muracciole(1)
representing Euris
Thomas Piquemal
representing Fimalac
61/M
62/W
53/M
24,102
14,065
2,500
Alexis Ravalais(1)
representing
Matignon Diderot
38/M
24,513
David de Rothschild
80/M
Frédéric Saint-Geours 72/M
400
1,400
_
_
1
1
_
2
_
_
_
_
_
_
_
_
þ
þ
þ
þ
þ
2003
2025
20
2015
2024
2021
2024
2021
2024
2020
2023
2021
2024
2017
2023
8
2
2
3
2
6
2022
2023
0
2008
2025
15
2020
2023
2020
2023
2022
2025
2003
2023
2006
2023
3
3
0
20
17
C
M
C
M
M
M
M
M
C
M
(1) Representing the controlling shareholder.
(2) Excluding Casino/Euris (Euris and its subsidiaries, and Casino, Guichard-Perrachon and its subsidiaries).
(3) The Chairman and Chief Executive Officer also exercises majority control over the Company through Euris (see Chapter 7, section “Controlling
C: Chair./M: Member.
shareholder”).
Pursuant to the Board’s Internal Rules, in addition to the
shareholding requirement specified in the Company’s
Articles of Association, each Director elected at the
Annual General Meeting is required to own registered
shares equivalent to at least one year’s basic individual
compensation payable to him or her as a Director.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
5.2.2. BOARD DIVERSITY POLICY
The Board of Directors aims to apply the principles laid
down in the Afep-Medef Code with respect to its members.
Assisted by its Governance and Social Responsibility
Committee and its Appointments and Compensation
Committee, it periodically reviews its size, structure
and membership, and performs a similar review of its
Committees (see Article 12.2.4 of the Board of Directors’
Internal Rules and section 5.5.3 below, “Work of the Board
of Directors’ Specialised Committees in 2022”). During the
annual reviews of the Board’s practices and procedures,
an analysis is carried out to ensure that the Board and
its Committees have balanced membership structures
(see section 5.5.5, “Assessment of the Board of Directors’
practices and procedures”).
New candidates and re-appointments, which are submitted
for approval at shareholders’ meetings, take into account
the findings of the review of the Board’s practices and
procedures and are the subject of recommendations by
the Appointments and Compensation Committee.
Between June 2017 and June 2020 the Board of Directors
included employee representative Directors. This employee
representation ceased as a result of the amendments
to Articles L. 22-10-7 (formerly L. 225-27-1) et seq. of
the French Commercial Code pursuant to French law
No. 2019-486 of 22 May 2019 on corporate growth and
transformation (the “Pacte Law”), in accordance with which
Rallye (the parent company of Casino, Guichard-Perrachon)
became subject, without exception, to the mandatory
procedure on employee representation. Consequently, since
2020, employee representation has been organised at the
level of Rallye in its capacity as parent, and as from that time,
as a Rallye subsidiary, Casino, Guichard-Perrachon has not
been subject to the employee representation procedure.
Diverse and complementary
skills and expertise
The size of the Board is deemed appropriate. The Board
pursues the objectives of maintaining the diversity and
complementarity of technical skills and experience
among its members, gender balance, and a proportion of
Independent Directors greater than the one-third threshold
recommended by the Afep-Medef Code for companies
having a controlling shareholder, which is the case with
the Company.
Directors are proposed for election or re-election to maintain
or achieve such balance and ensure expertise consistent
with the Group’s business growth and transformation
strategy (food retail in France and Latin America, food and
non-food e-commerce and related services, commercial real
property, CSR improvement programmes, multi-channel
strategy and digital innovation) and the technical tasks
given to the Board’s Committees. Other important factors
are their willingness to be part of the Group’s growth, their
commitment to the Group’s ethical standards and social
responsibility programme, in addition to their availability in
light of the frequency of Board and Committee meetings.
No objective is set in terms of age, except for compliance
with the statutory age limit for holding office as a Director.
The Board gives priority to ensuring that its members have
a wealth of experience and complementary expertise.
Appointment procedures
New external candidates (independent or not) are proposed
by independent consulting firms based on the criteria,
profiles and areas of expertise specified by the Board and
its Committees, and are selected based on interviews by the
Appointments and Compensation Committee. Depending
on the target profile, the Chair of the Committee concerned
is also involved in the selection procedure and meets the
candidates.
The Lead Director and the Chairman and Chief Executive
Officer also participate in the selection process.
When a new Independent Director is proposed for election,
the Appointments and Compensation Committee ensures
that the candidate fulfils all the independence criteria in
the Afep-Medef Code.
The election and re-election of candidates proposed at
General Meetings, as well as changes in the Committees,
reflect the implementation of this policy (see sections 5.2.3
and 5.2.5 below).
The three Independent Directors elected by the 2021
Annual General Meeting were selected in line with the
Board’s diversity policy. The Board considered that their
election would enrich and strengthen its expertise in the
areas of products, customer care and digital technology,
reflecting the focus of the Group’s transformation strategy,
while also increasing the number of members with a
European and international background.
Their membership has thus also deepened and widened the
Board’s range of complementary skills and profiles adapted
to the Company’s different businesses and the goals and
challenges of its growth and transformation strategy.
The Board’s skills matrix is presented in section 5.2.4 below.
404
The selection process for new Independent Directors is
carried out as follows:
A complete welcome pack and Director’s questionnaire
are subsequently sent to the candidate Director.
● The Appointments and Compensation Committee draws
up the profile sought (required skills, experience and
qualities) based on the Group’s diversity policy and any
observations formulated in the assessment of the practices
and procedures of the Board and its Committees (the
Governance and Social Responsibility Committee is
involved in this process).
● The profile is sent to one or more recruitment agencies
and the candidate search is launched.
● The Appointments and Compensation Committee
examines the list of candidates and carries out interviews
(together with the Lead Director and the Chairman and
Chief Executive Officer for the final interviews).
During the interviews, the candidate Directors are given
information about the Group and its strategy, the Board’s
practices and procedures (including a description of the
role of the Board and its main Committees, the Board
and Committee members and the meeting schedules),
and they are given an explanation of what expectations
the Board has of the Director it is seeking.
● The Appointments and Compensation Committee then
chooses the candidate(s) to be put forward to the Board
of Directors, after analysing their independence status,
compliance with the Group’s rules of conduct and any
conflicts of interest.
● The Board selects the candidate(s) based on the
recommendation of the Appointments and Compensation
Committee.
● The shareholders are invited to elect the new Director(s)
in specific resolution(s) submitted to them at the Annual
General Meeting.
● A special Directors’ induction programme is organised,
via further meetings with all of the Board’s members and
the Executive Committee.
5.2.3. CHANGES TO THE COMPOSITION OF THE BOARD IN 2022
■ Changes that took place before the Annual
General Meeting of 10 May 2022
Jacques Dumas, Deputy Managing Director of Euris and
advisor to the Chairman and Chief Executive Officer of
Casino as well as Euris’ representative on Casino’s Board of
Directors, retired on 1 February 2022 and stepped down
from the Board. Since 1 February 2022, Euris has been
represented by Odile Muracciole, Legal Director of Euris.
Matignon Diderot appointed Franck-Philippe Georgin,
General Secretary of Casino Group, as its permanent
representative with effect from 1 February 2022.
■ Changes that took place at the Annual General Meeting of 10 May 2022
Annual General
Meeting of 10 May
2022
Expired term
Renewed term
Ratification of appointment
Jean-Charles Naouri
Jean-Charles Naouri
Finatis
(Didier Lévêque)(1)
Finatis
(Didier Lévêque)(1)
Société Carpinienne
de Participations
(Josseline de Clausade)(1)
Matignon Diderot
(Franck-Philippe Georgin)(1)
Matignon Diderot
(Franck-Philippe Georgin)(1)
(1) Director representing the controlling shareholder.
The terms of office of (i) Jean-Charles Naouri, Chairman
and Chief Executive Officer, (ii) Finatis, represented by
Didier Lévêque, and (iii) Matignon Diderot, represented by
Franck-Philippe Georgin, were renewed for three-year terms
at the Annual General Meeting of 10 May 2022.
When it met immediately after said Annual General Meeting,
the Board of Directors unanimously approved the proposal
to continue to combine the positions of Chairman of the
Board of Directors and Chief Executive Officer and to
re-appoint Jean-Charles Naouri to this dual role, based on
the unanimous recommendations of the Governance and
Social Responsibility Committee and the Appointments
and Compensation Committee.
At the same Annual General Meeting, the shareholders
ratified the Board’s appointment of Carpinienne de
Participations as a Director, represented by Josseline de
Clausade.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
■ Changes that took place after the Annual General
Meeting of 10 May 2022
On 22 September 2022, Alexis Ravalais replaced
Franck-Philippe Georgin as permanent representative of
Matignon Diderot, and on 26 October 2022, Franck Hattab
replaced Michel Savart as permanent representative of
Foncière Euris on the Company’s Board of Directors.
The detailed profiles of Alexis Ravalais and Franck Hattab
are provided in section 5.4 below, “Information about
corporate officers”.
Alexis Ravalais started his career in 2011 as an analyst and
then manager at Rothschild & Cie. He joined the Group
in 2014 where he was in charge of financing within the
Corporate Finance team of Casino and in 2017 became
Deputy Chief Financial Officer of Rallye. Since January 2022,
he has been Advisor to the Chairman of Euris in charge of
strategic investments. He has served as Chief Executive
Officer of Rallye since 29 September 2022, replacing
Franck Hattab.
Having begun his career in 1994 as a credit analyst
at Société Générale, Franck Hattab joined the Finance
Department at Rallye in 1999 as Chief Financial Officer.
He subsequently served as Chief Operating Officer of
Rallye, between February 2013 and April 2017, and on
3 April 2017 became Rallye’s Chief Executive Officer – a
position he held until 29 September 2022. Franck Hattab
has been Deputy Chief Executive Officer of Euris since
30 September 2022 and has replaced Michel Savart as
Chairman and Chief Executive Officer of Foncière Euris.
These two new members bring to the Board their skills and
in-depth knowledge of the Group’s business and the retail
sector, as well as their financial expertise, particularly the
management of shareholdings.
The Board’s skills matrix is presented in section 5.2.4 below.
There was therefore no change in the number of the Board’s
members in 2022 (fourteen). Independent Directors make
up 36% of the Board’s members, (which is higher than
the one-third recommended in the Afep-Medef Code for
controlled companies), and the proportion of women on
the Board complies with gender balance requirements, with
women representing 43% of the Board’s members (6/14).
The Board includes one member who has dual nationality.
Changes to the composition
of the Committees in 2022
Following the 2022 Annual General Meeting, the Board
of Directors made changes to the membership structure
and chairmanship of its three Committees in order for
each of them to be chaired by an Independent Director
as stipulated in the Board’s Internal Rules.
The changes were made to ensure that the Afep-Medef
Code’s recommendations on the proportion of Independent
Directors were respected and to ensure gender balance.
Two of the Board’s Committees are chaired by women.
Audit Committee
Governance and Social
Responsibility Committee
Appointments and
Compensation Committee
Before the Annual
General Meeting
of 10 May 2022
Frédéric Saint-Geours
(Chair)
Thierry Billot(1)
(Chair and Lead Director)
Nathalie Andrieux(1)
(Chair)
Thierry Billot(1)
Nathalie Andrieux(1)
Maud Bailly(1)
Béatrice Dumurgier(1)
Christiane Féral-Schuhl(1)
David de Rothschild
(1) Independent member.
Frédéric Saint-Geours
Audit Committee
Governance and Social
Responsibility Committee
Appointments and
Compensation Committee
After the Annual
General Meeting
of 10 May 2022
Thierry Billot(1)
(Chair and Lead Director)
Nathalie Andrieux(1)
(Chair)
Maud Bailly(1)
(Chair)
Béatrice Dumurgier(1)
Thierry Billot(1)
Nathalie Andrieux(1)
Frédéric Saint-Geours
Christiane Féral-Schuhl(1)
Thomas Piquemal
Number of members
3
Independent
Women
66.66%
33.33%
(1) Independent member.
Frédéric Saint-Geours
4
75%
50%
3
66.66%
66.66%
406
5.2.4. BOARD OF DIRECTORS’ SKILLS MATRIX (EXCLUDING
THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER)
The skills and expertise represented on the Board are consistent with the Group’s business and growth strategy, as well
as with the roles and responsibilities of the Board’s Committees.
Commerce
Retail
Digital
Technology
Media Finance
Real estate
Asset
management
Industry/
Transportation
Tourism Law
Social
Responsibility
International
experience
Senior
management
experience
Nathalie Andrieux(1)
Maud Bailly(1)
Thierry Billot(1)
Josseline de
Clausade,
representing
Carpinienne de
Participations(2)
Béatrice
Dumurgier(1)
Christiane
Feral-Schuhl(1)(2)
Franck Hattab,
representing
Foncière Euris(2)
Didier Lévêque,
representing Finatis
Odile Muracciole,
representing Euris(2)
Thomas Piquemal,
representing
Fimalac(2)
Alexis Ravalais,
representing
Matignon Diderot
David de
Rothschild(3)
Frédéric
Saint-Geours(2)
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
(1) Independent members.
(2) Term proposed for re-election at the 2023 Annual General Meeting.
(3) Term expires at the close of the 2023 Annual General Meeting.
The directorships, other positions and expertise of the members are described in detail below in section 5.4 “Information
about corporate officers”.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
5.2.5. COMPOSITION OF THE BOARD OF DIRECTORS
SUBMITTED TO THE 2023 ANNUAL GENERAL MEETING
Annual General Meeting
of 10 May 2023
Expired term
Renewed term
Christiane Féral-Schuhl(1)
Christiane Féral-Schuhl(1)
David de Rothschild
Frédéric Saint-Geours
Fimalac (Thomas Piquemal)
Carpinienne de Participations
(Josseline de Clausade)
Frédéric Saint-Geours
Fimalac (Thomas Piquemal)
Carpinienne de Participations
(Josseline de Clausade)
Euris (Odile Muracciole)
Euris (Odile Muracciole)
Foncière Euris (Franck Hattab)
Foncière Euris (Franck Hattab)
(1) Independent member.
The terms of the following Directors expire at the close of
the 2023 Annual General Meeting: Christiane Féral-Schuhl
(Independent Director), David de Rothschild, Frédéric
Saint-Geours, Fimalac (represented by Thomas Piquemal),
Carpinienne de Participations (represented by Josseline
de Clausade), Euris (represented by Odile Muracciole), and
Foncière Euris (represented by Franck Hattab). David de
Rothschild has informed the Board that he does not wish
to be put forward for re-election.
Based on the recommendation of the Appointments
and Compensation Committee, at the 2023 Annual
General Meeting, the Board of Directors will therefore
invite the shareholders to re-elect the following Directors
for three-year terms: Christiane Féral-Schuhl, Frédéric
Saint-Geours, Fimalac (represented by Thomas Piquemal),
Euris (represented by Odile Muracciole) and Foncière Euris
(represented by Franck Hattab). The Board will also invite
the shareholders to re-elect Carpinienne de Participations
(represented by Josseline de Clausade) for a two-year term,
in order to ensure that Directors are re-elected on more of a
rolling basis, as required under Article 16-I of the Company’s
Articles of Association. The staggering of Board members’
terms will be more regular over the next three years, with
four terms expiring in 2024 and in 2025, and five terms
expiring in 2026.
The Directors’ profiles are presented in section 5.4.
“Information about corporate officers”, below. Their skills
and expertise are consistent with the Group’s business and
growth strategy, as well as with the roles and responsibilities
of the Board’s Committees. The time they make available
to their directorship duties is clearly demonstrated in their
rates of attendance at Board and/or Board Committee
meetings (see section 5.5.5 below).
Diversity, independence and
complementary skills and expertise
of the Board as of the end of the 2023
Annual General Meeting
If the shareholders at the 2023 Annual General Meeting
approve the proposed re-elections described above, the
Board of Directors will be reduced to thirteen members
at the close of that Meeting.
It would have five Independent Directors (i.e., 38.5%), two
external Directors not qualifying as independent according
to the criteria set out in the Afep-Medef Code, and six
Directors representing the controlling shareholder who do
not control a majority of votes on the Board of Directors.
46% of Board members (6/13) are women.
The Board of Directors’ skills matrix and the analyses of the
Directors’ independence status at the close of the 2023
Annual General Meeting are set out in sections 5.2.4 and
5.2.6 respectively, and are also illustrated below.
Independence rate
13 Directors
38.5%
46%
are women
Average age(*)
58.17
(*) In years – Averages calculated at 31 December 2023 excluding the Chairman and Chief Executive Offi cer.
Average seniority(*)
5.25
Average seniority
of independent
members: 4 years
408
Senior
Management
International
experience
Finance
Social
Responsibility
Law
Commerce/
Retail
Digital/
Technology/
Media
Real
estate
Industry/
Transportation/
Tourism
11
8
8
6
3
7
5
4
4
General skills
Specifi c skills
5.2.6. INDEPENDENT DIRECTORS
In accordance with Afep-Medef Code recommendations,
during the annual review of its composition and of the
proposed re-elections and election of Directors, the Board
of Directors analysed the situation of its members based on
the Appointments and Compensation Committee’s work
and recommendation.
Relying on the definition contained in the Afep-Medef
Code, the Board considered that a Director is independent
when he or she has no relationship of any kind whatsoever
with the Company, its Group or the management of either
that could compromise the independence of his or her
judgement.
At the 9 March 2023 Board meeting, the independence of
each Director serving on the Board after the 2023 Annual
General Meeting (provided that all the proposed re-elections
of Directors are approved) was assessed in relation to all of
the independence criteria in the Afep-Medef Code. These
eight criteria are as follows:
● criterion 1: not be an employee or executive corporate
officer of the Company, or an employee, executive corporate
officer, or Director of a company within the Company’s
consolidation scope, or of the Company’s parent or a
company within said parent’s consolidation scope, and not
have held any of said positions in the previous five years;
● criterion 2: not be an executive corporate officer of a
company in which the Company holds a directorship,
directly or indirectly, or in which an employee appointed
as such or an executive corporate officer of the Company
(currently in office or having held such office for less than
five years) is a Director;
● criterion 3: not be (or be related either directly or indirectly
to anyone who is) a customer, supplier, investment banker
or commercial banker material to the Company or its
Group, or that generate a material portion of its business
with the Company or the Group;
● criterion 4: not be related by close family ties to a corporate
officer;
● criterion 5: not have been a Statutory Auditor of the
Company during the previous five years;
● criterion 6: not have been a Director of the Company
for more than 12 years (a Director no longer qualifies
as independent once the 12-year threshold is reached);
● criterion 7: not be a non-executive corporate officer of the
Company who receives variable compensation in cash or
in the form of shares or any compensation linked to the
performance of the Company or the Group;
● criterion 8: not be and not control or represent a shareholder
that owns, either alone or together with others, over 10%
of the shares or 10% of the voting rights at Company
shareholders’ meetings (beyond a 10% threshold in
shares or voting rights, the Board, upon a report from
the Appointments and Compensation Committee, should
systematically review the qualification of a Director as
independent in the light of the make-up of the Company’s
capital and the existence of a potential conflict of interest).
The Board has carefully reviewed material business ties, as it
does each year (criterion 3), based on a multi-criteria analysis.
When business flows or relationships have been identified
between the Company or Group and companies in which
Directors who qualify as independent hold positions or
directorships, a number of qualitative and/or quantitative
factors are generally taken into account by the Board to
confirm their independence, including the non-materiality
of the transactions for each of the parties, the fact that the
Director does not hold an executive position within the
company or group concerned or does not have a stake in
managing the relationship and that the business relationship
pre-dates his or her election to the Company’s Board.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
The Board of Directors has confirmed its analysis of the
independence of Nathalie Andrieux, Christiane Féral-Schuhl,
Maud Bailly and Béatrice Dumurgier and confirmed that
none of them has any direct or indirect business ties with
the Company or its Group that might compromise their
freedom of judgement.
With regard to Thierry Billot, based on an analysis of various
different criteria, the Board has concluded that the business
ties between the Casino and Bel groups are unlikely to
compromise his independence of judgement with respect
to matters discussed by the Board, nor are they likely to give
rise to conflicts of interest. The Board therefore considers that
Thierry Billot qualifies as an Independent Director. The Board
noted in particular that Thierry Billot serves on the Board of
Directors of Bel as an Independent Director and does not
hold any management position within the Bel organisation.
In addition, Thierry Billot does not have any direct business
ties with Casino, its Group or its management. He does not
receive any compensation and has no personal interests in
relation to the two groups’ business ties and the contracts
concerned. Under the organisation described above, Casino’s
purchase contracts are negotiated with suppliers by the
Auxo Achats Alimentaires central purchasing unit set up
as a joint venture with Intermarché. Thierry Billot is not a
stakeholder and has no decision-making authority over
the contracts underpinning the pre-existing, established
business relationship on an arm’s length basis between
the Bel and Casino groups. There is no situation of financial
dependence nor any exclusive arrangement of any kind
between the parties.
Thierry Billot has stated that he is not exposed to any conflict
of interest and that, should any conflict of interest arise, he
would refrain from taking part in any Board discussion or
decision involving either of these companies in accordance
with the Board’s Internal Rules.
As in prior years, Thomas Piquemal, representative and
Deputy Chief Executive Officer of Fimalac, cannot be
qualified as independent due to the fact that Jean-Charles
Naouri sits on the Board of Directors of Fimalac and in view
of the agreement entered into by Jean-Charles Naouri
and Marc Ladreit de Lacharrière, Chairman and Chief
Executive Officer of Fimalac (see Rallye press release dated
30 March 2020).
Six Directors would represent the controlling shareholder:
Jean-Charles Naouri, Chairman and Chief Executive Officer,
Josseline de Clausade, Odile Muracciole, Franck Hattab,
Didier Lévêque and Alexis Ravalais. They do not hold the
majority of votes on the Board of Directors.
The following table presents the Board of Directors’ analysis
of the independence status of each director who would sit
on the Board as of the close of the 2023 Annual General
Meeting:
410
Directors
Nathalie Andrieux
Maud Bailly
Thierry Billot
Béatrice Dumurgier
Christiane Féral-Schuhl(1)
Thomas Piquemal,
representing Fimalac(1)
Frédéric Saint-Geours(1)
Jean-Charles Naouri
Josseline de Clausade,
representing Carpinienne
de Participations(1)
Alexis Ravalais, representing
Matignon Diderot
Didier Lévêque,
representing Finatis
Odile Muracciole,
representing Euris(1)
Franck Hattab, representing
Foncière Euris(1)
Criterion
1
Criterion
2
Criterion
3
Criterion
4
Criterion
5
Criterion
6
Criterion
7
Criterion
8
yes
yes
yes
yes
yes
yes
yes
no
yes
yes
yes
yes
yes
no
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
no
no
yes
yes
yes
yes
yes
yes
yes
yes
Qualification
Independent
Independent
Independent
Independent
Independent
yes
yes
yes
yes
yes
yes
Not Independent
yes
no
Not Independent
Not Independent
no
yes
yes
yes
yes
yes
yes
no
Not Independent
no
yes
yes
yes
yes
yes
yes
no
Not Independent
no
yes
yes
yes
yes
no
yes
no
Not Independent
no
yes
yes
yes
yes
yes
yes
no
Not Independent
no
yes
yes
yes
yes
yes
yes
no
Not Independent
(1) Director proposed for re-election at the 2023 Annual General Meeting.
Five out of the 13 Directors serving on the Board of Directors would therefore qualify as independent – equivalent to
38.5% – which exceeds the threshold of one-third recommended by the Afep-Medef Code for controlled companies.
5.2.7. NON-VOTING DIRECTORS
The Board of Directors may propose the election of
Non-Voting Directors. Non-Voting Directors, elected for
three-year terms, attend Board meetings in an advisory
capacity only. They express opinions or make observations
that they deem appropriate. No more than five Non-Voting
Directors can sit on the Board. The age limit for serving as
a Non-Voting Director is 80. The Non-Voting Directors are
subject to the same obligations as the other Directors with
regard to keeping information confidential and abstaining
from carrying out transactions involving Company securities,
under the conditions set forth in the Company’s Insider
Trading Policy.
To date, the Board of Directors does not include any
non-voting members.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
5.3. GOVERNANCE STRUCTURE
5.3.1. THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Since the decision of the Board of Directors at its meeting
of 21 March 2005 to combine the functions of Chairman
of the Board of Directors and Chief Executive Officer and
attribute them to the one person, said functions have been
performed by Jean-Charles Naouri, controlling shareholder
of the Group and the sole executive corporate officer of
the Company.
After Jean-Charles Naouri was re-elected as a Director at
the Annual General Meeting of 10 May 2022, the Board of
Directors decided to maintain this combination of functions,
as it was considered well suited to a company with a sole
controlling shareholder, and to re-appoint Jean-Charles
Naouri as Chairman and Chief Executive Officer on the
unanimous recommendation of the Governance and Social
Responsibility Committee and the Appointments and
Compensation Committee and the unanimous opinion of
the independent members.
The Board considers that the Group’s strategic and financial
challenges represent a compelling argument in favour of
continuing to combine the roles of Chairman and Chief
Executive Officer in a highly-competitive, fast-changing
environment, as this governance structure makes decision-
making processes more efficient by strengthening the
link between strategic planning and implementation. The
Independent Directors unanimously agreed that continuing
to combine the positions of Chairman of the Board and
Chief Executive Officer was in the Group’s interests. They
expressed the opinion that the strategic and financial
challenges facing the Group require a unified approach
that can undeniably best be provided by the Chairman
and Chief Executive Officer.
Balanced governance
In accordance with the Chairman and Chief Executive
Officer’s wishes, Senior Management’s powers were restricted
and an Independent Lead Director was elected to ensure,
in particular, that the combined duties of Chairman of the
Board of Directors and Chief Executive Officer are performed
in compliance with the principles of sound governance. The
role of Lead Director was created on 11 May 2012 and has
been fulfilled since then by an Independent Director (see
section 5.3.3 below).
Specifi c measures to ensure
balanced governance
The sound practices favouring balanced governance are
listed in the Board’s Internal Rules. These practices are
mainly the following:
● the existence of specialised Committees that prepare the
Board’s work and the chairmanship of which is entrusted
to an Independent Director: the Audit Committee, the
Appointments and Compensation Committee, and the
Governance and Social Responsibility Committee;
● compliance with the Afep-Medef Code’s recommendations
concerning the proportion of Independent Directors on
the Board of Directors and on the Committees;
● monitoring of significant or strategic transactions, or the
study of specific matters, entrusted to the Audit Committee
or ad hoc committees consisting of independent directors
who may seek advice from independent experts;
● holding a meeting of independent members at least once
a year to discuss any subject. These meetings, chaired by
the Independent Lead Director, provide an opportunity
to conduct an annual review of the Board’s practices
and procedures and to monitor implementation of the
suggestions resulting from the review;
● the Independent Lead Director’s work in preventing and
managing conflicts of interest and his or her role vis à vis
independent members;
● the restrictions on the powers of the Chairman and Chief
Executive Officer (see section 5.3.2 below) and the practice
of systematically submitting significant transactions for the
Group to the Board and its Audit Committee for review;
● implementing procedures to strictly manage conflicts
of interest, the ability of the Governance and Social
Responsibility Committee to examine any exceptional issue
that could potentially give rise to a conflict of interest and
the procedure for reviewing agreements between related
parties, entrusted since 2015 to the Audit Committee
in addition to the review of related-party agreements
and related independent expert advice issued in that
respect; the Committee also performs an annual review
and an assessment of so-called “arm’s length” agreements
entered into by the Company (since 2019) (see section
5.5.6 “Rules of conduct – Conflicts of interest – Protection
of minority shareholders”, below);
● periodic review of the Board’s internal rules and the
Committees’ charters, and modification of their provisions,
where required.
As part of these good practices, following the initiation
of safeguard proceedings at the Company’s parent
companies (Rallye, Foncière Euris, Finatis and Euris) and
on the recommendation of the Governance and Social
Responsibility Committee, in 2019, the Board of Directors
decided to ask the Governance and Social Responsibility
Committee, whose membership was expanded for this
specific purpose to include all the Independent Directors,
to carry out a temporary assignment, which consisted in
regularly informing the Board of the developments in the
safeguard proceedings and the preparation of the safeguard
plans, examining the impacts on Casino and ensuring that
Casino’s corporate interests were protected in the context
of the safeguard proceedings (see sections 5.5.2, 5.5.3
and 5.5.6 below).
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5.3.2. RESTRICTIONS ON THE POWERS OF THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER – POWERS
OF THE BOARD OF DIRECTORS
Article L. 225-56 of the French Commercial Code gives the
Chairman and Chief Executive Officer unlimited powers
to act on the Company’s behalf in all circumstances. He
exercises his powers within the scope of the corporate
purposes and subject to those powers specifically vested by
law in the shareholders at shareholders’ meetings or in the
Board of Directors. The Chief Executive Officer represents
the Company in its dealings with third parties.
Consistent with the principles of sound corporate
governance, the Chairman wished certain management
transactions to be submitted to the Board for prior approval
in view of the type of transaction and/or the amounts
involved. Thresholds have been fixed so as to reserve the
most significant transactions for the Board of Directors, in
accordance with law and the principles of good corporate
governance.
Specifically, the Chairman and Chief Executive Officer is
required to obtain the Board’s prior authorisation for the
following:
● transactions that could potentially affect the strategy
of the Company and its controlled subsidiaries, their
financial structure or scope of business, particularly the
execution or termination of industrial and commercial
agreements that could significantly impact the Group’s
future development;
● transactions valued individually at over €500 million,
including but not limited to:
- investments in securities and immediate or deferred
investments in any company or business venture,
- contributions or exchanges of assets, with or without
additional compensation, concerning goods, rights or
securities,
- acquisitions of real property or 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,
- transactions or compromises to settle legal disputes,
- disposals of real property or real property rights,
- full or partial divestments of equity interests,
- constitution of collateral and guarantees.
As an exception to the above rules, the Chairman and Chief
Executive Officer may, on an exceptional basis and after
obtaining the opinion of the Audit Committee, carry out any
transaction valued at no more than 15% of consolidated
equity as measured at the previous year-end. The Chairman
and Chief Executive Officer reports on any such transaction
at the next Board meeting.
These provisions apply to transactions carried directly by
the Company and by all entities the Company directly or
indirectly controls, except for intragroup transactions.
In addition, the Chairman and Chief Executive Officer
is also given specific authorisations each year to issue
sureties, collateral and guarantees and carry out financing
transactions. These authorisations are renewed each year
on the recommendation of the Governance and Social
Responsibility Committee. They were most recently renewed
in the fourth quarter of 2022 for 2023.
Under these authorisations, the Chairman and Chief
Executive Officer may grant liens or security interests,
collateral, or guarantees to third parties in the Company’s
name, subject to a maximum annual limit of €1.5 billion
and a maximum limit per commitment of €500 million.
The Chairman and 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 €3.5 billion per year
and a maximum limit per transaction of €500 million.
To cover seasonal needs, he or she may also negotiate,
implement, roll over and extend short-term advances up
to a maximum amount of €1 billion.
The Chairman and Chief Executive Officer may issue bonds or
any debt securities other than commercial paper, including
under the EMTN programme (joint programme for the
Company and its subsidiary Casino Finance) or otherwise,
subject to a ceiling of €3.5 billion, determine the terms
and conditions of any such issue and carry out all related
market transactions. He or she may also issue commercial
paper subject to a ceiling of €2 billion.
He or she is also authorised to repurchase debt securities
issued in an annual nominal amount of €1 billion and
determine the terms and conditions thereof.
As well as these specific annual authorisations, the Chairman
and Chief Executive Officer may act in the Company’s name
to guarantee all commitments given by Casino Finance on
behalf of third parties in respect of:
● bond issues, including those as part of an EMTN programme
(joint programme for the Company and its subsidiary Casino
Finance), and/or commercial paper, and/or short-term
debt securities, as well as loans, confirmed credit lines,
financings and short-term advance facility agreements,
within the limit of the same specific caps per transaction
and per year as fixed above for annual authorisations of
the aforementioned loans;
● foreign exchange transactions and derivative instruments
associated with an ISDA or FBF Master Agreement entered
into by Casino Finance, subject to a ceiling of €100 million
per bank and within the limit of a total of €1.2 billion.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
5.3.3. ROLE OF THE LEAD DIRECTOR
In accordance with Article 13 of the Board of Directors’
Internal Rules, the Lead Director is elected from among
the independent members of the Governance and Social
Responsibility Committee on the proposal of the Chairman
and Chief Executive Officer and upon review by the
Appointments and Compensation Committee.
The Lead Director is responsible for ensuring that the
combination of the roles of Chairman and Chief Executive
Officer does not have an adverse impact on the proper
functioning of the Board, for example regarding the
information given to Directors, the inclusion of items on
the agenda of Board meetings and the organisation of
Board discussions and votes. The Lead Director also plays
an essential role in preventing and managing conflicts of
interest.
Thierry Billot, Independent Director, has served as Lead
Director since 12 October 2021.
Since 10 May 2022, he has chaired the Audit Committee,
which is also responsible for examining or monitoring
material or strategic transactions and examining specific
issues, as well as – since 2015 – reviewing the agreements
between related parties and – since 2019 – performing
an annual review of so-called “arm’s length” agreements
entered into by the Company (see sections 5.5.3 (Audit
Committee) and 5.5.6 “Rules of conduct – Conflicts of
interest – Protection of minority shareholders”).
He is also a member of the Governance and Social
Responsibility Committee, which he chaired until
10 May 2022, responsible for monitoring and implementing
best governance practices, and may submit to the
Committee any issues that arise during the performance
of his duties as Lead Director. He may attend meetings
of Committees of which he is not a member and have
access to all their work and to information that is made
available to them.
He chairs meetings of Independent Directors (executive
sessions), which provide an opportunity to discuss any
subjects they may suggest and to conduct an annual review
of the functioning of the Board.
Accordingly, he acts as guarantor of the sound governance
and independence of the Board of Directors. He ensures the
balance of power and the protection of minority interests.
In addition, every year, since 2019, the Board has been
tasking the Lead Director with engaging in dialogue with
investors and voting consultants on corporate governance
issues.
The activity reports of the Lead Director for 2022 are
presented on pages 450 and 451 (see section 5.5.4 below).
5.3.4. EXECUTIVE COMMITTEE AS OF 9 MARCH 2023
Under the authority of the Chairman and Chief Executive
Officer, the Executive Committee is responsible for the
day-to-day management of the Group’s operations. It
implements the Group’s strategy as defined by the Board
of Directors and the Chief Executive Officer. Responsible
for strategic thinking, as well as coordinating, sharing, and
monitoring cross-functional projects, including on societal
and environmental matters, it ensures that action plans
implemented by all its subsidiaries and operating divisions
are consistent with one another and, in that respect, can
take any necessary decisions. It monitors the Group’s results,
financial ratios, financial and non-financial performance
indicators, and draws up the Group’s overall business plans.
The Committee meets once a month.
The Executive Committee has 16 members, including the
Chairman and Chief Executive Officer, the Chief Executive
Officers of the Group’s main subsidiaries and Directors of
the corporate functions:
● Jean-Charles Naouri, Chairman and Chief Executive Officer;
● Guillaume Appéré, General Secretary and Executive
Committee Secretary;
● Magali Daubinet-Salen, Chief Operating Officer of
Distribution Casino France;
● Hervé Daudin, Executive Director, Merchandise and
Chairman of Achats Marchandises Casino;
● Vincent Doumerc, Chief Executive Officer of Franprix;
● Marie Even, Chief Operating Officer of Cdiscount;
● Carlos Mario Giraldo Moreno, Chief Executive Officer of
Grupo Éxito (Colombia);
● Emmanuel Grenier, Executive Director, E-commerce;
● Raphaële Hauzy, Director of Human Resources France;
● Nicolas Joly, Group M&A Project Director and Chairman
of Casino Immobilier;
● Julien Lagubeau, Chief Operating Officer;
● David Lubek, Group Chief Financial Officer;
● Matthieu Riché, Director of CSR and Engagement;
● Tina Schuler, Chief Executive Officer of Casino Banners
and Chair of Distribution Casino France;
● Guillaume Sénéclauze, Chairman of Monoprix and Chairman
of Naturalia;
● Stéphanie Zolesio, Chief Executive Officer of Casino
Immobilier.
As of 9 March 2023, 31% of the Group Executive Committee
members were women.
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Gender balance on management
committees and diversity in the most
senior management positions
The Group’s long-standing human resources development
policies, covering such areas as hiring, training, support,
mentoring, career management and cross-functional
mobility, are designed to foster and develop diverse
potentials, without discriminating against potential
candidates – women in particular – in order to prepare
succession plans to take over from Senior Management
when the time comes.
All of the initiatives deployed each year aim notably to
improve, over time, the gender balance on the Business
Units’ management committees and in the Group Executive
Committee.
Senior Management tracks the main indicators concerning
the women employed in the Business Units in order to
ensure that gender balance and fairness are embedded
in career advancement opportunities. The indicators are
consolidated as of 30 June and 31 December of each year.
The indicators notably measure the change in the proportion
of top management positions (corresponding to the top two
levels in the management hierarchy represented by senior
executives and Senior Management) held by women and
the proportion of women members of the management
committees in France.
Concerning gender balance at Senior Management level, the
Group has set a target of 36% of top management positions
in France being held by women by the end of 2023, with a
minimum of 34.5%. Improved gender balance on the Group
Executive Committee and the Management Committees of
the Business Units in France will help the Group meet this
objective. This Senior Management gender balance objective
is one of the two CSR performance criteria included in the
long-term incentive (LTI) plans (2021-2023 three-year
incentive plans) for the Chairman and Chief Executive
Officer and Senior Management decided by the Board of
Directors in 2021. For the 2022-2024 and 2023-2025
LTIs, the objective has been raised to 38% women in top
management positions in France by the end of 2024 (with
a minimum of 36.5%) and 40% by the end of 2025, with
a 2025 minimum of 38.5% corresponding to the 2024
objective plus 0.5 points (see Chapter 6).
The action plans were supplemented during 2022 with
the renewal of the “women-only talent committees”
created by the Group Executive Committee in 2020 to
identify talented women capable of taking on greater
responsibilities in the short to medium term and increase the
proportion of women in top management positions more
rapidly. Various other initiatives were launched or stepped
up in 2022, such as the appointment of women to top
management positions, the creation of talent pools, training
and development plans (piloting a training programme to
encourage women’s career development, irrespective of their
socio-professional background (the “SI ELLES” pathway),
coaching and mentoring plans, awareness-raising initiatives
and actions to promote gender diversity). These action plans
have helped maintain a significant proportion of women
in top management positions in 2022.
All of these initiatives and the results obtained are monitored
and discussed annually by the Board of Directors and its
Committees, as part of their review of the gender equality
policy and the Group’s succession plans.
At 31 December 2022, the proportion of women in top
management positions was 35.3% (compared with 36% at
end-2021, 32% at end-2020 and 28.9% at end-2019). This
is above the target that was set by the Board of Directors
in the 2020-2022 LTI three-year plan, namely that 34%
of the Group’s top management posts should be held by
women by 31 December 2022.
At 31 December 2022, five of the 15 members of the
Group Executive Committee were women, i.e., 33.3% (5/15)
versus 28.6% (4/14) at end-2021 and 25% at end-2020.
Within the management group represented by the Group
Executive Committee and the Management Committees
of the Business Units in France, the proportion of women
was 36.4% at 31 December 2022 versus 35.5% at
31 December 2021.
These indicators provide a basis for assessing the results of
efforts to increase the proportion of women holding Senior
Management positions in France as of 31 December 2022.
The management teams are actively pursuing existing
programmes and implementing new action plans aimed
at increasing the proportion of women in the Group’s talent
pools, which represent an essential stepping stone towards
improved gender balance at Senior Management level.
The quality of the Group’s gender equality policy has been
officially recognised in France and Latin America and in the
7 places gained by Casino in the SBF 120 gender equality
ranking published in November 2022. Concerning the
compensation index, Casino Group’s weighted average
Workplace Equality Index score in 2023 based on 2022 data
was 94/100, up 2 points on the 92/100 score it achieved
in 2022 based on 2021 data (for 34 French entities of
Casino Group that were included in the calculation), and
representing 19 points more than the statutory minimum
score of 75/100.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
5.4. INFORMATION ABOUT CORPORATE OFFICERS
Jean-Charles Naouri
Chairman and Chief Executive Officer
Born: 8 March 1949
Nationality: French
Business address: 1, cours Antoine Guichard – 42000 Saint-Étienne, France
Number of Casino shares held: 376
■ Profile
A graduate of École normale supérieure (majoring in Science), Harvard University and École nationale d’administration,
Jean-Charles Naouri, an Inspecteur général des finances, began his career at the French Treasury. He was appointed Chief
of Staff for the Minister of Social Affairs and National Solidarity in 1982, then Chief of Staff for the Minister of the Economy,
Finance and Budget in 1984. In 1987, he founded Euris, which became the controlling shareholder of Rallye in 1991 and
then of Casino in 1998. Jean-Charles Naouri has been Chairman and Chief Executive Officer of Casino since March 2005.
■ Main executive positions
Chairman and Chief Executive Officer of Casino, Guichard-Perrachon (listed company)
Chairman of Euris SAS
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of offi ce
4 September 2003
AGM to be held in 2025
Chairman of the Board of Directors
4 September 2003
AGM to be held in 2025
Chief Executive Officer
21 March 2005
AGM to be held in 2025
■ Other current directorships and positions
Within Casino Group/Euris
§ Chairman of the Board of Directors and Director of Rallye (listed company);
§ Chairman of Euris Holding and Financière Euris;
§ Chairman and Member of the Board of Directors of Companhia Brasileira de Distribuição (listed company – Brazil);
§ Chairman and Member of the Board of Directors of Sendas Distribuidora SA (Assaí – listed company – Brazil);
§ Vice-Chairman and Director of Fondation d’Entreprise Casino;
§ Chairman of Fondation Euris.
Outside Casino Group/Euris
§ Director and Member of the Selection, Appointments and Compensation Committee of Fimalac;
§ Honorary Chairman of Institut de l’École normale supérieure.
■ Directorships and positions held in the past five years (now ended)
§ Member and Chairman of the Supervisory Board of GreenYellow (SAS) – 2022
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Nathalie Andrieux
Independent Director
Born: 27 July 1965
Nationality: French
Business address: 171, rue de l’Université – 75007 Paris, France
Number of Casino shares held: 865
■ Profile
Nathalie Andrieux is a graduate of École supérieure d’informatique (Sup’Info) and ESCP Europe. She joined the La Poste
group (French Postal Service) in 1997, was appointed Chief Executive Officer of Média Poste in 2004 and Chair of the
Board in 2009. She became Chair of the Board of La Poste Numérique in 2012, a position she held until March 2015.
Previously, she held various positions in the Banque Populaire group, Casden (1993-1997) and Bred (1990-1993). In
April 2018 she was appointed Chief Executive Officer of Geolid, a communication and digital referencing company and
served as Chair and Chief Executive Officer of that company from May 2019 until December 2022.
■ Main executive position
Director of various companies
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Independent Director
Date of appointment
End of term of offi ce
12 May 2015
AGM to be held in 2024
Member of the Appointments and Compensation Committee
7 July 2015
AGM to be held in 2024
Member of the Governance and Social Responsibility Committee 15 May 2018
AGM to be held in 2024
Chair of the Governance and Social Responsibility Committee
10 May 2022
AGM to be held in 2024
■ Other current directorships and positions
Outside Casino Group/Euris
§ Director of Topco GB (Burger King group)
■ Directorships and positions held in the past five years (now ended)
§ Chair and Chief Executive Officer of Geolid – 2022;
§ Member of the Supervisory Board and Member of the Audit Committee of Lagardère (listed company) – 2020;
§ Chair of the Board of Directors of ENSCI-Les Ateliers – 2019;
§ Non-executive member of the Strategy Committee of Groupe Open (listed company) – 2019;
§ Director, Member of the Strategy Committee and Chair of the Governance and CSR Committee of Inetum (formerly
GFI Informatique) – 2022;
§ Chair of the Appointments and Compensation Committee of Casino, Guichard-Perrachon (listed company) – 2022.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Maud Bailly
Independent Director
Born: 14 January 1979
Nationality: French
Business address: 82, rue Henry Farman – 92130 Issy-les-Moulineaux, France
Number of Casino shares held: 503
■ Profile
After graduating from École normale supérieure de Lettres et Sciences Humaines (2003), Institut d’Études Politiques de
Paris (2004) and École nationale d’administration (2007), Maud Bailly began her career with the French government’s
General Finance Inspectorate, where she carried out various audit engagements in France and abroad, notably for the
World Bank and the International Monetary Fund. In 2011, she joined the SNCF, where she served as Director of Paris
Montparnasse station and Deputy Director of TGV product coordination for the Paris Rive Gauche area (2011-2014) and
then Director of Trains (2014-2015). In 2015, she was appointed Head of the economic department at the French Prime
Minister’s Office, responsible for budget, tax, industrial and digital affairs. In 2017, she joined the AccorHotels Group as
Chief Digital Officer, sitting on the Executive Committee, in charge of Distribution, Sales, Data, Information Systems and
the Customer Experience. In October 2020, she became CEO Southern Europe, heading up the Accor group’s operations
in seven countries (France, Spain, Italy, Portugal, Greece, Malta and Israel). Since 1 January 2023, she has been CEO of the
operating entity that combines the Sofitel, Sofitel Legend, MGallery and Emblems brands worldwide. Maud Bailly also
lectures in management and organisational transformation.
■ Main executive position
CEO Sofitel, Sofitel Legend, MGallery and Emblems of the Accor Group (listed company)
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Independent Director
Date of appointment
End of term of offi ce
12 May 2021
AGM to be held in 2024
Member of the Appointments and Compensation Committee 11 June 2021
AGM to be held in 2024
Chair of the Appointments and Compensation Committee
10 May 2022
AGM to be held in 2024
■ Other current directorships and positions
Outside Casino Group/Euris
§ Member of the Supervisory Board of Babilou Family;
§ Member of the Board of Directors of the GL Events group (listed company).
■ Directorships and positions held in the past five years (now ended)
None.
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Thierry Billot
Independent Director
Born: 20 February 1955
Nationality: French
Business address: 6, avenue de Camoëns – 75116 Paris, France
Number of Casino shares held: 856
■ Profile
Thierry Billot is a graduate of the ESCP Europe business school. He began his career as an auditor with the independent
audit firm Peat Marwick Mitchell. In late 1982, he joined the Pernod Ricard group as an internal auditor before being
appointed Head of Financial Services and then Group Chief Financial Officer in 1986. He became Chairman & Chief
Executive Officer of Pernod Ricard USA in 1992 and led the group’s entry into the Americas region. In 1997, he returned
to France to take up the post of Chairman & Chief Executive Officer of Pernod and then in 2002 was named Chairman &
Chief Executive Officer of Pernod Ricard EMEA. In 2008, he joined Senior Management as Deputy Chief Executive Officer
of the Pernod Ricard group, in charge of its brand portfolio, strategic plan, marketing department and manufacturing
department, and served in this post until 2015.
■ Main executive position
Director of various companies
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Independent Director
Lead Director
Date of appointment
End of term of offi ce
12 May 2021
AGM to be held in 2024
12 October 2021
AGM to be held in 2024
Member of the Governance and Social Responsibility Committee 11 June 2021
AGM to be held in 2024
Member of the Audit Committee
Chair of the Audit Committee
11 June 2021
AGM to be held in 2024
10 May 2022
AGM to be held in 2024
■ Other current directorships and positions
Outside Casino Group/Euris
§ Lead Independent Director, Bel group (listed company);
§ Member of the Supervisory Board, member of the Appointments and Compensation Committee and Chairman of
the Audit Committee of Unibel (the holding company that controls the Bel group).
■ Directorships and positions held in the past five years (now ended)
§ Director of Neoma Business School;
§ Chair of the Governance and Social Responsibility Committee of Casino, Guichard-Perrachon
(listed company) – 2022.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Béatrice Dumurgier
Independent Director
Born: 14 November 1973
Nationality: French
Business address: 24, rue Toulouse Lautrec – 75017 Paris, France
Number of Casino shares held: 650
■ Profile
Béatrice Dumurgier is a graduate of École Polytechnique (1997) and Corps des Ponts et Chaussées (2000) and holds a
Master of Science from the Massachusetts Institute of Technology (Boston, 2000). She began her career at McKinsey in
France and the United States and then in 2000 went on to join the Paris Club in the Treasury Department of the French
Ministry of Finance and subsequently the French government’s investment agency (Agence des Participations de l’État).
In 2004, she joined Cetelem – BNP Paribas’ consumer credit subsidiary – as Head of M&A and Strategy (2004-2007). She
then served in the following posts at BNP Paribas: Secretary of the Group Executive Committee (2007-2010), Head of
Region for the French Retail Network (2010-2012) and Chief Operating officer of BNP Paribas Retail Banking, where she
drove the digital transformation of retail banking activities (2012-2016). From 2016 to 2019 she was Chief Executive
Officer of BNP Paribas Personal Investors, BNP Paribas’ online brokerage services business line, operating in Europe and
India. Béatrice Dumurgier joined BlaBlaCar in 2019 as Chief Operating Officer, sitting on the Executive Committee, and
Chief Executive Officer of BlaBlaBus. She held these posts until early 2021, before joining BlackFin Capital Partners as
Senior Advisor. Since September 2022, she has served as Deputy Chief Executive Officer of Believe SA.
■ Main executive position
Deputy Chief Executive Officer of Believe (listed company)
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Independent Director
Member of the Audit Committee
Date of appointment
End of term of offi ce
12 May 2021
11 June 2021
AGM to be held in 2024
AGM to be held in 2024
■ Other current directorships and positions
Outside Casino Group/Euris
§ Director of SPAC Transition (listed company);
§ Director of Peugeot Invest (listed company);
§ Member of the French American Foundation;
§ Member of Club Choiseul.
■ Directorships and positions held in the past five years (now ended)
§ Director of SNCF Mobilités – 2019;
§ Chief Executive Office of BNP Paribas Personal Investor – 2019;
§ Chair of the Board of Directors of Sharekhan – a BNP Paribas Personal Investors subsidiary based in India – 2019;
§ Chief Operating Officer of BlaBlaCar and Chief Executive Officer of BlaBlaBus – 2021;
§ Senior Advisor to BlackFin Capital Partners – 2022.
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Christiane Féral-Schuhl
Independent Director
(proposed for re-election)
Born: 21 May 1957
Nationality: French and Canadian
Business address: 24, rue Erlanger – 75016 Paris, France
Number of Casino shares held: 1,000
■ Profile
Member of the Paris Bar (since 1981) and the Quebec Bar (since 2016), Christiane Féral-Schuhl holds a degree from
Université de Paris II (maîtrise en Droit des affaires – Masters in Business Law). She joined the international law firm
Serrero, Giroux & Buhagiar before moving to Huglo-Lepage. In 1988, with Bruno Grégoire Sainte-Marie, she founded
FG Associés, a firm specialising in the law relating to new technologies. In 1998, they and their team joined Salans to form
the IT department (Informatics, Technologies and Communication) of the international firm’s Paris office. In 2006, they
decided to create a specialised firm, Féral-Schuhl/Sainte-Marie, ranked for more than ten consecutive years as a “go-to
firm” and “leading firm” in professional reference guides and rated several times as “IT Law Firm of the Year in France”.
Christiane Féral-Schuhl holds specialisation certificates in the law relating to new technologies, computers/information
systems and communication and in intellectual property law. Her particular areas of practice are IT, internet, media and
telecommunications law. She also acts as mediator, arbitrator, and cyber-arbitrator.
Christiane Féral-Schuhl served as President (Bâtonnier) of the Paris Bar in 2012 and 2013 (25,000 attorneys), and Chair
of the National Bar Council (Conseil National des Barreaux) from 2018 to 2020 (71,000 attorneys).
She was a member of the Haut Conseil à l’égalité entre les femmes et les hommes (HCEfh) (High Commission for
Gender Equality) (2013-2015), Co-Chair of the Commission parlementaire de réflexion et de propositions ad hoc sur le
droit et les libertés à l’âge du numérique (ad hoc Parliamentary Commission to Develop Proposals on Law and Privacy in
the Digital Age) (2014-2015) and member of the Conseil supérieur des tribunaux administratifs et des cours d’appel
administratives (CSTA CAA) (Superior Council of Administrative Courts and Administrative Courts of Appeal) (2016-2017).
Author of Cyberdroit: le droit à l’épreuve de l’Internet (Dalloz Praxis – 8th edition, 2020) (Cyberlaw: the Challenge to Law
Represented by the Internet), a reference work in all areas dealing with digital technology and the digital economy, she
has also published numerous articles in the specialist press and taken part in numerous discussions and conferences on
issues relating to new technologies. She has received many professional distinctions.
■ Main executive positions
Lawyer admitted to the Paris Bar and the Quebec Bar
Paris Court of Appeal Mediator
Mediator accredited with the Centre for Mediation and Arbitration of Paris (Centre de Médiation et d’Arbitrage de
Paris – CMAP)
Mediator accredited with the World Intellectual Property Organisation (WIPO)
Mediator in civil, commercial and labour law accredited with the Quebec Bar
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Independent Director
Date of appointment
End of term of offi ce
5 May 2017
AGM to be held in 2023
Member of the Governance and Social Responsibility Committee 15 May 2018
AGM to be held in 2023
■ Other current directorships and positions
Within and outside Casino Group/Euris
None.
■ Directorships and positions held in the past five years (now ended)
§ Member of the Management Committee of the CARPA – 2020;
§ President of the French National Bar Council (Conseil National des Barreaux) – 2020.
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421
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
David de Rothschild
Director
(not put forward for re-election)
Born: 15 December 1942
Nationality: French
Business address: 23 bis, avenue de Messine – 75008 Paris, France
Number of Casino shares held: 400
■ Profile
David de Rothschild ran the Rothschild & Co SCA group (formerly Paris-Orléans) from 2003 to 2018. In May 2018, he
was named Chairman of the Supervisory Board of Rothschild & Co SCA in connection with a succession plan whereby
his son Alexandre de Rothschild succeeded him as Chairman of Rothschild & Co Gestion SAS, the Managing General
Partner of Rothschild & Co SCA. He is a descendant of Mayer Amschel Rothschild, founder of the Rothschild dynasty, and
of Baron James de Rothschild, who created Banque Rothschild Frères in Paris in 1812. David de Rothschild has worked
in banking for over 40 years, gaining experience in the various branches of the family business. After Banque Rothschild
Frères was nationalised in 1981, David de Rothschild and his cousin Eric de Rothschild were authorised to create a new
Rothschild bank in France in 1986. In 2003, David and Eric de Rothschild agreed to a plan to merge the family’s UK and
French businesses, leading in 2008 to the creation of the family holding company Rothschild & Co Concordia SAS. David
de Rothschild is a graduate of Institut d’études politiques de Paris.
■ Main executive position
Honorary Chairman of the Supervisory Board of Rothschild & Co.
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of offi ce
4 September 2003
AGM to be held in 2023
■ Other current directorships and positions
Outside Casino Group/Euris
§ Chief Executive Officer, Vice-Chairman of the Board of Directors of Rothschild & Co Concordia;
§ Chairman of Financière de Reux;
§ Member of the Board of Directors of Béro;
§ Sole Director of GIE Sagitas;
§ Legal Manager of Rothschild Ferrières and Société Civile du Haras de Reux.
■ Directorships and positions held in the past five years (now ended)
§ Chairman of the Board of Directors of Rothschild & Co – 2022;
§ Sole Director of GIE Five Arrows Messieurs de Rothschild Frères – 2022;
§ Member of the Supervisory Board of Banque Martin Maurel – 2021;
§ Chairman of Paris Orléans Holding Bancaire (POHB) – 2019, Rothschild & Co Concordia – 2018, Rothschild & Co
Gestion – 2018, Rothschild Martin Maurel Associés – 2018, RCI Partenaires – 2019, RCG Partenaires – 2019, SCS Holding
– 2020, Rothschild & Co Commandité – 2020, Cavour – 2020, Verdi – 2020, Aida – 2020, Financière Rabelais – 2020
and Financière de Tournon – 2020;
§ Legal Manager of RCB Partenaires – 2018, Rothschild & Cie – 2018, Rothschild Martin Maurel – 2018, Béro – 2020,
SCI 2 Square Tour Maubourg – 2021, SCI 38 Bac (formerly SCI 66 Raspail) – 2021 and Acadie AA1 – 2021;
§ Chairman of Rothschild & Co Europe BV (Netherlands) – 2019;
§ Member of the Board of Directors of Continuation Investments NV (Netherlands) – 2018;
§ Permanent Representative of Rothschild & Co Gestion, Managing Director of RCB Gestion – 2018;
§ Member of the Appointments and Compensation Committee of Casino, Guichard-Perrachon
(listed company) – 2022.
422
Frédéric Saint-Geours
Director
(proposed for re-election)
Born: 20 April 1950
Nationality: French
Business address: Campus Étoiles – 2 place aux Étoiles – 93200 La Plaine Saint-Denis, France
Number of Casino shares held: 1,400
■ Profile
Frédéric Saint-Geours has a degree in Economics, is a graduate of Institut d’études politiques de Paris and an alumnus of
École nationale d’administration. He joined PSA Peugeot Citroën Group in 1986 after a career at the Ministry of Finance
and in the offices of the President of the National Assembly and the Secretary of State for the Budget (1975-1986). After
serving as Deputy Chief Financial Officer of PSA Group from 1986 to 1988, he became Chief Financial Officer of the
Group in 1988. From 1990 to 1997, he was Deputy Chief Executive Officer of Automobiles Peugeot, becoming Chief
Executive Officer in early 1998. He was a member of the Management Board of PSA Peugeot Citroën from July 1998
to December 2007. In January 2008, he was appointed Advisor to the Chairman of the Management Board of PSA
Peugeot Citroën and member of the Management Committee. He was Chairman of the UIMM trade federation from
20 December 2007 until 2014. As from 2009, he was successively a member of the Management Board of Peugeot SA,
Chief Financial Officer and Head of Strategy for the PSA Peugeot Citroën Group, then head of the Peugeot and Citroën
brands and Special Advisor to the Chairman of the Management Board of PSA Peugeot Citroën. In September 2013,
he was appointed Chairman of Groupe des Fédérations Industrielles. In November 2014, France’s Council of Ministers
appointed him as Chairman of the Supervisory Board of SNCF, an appointment that was renewed in July 2015 and that
expired on 31 December 2019. From April 2016 to November 2017, he served as Vice-Chairman of the French National
Industry Council (Conseil National de l’Industrie).
■ Main executive position
Director of various companies
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of offi ce
31 May 2006
AGM to be held in 2023
Member of the Audit Committee
31 May 2006
AGM to be held in 2023
Member of the Governance and Social Responsibility Committee 7 July 2015
AGM to be held in 2023
■ Other current directorships and positions
Outside Casino Group/Euris
§ Director and Vice-Chairman of the Board of Directors of SNCF;
§ Director of BPIFrance Investissement and BPIFrance Participations.
■ Directorships and positions held in the past five years (now ended)
§ Member and Chairman of the Supervisory Board of SNCF – 2019;
§ Chair of the Audit Committee of Casino, Guichard-Perrachon (listed company) – 2022.
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423
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Société Carpinienne de Participations
Director
(proposed for re-election)
A French société anonyme (joint stock company) with share capital of €4,786,635
Registered headquarters: 103, rue La Boétie – 75008 Paris, France
768 801 243 Trade and Companies Registry Paris
Number of Casino shares held: 400
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of offi ce
28 July 2021
AGM to be held in 2023
■ Other current directorships and positions
Within Casino Group/Euris
§ Director of Foncière Euris (listed company)
■ Directorships and positions held in the past five years (now ended)
None.
424
Josseline de Clausade
Permanent representative of Carpinienne de Participations since 28 July 2021
First elected 17 June 2020
Born: 19 February 1954
Nationality: French
Business address: 123, quai Jules Guesde – 94400 Vitry-sur-Seine, France
Number of Casino shares held: 432
■ Profile
A graduate of École nationale d’administration and Institut d’études politiques de Paris with a Masters degree in applied
economics from the University of Paris IX-Dauphine, Josseline de Clausade has served as an advisor to the Chairman
and Chief Executive Officer of Casino Group since 2012. A member of the Conseil d’état, France’s highest administrative
body, where she held positions including Rapporteur public (1986-1990) and Rapporteur général (2005-2007),
Josseline de Clausade has been chief of staff of the French Deputy Minister of Foreign Affairs (1992-1993), a diplomat
at the Permanent Representation of France to the European Union (1993-1996), cabinet advisor on scientific, technical
and cultural cooperation, as well as on the promotion of the French language for the French Minister of Foreign Affairs
Hubert Védrine (1997-2000), and Consul General of France in Los Angeles (2000-2002). She has also been Rapporteur
général for the Attali Commission to promote growth in France (2007-2008) and Compliance Director at the Areva group
(2008-2011), responsible for audit, internal control and governance. She is a member of the France-Colombia Strategy
Council set up by the presidents of those two countries in 2015.
■ Main executive position
Advisor to the Chairman and Chief Executive Officer of Casino, Guichard-Perrachon (listed company)
■ Other current directorships and positions
Within Casino Group/Euris
§ Member of the Board of Directors of Fundación Éxito (Colombia);
§ Member of the Board of Directors of Cnova N.V. (listed company – Netherlands) and Sendas Distribuidora SA
(Assaí – listed company – Brazil).
■ Directorships and positions held in the past five years (now ended)
§ Member of the Board of Directors and of the Sustainable Development Committee of the Éxito group – 2020;
§ Permanent representative of Saris on the Board of Directors of Casino, Guichard-Perrachon (listed company) – 2021.
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425
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Euris
Director
(proposed for re-election)
A French société par actions simplifiée (simplified joint stock company) with share capital of €164,806
Registered headquarters: 103, rue La Boétie – 75008 Paris, France
348 847 062 Trade and Companies Registry Paris
Number of Casino shares held: 365
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of offi ce
4 September 2003
AGM to be held in 2023
■ Other current directorships and positions
Within Casino Group/Euris
§ Director of Finatis, Foncière Euris and Rallye (listed companies)
■ Directorships and positions held in the past five years (now ended)
None.
426
Odile Muracciole
Permanent representative of Euris since 1 February 2022
First appointed on 4 March 2020 (as permanent representative of Matignon Diderot)
Born: 20 May 1960
Nationality: French
Business address: 103, rue La Boétie – 75008 Paris, France
Number of Casino shares held: 14,065
■ Profile
After receiving her advanced studies diploma in employment law, Odile Muracciole began her career as head of the Legal
department at the petroleum group Alty. She joined Euris in 1990 as Manager of Legal Affairs, and has been Legal Counsel
on employment matters at Casino Services since 1 December 2022.
■ Main executive position
Legal Counsel on employment matters at Casino Services
■ Other current directorships and positions
Within Casino Group/Euris
§ Permanent representative of Finatis, Director of Carpinienne de Participations (listed company);
§ Permanent representative of Euris, Director of Foncière Euris (listed company);
§ Permanent representative of Euris, Director of Rallye (listed company) and member of the Appointments
and Compensation Committee;
§ Permanent representative of Par-Bel 2, Director of Finatis (listed company);
§ Director of Fondation Euris.
■ Directorships and positions held in the past five years (now ended)
§ Manager of Legal Affairs at Euris SAS – 2022;
§ Director of employment law matters at Casino Services – 2022;
§ Chief Executive Officer of Parinvest and Parande – 2022;
§ Member of the Supervisory Board of Centrum Development SA (Luxembourg) – 2022;
§ Chair of Pargest Holding – 2022;
§ Managing Director of Pargest – 2022;
§ Permanent representative of Matignon Diderot on the Board of Directors of Casino, Guichard-Perrachon
(listed company) – 2022;
§ Chair of Saris – 2021;
§ Permanent representative of Saris, Legal Manager of Euriscom – 2021;
§ Member of the Board of Directors of Wansquare SAS – 2021;
§ Chief Executive Officer of Matignon Abbeville – 2020.
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427
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
F. Marc de Lacharrière (Fimalac)
Director
(proposed for re-election)
European company with share capital of €109,654,080
Registered headquarters: 97, rue de Lille – 75007 Paris, France
542 044 136 Trade and Companies Registry Paris
Number of Casino shares held: 100 (total shares held by the Fimalac group: 2,877,318)
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of offi ce
17 June 2020
AGM to be held in 2023
■ Other current directorships and positions
Outside Casino Group/Euris
§ Director of Partoo.
■ Directorships and positions held in the past five years (now ended)
None.
428
Thomas Piquemal
Permanent representative of Fimalac since 17 June 2020
Born: 13 May 1969
Nationality: French
Business address: 97, rue de Lille – 75007 Paris, France
Number of Casino shares held: 2,500
■ Profile
A graduate of ESSEC business school, Thomas Piquemal started his career in 1991 at accounting firm Arthur Andersen. In
1995, he joined the Mergers and Acquisitions Department of Lazard Frères, becoming a Managing Partner of the bank five
years later. At the end of 2008, he took on responsibility for the strategic partnership between Lazard and the US-based
investment fund Apollo. On 19 January 2009, he joined Veolia Environnement as Senior Executive Vice-President, Finance,
and member of the Executive Committee. In February 2010, he joined EDF as Group Senior Executive Vice President,
Finance. On 17 May 2016, he joined Deutsche Bank as Global Head of Mergers and Acquisitions and Chairman of Corporate
& Investment Banking at Deutsche Bank France. On 30 May 2018, he re-joined Fimalac as Deputy Chief Executive Officer.
■ Main executive position
Deputy Chief Executive Officer of Fimalac
■ Other current directorships and positions
At Casino, Guichard-Perrachon
§ Member of the Appointments and Compensation Committee (since 10 May 2022).
Outside Casino Group/Euris
§ Director and member of the Audit Committee of Fimalac;
§ Director (category A) of Fimalac Développement (Luxembourg);
§ Director of Fimalac Entertainment;
§ Permanent representative of Fimalac Développement (Luxembourg) on the Board of Directors of Groupe
Lucien Barrière;
§ Director of Translac SA (Luxembourg);
§ Director of Translac LLC and North Colonnade (United Kingdom);
§ Director of Société Fermière du Casino Municipal de Cannes (SFCMC);
§ Permanent representative of Fimalac on the Board of Directors of Partoo.
■ Directorships and positions held in the past five years (now ended)
§ Chairman of Deutsche Bank France – 2018;
§ Non-Voting Director of Fimalac – 2018.
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429
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Finatis
Director
A French société anonyme (joint stock company) with share capital of €84,646,545
Registered headquarters: 103, rue La Boétie – 75008 Paris, France
712 039 163 Trade and Companies Registry Paris
Number of Casino shares held: 380
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of offi ce
15 March 2005
AGM to be held in 2025
■ Other current directorships and positions
Within Casino Group/Euris
§ Director of Carpinienne de Participations, Foncière Euris and Rallye (listed companies);
§ Legal Manager of Euriscom.
■ Directorships and positions held in the past five years (now ended)
None.
430
Didier Lévêque
Permanent representative of Finatis since 9 February 2017
First elected 29 May 2008
Born: 20 December 1961
Nationality: French
Business address: 103, rue La Boétie – 75008 Paris, France
Number of Casino shares held: 24,102
■ Profile
Didier Lévêque is a graduate of École des hautes études commerciales. From 1985 to 1989, he was a Research Lead
for the Finance department of Roussel-Uclaf. He joined the Euris group in 1989 as deputy Corporate Secretary. In 2008,
he was appointed Corporate Secretary.
■ Main executive positions
Corporate Secretary of Euris SAS
Chairman and Chief Executive Officer of Finatis (listed company)
■ Other current directorships and positions
Within Casino Group/Euris
§ Chairman and Chief Executive Officer and Director of Carpinienne de Participations (listed company);
§ Chairman and Chief Executive Officer of Euristates, Inc. (United States);
§ Chairman of Par-Bel 2 and Matignon Diderot;
§ Permanent representative of Finatis, Director of Foncière Euris (listed company);
§ Permanent representative of Foncière Euris as Director of Rallye (listed company);
§ Director and Treasurer of Fondation Euris;
§ Member of the Audit Committee and of the Appointments and Compensation Committee of Foncière Euris
(listed company);
§ Member of the Audit Committee and member of the Safeguard Proceedings Steering Committee of Rallye
(listed company);
§ Representative of Matignon Diderot, Legal Manager of SCI Penthièvre Neuilly;
§ Representative of Finatis, Legal Manager of Euriscom.
■ Directorships and positions held in the past five years (now ended)
§ Chairman and Chief Executive Officer of Euris North America Corporation (ENAC – United States) – 2019,
Euris Real Estate Corporation (EREC – United States) – 2020 and Parande Brooklyn Corp. (United States) – 2019;
§ Member of the Supervisory Boards of Centrum Baltica (Luxembourg) – 2020, Centrum Krakow (Luxembourg) –
2021, Centrum Poznan (Luxembourg) – 2021, Centrum Warta (Luxembourg) – 2021 and Centrum Weiterstadt
(Luxembourg) – 2019;
§ Director of Euris Limited (United Kingdom) – 2020;
§ Co-Manager of Silberhorn (Luxembourg) – 2021;
§ Member of the Board of Directors of Wansquare SAS – 2021.
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431
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Foncière Euris
Director
(proposed for re-election)
A French société anonyme (joint stock company) with share capital of €148,699,245
Registered headquarters: 103, rue La Boétie – 75008 Paris, France
702 023 508 Trade and Companies Registry Paris
Number of Casino shares held: 365
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of offi ce
29 April 2010
AGM to be held in 2023
■ Other current directorships and positions
Within Casino Group/Euris
§ Chairman of Marigny Foncière and Mat-Bel 2;
§ Director of Rallye (listed company).
■ Directorships and positions held in the past five years (now ended)
§ Chairman of Matignon Abbeville – 2020.
432
Franck Hattab
Permanent representative of Foncière Euris since 26 October 2022
Born: 14 November 1971
Nationality: French
Business address: 103, rue La Boétie – 75008 Paris, France
Number of Casino shares held: 777
■ Profile
Franck Hattab is a graduate of EDHEC business school and started his career in 1994 as a credit analyst at Société
Générale. He later held the position of auditor at KPMG for three years before joining the Finance department of Rallye
in 1999 where he was Chief Administrative and Financial Officer. On 28 February 2013, he was also appointed Chief
Operating Officer of Rallye, and on 3 April 2017, Chief Executive Officer until 29 September 2022. He has been Deputy
Chief Executive Officer of Euris since 30 September 2022.
■ Main executive positions
Deputy Chief Executive Officer of Euris
Chairman and Chief Executive Officer of Foncière Euris (listed company)
■ Other current directorships and positions
Within Casino Group/Euris
§ Representative of Foncière Euris, Chairman of Marigny Foncière and Mat-Bel 2;
§ Representative of Marigny Foncière, liquidator of SCI Ruban Bleu Saint-Nazaire and Legal Manager of SCI Pont
de Grenelle and SNC Centre Commercial Porte de Châtillon;
§ Chairman of the Management Board of Centrum Serenada and Centrum Krokus (Poland).
■ Directorships and positions held in the past five years (now ended)
§ Chief Executive Officer of Rallye (listed company) – 2022;
§ Representative of Rallye, Chairman of Parande – 2022;
§ Representative of Parande, Chairman of Parinvest and Pargest – 2022;
§ Chairman and member of the Supervisory Board of Groupe Go Sport – 2021;
§ Chief Executive Officer of Alpétrol, Cobivia and L’Habitation Moderne de Boulogne – 2020;
§ Permanent representative of L’Habitation Moderne de Boulogne on the Board of Directors of La Bruyère – 2019;
§ Permanent representative of Rallye on the Board of Directors of Miramont Finance et Distribution – 2018;
§ Chairman of the Board of Directors of Miramont Finance et Distribution – 2020.
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433
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Matignon Diderot
Director
A French société par actions simplifiée (simplified joint stock company) with share capital of €83,038,500
Registered headquarters: 103, rue La Boétie – 75008 Paris, France
433 586 260 Trade and Companies Registry Paris
Number of Casino shares held: 350
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of offi ce
17 October 2007
AGM to be held in 2025
■ Other current directorships and positions
Within Casino Group/Euris
§ Director of Finatis and Foncière Euris (listed companies);
§ Legal Manager of SCI Penthièvre Neuilly.
■ Directorships and positions held in the past five years (now ended)
None.
434
Alexis Ravalais
Permanent representative of Matignon Diderot since 22 September 2022
Born: 16 October 1984
Nationality: French
Business address: 103, rue La Boétie – 75008 Paris, France
Number of Casino shares held: 24,513
■ Profile
Alexis Ravalais is a graduate of Audencia and holds a Master 2 in European and International Business Law from the
University of Paris-Dauphine. He started his career in 2011 as an analyst and then manager at Rothschild & Cie. He joined
the Rallye-Casino group in 2014 where he was in charge of financing within the Corporate Finance team of Casino and in
2017 was appointed as Deputy Chief Financial Officer of Rallye. Since January 2022, he has been Advisor to the Chairman
of Euris in charge of strategic investments. Alexis Ravalais became Rallye’s Chief Executive Officer on 30 September 2022.
■ Main executive positions
Advisor to the Chairman of Euris
Chief Executive Officer of Rallye (listed company)
■ Other current directorships and positions
Within Casino Group/Euris
§ Representative of Parande, Chairman of Parinvest;
§ Representative of Rallye, Chairman of Parande;
§ Permanent representative of Matignon Diderot as Director of Rallye (listed company).
■ Directorships and positions held in the past five years (now ended)
§ Deputy Chief Financial Officer of Rallye – 2021.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
5.5. PREPARATION AND ORGANISATION
OF THE BOARD OF DIRECTORS’ WORK
5.5.1. PRACTICES AND PROCEDURES OF THE BOARD
OF DIRECTORS
The terms and conditions of the Board of Directors’
organisation and operation are defined by law, the
Company’s Articles of Association, the provisions of the
Board of Directors’ Internal Rules and the Charters of the
Board’s specialised Committees.
The rules of conduct and ethics and the principles of sound
governance applicable to members of the Board of Directors
and embedded in the Internal Rules are described below
in section 5.5.6 “Rules of conduct – Conflicts of interest –
Protection of minority shareholders”.
The Board of Directors meets as often as necessary to
protect the interests of the Company and whenever it is
deemed appropriate. A quorum of at least half the Directors
is required for the Meeting to transact validly. Decisions are
made by majority vote of the members present in person
or represented. In the event of a tie vote, the Chairman of
the meeting casts the deciding vote.
The Chairman of the Board of Directors organises and
conducts Board meetings and reports to shareholders on
the Board’s work at the Annual General Meeting. He also
ensures that the Company’s corporate governance structures
operate properly and, in particular, that the Directors have
all that is required to perform their duties.
The practices and procedures of the Board of Directors
are assessed annually, as described in section 5.5.5 below.
Board of Directors’ Internal Rules
The Internal Rules set forth the various rules applicable
to the Board of Directors’ organisation and practices by
virtue of applicable legal and regulatory provisions and the
Articles of Association of the Company. They also contain the
corporate governance principles and provide the framework
for their implementation. The Internal Rules are regularly
reviewed by the Board on the recommendation of the
Governance and Social Responsibility Committee, to identify
any amendments or clarifications that may be needed to
improve the efficiency and practices of the Board and its
Committees or to comply with any regulatory changes.
The Internal Rules were last updated on 3 November 2021
to clarify the rules concerning participation in Board
meetings using video-conferencing or other means of
telecommunication.
The Internal Rules describe the rules of procedure, roles and
responsibilities of the Board of Directors and its specialised
Committees, and establish the principle of regular formal
self-assessments of the Board’s practices. They also set forth
the process for appointing the Lead Director and define
his or her main duties and provide for restrictions on the
powers of the Chief Executive Officer.
The Internal Rules also describe the terms and conditions
for conducting and voting at Board meetings, in person
or remotely.
The rules are made available to shareholders in Chapter 8 of
the Universal Registration Document. The Board of Directors’
Internal Rules, the charters of its Committees and the Insider
Trading Policy may be found on the Company’s website at:
https://www.groupe-casino.fr/en/group/governance/
board-of-directors/
Information provided to the Board
of Directors – Training
The Board of Directors’ Internal Rules contain the terms
and conditions under which the Directors are to receive
information as provided by law and the non-disclosure
duties relating thereto.
The Chairman and Chief Executive Officer is responsible for
providing Directors with all documents and information
needed to perform their role and duties.
The documents and information that are required for
reviewing the items to be discussed at Board of Directors’
meetings are sent to Directors before the meetings take
place. Thus, each Board member is provided with a briefing
book containing all available information, documents and
presentations relating to the items on the meeting’s agenda,
subject to their availability and based on the status of each
respective item. Since 2016, the work files for meetings of
the Board and its Committees have been made available
to Directors in digital format on a secure platform, along
with all general documentation and specific information
required by Directors on an ongoing basis, including a
weekly press review and analyst reports.
The members of the Board of Directors are informed about
changes in the market, the competitive environment and
the main challenges, including in the area of the Company’s
corporate social responsibility.
436
In accordance with the Board’s Internal Rules, Senior
Management reports very regularly (and at least once a
quarter) to the Board of Directors on the Company’s business
and that of its main subsidiaries, including information on
sales and results trends, reports on debt levels and available
credit lines and headcounts at the Company and its main
subsidiaries.
The Board of Directors also reviews the Group’s off-balance
sheet commitments once every six months.
Every six months, specific meetings or seminars are
organised to present the Group’s strategy, business plan
and budget to the members of the Board.
The Chief Financial Officer and the Chief Operating Officer
attend all meetings of the Board. Other Executive Committee
members, the executives of the subsidiaries and the heads
of the Corporate departments are also invited to attend,
depending on the items on the agenda.
Between Board meetings, the Directors receive any
important information concerning the Company or any
events that materially affect the Company, its operations,
or information previously given to the Directors or any
matters discussed by the Board during the meetings. They
are invited to meetings presenting the financial results to
analysts. Senior Management, the Chief Financial Officer
and the Board’s secretary are at the Directors’ disposal to
provide any relevant information or explanations.
Each Director, if he or she deems it necessary, may
receive additional training on the Group’s specificities,
its business activities and sectors, its social responsibility
and environmental challenges, as well as on accounting
or financial concepts to round out their knowledge. The
annual reviews of the Board’s practices and procedures
are also an opportunity to obtain feedback from Directors
and to ask them if they have any needs.
Training programme on energy
and climate issues launched in 2022
In 2022, on the recommendation of the Governance and
Social Responsibility Committee, the Board of Directors
approved the implementation of a training programme
for Board members and Senior Management on energy
and climate issues.
The first session was organised for the Governance and
Social Responsibility Committee in January 2022 and an
expanded session for all Board members is due to take
place in 2023.
New Director induction programme
When they are first elected, Directors are given all the
information they need to fulfil their roles and responsibilities,
along with a presentation of the Company’s code of ethics
and professional conduct, and they may also request any
other documents that they believe would be useful.
They systematically follow an induction programme that
can be adapted depending on their requests and needs.
Individual meetings are organised for them with the heads
of the main Corporate departments, in particular, and the
Chief Executives of the Group’s main subsidiaries, along
with visits to stores. The aim is to enable new Directors
to get to know the management teams and quickly
become familiar with the Company’s businesses processes,
management structures, business lines, markets, business
model, challenges and objectives, so they can take up their
directorships with ease and establish seamless, transparent
communications with the other members of the Board.
Role and responsibilities of the Board
of Directors
In accordance with the provisions of Article L. 225-35 of
the French Commercial Code, the Board of Directors
sets the Company’s business strategy and oversees its
implementation, in line with its corporate interests, taking
into consideration the social and environmental challenges
of its business.
Subject to powers expressly granted at shareholders’
meetings and within the limit of the Company’s corporate
purpose, it handles any matters relating to the Company’s
proper functioning and votes on the matters for which it
is responsible.
The Board of Directors carries out the controls and checks
it deems appropriate.
The Board of Directors reviews and approves the annual and
interim company and consolidated financial statements,
as well as the management reports on the operations
and results of the Company and its subsidiaries. It also
approves the Company management forecasts. It reviews
and approves the report on corporate governance. It also
determines whether the positions of Chairman and Chief
Executive Officer are to be combined or split, appoints
the Chairman and Chief Executive Officer and decides on
his or her compensation. It may make share grants and,
if appropriate, set up employee share ownership plans.
It also reviews the Company’s gender equality policies
each year. It convenes and notifies shareholders of Annual
General Meetings.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
As mentioned earlier in this Report, management
transactions that are significant in terms of their nature
and/or amount must be submitted to the Board for prior
approval, in line with the limits on the powers of Senior
Management.
The Board of Directors is assisted by three specialised
Committees that report to the Board: the Audit Committee,
the Appointments and Compensation Committee and
the Governance and Social Responsibility Committee. The
main roles and duties assigned to these Committees, as
defined in the Board of Directors’ Internal Rules and each
Committee’s Charter are summarised below:
Audit Committee
§ reviewing strategic and/or
significant transactions,
§ reviewing the financial
statements and any transaction
that could have a material
impact on the position of the
Company or its subsidiaries in
terms of commitments and/or
risks,
§ monitoring and overseeing
issues relating to the preparation,
auditing and verification of
accounting and financial
information,
§ monitoring and reviewing the
terms and conditions for the
Statutory Auditors’ legal audits
of the parent company financial
statements and the consolidated
financial statements,
§ monitoring and overseeing the
effectiveness of internal control
and risk management systems,
§ monitoring the work of
the Group’s Internal Audit
Department,
§ reviewing financial and
non-financial risks, drawing
on the work of the Governance
and Social Responsibility
Committee for matters relating
to non-financial risks,
§ conducting prior reviews
of agreements with related
parties pursuant to the specific
charter adopted in 2015,
§ conducting annual assessments
of “arms’ length”(routine)
agreements.
Appointments and
Compensation Committee
Governance and Social Responsibility
Committee
Appointments:
Governance:
§ selecting new Directors
for election or Directors
for re-election,
§ examining the composition
of the Committees of the
Board of Directors,
§ periodically reviewing
the independence of
the Directors (in light of
the criteria set by the
Governance and Social
Responsibility Committee),
§ regularly examining the
human capital development
and succession plan.
Compensation:
§ determining the executive
corporate officer’s
compensation and variable
compensation targets
(based on the work of the
Governance and Social
Responsibility Committee
on non-financial targets),
§ determining non-executive
corporate officers’
compensation,
§ reviewing free share plans.
§ monitoring and applying rules
and best governance practices,
§ overseeing ethics rules applicable
to Board members and managing
conflicts of interest,
§ evaluating the composition (diversity
policy) and practices and procedures
of the Board and its Committees.
CSR:
§ reviewing, in light of the Group’s
strategy, the Group’s policies in
the area of company ethics and
social, environmental and societal
responsibility, monitoring the results
and action plans. Together with the
Audit Committee, it ensures there are
systems in place for identifying and
managing the main risks relating to
those areas and that the Group is in
compliance with the applicable laws
and regulations (Sapin II, GDPR,
Duty of Care),
§ reviewing the non-financial information
included in the management report
and monitoring ESG ratings,
§ examining and monitoring the
workplace gender equality policy
and the gender diversity objectives.
Temporary assignment:
§ carrying out specific work in
connection with parent company
safeguard proceedings (corporate
interest and conflict of interest).
The members of these Committees are appointed by
the Board, which is also responsible for appointing their
respective Chairs. The Committees’ composition and
organisation are reviewed each year by the Appointments
and Compensation Committee, the Governance and Social
Responsibility Committee and the Board of Directors. When
selecting Committee members, the Board takes into account
their professional background and expertise.
Pursuant to the Internal Rules of the Audit Committee and
of the Governance and Social Responsibility Committee,
they must consist of at least three members, at least two of
whom must be Independent Directors within the meaning
of the criteria in the Afep-Medef Code, including the Chair.
With respect to the Appointments and Compensation
Committee, the Internal Rules impose a minimum of three
members, the majority of whom must be independent,
including the Chair.
438
The specific roles and responsibilities and operating
procedures of the Committees are drawn up and regularly
reviewed by the Board of Directors, which, in line with best
governance practices, may task the Audit Committee or a
special committee of Independent Directors with examining
or monitoring significant transactions or holding discussions
on any other matter. One example is the task assigned
to the Governance and Social Responsibility Committee
in 2019, at the Committee’s request (see section 5.5.6
“Specific governance framework for the Governance and
Social Responsibility Committee in connection with parent
company safeguard proceedings”).
Board meetings take place after a meeting of one or more
Committees depending on the items on the agenda of
the Board meeting in question. The Committees report
to the Board on their work and observations and, where
appropriate, inform the Board of their opinions, proposals
or recommendations in each of their respective fields of
expertise.
As part of their work, the Board and each Committee may
organise meetings with the Senior Managers of the Company
and its subsidiaries when it deems such meetings necessary,
and may seek the services of law firms or external financial
specialists at its own discretion, with fees being borne by
the Company, and request any information they need to
effectively perform their duties.
During Board meetings, the Committees present oral reports
on their work and a written report included in the minutes
to the Board meeting.
Procedure for taking social and
environmental issues into account
In 2017, the Board broadened the role of the Governance
and Social Responsibility Committee, in order to draw on
the Committee’s CSR expertise. The Committee’s CSR
duties involve examining the Group’s strategy and policies
and commitments concerning ethics, environmental, social
and societal responsibility, as well as the procedures for
implementing these policies and monitoring their results,
and putting forward opinions and recommendations to the
Board of Directors (see section 5.5.3, “Work of the Board of
Directors’ Specialised Committees in 2022”).
In broadening the role of the Governance and Social
Responsibility Committee, the Board’s objective was also
for the Committee to ensure, in liaison with the Audit
Committee, that the Company has the requisite systems in
place for identifying and managing its main non-financial
social and environmental risks, and that it is in compliance
with the applicable laws and regulations. The Committee
is also responsible for examining all of the non-financial
information contained in the management report and for
monitoring the Company’s non-financial ratings. It reviews
the Group’s gender equality policy and overall approach
to diversity as well as the related objectives, action plans
and results.
Together with the Appointments and Compensation
Committee, the Governance and Social Responsibility
Committee takes part in discussions on the proposed
CSR criteria underlying the executive corporate officer’s
compensation package, ensuring these criteria are
aligned with the Group’s commitments and policies (see
section 5.5.3, “Work of the Board of Directors’ Specialised
Committees in 2022”).
The collaborative work conducted by the Governance and
Social Responsibility Committee with the Board’s other
Committees on CSR issues is facilitated by the Committees’
membership structures – as of 9 March 2023, the
Governance and Social Responsibility Committee was made
up of four Directors, three of whom qualify as independent
based on the criteria of the Afep-Medef Code. The Chair
of the Committee (an Independent Director) is a member
of the Appointments and Compensation Committee, and
the Independent Lead Director, who is a member of the
Governance and Social Responsibility Committee, was
appointed as Chair of the Audit Committee in 2022.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
5.5.2. WORK OF THE BOARD OF DIRECTORS IN 2022
Average attendance rate
2 executive sessions
94%
Meetings of Independent Directors
chaired by the Lead Director
13 Board
meetings in 2022
In 2022, the Board of Directors met 13 times (versus
11 times in 2021). The average attendance rate was 93.96%,
versus 95.97% in 2021. The meetings lasted an average of
two hours and ten minutes.
During 2022, the Board’s work mainly involved reviewing
and defining strategic priorities, implementing the three-
year business plan, and monitoring cash flow generation, the
deleveraging plan, and the asset disposal plan. The Board
devoted a large amount of time to the strategy of the various
banners at meetings attended by the Group’s operations
executives, and to monitoring the Group’s business in the
inflationary economic context, and implementing cost-
efficiency and cost-savings plans. On-site meetings were
held at Monoprix (in 2022) and Franprix (in 2023) during
which the Management Committees of these two banners
discussed with the Board’s members the progress made
in implementing their respective strategies.
The Board and its Committees drew on reports and analyses
prepared by financial and legal experts and investment
banks in order to help them with their decision-making.
Approval of fi nancial statements –
Financial position – Risks
The Board of Directors reviewed and approved the financial
statements for the year ended 31 December 2021 (annual
and consolidated) and the interim financial statements for
2022 (consolidated), together with the related reports and
management forecasts of Casino, Guichard-Perrachon, and
confirmed the continuation of the capital allocation policy
determined based on the priority given to the deleveraging
plan. As part of this process, the Board was given business
reviews and was informed about the impacts of the war in
Ukraine on the Group’s business, as well as about changes
in the Group’s financial position, and was presented with
the recommendations of the Audit Committee and the
opinion of the Statutory Auditors. The Board discussed and
approved the Group’s draft press releases.
Each meeting included an update on the Group’s financial
position (debt, financing and liquidity), and a progress
report on the deleveraging plan was presented at least
once a quarter. The Board ensured that the Group’s ratios
complied with the applicable financial covenants. Cash
flow generation forecasts were regularly monitored and
reviewed in advance by the Audit Committee.
The Chief Financial Officer briefed the Board on changes
in the Company’s financial ratings and share price, along
with information on investor sentiment and the opinions
of financial analysts. The Directors examined the Group’s
refinancing strategy and the procedures applied for
implementing it.
As in prior years, the Board monitored changes in the
Group’s material financial and non-financial risk exposures,
and the action plans deployed to address these risks. The
Board was regularly informed of the work of the Internal
Audit department and the Group Risks, Compliance and
Internal Control department, and was updated on the
status of the action plans designed to detect and prevent
cybercrime, prevent corruption under the Sapin II law(1)
compliance programme, and protect personal data under
existing governance arrangements. It received reports from
its specialised Committees on the status of the main legal
proceedings or investigations involving the Group.
(1) French law No. 2016-169 of 9 December 2016 concerning transparency, anti-corruption measures and the modernisation
of the economy.
440
Strategy – Activities of the Group
Governance – CSR
The Board of Directors reviewed and approved the Group’s
strategic objectives of the rolling three-year business
plan, taking into account social and environmental goals,
as well as the 2022 budget which it monitored closely
during the year. At each Board meeting the Directors
were systematically given business updates in view of the
uncertain and highly inflationary macroeconomic context,
and they regularly examined the Group’s forecasts, status
reports on the ongoing cost-efficiency and cost-saving plans
for the banners and head offices, and generation of cash
flow. The main assumptions used in the budget process
and their updates were analysed. The Board drew on the
preparatory work of the Audit Committee for these purposes.
The operations directors of Latin America, GreenYellow,
Cdiscount and Monoprix gave the Board detailed
explanations of their strategic objectives and pathways,
and Cdiscount delivered a specific presentation on the
use of artificial intelligence. In March 2022, the Group
Omnichannel Director set out to the Board developments to
the omnichannel strategy and the e-commerce objectives
for the Group’s French operations in 2022. Updates were
provided on partnerships, including a status report by the
Digital Director on the partnership with the quick commerce
leader Gorillas, following the acquisition of Frichti. A review
of the cooperation agreements with Intermarché and
Ocado was given by the Executive Director, Merchandise
and Chairman of Achats Marchandises Casino. In October
2022, the expansion strategy of Distribution Casino
France (DCF) – comprising hypermarkets, supermarkets
and convenience stores – and its growth projections were
detailed by DCF’s Chief Operating Officer. In December
2022, the Chairman of Monoprix and Monoprix’s Chief
Financial Officer presented a progress report on Monoprix’s
business development and its growth strategy for 2023.
The Board approved the processes launched in connection
with the asset disposal plan together with the terms and
conditions for the sale of GreenYellow and part of the Group’s
stake in Sendas Distribuidora S.A. (Assaí). It approved the
project to streamline the legal structure of the Group’s food
retail operations in France, via the creation of a joint holding
company called CGP Distribution France, as well as the
principle of the proposed spin-off of GPA and Grupo Éxito.
As part of its strategic review, and based on the Business
Units’ presentations and the Governance and Social
Responsibility Committee’s activity reports, the Board
discussed the drivers for improving the CSR performance of
the Group’s businesses, particularly objectives relating to the
Group’s climate strategy and reducing its carbon footprint.
The Committees reviewed and reported on the human
resources policies deployed within the Group (development
of human capital, gender equality, promotion of diversity,
training, and caring management practices; see below),
along with the goals and imperatives for 2023.
The Board of Directors conducted its annual review of the
Company’s position with regard to corporate governance
principles. In particular, the review addressed such issues
as the composition and organisation of the Board, and the
diversity policy and independence of Directors, in light of
the proposed re-elections of Directors at the Annual General
Meeting of 10 May 2022.
The Board of Directors read the activity report of the Lead
Director as well as the summary of the annual review of the
Board’s practices and procedures and the recommendations
of the Governance and Social Responsibility Committee,
which the Board then discussed and approved (see section
5.5.5 below).
It discussed and voted on the renewal of the term of office of
Jean-Charles Naouri as Chairman of the Board of Directors
and Chief Executive Officer and renewed for 2023 the
annual authorisations of the Chairman and Chief Executive
Officer presented in section 5.3.2 above.
The Board discussed the membership structure and
chairmanship of the Committees and appointed an
Independent Director to each Committee. It also reviewed
the Board of Directors’ Corporate Governance Report
included in the 2021 Universal Registration Document.
The Lead Director presented to the Board his report on the
main topics addressed in his discussions with shareholders
during the first quarter of 2022, and the Board asked
the Lead Director to continue in 2023 this best practice
of dialogue with the Company’s shareholders about the
practices and procedures of the Board and its Committees.
The Board heard the Audit Committee’s reports and
opinions on related-party agreements and the assessment
of routine agreements entered into on arm’s length terms,
including the strategic advisory services agreement with the
parent company, Euris. It also examined two related-party
agreements in 2022.
H av i n g co n s i d e r e d t h e r e p o r t o n t h e w o r k a n d
r e comm e n d a t i o n s o f t h e G ove r n a n ce a n d S o c i a l
Responsibility Committee and the Audit Committee, the
Board discussed the Non-Financial Statement, as well as the
corporate social responsibility information, the ethics and
compliance approach and the report on the implementation
of the duty of care plan prepared by Senior Management
in 2021 and incorporated in the 2021 management
report, all of which were included in the 2021 Universal
Registration Document.
The Board therefore reviewed the results of the CSR policy in
2021 compared to objectives and performance indicators,
and the initiatives planned for 2022, including initiatives and
commitments to reduce the Group’s environmental impact
and combat climate change. It was briefed on the Group’s
first-time application of the EU Green Taxonomy Regulation
and on progress in implementing the recommendations
of the Task Force on Climate-related Financial Disclosures
(TCFD) concerning the management of climate risks.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
During 2022, reports were also presented to the Board on
the findings of a materiality study of CSR issues conducted by
a consultancy firm and on the results of a study of the impact
of climate change on the Group’s assets. The Governance
and Social Responsibility Committee gave its opinion
on the key areas of Éxito’s CSR strategy, in particular the
reduction of greenhouse gas emissions, the CSR approach
of the Casino banners (hypermarket/supermarket and
convenience formats reporting scope), the Group’s policy
and goals relating to the use of plastic, and its strategy of
inclusive employment and workplace support of people with
disabilities. This Committee also reported to the Board on
the ongoing roll-out of the Group’s anti-corruption system
and GDPR compliance programme.
The Board heard the opinions of its Committees on the
main action plans carried out within the Group in 2022 in
connection with the gender equality policy and the ensuing
results. It noted the headway made and recommended
implementing additional measures to further increase
the proportion of women in top management positions.
Compensation – Development
of human capital
The Board of Directors approved the amount of the Chairman
and Chief Executive Officer’s variable compensation for
2021 based on the purely quantitative criteria set in
February 2021, as well as the amount of his 2019-2021
LTI bonus, again based on purely quantitative criteria as
set in 2019.
On the basis of the work of the Appointments and
Compensation Committee and the recommendations
of that Committee and the Governance and Social
Responsibility Committee, the Board discussed and voted
on the compensation policy for the Chairman and Chief
Executive Officer for 2022 to be put to the shareholders
in the say-on-pay vote at the Annual General Meeting on
10 May 2022 (the fixed and short-term compensation and
the long-term incentive bonus – 2022 LTI bonus). It also
discussed an increase in his fixed compensation, the amount
of which had remained the same since 2013. Greater
emphasis was placed on quantitative CSR criteria, with
targets reflecting the Group’s strategic priorities regarding
social and environmental issues. As part of the Chairman
and Chief Executive Officer’s annual variable compensation
criteria, the Board set a target of 42% women managers
within the Group by 31 December 2022 (with a minimum
of 41%), and as part of the criteria for the 2022 LTI plan, a
three-year target was set of 38% women in top management
positions in France by 31 December 2024 (with a minimum
of 36.5%), in line with the Group’s objective of increasing
the number of women in leadership posts by 2025.
The Board approved the terms and conditions of the
2022 compensation policy for the Directors, submitted
to shareholders for approval at the 2022 Annual General
Meeting.
The Board also set up the 2022 free performance share
plan (2022-2024 LTI bonus), and decided that part of the
special cash bonus awarded to managers for the completion
of key strategic transactions would be paid in the form of
deferred awards of existing shares in the Company, granted
free of consideration, in order to retain those managers.
The governance arrangements in the event that the
Chairman and Chief Executive Officer is temporarily unable
to fulfil his responsibilities due to unforeseen circumstances
were re-examined and reported on by the Appointments
and Compensation Committee in December 2021, which
reviews the steps taken each year to update succession plans
to ensure Senior Management continuity. The Board also
heard the Appointments and Compensation Committee’s
opinion on the additional human resources development
initiatives undertaken in 2022 and their results, as well as
on the specific initiatives to be deployed in order to pursue
the development of female talent pools.
Annual General Meeting
The Board of Directors drew up the agenda, reports and
draft resolutions put to the shareholders’ vote at the Annual
General Meeting of 10 May 2022.
The Group’s CSR policies and the results of those policies
are presented on a yearly basis to the shareholders at the
Annual General Meeting by the Group’s Director of CSR
and Engagement.
At each meeting the work performed and decisions taken by
the Board were preceded by a presentation of all the work
of its specialised Committees, as set forth below in detail.
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5.5.3. WORK OF THE BOARD OF DIRECTORS’ SPECIALISED
COMMITTEES IN 2022
Audit Committee
Appointments and
Compensation Committee
Governance and
Social Responsibility Committee
Independence rate:
Independence rate:
Independence rate:
2/3
2/3
2/3
3/4
Attendance rate
In 2022
Audit
Committee
Appointments
and Compensation
Committee
Governance and
Social Responsibility
Committee
12 meetings 8 meetings
4 meetings
91%
Audit Committee
Composition as of 9 March 2023
Role
Independence
1st appointment/
last renewal
Number of
meetings
Attendance
rate
Thierry Billot,
Lead Director
Béatrice Dumurgier
Frédéric Saint-Geours
INDEPENDENCE RATE
Chair(1)
Member
Member
Member
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(1) Replaced Frédéric Saint-Geours who chaired the Audit Committee until 10 May 2022.
10/05/2022
11/06/2021
11/06/2021
17/06/2020
12
100%
83.33%
100%
The proportion of Independent Directors on the Committee
complies with the two-thirds threshold recommended by
the Afep-Medef Code. All members of the Audit Committee
hold or have held senior executive positions and therefore
have the financial or accounting skills required by Article
L. 823-19 of the French Commercial Code.
Role and responsibilities
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 Casino, Guichard-Perrachon or its subsidiaries in terms
of commitments or risks.
It examines the Company’s exposure to financial and
non-financial risks.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Coordination of CSR work
The Board of Directors’ Internal Rules provide that the Audit
Committee may draw on the work of the Governance and
Social Responsibility Committee for matters relating to
non-financial risks. As specified in the Internal Rules, the
Governance and Social Responsibility Committee reviews
the non-financial information contained in the annual
management report disclosed in accordance with the
applicable legal requirements and reports its observations
to the Audit Committee and the Board.
minority shareholders. It informs Senior Management and
the Board of Directors of its opinion on these agreements,
for information purposes or prior to their approval, where
applicable. The Audit Committee’s role in this case is to
establish that the transaction falls within the scope of the
related-party procedure and express an opinion on whether
the agreement fairly balances the interests of the Company
and the related party (see also section 5.5.6 below on the
procedure for reviewing related-party agreements and its
scope).
The Company ensures that, as far as possible, the Audit
Committee meets to review the annual and interim financial
statements at least two days before the Board meeting
held to approve them.
Pursuant to Article L. 823-19 of the French Commercial
Code, the Committee deals with matters relating to the
preparation and control of accounting and financial
information. It reviews the terms and conditions applicable
to approving the financial statements, as well as the type,
scope and outcome of the work undertaken by the Statutory
Auditors for the Company and its subsidiaries.
Accordingly, it is tasked with tracking the effectiveness of
internal control and risk management systems, the audit
of the financial statements of the Company and the Group
by the Statutory Auditors and the Statutory Auditors’
independence.
To this end, the Statutory Auditors organise a presentation
on their audit work and audit findings for the Committee. At
least twice a year, the Audit Committee meets alone with the
Statutory Auditors where necessary, without any Company
representatives in attendance. Additional meetings with
the Statutory Auditors and with the internal audit manager
may be arranged at the Committee’s request.
The Committee organises the Statutory Auditor selection
process. It authorises non-audit engagements in accordance
with a Charter drawn up in 2018 by the Board of Directors
and appended to its Internal Rules. This Charter is reviewed
annually by the Audit Committee and was last updated
on 15 June 2022. It is the Committee’s responsibility
to ensure that such engagements do not compromise
the independence of the Statutory Auditors. Under the
terms of the Charter, the provision of any service included
in the list of pre-approved services that would exceed
€100,000 in individual Statutory Auditor fees or the total
fee threshold for each Statutory Auditor and members of
their network – corresponding to 10% of the annual budget
for the Statutory Auditors’ fees – as well as the provision of
any other service that is not prohibited or required by law,
must be pre-approved by the Audit Committee.
Since 2015, the Audit Committee has also reviewed, prior
to their signature, all material agreements between the
Company or its wholly-owned subsidiaries and related
parties (defined as the other Casino Group companies,
the Group’s parent companies and their subsidiaries and
the associated companies). The purpose of this review is to
help prevent the risk of conflicts of interest and to protect
Since 12 December 2019, the Audit Committee has also
been responsible for reviewing agreements classified as
arm’s length on a yearly basis to ensure that they have
indeed been concluded in the ordinary course of business
on arm’s length terms, and reporting its opinion to the
Board (see also section 5.5.6 below).
The Audit Committee’s powers and duties are set out in
a charter, including those concerning risk analysis and
the detection and prevention of management errors. The
charter is reviewed regularly and was last updated on
25 March 2020. The Board of Directors’ Internal Rules also
set out the Committee’s responsibilities.
Work of the Audit Committee in 2022
The Audit Committee met 12 times in 2022 (versus 13 times
in 2021). In addition to the customary meetings to review
the annual and interim accounts and risks and internal
control, several meetings were devoted to monitoring
market trends and the Group’s business, particularly in
France, and to monitoring cash generation, the progress of
the deleveraging plan and the implementation of the asset
disposal plan. The attendance rate was 94.44% (97.44%
in 2021). The meetings lasted an average of 2 hours and
50 minutes.
As a general rule, the meetings were also attended by the
Chief Financial Officer, the Group Chief Accountant, the
Group General Counsel, the Chief Risk and Compliance
Officer, the Chief Ethics Officer, the Deputy Director of
Risks, Compliance and Internal Control, the Director of
Group Internal Audit, and the General Secretary who is
also the Secretary of the Board and of the Committee.
Representatives of the Statutory Auditors attend the
meetings that involve discussion or review of the annual and
interim financial statements, allocation of profit, changes
in accounting standards, and the work of the Internal
Audit department and the Risks, Compliance and Internal
Control department.
The Audit Committee meetings were also attended by
other senior managers depending on the items on the
agenda, such as the Chief Operating Officer, the Deputy
Chief Financial Officer in charge of performance and Group
management control, the Head of the Group’s Information
Systems Security department, the Group M&A Project
Director and Chairman of Casino Immobilier, the Chief
Executive Officer of RelevanC, and the Executive Director,
Merchandise and Chairman of Achats Marchandises Casino.
444
During its review of the annual and interim financial
statements, the Committee met with the Statutory Auditors
without any representatives of the Company in attendance.
In 2022, the Committee was given regular updates on the
Group’s business in view of the high inflationary context, and
it closely monitored the annual budget and the progress of
the asset disposal plan, including the sale of GreenYellow and
part of the Group’s stake in Sendas Distribuidora S.A. (Assaí).
The Committee carefully examined the cost reduction
and efficiency plans, which were stepped up due to the
macroeconomic context in order to protect profit margins.
It also monitored compliance with the hard covenants
included in the Group’s credit facility agreements, as well
as the Group’s liquidity position and its free cash flow and
deleveraging trajectory.
The Committee was given a presentation on the project
to streamline the legal structure of the Group’s food retail
operations in France, via the creation of a joint holding
company called CGP Distribution France, as well as the
principle of the proposed spin-off of GPA and Grupo Éxito.
During its review of the 2021 annual financial statements
and the 2022 interim financial statements, the Audit
Committee also verified the accounts closing process and
the consolidation of the accounts of the Group’s various
listed subsidiaries. It reviewed and discussed the executive
summary prepared by the Financial and Accounting
department, the management reports and the Statutory
Auditors’ report on their audit procedures, their review
of the system of internal controls over the preparation
and processing of accounting and financial information
and their review of all the consolidation entries and the
financial statements of the Company. As part of its review
of the financial statements, the Committee examined
the appropriateness of the accounting methods and
treatments used in the financial statements and the
effective completion of the Statutory Auditors’ engagement.
The Group’s risk factors were set out to the Committee
during the annual accounts closing process and when
the updated risk map was presented. These included the
social and environmental risks assessed by the Governance
and Social Responsibility Committee which reports its
recommendations to the Audit Committee and the Board.
The Audit Committee was also briefed on the Group’s
first-time EU Green Taxonomy reporting.
The Audit Committee drew on the work of the Governance
and Social Responsibility Committee, which examined and
issued opinions to the Audit Committee on (i) the entire
content of the Non-Financial Statement (which included the
Group’s first-time Taxonomy disclosures), (ii) non-financial
items and risks, (iii) Senior Management’s duty of care plan,
(iv) the implementation of the anti-corruption system in
accordance with the Sapin II law, (v) GDPR compliance,
and (vi) the non-financial disclosures for 2021. Along with
the Governance and Social Responsibility Committee, the
Audit Committee is regularly informed of any incidents
reported via the internal whistleblowing system and of the
action taken in each case.
The six-month interim reports of the Risks and Compliance
department and its Group Internal Control unit, as well as
the priorities for 2023, were presented to the Committee
by the Internal Control Director and the Chief Risks and
Compliance Officer and Chief Ethics Officer. In particular, the
Committee was informed of the results of the new internal
control self-assessment exercises, the annual update of the
Group’s main risk map, and the system for identifying and
monitoring fraud risks. It ensured that action plans were
in place and reviewed their follow-up.
As is the case every year, the Director of Group Information
Systems Security presented an update on action plans to
prevent cybercrime.
The Director of Internal Audit also presented to the
Committee the two six-month interim activity reports
on completed internal audits, the results of follow-up
audits to check that action plans have been launched
to implement the internal auditors’ recommendations,
and the assignments performed in coordination with the
internal auditing teams of the various Group entities. The
Committee also received the reports on internal audits
conducted during the year on compliance issues (Sapin
II law). Between each half-yearly report, the Committee
receives an executive summary of each audit carried out
in the previous six months. The Committee approved the
adjustments to the 2022 Internal Audit Plan and the
Internal Audit Programme for 2023.
During the year, the Committee reviewed the Statutory
Auditors’ annual audit plan and proposed fee budget.
Apart from the accounts closing process, the Committee
received regular briefings on ongoing investigations and
procedures.
The Audit Committee reviewed and approved several
non-audit engagements assigned to the Statutory Auditors
and ensured that there were no identified situations or
risks that could affect their independence during the
financial year under review. The Committee reviewed the
list of pre-approved non-audit services by type as well as
the approval process described in the Non-Audit Services
Charter in order to assess whether any amendments were
required. It also examined the annual inventory of services
provided by the Statutory Auditors since the beginning of
2021 and the related fees. The Committee recommended
that the Board approve an amendment to the Charter to
include an addition to the list of pre-approved non-audit
services by type.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
■ Review of related-party agreements and
assessment of arm’s length agreements
As part of its review of related-party transactions and routine
related-party agreements entered into on arm’s length terms,
in 2022, the Committee reviewed the management report
on all routine agreements entered into or implemented
in 2021 and obtained assurance that it had received all
relevant information and that the agreements classified as
arm’s length did indeed meet the conditions. As in prior
years, the Committee particularly examined the services
provided by Euris under the strategic assistance agreement
renewed on 1 January 2020, which was classified as an
agreement relating to routine transactions and entered into
on arm’s length terms. It verified the nature of the services
provided in 2021 and that the terms for implementing
the agreement were unchanged, based on the report of a
financial expert (see section 5.5.6 for further information).
In addition, it reviewed the annual report on all of the
agreements between related parties, the purpose of which
is to group all of the agreements and transactions that took
place between or among these parties in 2021, including
transactions outside the scope of the Committee’s prior
review procedure. It also read the statement of regulated
related-party agreements.
The Chair of the Audit Committee reported to the Board
on all of the Committee’s analyses, work and opinions.
Appointments and Compensation Committee
Composition as of 9 March 2023
Role
Independence
1st appointment/
last renewal
Number of
meetings
Attendance
rate
Maud Bailly
Nathalie Andrieux
Thomas Piquemal
INDEPENDENCE RATE
Chair(1)
Member
Member
Member(2)
10/05/2022
11/06/2021
07/07/2015-12/05/2021
8
10/05/2022
I
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(1) Replaced Nathalie Andrieux who chaired the Committee from 15 May 2018 until 10 May 2022.
(2) Replaced David de Rothschild who was a member of the Committee until 10 May 2022.
100%
100%
100%
The proportion of independent directors on the Committee
complies with the Afep-Medef Code’s recommendation
calling for a majority of Independent Directors.
The Chairman and Chief Executive Officer participates in
the Appointments and Compensation Committee’s work
on the Committee’s selection and appointment process
for Directors and the Lead Director, and on information
about the compensation policy for key executives who are
not corporate officers.
Role and responsibilities
The role and responsibilities of the Appointments and
Compensation Committee are set out in its Charter, which
was updated most recently on 25 March 2020, primarily
to reflect legislative changes that took place in 2019. The
Board of Directors’ Internal Rules set out the Committee’s
responsibilities.
The Appointments and Compensation Committee is
specifically in charge of helping the Board of Directors to
review applications for Senior Management positions and to
select new Directors based on the criteria and requirements
set by the Governance and Social Responsibility Committee
to achieve the right mix of expertise and diversity. It
reviews, on an annual basis, Directors’ independence
and the composition of the Committees. It also assists
the Board of Directors in setting and implementing the
compensation policy for corporate officers and the executive
corporate officer, reviewing free share policies, employee
share ownership plans and the human development and
succession plan.
Addressing CSR risks, including those related
to climate change
The Appointments and Compensation Committee draws
on the work of the Governance and Social Responsibility
Committee to prepare its recommendations on the CSR
targets included in the criteria underlying the executive
corporate officer’s variable compensation and in the
long-term incentive (LTI) plans and for monitoring the
achievement levels of those targets over the pre-defined
p e r i o d s . Th e C h a i r o f t h e G ove r n a n ce a n d S o c i a l
Responsibility Committee is a member of the Appointments
and Compensation Committee.
446
Work of the Appointments and
Compensation Committee in 2022
The Appointments and Compensation Committee met eight
times in 2022 (versus six times in 2021). The attendance
rate was 79.17% in 2021 (100% in 2021). Meetings lasted
an average of one and a quarter hours.
The Committee made recommendations to the Board on
the proposed re-elections and ratification of appointments of
Directors and the composition of the Board to be submitted
to the Annual General Meeting of 10 May 2022.
As it does each year, the Committee performed its annual
review of the independence of Directors, taking into account
all of the criteria in the Afep-Medef Code, and presented
the results of the review to the Board. As part of its review,
it examined whether any Directors had any relationships
with Group companies that might affect their judgement
or lead to conflicts of interest.
The Committee members issued recommendations on
changes in the membership structure and chairmanship
of the Committees, taking into account the opinions of
the Committees’ Chairs and the recommendation of the
Governance and Social Responsibility Committee that
each Committee be chaired by an Independent Director.
The Appointments and Compensation Committee was asked
to set the 2021 variable compensation of the Chairman
and Chief Executive Officer based on the achievements
and objectives set in February 2021 and to determine
the components of his compensation for 2022. On the
basis of the analyses and recommendations issued by two
specialist firms, the Committee recommended revising
the Chairman and Chief Executive Officer’s compensation
policy for 2022, proposing an increase in his fixed annual
compensation (which had remained the same since 2013)
coinciding with the renewal of his term of office as put
to the shareholders’ vote at the Annual General Meeting.
This increase brought the Chairman and Chief Executive
Officer’s fixed compensation more into line with the median
amount of fixed compensation paid by peer companies.
In parallel, the Committee recommended introducing
additional quantitative criteria underlying the Chairman
and Chief Executive Officer’s variable compensation by
incorporating criteria reflecting the Company’s social and
environmental goals, which at the same time demonstrates
the Company’s focus on its CSR strategy.
During the year, the Appointments and Compensation
Committee shared with the Governance and Social
Responsibility Committee its views and opinions on changes
to the Chairman and Chief Executive Officer’s compensation
policy for 2022 – both the increase in his fixed compensation
and the incorporation of quantitative CSR criteria relating
to gender diversity and reduction in CO2 emissions, in line
with the Company’s objectives of increasing the number
of women in its management structures and reducing its
carbon footprint.
The Committee was also consulted concerning the
determination of the final amount of the 2019-2021 long-
term incentive bonus awarded to the Chairman and Chief
Executive Officer by the Board of Directors on 6 March 2019
and approved by the Annual General Meeting of
7 May 2019, based on actual performance in relation to
the plan’s objectives. It made recommendations to the
Board about the Directors’ compensation policy for 2022
put forward for shareholder approval at the Annual General
Meeting of 10 May 2022.
It was also informed during the year of the compensation
of other Executive Committee members and reviewed
the overall compensation of each of them. In addition,
it was briefed on changes to the Executive Committee’s
membership during the year.
The Committee reviewed the proposed say-on-pay
resolutions to be presented at the Annual General Meeting
of 10 May 2022 and the corresponding Board reports,
concerning the components of the Chairman and Chief
Executive Officer’s 2021 compensation, the compensation
policy applicable to him for 2022, the disclosures related
to his compensation including pay ratios, as well as the
2022 compensation policy for Directors which was also
submitted to the Annual General Meeting for approval. It
also reviewed the sections of the Board of Directors’ report
on corporate governance, included in the 2021 Universal
Registration Document relating to matters within its remit
and to its activity report.
Th e Co m m i t te e wa s i n fo r m e d o f c h a n g e s i n t h e
compensation of a Director who is bound to the Company
by an employment contract falling within the scope of
application of the procedure for regulated related-party
agreements, in order for the Committee to formulate its
recommendation to the Board on this matter.
The Committee was also consulted about proposals
to allocate free shares to managers of the Group and
recommended that the Board approve the proposals.
The Committee examined the annual update to the
succession plans for the Business Units’ Management
Committees and for Casino’s key executives, the annual
reviews of the talent pools available for succession planning,
the career tracking and development plans, and action
plans for the Group’s key resources implemented in 2022.
The courses of action for 2023 were discussed.
During two specific meetings, the Appointments and
Compensation Committee closely examined the action plans
taken over the last five years to increase women leadership
within the Group and the results of those plans, in order to
identify additional courses of action for the Business Units
to accelerate their achievement of the objective to increase
the proportion of women in top management positions.
Prior to the renewal of the Chairman and Chief Executive
Officer’s term of office put to the shareholders at the Annual
General Meeting of 10 May 2022, in December 2021, the
Committee reviewed the governance arrangements in place
if the Chairman and Chief Executive Officer is temporarily
unable to fulfil his responsibilities due to unforeseen
circumstances. The long-standing arrangements ensure
that in such a situation, a replacement system would be
immediately operational to maintain continuity of Senior
Management, including at the level of the listed subsidiaries
and parent companies. These arrangements are reviewed
on a regular basis.
The Chair of the Committee reported on the work performed
at each Committee meeting to the Board of Directors.
The Appointments and Compensation Committee used
independent research and benchmarking surveys, mainly
carried out by specialist firms, to assist it in some of its
duties, including for its analyses of Senior Management
compensation packages.
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CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Governance and Social Responsibility Committee
Composition as of 9 March 2023
Role
Independence
1st appointment/
last renewal
Number of
meetings
Attendance
rate
Nathalie Andrieux
Thierry Billot, Lead Director
Christiane Féral-Schuhl
Frédéric Saint-Geours
INDEPENDENCE RATE
Chair(1)
Member
Member
Member
Member
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(1) Replaced Thierry Billot who chaired the Committee from 11 June 2021 until 10 May 2022.
10/05/2022
12/05/2021
11/06/2021
17/06/2020
17/06/2020
4
100%
100%
100%
100%
Role and responsibilities
The purposes, organisational rules and operation of the
Committee are described in a specific Charter that was
amended and approved most recently by the Board of
Directors on 25 March 2020. The Board of Directors’ Internal
Rules also set out the Committee’s responsibilities.
The Committee was created in 2015 to monitor the
development of governance rules, oversee their proper
application and propose any appropriate adaptation and
ensure they are adequate to the Group’s needs. In the
area of governance, it regularly reviews the structure, size
and composition of the Board of Directors. In particular, it
is responsible for monitoring matters relating to rules of
conduct and ethics applicable to Directors, for determining
the method of evaluating the Board’s organisation and
functioning and performing the evaluations, and for
managing and handling conflicts of interest. The Committee
may address any exceptional issue that could give rise to
a conflict of interest.
■ Protection of the corporate interest in connection
with the safeguard proceedings for the parent
companies
Following the initiation of safeguard proceedings for
the parent companies, the Committee recommended
temporarily extending its role in this connection to ensure
that the Board of Directors is in a position to continue to
provide its members with full and accurate information,
and to make impartial and objective decisions in order to
protect Casino’s corporate interest, and that it is always able
to identify and monitor potential conflicts of interest within
the Board. At its meeting on 13 June 2019, the Board of
Directors decided to set up a specific governance framework
on a temporary basis to be defined by the Governance
and Social Responsibility Committee with the assistance
of an independent law firm with no connection to the
parent companies (see section 5.5.6 “Specific governance
framework for the Governance and Social Responsibility
Committee in connection with parent company safeguard
proceedings”).
■ CSR responsibilities and coordination
with other Board Committees
The scope of the Committee’s duties in the area of social
responsibility was broadened from 15 December 2017,
reflecting the involvement of individuals at the highest
level of the organisation in the Group’s social responsibility
process and the alignment of said duties with those of the
other two Committees. It is thus responsible for reviewing
the Group’s commitments and policies in the area of ethics
and rules of conduct and corporate social, environmental
and societal responsibility, implementing these policies
and tracking their results, in line with the Group’s strategy.
In this respect, together with the Audit Committee, it
ensures the existence of systems for the identification
and management of the principal non-financial risks
and compliance with applicable laws and regulations.
It reviews the Group’s participation in ESG indices and
examines the non-financial information disclosed in the
annual management report, in accordance with the legal
requirements. It reports to the Audit Committee and to
the Board on its work.
The Governance and Social Responsibility Committee
reviews the gender parity policy on a yearly basis ahead of
the Board’s annual discussion of this matter, and monitors
all of the gender diversity objectives proposed by Senior
Management (see also Article 12.2.5 of the Board of
Directors’ Internal Rules in section 8.3 of this Universal
Registration Document), issuing any recommendations it
deems appropriate.
Two members of the Governance and Social Responsibility
Committee are members of the Audit Committee and the
Committee Chair is a member of the Appointments and
Compensation Committee. This facilitates the coordination
of the Board Committees’ work on CSR issues prior to the
Committees’ putting forward their recommendations and
opinions to the Board of Directors.
448
Work of the Governance and Social
Responsibility Committee in 2022
During 2022, the Governance and Social Responsibility
Committee met four times (versus six times in 2021). The
attendance rate was 100% (versus 95.83% in 2021). The
meetings lasted an average of over three hours and ten
minutes.
The Committee’s work mainly focused on the following
matters:
■ Specific temporary assignment in connection
with the safeguard proceedings:
The Committee received an update on the parent company
safeguard proceedings. In particular, it was briefed on the
outcome of Rallye’s tender offers for its unsecured debt
and Rallye’s repayment schedule.
■ Governance responsibilities:
In the first quarter of 2022, the Committee held discussions
on the summary of the 2021 review of the Board’s practices
and procedures, steered by the Lead Director, together with
the related recommendations, and examined the Lead
Director’s report on the Independent Directors’ meeting
devoted to the Board’s assessment (executive session) and
the conditions in which the respective roles of Chairman
and Chief Executive Officer were performed in 2021. The
Committee unanimously recommended maintaining the
combined governance structure.
The Board’s diversity policy was discussed, as was the
membership structure of the Committees and the
recommendation that each Committee be chaired by an
Independent Director.
The Governance and Social Responsibility Committee read
the report on the dialogue conducted by the Lead Director
with investors and voting advisory firms, and recommended
continuing this dialogue in 2022. It also reviewed updates
to the Insider Trading Policy.
In line with best governance practices and based on research
carried out by compensation consultants, it examined the
proposed increase in the Chairman and Chief Executive
Officer’s fixed compensation for 2022 recommended by
the Appointments and Compensation Committee, following
which it likewise recommended that the increase should
be applied. It recommended that the Board approve the
Board of Directors’ Corporate Governance Report included
in the 2021 Universal Registration Document.
In December 2022, work performed by the Committee
included an annual review of the Company’s position
vis-à-vis the various reports issued by the AMF and the High
Committee on Corporate Governance, the Afep-Medef Code
and reviews of the recommendations made by shareholders,
proxy advisors and ESG rating agencies.
The Committee was given a report by the consultancy firm
commissioned in 2022 to carry out the assessment of the
Board’s practices and procedures. A summary of this report
and suggestions for the future were presented to the Board
of Directors in 2023 (see section 5.5.5 “Assessment of the
Board of Directors’ practices and procedures”).
It recommended that the Board renew the specific annual
authorisations granted to the Chairman and Chief Executive
Officer, as described in the Board of Directors’ Internal Rules.
It also recommended continuing the process of dialogue
and discussion between the Lead Director and investors
and voting advisory firms.
■ Corporate Social Responsibility (CSR)
responsibilities
As was the case in 2021, the Committee reviewed and
discussed the CSR policy implemented by the Company
as part of its growth strategy, presented by the Group
Director of CSR and Engagement and the CSR work
carried out in 2021, particularly in relation to the Group’s
climate strategy and the indicators included in the 2021
Non-Financial Statement. The Committee examined the
main non-financial risks and related risk management
measures, as well as an update on the implementation
of the recommendations issued by the Task Force on
Climate-related Financial Disclosures (TCFD). The work on
EU Green Taxonomy reporting was also reviewed.
The Committee recommended that the Board approve
the Non-Financial Statement, the CSR information, the
ethics and compliance approach and the report by Senior
Management on the implementation of the duty of care
plan incorporated in the management report presented
in the 2021 Universal Registration Document.
Interim status reports were presented to the Committee by
the Risks and Compliance Director and Group Ethics Officer
and by the Internal Control Director on the implementation
of measures and procedures to prevent and detect bribery
and corruption as required by the Sapin II law, especially as
regards progress on the various digitalisation projects, the
risk mapping process and the results of the self-assessment
campaign, as well as the internal compliance audits and
action plans. The approach to complying with the General
Data Protection Regulation was also presented to the
Committee, along with a status report on each of the
priority actions.
During the year, the Committee was given several status
reports on Senior Management’s duty of care plan and
related action plans, as well as on the procedures for
updating risk analyses and monitoring the lawsuits filed by
NGOs and/or non-profits against the Company in relation
to duty of care legislation.
The findings of a materiality study of the CSR challenges
facing the Company, including climate issues, were
presented to the Committee, as were the findings of a
study on the potential impacts of physical climate risks
on the Group’s business and an analysis of the Group’s
innovation policy.
Following on from its review in prior years of the CSR
strategies for Monoprix and GPA (Grupo Pão de Açúcar) in
Brazil, in 2022 the Committee examined the CSR strategy
for Grupo Éxito, which was presented to it in detail by Grupo
Éxito’s Chairman and Chief Executive Officer.
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The Committee was also given detailed updates on changes
in the Group’s non-financial ratings and scores. It examined
the Group’s policy for inclusively employing people with
disabilities and supporting them in the workplace, as well
as its policy and goals relating to the use of plastic and the
ensuing action plans that have been put in place. The CSR
& External Communication Directors of DCF (hypermarket/
supermarket and convenience formats reporting scope)
briefed the Committee on the CSR approach of the Casino
banners, as well as the main achievements and the roadmap,
which the Committee subsequently discussed.
The Committee also tested the energy and climate training
programme in an initial session solely for Committee
members, which will be offered to all of the Board’s
members in 2023.
The Human Resources department made a presentation
to the Committee on action taken by the Group in 2022 to
support the gender equality policy, the objectives concerning
the proportion of women in Senior Management positions
in France and the progress made towards meeting these
objectives. The Committee noted the positive outcomes of
the action plans which must be pursued and completed.
The Committee recommended setting ambitious targets
and that consideration be given to introducing an additional
specific objective concerning the proportion of women on
the Group Executive Committee.
It ensured that the quantitative CSR targets proposed for
calculating the Chairman and Chief Executive Officer’s
2022 annual variable compensation and his long-term
compensation under the 2022 LTI plan were aligned with
the Group’s business strategy and medium/long-term
objectives relating to gender diversity and reducing carbon
emissions.
The Committee reported to the Audit Committee on its
work and opinions regarding the review of non-financial
risks, the Non-Financial Statement and its monitoring of
the implementation of the anti-corruption system put in
place in accordance with the Sapin II law, as well as GDPR
compliance and the duty of care plan.
The Committee reported to the Board of Directors on the
work carried out at each of its meetings and submitted its
opinions and recommendations.
5.5.4. INDEPENDENT LEAD DIRECTOR – 2022 REPORT
The Board of Directors’ Internal Rules provide for the
mandatory appointment of an Independent Lead Director
whenever the offices of Chairman of the Board of Directors
and Chief Executive Officer are held by the same person
(see also section 5.3.3 above).
The position of Lead Director was created on 11 May 2012
at the suggestion of the Chairman and Chief Executive
Officer. Thierry Billot, an Independent Director, has been
the Lead Director since 12 October 2021. He is a member
of the Audit Committee, which he has chaired since
10 May 2022. He is also a member of the Governance and
Social Responsibility Committee, which he chaired until
10 May 2022.
The Lead Director’s powers and duties are described in
Article 13 of the Board’s Internal Rules. The Lead Director
ensures that the combination of the roles of Chairman and
Chief Executive Officer does not have an adverse impact on
the proper functioning of the Board, for example in relation
to the information given to Directors, Board meeting agenda
items and the organisation of Board discussions and votes
(see section 5.3.3 “Role of the Lead Director” for a detailed
presentation of the duties assigned to this Director).
To this end, the Lead Director may consult the Governance
and Social Responsibility Committee at any time about any
problematic issues.
The Lead Director attended all meetings of the Board of
Directors in 2022 (13 meetings); all of the Audit Committee
meetings (12 meetings), all of the Governance and Social
Responsibility meetings (four meetings), and one meeting
of the Appointments and Compensation Committee.
Work carried out in 2022:
● The Lead Director chaired two meetings of the Independent
Directors (executive sessions), in January and September
2022. In addition to addressing topical matters, such
as the asset disposal and deleveraging plans, one of the
two meetings was more specifically dedicated to the
assessment of the Board’s practices and procedures, and
the other meeting was focused on following up on the
recommendations that were made.
● The Lead Director reported to the Governance and Social
Responsibility Committee that the positions of Chairman
of the Board of Directors and Chief Executive Officer
and the duties of the Board and the Board Committees
were performed satisfactorily and that no problems had
come to light or been reported to the Appointments and
Compensation Committee or the Governance and Social
Responsibility Committee or to the Lead Director during
the financial year in question concerning any actual or
potential conflicts of interest. The Board’s practices and
procedures, in terms of the organisation of its discussions
and decisions, the information given to Directors and
the quality of its Committees’ practices and procedures,
was confirmed as being good during the self-assessment
exercise carried out in 2021 and the meeting organised
by the Lead Director at the end of January 2022 (see
above). The Chairman and Chief Executive Officer was
informed by the Lead Director of the observations and
suggestions made for 2022.
450
● Together with the Governance and Social Responsibility
Committee, the Lead Director is responsible for reviewing
the Company’s application of the governance practices
recommended in the Afep-Medef Code, its implementation
guide and the reports of the AMF and the High Committee
on Corporate Governance, with his most recent review
carried out in December 2022. He ensured that the
Directors received all the necessary information and
that governance issues were properly examined, that
independent advice was obtained as needed concerning
specific issues or decisions, that potential conflicts of
interest were prevented – in particular in connection with
the parent company safeguard proceedings – and that
the Committee duly fulfilled its temporary monitoring
assignment. He ensured that the Board of Directors’ Internal
Rules and the Committees’ Charters were reviewed and
adapted whenever necessary. He presented all of his work
and proposals to the Board, including the results of the
assessment of the Board’s practices and procedures and
the proposals of the Governance and Social Responsibility
Committee and the Independent Directors on the action
to be taken based on the results of the assessment. The
Lead Director presented to the Audit Committee, and then
to the Board in his capacity as Chair of the Governance
and Social Responsibility Committee, the analysis of the
Non-Financial Statement and Senior Management’s duty
of care plan, and a report on the compliance programme
relating to anti-corruption and prevention of influence
peddling in accordance with the applicable legal and
regulatory requirements, and the personal data protection
programme.
● Along with the Governance and Social Responsibility
Committee, the Lead Director also reviewed the composition
of the Board and its Committees and its compliance with
governance rules.
● He also conducted several shareholder dialogue meetings
in 2022 with investors and voting advisory firms and
reported back to the Governance and Social Responsibility
Committee and the Board.
● In his capacity as a member and then Chair of the Audit
Committee, he participated in and subsequently led all
of this Committee’s work, particularly in relation to the
asset disposal and deleveraging plans, the analysis of
strategic and/or major transactions, and the monitoring
of operating performance and cash generation.
● The Lead Director held regular discussions with the Board
Secretary to prepare meetings of the Board Committees
and the agenda of the Board meetings. The successive
Lead Directors had access to all the work files of the Board
Committees of which they were not a member and had the
option of participating in the meetings of those Committees.
In 2022, the Lead Director participated in the meeting
of the Appointments and Compensation Committee at
which the compensation policy for the Chairman and
Chief Executive Officer for 2022 was discussed.
● The Lead Director also reported on his activities to the
Governance and Social Responsibility Committee as well
as to the Board of Directors.
The Board Secretary was at the disposal of the Lead Director
to assist him in the performance of his responsibilities.
5.5.5. ASSESSMENT OF THE BOARD’S PRACTICES AND PROCEDURES
Pursuant to the Afep-Medef Code, the Board’s Internal
Rules provide for an annual review and regular performance
evaluations of the Board of Directors by the Governance
and Social Responsibility Committee, assisted by an
independent consultant if it so wishes. Every three years,
the Governance and Social Responsibility Committee
commissions a consultancy firm to carry out this assessment.
Implementation of the suggestions for improving the
organisation of the Board’s work is monitored during the
annual meeting of Independent Directors and clarifications
were made at meetings organised by the Lead Director
(executive sessions).
For 2021, the assessment was carried out under the
supervision of the Lead Director, via questionnaires sent out
to all of the Board’s members and interviews conducted by
the Lead Director. Based on the suggestions and proposals
put forward during this annual review, in 2022, the work
of the Board and the Audit Committee was focused on
implementing the asset disposal and deleveraging plans,
and on examining strategic and/or major transactions and
monitoring the Group’s operating performance through
key indicators. Executive summaries are now provided for
the most extensive presentations.
For 2022, the Governance and Social Responsibility
Committee commissioned the consultancy firm Bertrand
Richard Conseil to perform another independent assessment
at the end of 2022. This process involved interviews with
the Lead Director and the overall assessment report was
sent to each Director.
The findings of the assessment and the outcome of
the meeting of Independent Directors organised on
10 February 2023 by the Lead Director to finalise the
summary report revealed that the Directors have an
extremely positive view of the practices and procedures of
the Board and its Committees. The factors they particularly
appreciate are the pro-activeness, the quality of discussions
and information provided, the contribution and role of
the Committees, the commitment of the Directors and
the interaction with the Group’s management teams.
The summary was presented to the Board of Directors,
which reviewed and discussed it and approved all the
recommendations.
Regarding the Board’s practices and procedures, the
following points were highlighted:
● the interaction between the Directors and Management,
which has improved, particularly within the Committees,
and the strong commitment shown by Senior Management
and the Board’s members to ensure that the Group’s
governance structure works effectively, with the support
of the Lead Director who fully performs his role;
● the quality of discussion, with the Board’s members being
able to freely express their opinions while respecting form;
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● the effective combination of the roles of Chairman and
Chief Executive Officer, which has proved to be the right
decision and well suited to managing the recent crisis,
together with the role of the Lead Director, who has slotted
in rapidly to the overall structure;
● significant contribution and role of the Committees,
particularly in terms of managing the crisis, both regarding
the Audit Committee’s monitoring of the asset disposal plan
and budget, and the Governance and Social Responsibility
Committee’s prevention of potential conflicts of interest;
● strong commitment shown by the Directors who have
rallied in response to the crisis and demonstrated not
only resilience but also vigilant support;
● the changes in the Board’s membership structure, with
a rejuvenated profile and new skills;
● sufficient contact with the Senior Management team,
enabling the Board to get to know the Group’s key
managers;
● a very good level of information provided to the Board,
with quality files, reflecting Senior Management’s aim to
establish transparent communications, and satisfactory
feedback on the implementation of decisions taken;
● a wide range of topics addressed and efficient organisation
of the Board’s work, thanks to the input of the Board
Secretary.
As part of the assessment of the Board’s practices and
procedures, the Directors were asked to assess their
colleagues’ contribution to the Board’s work. The Directors
considered this contribution to be of an appropriate
level, and that the range of contributions provide Senior
Management with diverse viewpoints.
For 2023, the Board’s members said they would like to
continue to deepen their discussions on strategy in view
of the Group’s competitive environment.
It was also suggested that more social occasions could be
organised (such as lunches, informal meetings with Senior
Management and on-site visits), that presentations and
documentation be provided to the Board further ahead
of meetings if possible, and that there continue to be
two executive sessions a year (a meeting of Independent
Directors chaired by the Lead Director), having launched
this new practice in 2022. Going forward, the Governance
and Social Responsibility Committee will be focusing even
more on strategy and CSR issues, and discussions will be
held on organising further collaborative work between this
Committee and the Audit Committee.
5.5.6. RULES OF CONDUCT – CONFLICTS OF INTEREST –
PROTECTION OF MINORITY SHAREHOLDERS
Rules of Conduct – Internal Rules
The Board of Directors’ Internal Rules and, in particular,
Section VI, set out the rules of conduct applicable to Board
members. This section was supplemented and updated in
2016 and again in March 2017. The rules state that each
Director must perform his or her duties in compliance
with the rules of independence, business ethics, loyalty,
and integrity. It notably includes the duty of the Directors
to request information, their obligation to protect the
Company’s interests, avoid and manage conflicts of interest,
attend meetings and keep information confidential, and
contains rules relating to equity interests held by Directors
elected by the Annual General Meeting. The measures
associated with the prevention of insider trading are also
compiled in the Insider Trading Policy adopted in March
2017, which is reviewed annually and was most recently
updated on 9 March 2022, and to which the Board of
Directors’ Internal Rules expressly refer (see below). The Ethics
Charter and the Code of Ethics and Business Conduct for the
Group’s affairs that define and illustrate the values of ethics
and integrity of the Group are the reference documents
intended for all employees as well as the executives and
Directors of the Group. These documents may be viewed
on the Company’s website (https://www.groupe-casino.fr/
en/ethics-compliance/).
Section VI of the Internal Rules states that before agreeing
to undertake the position, each Director must read the legal
and regulatory provisions associated with his or her position,
the applicable codes and sound governance practices, as
well as any provisions specific to the Company contained
in the Articles of Association and the Internal Rules.
Directors must request the information they deem necessary
for the successful performance of their responsibilities. To
this end, they must ask the Chairman, where appropriate
and in a timely manner, for the information they need to
make useful contributions to the discussions of items on
Board meeting agendas.
452
With respect to the rules applicable to the prevention
and management of conflicts of interest, Directors who
represent the interests of all shareholders have a duty to
disclose any conflicts of interest they may have to the other
Board members. The Internal Rules state that each Director
is required to alert the Board of Directors regarding any
actual or potential conflict of interest in which they might
be directly or indirectly involved and, in such a case, to
abstain from taking part in discussions and votes on the
matters in question. Each Director must consult with the
Chairman prior to undertaking any assignment or accepting
any function or duties that could, even potentially, result in a
conflict of interest for the Director in question. The Chairman
can consult with the Governance and Social Responsibility
Committee or the Board of Directors regarding such matters.
During the 2015 financial year, with a view to better
reflecting the Group’s strong international footprint and
the presence in the Group of several listed companies
(subsidiaries or parent companies) both in France and
abroad, the Board of Directors decided to strengthen
and supplement existing procedures and/or governance
bodies, thereby enhancing its good governance process.
The Board accordingly implemented a procedure to review
all agreements between related parties (see below), and to
create the Governance Committee, renamed Governance
and Social Responsibility Committee in December 2017,
whose specific task is to examine governance, ethical and
social responsibility issues.
As part of its duties, the Governance and Social Responsibility
Committee may therefore examine any exceptional issue
that may give rise to a conflict of interest within the Board of
Directors and give an opinion or make a recommendation
on the matter.
Confl icts of interest – Protection
of minority shareholders
Conflicts of interest involving corporate
officers and Senior Management
The Company conducts routine business on a daily basis
with all of its subsidiaries. It also receives strategic advice
from Euris, the Group’s overall holding company, which
is controlled by its Chairman Jean-Charles Naouri. Euris
provides permanent advisory services on strategy and
development (currently by a team of 13 people), on
terms set out in an agreement that was last renewed on
27 January 2023 for a three-year period, under similar terms
and conditions to the agreement renewed for a three-year
period on 1 January 2020. In January 2020, the Audit
Committee assessed whether it was in Casino’s interests
to renew this agreement, and on the basis of its analysis
and the specialists’ reports, concluded that it qualified as
an agreement relating to routine transactions and entered
into on arm’s length terms. The Audit Committee carried
out the same analysis and reached the same conclusion
when it performed its annual review of the performance,
which last took place on 26 January 2023 at the time of
the renewal of the agreement (see below, “Regular review
by the Audit Committee of agreements relating to routine
transactions and entered into by the Company on arm’s
length terms pursuant to Article L. 22-10-12 of the French
Commercial Code [formerly Article L. 225-39 of said Code])”.
Under the agreement, the amount paid in 2023 to Euris by
the Company for services provided in 2022 was €850,000
excluding VAT (€790,000 excluding VAT in 2021).
Euris also provides permanent strategic advisory and
assistance and development services to the Company’s
subsidiaries. The total amount billed by Euris for these
services in 2022 was €3.1 million, excluding VAT (€3 million
excluding VAT in 2021). In addition, Euris and Foncière Euris
provided staff and fitted-out premises for the Company and
its subsidiaries (see note 14 to the consolidated financial
statements for the year ended 31 December 2022).
To the Company’s knowledge, with the exception of the
abovementioned contracts, there are no other service
contracts between the members of the Board of Directors of
the Company and the Company or any of its subsidiaries the
terms of which would qualify as a grant of special benefits.
Jean-Charles Naouri, Franck Hattab, Didier Lévêque, Alexis
Ravalais, Josseline de Clausade and Odile Muracciole,
executives, Directors or permanent representatives of
companies in the Euris and Rallye groups, are members
of the administrative, management and/or supervisory
bodies of companies belonging to these two groups and/
or to Casino Group (see list of the positions in section 5.5)
and accordingly receive compensation.
To the Company’s knowledge, there are no other potential
conflicts of interest between the duties performed by the
members of the Board of Directors for the Company and
their private interests or other obligations. There are no
arrangements or agreements with shareholders, customers,
suppliers or other parties by virtue of which a member of
the Board of Directors has been appointed as a Director.
The responsibilities of the Audit Committee, particularly in
connection with the prior review procedure for agreements
between related parties, and of the Governance and Social
Responsibility Committee, on both of which sit a majority
of Independent Directors, as well as the Lead Director, help
to prevent conflicts of interest and ensure that the power
of the majority shareholders is not exercised unfairly.
In addition, to the best of the Company’s knowledge, no
family ties exist between members of the Company’s Board
of Directors.
No loans or guarantees have been made or granted by the
Company to members of the Company’s Board of Directors
who are natural persons.
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Prior review of agreements between
related parties by the Audit Committee
Casino pays close attention to agreements between the
Company or its wholly-owned subsidiaries and other
companies in Casino Group, the Group’s parent companies
and their subsidiaries, as well as companies accounted for
by the equity method, referred to as “related parties”.
In this regard, in order to prevent conflicts of interest and
protect the various minority shareholders within the Group,
the Board of Directors in 2015 instituted a procedure for the
systematic review of related-party agreements by the Audit
Committee. The only procedure for the prior authorisation
of related-party agreements, as provided for in the French
Commercial Code (regulated agreements), which consists
of prior authorisation from the Board of Directors, the
preparation of a Statutory Auditors’ special report, and
approval at the Annual General Meeting, is intended to
apply mainly to agreements to which Casino is a direct
party. It does not cover routine agreements entered into
under arm’s length conditions, which represent the vast
majority of intra-group agreements.
The Board therefore introduced a prior review procedure
for the Audit Committee to examine all agreements before
they are submitted for information or approval to the Board
of Directors, between (i) the Company or its wholly-owned
subsidiaries and (ii) other Group companies as well as
controlling companies and companies accounted for by
the equity method in the Group’s consolidated financial
statements where the transaction amount with the
same related party during the same financial year, either
individually or in total, is greater than €10 million per
transaction and, above the €10 million aggregate threshold,
transactions for which the total amount is €1 million. The
Audit Committee is required to express an opinion as to
whether the terms of such contracts fairly balance the
interests of both parties. The procedure does not apply
to agreements between the Company and its wholly-
owned subsidiaries or among wholly-owned subsidiaries
themselves that concern (i) routine transactions carried
out in the normal course of business, (ii) tax consolidation
agreements, provided they do not place one of the parties in
a less favourable position than if it had elected to be taxed
on a stand-alone basis, or (iii) the issue of a guarantee or
a payment for a guarantee, unless it is not consistent with
the Group’s normal practices in this regard.
Moreover, related-party agreements (regulated agreements
as per French law) entered into by the Company are subject
to this procedure regardless of their amount. At the request
of Senior Management, any agreement not falling within
the scope of the procedure may also nevertheless be
submitted for review to the Audit Committee owing to its
characteristics. At the request of the Chairman and Chief
Executive Officer or the Chair of the Audit Committee, the
Board of Directors may also decide to entrust the prior
review of an agreement with a specific related party to an
ad hoc Committee due to the nature or significance of the
planned transaction.
454
To perform its work in line with this procedure, the Audit
Committee may use studies or reports generally produced by
external specialist consultants to make an informed decision
about the related-party agreements subject to its review.
A specific charter describing the procedure’s organisation
and operation was drawn up and approved by the Board
of Directors based on the recommendation of the Audit
Committee. The Board of Directors’ Internal Rules also
include provisions relating to the principle of a prior
review of agreements between related parties by the Audit
Committee, of which at least two-thirds of members are
Independent Directors. Pursuant to this Charter, each
year, Senior Management also presents a report to the
Audit Committee on all related-party agreements entered
into during the year and on all transactions qualifying for
the above-mentioned exceptions to the related-parties
procedure. The annual report presented to the Audit
Committee during 2023 covering the 2022 financial year
once again concluded that there was no need to widen the
scope of application of the systematic review procedure
introduced in 2015.
No new related-party agreements were submitted to the
Audit Committee for its opinion during 2022 in accordance
with the Charter.
Regular review by the Audit Committee of
agreements relating to routine transactions
and entered into by the Company on arm’s
length terms pursuant to Article L. 22-10-12,
second paragraph, of the French
Commercial Code
■ Arm’s length agreement identification and review
procedure
Further to changes in the legal provisions governing
related-party agreements pursuant to the Pacte Law of
22 May 2019 provided in Article L. 22-10-12 (formerly
Article L. 225-39) of the French Commercial Code, instituted
by Order 2020-1142 of 16 September 2020, at its meeting
of 12 December 2019 the Board of Directors, on the
unanimous recommendation of the Governance and Social
Responsibility Committee, tasked the Audit Committee
with regularly reviewing the “arm’s length” agreements
entered into by the Company, and also approved, on the
Audit Committee’s recommendation, the terms of the
dedicated charter on identifying and reviewing arm’s
length agreements. This charter sets out the methodology
to be used to classify agreements into arm’s length and
related-party agreements referred to in Article L. 225-38
of the French Commercial Code. It is available on the
Company’s website at: https://www.groupe-casino.fr/en/
group/governance/documentation-and-information/
Each year, the Audit Committee reviews the report on
arm’s length agreements entered into during the year or
which continued to apply during the year, and the analysis
of those agreements. The list of arm’s length agreements
is accompanied by any supporting documentation or
reports prepared by a third-party expert in financial, legal,
real estate or other fields, enabling the Audit Committee
to review those agreements classified as at arm’s length
and to report thereon to the Board of Directors. The Audit
Committee may ask for additional information from the
Company’s Senior Management. The Audit Committee may,
if it deems necessary, propose that an agreement initially
considered to be an arm’s length agreement be reclassified
as a related-party agreement. Should the Board agree on
the need for such a change, the rectification procedure
referred to in Article L. 225-42, paragraph 3 of the French
Commercial Code is implemented.
The Audit Committee may also propose that an agreement
initially considered as a related-party agreement be
reclassified as an arm’s length agreement, if it deems
appropriate. In that case, the Board of Directors discloses
the change in its management report in order to inform
the Company’s shareholders.
Any member of the Audit Committee or the Board of
Directors who is directly or indirectly involved in an arm’s
length agreement may not take part in its review.
Furthermore, each year, based on the arm’s length
agreement report, the Audit Committee also determines
whether the procedure for identifying and reviewing arm’s
length agreements as defined in the procedure remains
appropriate for the Company’s needs and proposes any
necessary changes to the Board of Directors.
■ Implementation of the procedure
As part of this procedure, the Audit Committee particularly
examines, on an annual basis, the services provided by Euris
under the strategic advisory agreement signed between
the Company and Euris. This agreement was renewed
on 1 January 2020 for a three-year period and has been
classified as a routine agreement entered into on arm’s
length terms, as based on financial and legal appraisals
which were reported on in detail in the Board of Directors’
previous corporate governance reports.
Euris invoices the expenses it has incurred in providing
strategic advisory services to the Group based on allocation
keys applied at two successive levels: a primary key applied
to the holding companies based on capital employed
(equity + debt) and a secondary key within Casino Group to
allocate Casino Group’s portion between the subsidiaries
of Casino, Guichard-Perrachon based on sales (Casino,
Guichard-Perrachon assumes 20% of the expenses). The
expenses are allocated at cost plus a 10% mark-up.
At its meeting on 7 March 2022, the Committee examined
the annual report on all routine arm’s length agreements
that were entered into or implemented in 2021. In
particular, it examined the services provided by Euris
under the strategic advisory agreement signed between
the Company and Euris, based on analyses performed by a
third party which concluded that the agreement was strictly
applied and that its classification as a routine agreement
entered into on arm’s length terms was substantiated.
As the agreement with Euris expired on 31 December 2022,
the Audit Committee was asked at its meeting on
26 January 2023 to renew it under the same financial terms
and conditions as previously, and for the same three-year
period. The Committee assessed whether it was in the
Company’s best interests to renew the agreement, based
on the services provided, and verified that the agreement
continued to meet the conditions to qualify as an agreement
relating to routine transactions and entered into on arm’s
length terms. For the purposes of its assessment, the
Committee referred to two appraisal reports, including an
independent appraisal commissioned from the consultancy
firm Didier Kling Expertise & Conseil, as well as legal opinions.
These reports and opinions did not give rise to any requests
for further information from the Committee.
At its meeting, the Committee examined the services
provided by Euris (regular or specific high value-added
advice on complex issues requiring an excellent knowledge
of the Group and a cross-functional vision) and reviewed
the findings of an expert report on the implementation of
the related agreement in 2022.The Committee determined
that there had been no change in the agreement’s
implementation terms and that it constituted a routine
agreement entered into on arm’s length terms.
The opinions of the financial advisors confirmed the
relevance and fairness of the strategic cost allocation method
and its appropriateness for the services provided, which
were verified. The financial opinions all also concluded
that the agreement qualified as arm’s length in view of
the nature of the costs invoiced and the allocation method
selected – cost plus a 10% mark-up, which was considered
to be relevant and therefore fair for both the service provider
and the beneficiary.
The conclusions of the independent appraisal conducted
by Didier Kling Expertise & Conseil to review and re-evaluate
the allocation method used to bill Casino for the strategic
advisory services provided by Euris, and the types of services
invoiced to Casino under the agreement, show that:
● the method used to allocate the costs incurred by Euris to
subsidiaries for the strategic advisory services provided is
relevant and well-suited to the type of business activities
carried out by Casino Group companies;
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455
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
● the mark-up applied to those costs, barring any potential
local tax restrictions, falls within a commonly used range,
reflects the high value-added of the services provided,
and therefore seems acceptable;
● the method used for allocating the strategic assistance
costs borne by Euris (identification of the costs borne
by Euris, calculation and application of the primary and
secondary allocation keys) is applied correctly;
● the materiality and substance of the strategic assistance
services provided by Euris are substantiated by the interviews
conducted and the documentation consulted;
● based on the standards and guidance of the French National
Institute of Statutory Auditors (the CNCC) and the points
set out above, the agreement concerns routine transactions
and the conditions under which those transactions are
carried out appear to be on arm’s length terms.
The legal opinions sought concluded that the agreement
was in line with the corporate interest of the relevant
companies and qualified as an arm’s length agreement
entered into with Euris in the ordinary course of business.
In view of (i) the fact that the proposed agreement is
unchanged from the previous one, (ii) the nature of the
services provided by Euris to Casino between 2020 and
2022, (iii) the financial opinions which are consistent with
those expressed in 2020 confirming the relevance and
fairness of the strategic cost allocation method and its
appropriateness for the services provided, and (iv) the related
legal opinions, and having discussed the matter with various
experts, the Audit Committee unanimously confirmed that
the agreement continued to meet the conditions for being
classified as an agreement relating to routine transactions
and entered into on arm’s length terms.
At its meeting on 7 March 2023, the Committee also
examined the annual report on all routine arm’s length
agreements entered into or implemented in 2022. Based
on this report, the Audit Committee was able to confirm that
the other related-party agreements that were implemented
did not require any additional analysis and that they did
indeed qualify as agreements relating to routine transactions
and entered into on arm’s length terms.
The Audit Committee also confirmed to the Board of
Directors that the procedure for determining and assessing
the routine agreements as defined in the Charter remained
suited to the Company’s situation and did not require any
amendment.
Specific governance framework for the
Governance and Social Responsibility
Committee in connection with parent
company safeguard proceedings
At its meeting on 13 June 2019, the Board of Directors
decided to follow the recommendation of the Governance
and Social Responsibility Committee by setting up a specific
governance framework in response to the initiation of
safeguard proceedings at the level of the Group’s parent
companies.
Based on the Governance and Social Responsibility
Committee’s recommendation, the Board of Directors
decided to give the Governance and Social Responsibility
Committee responsibility for dealing with issues arising
from the safeguard proceedings, including:
● exchanging information with Rallye and the Group’s
other parent companies concerning the preparation,
negotiation and implementation of the parent companies’
safeguard plans;
● an assessment of the consistency of the safeguard plans
prepared by the holding companies with Casino’s strategic
objectives, as determined by the Board;
● reviewing any Board decisions related to the implementation
of the safeguard plans or that could potentially be affected
by the safeguard proceedings applicable to the parent
companies (for example, implementation of the current
disposal plan and possible adjustments thereto, any decision
to pay a dividend, or the assessment of any related-party
agreements with companies concerned by the safeguard
proceedings).
This framework aims to ensure that the governance
mechanisms in place at Casino are appropriate and notably
that the Board of Directors is in (i) a position to continue
to provide its members with full and accurate information,
(ii) make impartial and objective decisions, with a view to
protecting Casino’s corporate interest, and (iii) identify and
monitor potential conflicts of interest within the Board.
The Committee is supported by the independent legal
advisors to the parent companies. It obtains opinions from
independent financial and legal experts and may call
on any independent consultants at its discretion. It also
draws on the work and opinions of the Audit Committee
on financial and strategic matters within its remit and the
Audit Committee itself also calls on expert opinions and
reports thereon to the Governance and Social Responsibility
Committee.
A briefing was organised at a meeting of the Governance and
Social Responsibility Committee in 2022 (see also section
5.5.3 “Work of the Governance and Social Responsibility
Committee in 2022”).
Convictions
To the best of the Company’s knowledge, no member of
the Board of Directors has during the last five years:
● been convicted of fraud or of a crime and/or incurred an
official public sanction or sentence imposed by a legal
or regulatory authority;
● been involved in an insolvency, a receivership or a liquidation
in his or her capacity as a member of a management body;
● been disqualified by a court from acting as a member
of an administrative, management, or supervisory body
of an issuer or from acting in a managerial capacity or
being involved in the conduct of the business or affairs
of any issuer.
456
Restrictions accepted by members
of the Board of Directors relating
to the sale of their shares
Pursuant to the terms of the Company’s Articles of
Association, each Director must own at least 100 Company
shares. In addition, the Internal Rules state that each Director
elected at an Annual General Meeting, whether a natural
person or a legal entity, and each permanent representative
of a legal entity, also undertakes to hold a number of
Company shares the amount of which corresponds to at least
one year of their compensation as a Director. The Internal
Rules, as amended in March 2021, specify that (i) the
calculation is based on the individual basic compensation
and the Company’s weighted average share price for the
previous financial year and (ii) each Director has a period of
one year from the date of his or her election or re-election
by the Annual General Meeting in which to adjust his or
her shareholding to this minimum level.
Subject to the foregoing, to the Company’s knowledge, there
are no restrictions on members of the Board of Directors
relating to the sale of their equity interests in the Company
other than the obligations adopted by the Group pursuant
to the Insider Trading Policy or, generally, to any applicable
law or regulations regarding requirements to abstain from
carrying out transactions involving Company securities in
connection with the prevention of insider trading.
Prevention of insider trading
During 2017, the Company updated its internal rules and
recommendations on insider trading following changes
in the legal and regulatory framework applicable to the
prevention of market abuse following the introduction of
Regulation (EU) No. 596/2014 of 16 April 2014 on market
abuse, which entered into effect on 3 July 2016.
On the recommendation of the Governance and Social
Responsibility Committee, the Board of Directors’ Internal
Rules were modified and an Insider Trading Policy was
adopted. This Insider Trading Policy includes, in particular,
a description of (i) the applicable legal and regulatory
provisions, (ii) the definition of inside information, (iii) the
measures taken by the Company to prevent insider trading,
(iv) the obligations of persons with access to this inside
information, and (v) the applicable penalties. The Policy also
states that Casino’s listed subsidiaries or parent companies
each have their own insider trading rules with which the
persons subject to said rules must also comply.
The Policy applies to members of the Board of Directors
(including Non-Voting Directors), executives and other
persons in similar roles, as well as, more generally, to
employees who may have access to sensitive or inside
information. It is sent to all such persons, who attest that
they have read it and agree to comply with it.
The Policy provides for the creation of an Insider Trading
Committee responsible, among other things, for answering
any questions relating to the application of the Insider
Trading Policy and management of lists of insiders and
delayed disclosure of inside information.
The Insider Trading Policy, like the Board of Directors’ Internal
Rules, prohibits the abovementioned persons from trading
in the Company’s securities or financial instruments:
● during the 30 calendar days preceding the publication
by the Company of a press release announcing its annual
and interim financial results, including the date of said
publication;
● during the 15 calendar days preceding the publication by
the Company of a press release announcing its quarterly
financial results, including the date of said publication;
● from and after the date of exposure to inside information to
the date on which said information is no longer considered
inside information, in particular after it is made public.
The start of each blackout period coincides with the
sending of an email informing the persons affected by the
prohibition, to which is attached a calendar of the blackout
periods and a reminder of the obligations stipulated in the
Insider Trading Policy.
The Policy contains rules relating to the compilation of lists
of insiders and includes information about the declarations
that must be made by the persons defined as persons having
managerial and executive responsibilities and persons having
close personal ties to such persons when they engage in
transactions involving the Company’s securities.
A document containing a reminder of the insider trading
rules, aimed at ensuring the Insider Trading Policy – as
updated in March 2022 – is properly understood and
respected, was sent by the Insider Trading Committee in
2022 to employees who are required to respect blackout
periods.
The Policy is regularly reviewed and was last updated on
27 February 2023. It is available on the Company’s website.
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457
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
Attendance at Board and Committee
Meetings and holding multiple
directorships
The Board of Directors’ Internal Rules states that Directors
must devote the necessary time and attention to their
responsibilities. They must make every effort to attend
Board of Directors’ meetings and Annual General Meetings,
as well as meetings of the Committees on which they
serve. The Company’s methods for determining and
allocating directors’ fees comply with the Afep-Medef Code
recommendations, which notably stipulate that Directors’
attendance should account for a significant weight of the
variable fee and its distribution.
Checks are performed to ensure that no Director eligible
for re-election at an Annual General Meeting holds multiple
directorships. The Board of Directors’ Internal Rules state
that, in addition to these legal rules, Directors are required
to comply with the following recommendations of the
Afep-Medef Code:
● a Director also holding an executive office should not hold
more than two other directorships in listed corporations,
including foreign companies, not affiliated with his or
her group. He or she must also seek the Board’s opinion
before accepting a new directorship in a listed company
not affiliated with the Group;
● a Director should not hold more than four other directorships
in listed companies not affiliated with the Group, including
foreign companies; this recommendation applies at the
time of election as Director or subsequent re-election. Each
Director must disclose to the Company any and all offices
he/she holds in other French or foreign companies. He/
she informs the Company as soon as possible regarding
any new office or professional function he/she accepts.
The table below illustrates the active engagement of the
Directors in the work of the Board of Directors and its
Committees during 2022.
Due to their professional commitments, some independent
members were unable to participate in all of the special
meetings organised at short notice.
2022
Jean-Charles Naouri
Nathalie Andrieux
Maud Bailly
Thierry Billot
Josseline de Clausade
Jacques Dumas(1)
Béatrice Dumurgier
Christiane Féral-Schuhl
Franck-Philippe Georgin(2)
Franck Hattab(3)
Didier Lévêque
Odile Muracciole
Thomas Piquemal
Alexis Ravalais(4)
David de Rothschild
Frédéric Saint-Geours
Michel Savart(5)
Board of Directors
(13 meetings)
Audit Committee
(12 meetings)
Appointments and
Compensation
Committee
(8 meetings)
Governance and
Social Responsibility
Committee
(4 meetings)
100%
100%
85%
100%
100%
100%
92%
92%
100%
100%
100%
100%
100%
100%
62%
100%
91%
100%
100%
100%
100%
83%
100%
100%
100%(6)
-(7)
100%
100%
(1) Term as Director ended on 31 January 2022.
(2) Director from 1 February 2022 to 22 September 2022.
(3) Appointed on 26 October 2022.
(4) Appointed on 22 September 2022.
(5) Term as Director ended on 26 October 2022.
(6) Member of the Appointments and Compensation Committee since 10 May 2022.
(7) Member of the Appointments and Compensation Committee until 10 May 2022.
458
5.5.7. IMPLEMENTATION OF THE AFEP-MEDEF
CODE RECOMMENDATIONS
The Company endeavours to implement each of the recommendations of the Afep-Medef Code in accordance with the
“comply or explain” rule pursuant to Article 28.1 of the Afep-Medef Code as revised in December 2022.
Provision of the Afep-Medef Code that the Company has not complied with
Explanation
n.a.
5.6. INFORMATION ON AGREEMENTS THAT FALL
WITHIN THE SCOPE OF ARTICLE L. 22-10-10
OF THE FRENCH COMMERCIAL CODE
To the knowledge of the Board of Directors, no agreements were made in 2022, directly or through an intermediary,
between, on the one hand, any corporate officers or any shareholders owning or holding a number of votes greater than
10% of a company and, on the other hand, any other company of which the first company owns or holds, either directly
or indirectly, more than half the share capital, except for agreements relating to routine operations or transactions and
made on arm’s length terms and conditions.
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459
CHAPTER 5 > CORPORATE GOVERNANCE REPORT
5.7. STATUTORY AUDITORS
5.7.1. STATUTORY AUDITORS
KPMG S.A.
Deloitte & Associés
Signing partners: Éric Ropert (since 2022) and Rémi
Vinit-Dunand (since 2022).
Signing partners: Patrice Choquet (since 2017) and
Stéphane Rimbeuf (since 2022).
Date first appointed: 10 May 2022
Date first appointed: 29 April 2010.
Date current appointment ends: at the conclusion of the
Ordinary General Meeting to be held in 2028 to approve the
financial statements for the year ended 31 December 2027.
Date current appointment ends: at the conclusion of the
Ordinary General Meeting to be held in 2028 to approve the
financial statements for the year ended 31 December 2027.
At the Annual General Meeting of 10 May 2022, KPMG S.A.
was appointed as Statutory Auditor to replace Ernst & Young
et Autres. The selection procedure was carried out by means
of a call for tenders conducted by the Audit Committee.
The term of office of Deloitte & Associés as a Statutory
Auditor was renewed at the Annual General Meeting of
10 May 2022. In accordance with the French Financial
Security Law of 1 August 2003, one of the signing partners
from Deloitte & Associés was rotated for the first time in
2016 and for the last time in 2022.
The rotation of the second signing partner (Patrice Choquet)
will take place at the close of the 2023 Annual General
Meeting.
5.7.2. ALTERNATE STATUTORY AUDITORS
None.
The terms of office of Auditex and Beas as Alternate Statutory Auditors expired at the close of the Annual General Meeting
of 10 May 2022.
460
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461
CHAPTER 6 > COMPENSATION OF CORPORATE OFFICERS
CHAPTER 6
CHAPTER 2
Compensation
Financial and
of corporate
accounting
offi cers
information
6.1. Compensation for the Chairman
and Chief Executive Officer
in consideration of his position ...............................464
6.2. Compensation of non-executive
corporate officers ................................................................ 475
462
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463
CHAPTER 6 > COMPENSATION OF CORPORATE OFFICERS
6.1. COMPENSATION OF THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
IN CONSIDERATION OF HIS POSITION
6.1.1. 2023 COMPENSATION POLICY FOR THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER AS PROVIDED FOR
IN ARTICLE L. 22-10-8 OF THE FRENCH COMMERCIAL CODE
General principles
Annual variable compensation
The Board of Directors uses the Afep-Medef Code as a guide
to determine the principles for setting the compensation
of executive corporate officers. It decides the principles
for determining and structuring the Chairman and Chief
Executive Officer’s compensation based on the work
and the recommendations of the Appointments and
Compensation Committee, in accordance with its duties as
presented in Chapter 5. The Board of Directors ensures that
the compensation policy is consistent with the Company’s
corporate interests and the interests of shareholders and
stakeholders.
The performance indicators selected for setting the variable
compensation must be in line with the Group’s strategy. They
reflect the Group’s financial and operational priorities and
include both financial and CSR criteria, with performance
assessed annually and/or over several years.
The Board of Directors bases its consideration of this issue
on the analyses and findings of consulting firms specialising
in executive compensation, which advise the Board and
Appointments and Compensation Committee on market
practices in this area. These routine compensation analyses
make it possible to draw a comparison between, on the
one hand, the structure of the executive corporate officer’s
compensation, its level and how it has evolved, the weighting
assigned to each of the components and the performance
criteria, and, on the other, the practices of SBF 120 and
SBF 80 companies.
Criteria for setting, allocating
and granting the components
of compensation
Annual fixed compensation
The annual fixed compensation is reviewed at long intervals.
It may be re-examined by the Board of Directors in certain
cases, and particularly upon renewal of the term of office.
The annual variable compensation ranges from 0% to
150% of the fixed compensation, with a target of 100%. It
is subject to various demanding quantitative performance
criteria. The criteria are reviewed annually based on the
Group’s strategic objectives. They are defined by the Board
of Directors, on the recommendation of the Appointments
and Compensation Committee, at the beginning of the
year for the current year.
These criteria can be used to assess both the individual
performance of the Chairman and Chief Executive Officer
and the Company’s performance. The Chairman and Chief
Executive Officer’s variable compensation is linked to the
Company’s overall earnings.
There is no provision for the possibility of requesting the
return of an amount of variable compensation.
The payment in year Y of the annual variable compensation
for Y-1 is subject to the approval of the shareholders in
General Meeting.
Multi-annual variable compensation:
The Chairman and Chief Executive Officer is entitled to an
LTI bonus, representing a significant portion of the total
variable compensation. The underlying aim is to align with
market practices and is based on the recommendations of
independent firms specialising in executive compensation
regarding the variable component of the total compensation
package and the creation of a closer correlation between
the Chairman and Chief Executive Officer’s compensation
and the Group’s long-term performance.
The annual variable compensation ranges from 0% to
225% of the fixed compensation, with a target of 150%. It
is subject to various demanding quantitative performance
criteria. There is no guaranteed minimum. The criteria are
defined by the Board of Directors on the recommendation
of the Appointments and Compensation Committee.
464
These criteria can be used to assess both the individual
performance of the Chairman and Chief Executive Officer
and the Company’s performance. The Chairman and Chief
Executive Officer’s variable compensation is linked to the
Company’s overall earnings.
Payment of this LTI will be contingent on a continuing
service requirement (other than in the cases set out below)
and will still be subject to the achievement of performance
conditions that reflect the Group’s strategic priorities. These
performance conditions will be assessed at the end of a
period of three financial years.
Based on the recommendations of the Appointments and
Compensation Committee, the Board also defined the terms
and conditions that would apply to the payment of the LTI
bonus to Casino, Guichard-Perrachon’s Chairman and Chief
Executive Officer if he retires or dies before the bonus vests
and/or is paid. These terms and conditions are as follows:
● if the Chairman and Chief Executive Officer of Casino,
Guichard-Perrachon retires, he will receive his LTI bonus
calculated on a pro rata basis up to his retirement date,
applying the relevant performance criteria. The amount thus
due will be paid on the originally scheduled payment date;
● if the Chairman and Chief Executive Officer of Casino,
Guichard-Perrachon dies, his LTI bonus will be paid to
his heirs in an amount corresponding to the initial target
amount.
The Chairman and Chief Executive Officer is not awarded
any stock option or performance share plans. He is expressly
excluded from the list of beneficiaries under the terms of
the resolutions voted at the Extraordinary General Meeting
of 17 June 2020 and similar resolutions submitted to the
Extraordinary General Meeting to be held on 10 May 2023.
Directors’ compensation
The Chairman and Chief Executive Officer receives
compensation in his capacity as Director and Chairman
of the Board of Directors. Directors’ compensation is paid
in accordance with the compensation policy for Directors
as described in section 6.2.1 of this Universal Registration
Document.
Exceptional compensation
No exceptional compensation will be awarded to the
Chairman and Chief Executive Officer for 2023.
Benefits of any kind
At t h e B o a r d o f D i r e c to r s ’ d i s c r e t i o n a n d o n t h e
recommendation of the Appointments and Compensation
Committee, the Chairman and Chief Executive Officer may
receive benefits of any kind. The award of benefits of any
kind is determined in view of the position held.
Supplementary defined benefit pension
plan
The Chairman and Chief Executive Officer is not a beneficiary
of any supplementary pension plan set up by the Company.
He participates in the government-sponsored compulsory
supplementary pension scheme and the compulsory
employee benefits scheme (régime collectif obligatoire
de prévoyance) open to all executive employees.
Compensation for loss of office
The Chairman and Chief Executive Officer is not entitled
to any compensation for loss of office.
Non-compete obligation
The Chairman and Chief Executive Officer is not entitled to
any compensation in connection with a non-compete clause.
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465
CHAPTER 6 > COMPENSATION OF CORPORATE OFFICERS
6.1.2. COMPONENTS OF COMPENSATION AWARDED
IN RESPECT OF 2023
Pursuant to Article L. 22-10-8 of the French Commercial Code, at its 9 March 2023 meeting and in line with the
principles set out in section 6.1.1, the Board of Directors set the components of the Chairman and Chief Executive Officer’s
compensation for 2023:
Fixed compensation
€825,000
Annual variable
compensation
Up to 150%
of fixed
compensation
Nature of quantitative
performance criteria
Target
weighting
2023 EBITDA France(1)
(excluding lease payments)
37.5%
France net debt(2) at
31 December 2023
37.5%
Growth in 2023 gross sales
under banner in France(1)
Average of the scores
assigned by rating
agencies in 2023(3)
Percentage of women
managers, France scope,
at 31 December 2023(4)
CO2 emissions in France
at 31 December 2023(5)
10%
5%
5%
5%
Total
100%
Presentation
The Chairman and Chief Executive Officer’s fixed compensation
remains unchanged compared with 2022. It remains below
the 2022 median fixed salaries of SBF 120 companies (€900,000)
and corresponds to the 2022 median of Next 20 companies.
This amount will not be increased during the Chairman and Chief
Executive Officer’s current term of office.
The target and maximum amounts of the annual variable
compensation are maintained with solely quantitative, financial
and non-financial objectives aligned with the Group’s strategic
priorities, in line with market practices.
The target amount of the variable compensation has not been
changed and corresponds to the gross amount of €825,000,
if all the objectives are met, totalling 100% of the fixed compensation,
in line with market practices.
Over-performance still rewarded for all financial and non-financial
criteria as in 2022 and whose maximum amount is also kept at 150%
of the target amount, i.e., a maximum conditional variable
compensation corresponding to the gross amount of €1,237,500
representing 150% of the fixed compensation, in line with market
practices.
The annual variable compensation will remain entirely contingent
on the achievement of objectives that reflect the Group’s strategic
priorities.
The proposed criteria, which are solely quantitative, are simple, relevant,
demanding and identical to the Group-level quantitative criteria used
to set the 2023 bonuses of members of the Executive Committee.
It was therefore decided to maintain:
§ Three quantitative financial objectives, reflecting the pursuit
of a more demanding performance requirement in France:
- a profitability criterion: EBITDA France (EBITDA for Retail France
and Cdiscount, after lease payments), a key indicator for measuring
profitability and the main driver for growth in cash generation,
which helps the Group to deleverage. It is also an essential
indicator for ensuring that the Group respects the covenants
of its financing operations, as these covenants are based
on the ratio of gross debt to EBITDA France,
466
Presentation
- a deleveraging criterion: net debt for the France Retail scope
and Cdiscount, excluding IFRS 5, in line with market expectations,
- a sales criterion: growth in gross sales under banner in France
in a context of renewed expansion and adapted to the revenues
of e-commerce and new operations.
It was also decided to increase the weighting of the deleveraging
criterion to 37.5% of the target amount, with the profitability criterion
also set at 37.5% of the target amount and the sales criterion
for France maintained at 10% of the target amount.
§ A CSR objective: assessed as in 2022 on the basis of three criteria,
each counting for 5%, targeting the scores assigned to Casino
by three rating agencies, gender diversity and the environment.
Concerning the gender diversity criterion targeting the percentage
of women in management at end-2023 and the environmental
criterion targeting CO2 emissions at end-2023, it was decided
to pursue a more demanding performance requirement in France.
Each criterion has been set a pre-defined minimum threshold, a target
level for performance in line with objectives and an over-performance
level. The variable compensation is calculated on a straight-line basis
between the minimum and maximum levels.
There is no guaranteed minimum.
Up to 47%
of the
maximum total
compensation
(fixed
compensation,
maximum
annual variable
compensation,
maximum
long-term
variable
compensation)
Target
weighting
50%
The method for determining the LTI bonus is assessed at the end
of a period of three financial years (2023-2025) as follows:
§ The target amount, if the performance conditions are met, has been
set at €1,237,500, representing 150% of the Chairman and Chief
Executive Officer’s fixed compensation, in line with market practices.
§ Over-performance is applied to all the selected criteria, up to 150%
of the target amount, in line with market practices.
§ There is no guaranteed minimum.
§ Three performance conditions that are the same as those used
for the 2023 free share plans for the Group’s key managers:
- Growth rate in EBITDA France: a key element for measuring
structural growth in cash, it also ensures that the Group’s
obligations in France are met in compliance with its bank
covenants. It automatically ensures that the Group’s debt
is reduced provided the covenant is complied with.
- Growth rate in underlying diluted earnings per share: EPS growth
is a representative indicator of long-term value creation.
30%
10%
10%
100%
Long-term incentive (LTI)
bonus for 2023-2025
Nature of quantitative
performance criteria
Growth rate in EBITDA
France (EBITDA France
Retail and Cdiscount,
excluding lease payments,
at constant scope
of consolidation)
Growth in underlying
diluted earnings
per share(6):
Percentage of women
in senior management
in France at 31 December
2025
CO2 emissions
of the Group in France
at 31 December 2025
Total
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CHAPTER 6 > COMPENSATION OF CORPORATE OFFICERS
Presentation
- A CSR objective assessed, as in 2022, on the basis of two criteria
each accounting for 50% – a gender diversity criterion based on
the percentage of women in top management positions in France
and an environmental criterion based on the reduction in CO2
emissions in France:
- the target for the gender diversity criterion corresponds
to the Group’s commitment to reach the target of 40% by 2025.
The minimum is set at 38.5% corresponding to the 2024 target
plus 0.5 points,
- the target value for the environmental criterion (262 thousand
tonnes) is aligned with a 1.5 degree pathway by 2030
(Scopes 1 and 2). The minimum level (274 thousand tonnes)
corresponds to the target to be reached by 31 December 2024
given this pathway.
§ Each criterion has been set a pre-defined minimum threshold,
a target level for performance in line with objectives and
an over-performance level. The variable compensation is calculated
on a straight-line basis between the minimum and maximum levels.
§ Based on the recommendations of the Appointments and
Compensation Committee, the Board also renewed the terms
and conditions that would apply to the payment of the LTI bonus
to Casino, Guichard-Perrachon’s Chairman and Chief Executive
Officer if he retires or dies before the bonus vests and/or is paid.
These terms and conditions are as follows:
- if the Chairman and Chief Executive Officer of Casino,
Guichard-Perrachon retires, he will receive his LTI bonus calculated
on a pro rata basis up to his retirement date, applying the relevant
performance criteria. The amount thus due will be paid on the
originally scheduled payment date,
- if the Chairman and Chief Executive Officer of Casino,
Guichard-Perrachon dies, his LTI bonus will be paid to his heirs
in an amount corresponding to the initial target amount.
§ The compensation policy set by the Board for the Chairman
and Chief Executive Officer does not provide for the payment
of any exceptional compensation for 2023.
(1) France Retail and Cdiscount.
(2) France Retail and Cdiscount scope, excluding IFRS 5.
(3) Average of the ratings obtained in the assessments of the three agencies: FTSE Russell, S&P Global and Moody’s ESG Solutions with an
unchanged target of 75/100 and a minimum threshold of 73/100.
(4) A target of 44.2% in line with the target of 45% to be achieved by 2025 and a minimum threshold of 43.8%.
(5) The target of 279 thousand tonnes is in line with a 1.5 degree pathway by 2030 (Scopes 1 and 2). The minimum threshold is 291 thousand
tonnes.
(6) Underlying net profit, Group share corresponds to net profit from continuing operations as defined in the accounting principles set out in
the consolidated financial statements, adjusted to exclude (i) the post-tax effect of other operating income and expenses and non-recurring
financial income and expenses, and (ii) the impact of applying IFRIC 23 rules. The underlying EPS figure used is adjusted for the effects of
potentially dilutive instruments.
Pursuant to Article L. 22-10-8 of the French Commercial Code, payment of the annual variable compensation for
2023, whose amount will be determined based on achievement of the above-defined objectives, will be contingent on
shareholders’ approval at the Company’s Ordinary General Meeting to be held in 2024.
468
6.1.3. COMPONENTS OF THE COMPENSATION PAID
TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
IN 2022 OR GRANTED TO HIM IN RESPECT OF THAT
YEAR – DISCLOSURES REQUIRED BY ARTICLE L. 22-10-9 I
OF THE FRENCH COMMERCIAL CODE
The principles and criteria for determining, allocating and
granting the fixed, variable and exceptional components of
the compensation and benefits of any kind to be granted to
the Chairman and Chief Executive Officer in respect of 2022
were set by the Board of Directors on 24 February 2022 and
approved at the Annual General Meeting of 10 May 2022.
The table below presents a summary of the components of
the compensation awarded or paid to Jean-Charles Naouri
in consideration of his position as Chairman and Chief
Executive Officer.
The payment of the components of variable compensation
due for the 2022 financial year is subject to approval by
the Annual General Meeting of 10 May 2023, under the
conditions provided for in Article L. 22-10-34 II of the
French Commercial Code.
2021
(for information)
2022
(Gross amounts in €)
Fixed compensation
Annual variable compensation
Amounts due(1) Amounts paid(2)
Amounts due(1) Amounts paid(2)
480,000
96,250
480,000
472,145
825,000
193,068
825,000
96,250
Long-term incentive
Not applicable Not applicable
Not applicable Not applicable
Multi-annual variable compensation:
1,237,500(3)
240,000(4)
1,237,500(5)
240,000(6)
Directors’ compensation
12,500
11,979
15,000
12,500
Benefits in kind
Sub-total
Not applicable Not applicable
Not applicable Not applicable
1,826,250
1,204,124
2,270,568
1,173,750
Additional compensation
None
None
None
None
TOTAL
1,826,250
1,204,124
2,270,568
1,173,750
(1) Compensation granted in respect of the relevant year regardless of the payment date.
(2) Total compensation paid by the Company during the year, it being specified that variable compensation and Directors’ compensation were
paid in the year after they were earned.
(3) Target amount (LTI assessed over three years, 2021-2023), to be paid in 2024 (potentially), subject to the achievement of pre-defined performance
conditions.
(4) Final amount of the LTI (2018-2020), based on the achievement of pre-defined performance criteria.
(5) Target amount (LTI assessed over three years, 2022-2024), to be paid in 2025 (potentially), subject to the achievement of pre-defined
performance conditions.
(6) Final amount of the LTI (2019-2021), based on the achievement of pre-defined performance criteria.
In accordance with the principles and criteria for determining
the components of the Chairman and Chief Executive
Officer’s compensation set by the Board of Directors on
24 February 2022 and approved by the shareholders
of the Ordinary General Meeting of 10 May 2022, his
compensation for 2022 comprised a fixed component, a
conditional annual variable component and a conditional
long-term incentive component (assessed over a three-year
period), determined as follows:
2022 conditional annual variable
compensation
The target level of the 2022 variable compensation was set
at a gross amount of €825,000, if all of the objectives were
met, corresponding to 100% of the fixed compensation.
The annual variable compensation remained entirely subject
to the achievement of challenging objectives reflecting the
Group’s strategic priorities, with no guaranteed minimum.
Fixed compensation for 2022
His gross fixed basic compensation was €825,000.
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CHAPTER 6 > COMPENSATION OF CORPORATE OFFICERS
It was determined based on objectives which were similar
to those used to determine the 2022 bonuses of members
of the Executive Committee, as follows:
● Exclusively quantitative objectives:
- growth in EBITDA France for 2022 (excluding lease
payments), accounting for 60% of the target amount;
- net debt at 31 December 2022 accounting for 15%
of the target amount;
- growth in gross sales under banner in France for 2022,
accounting for 10% of the target amount;
- a quantitative non-financial CSR objective, accounting
for 15% of the target amount and assessed based on
three criteria, each accounting for 5%:
- the average of the scores obtained by Casino in 2022
in rating agencies’ assessments,
- percentage of women managers in the Group at
31 December 2022,
- CO2 emissions of the Group at 31 December 2022.
● To assess achievement, each criterion also had a pre-defined
minimum threshold, a target level for a performance in line
with objectives and an overperformance level (representing
150% of the total target variable compensation). The
variable compensation was calculated on a straight-line
basis between the minimum and maximum levels.
● The maximum gross amount of the annual variable
compensation corresponded to the gross amount of
€1,237,500 if the target was exceeded, representing
150% of the fixed compensation.
● On 9 March 2023, the Board of Directors reviewed the
results achieved and set the level of the of 2022 variable
compensation as follows:
Target
(as a % of
the €825k
total target)
Maximum
(as a % of
the €825k
total target)
% achievement
(as a % of the €825k
total target)
Achieved
Quantitative financial objectives
1/ EBITDA(1) growth (excluding lease payments)
2/ France net debt(2) at 31 December 2022
3/ Growth in 2022 gross sales under banner in France(3)
Non-financial quantitative CSR objective
§ Average of the scores assigned to Casino
by rating agencies in 2022(4)
§ Percentage of women managers in the Group
at 31 December 2022(5)
§ CO2 emissions of the Group
at 31 December 2022(6)
TOTAL
85%
60%
15%
10%
15%
5%
5%
5%
127.5%
90% Objective not met
22.5%
€4,506m
15% Objective not met
22.5%
7.5%
7.5%
7.5%
74.67/100
41.1%
1,025 thousand
tonnes
7.5%
(over-performance)
23.4%
(€193,068)
0%
11.2%
0%
4.2%
0.5%
(1) France Retail and Cdiscount scope, excluding GreenYellow, based on a comparable scope of consolidation.
(2) France Retail and Cdiscount scope, excluding GreenYellow, based on a comparable scope of consolidation – before IFRS 5.
(3) France Retail and Cdiscount scope, excluding GreenYellow.
(4) Average of the scores assigned by the following three rating agencies: FTSE Russell, S&P Global and Moody’s ESG Solutions, with a target value
in line with 2021 scores, i.e., 75/100 and a minimum threshold set at 73/100.
(5) A target of 42% in line with the target of 45% to be achieved by 2025 and a minimum threshold of 41%.
(6) A target of 1,276 thousand tonnes aligned with the 38% emissions reduction target between 2015 and 2030 (Scopes 1 and 2) which is aligned
with a “well below 2°C” trajectory, and a minimum set at 1,309 thousand tonnes.
470
The total annual variable compensation due for 2022
therefore came to a gross amount of €193,068, representing
23.4% of the target amount (€825,000) and fixed
compensation.
Long-term incentive (LTI) bonus granted
in 2022
The methods for determining the long-term incentive
bonus have been established in line with the LTI plans for
the Group’s key managers decided in 2022, as follows:
● If the performance conditions are met, the target
amount has been set at the gross amount of €1,237,500
(representing 150% of the Chairman and Chief Executive
Officer’s fixed compensation).
● Over-performance was incorporated and applied to all
the criteria, representing 150% of the target amount
calculated on a straight-line basis between the minimum
and maximum points.
Consequently, if the Chairman and Chief Executive Officer
overperforms all of his objectives, his multi-annual variable
compensation could represent a maximum gross amount
of €1,856,250.
Based on the recommendations of the Appointments and
Compensation Committee, the Board also defined the terms
and conditions that would apply to the payment of the LTI
bonus to Casino, Guichard-Perrachon’s Chairman and Chief
Executive Officer if he retires or dies before the bonus vests
and/or is paid. These terms and conditions are as follows:
● if the Chairman and Chief Executive Officer of Casino,
Guichard-Perrachon retires, he will receive his LTI bonus
calculated on a pro rata basis up to his retirement date,
applying the relevant performance criteria. The amount thus
due will be paid on the originally scheduled payment date,
● if the Chairman and Chief Executive Officer of Casino,
Guichard-Perrachon dies, his LTI bonus will be paid to
his heirs in an amount corresponding to the initial target
amount.
Compensation granted or paid
to the Chairman and Chief Executive Officer
in respect of or during 2022 by a company
included in the scope of consolidation
as defined in Article L. 233-16 of the French
Commercial Code
● There is no guaranteed minimum.
None.
Payment of the LTI is contingent on a continuing service
requirement (other than in the cases set out below) and the
achievement of three performance conditions assessed at
the end of a period of three financial years (2022-2024),
adjusted to reflect the Group’s strategic priorities. The
performance conditions are based on:
● Two quantitative financial objectives:
- growth in EBITDA France (EBITDA France Retail, Cdiscount
and GreenYellow, excluding lease payments at constant
scope), accounting for 50% of the target amount,
- growth in underlying diluted earnings per share,
accounting for 30% of the target amount.
● One quantitative non-financial CSR objective, accounting
for 20% of the target amount and, as in 2021, assessed
on the basis of two criteria each accounting for 50%,
i.e., a gender diversity criterion based on the percentage
of women in top management positions in France at
31 December 2024 and an environmental criterion
based on the reduction in CO2 emissions in France at
31 December 2024:
- the target for the gender diversity criterion has been
set at 38% with a minimum threshold at end-2024 of
36.5%. This target is in line with the Group’s goal of 40%
by 2025 and represents a 2-point increase compared
with the 2021 target (set in the 2021 LTI plan),
- the target value chosen for the environmental criterion
(270 thousand tonnes) corresponds to the objective of
reducing carbon emissions in France by 38% between
2015 and 2030 (Scopes 1 and 2), which is aligned
with a “well below 2°C” trajectory. The minimum
level (280 thousand tonnes) is in line with its 2021
achievement.
Each criterion has been set a pre-defined minimum
threshold, a target level for performance in line with
objectives and an over-performance level. The variable
compensation is calculated on a straight-line basis between
the minimum and maximum levels.
Other components of compensation
and benefits of any kind granted
to the Chairman and Chief Executive Officer
in 2022 in consideration of his position
There were no changes in these compensation components
in 2022 compared with 2021, which were as follows:
● The Chairman and Chief Executive Officer, in his capacity
as Director of the Company, receives basic compensation
representing half of the compensation paid to external
Directors. In 2022, he thus received a gross amount
of €12,500 for service as Director in 2021. The gross
compensation in respect of his service as Director in 2022
is set at €15,000 (see the table above and section 6.2.2
below).
● The Chairman and Chief Executive Officer does not and
has never received any free shares or stock options. He is
expressly excluded from the list of beneficiaries under the
terms of the resolution voted at the Extraordinary General
Meeting of 17 June 2020 and the similar resolutions
submitted to the Extraordinary General Meeting to be
held on 10 May 2023.
● In addition, the Chairman and Chief Executive Officer
does not benefit from any supplementary pension plan
set up by the Company, and would not be entitled to any
compensation for loss of office or to any compensation
in connection with a non-compete clause.
● He participates in the government-sponsored compulsory
supplementary pension scheme and the compulsory
employee benefits scheme (régime collectif obligatoire
de prévoyance) open to all executive employees.
● He did not receive benefits of any kind in 2022.
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CHAPTER 6 > COMPENSATION OF CORPORATE OFFICERS
6.1.4. LONG-TERM INCENTIVE (LTI) BONUS GRANTED IN 2020
FOR 2020-2022 AND TO BE PAID IN 2023
Pursuant to the resolution proposed at the Annual General
Meeting of 17 June 2020, payment of the LTI granted to the
Chairman and Chief Executive Officer in 2020 and assessed
over a three-year period (2020-2022) is also contingent on
shareholder approval at the 2023 Annual General Meeting.
Payment of the long-term incentive was contingent on
a service requirement and the achievement of three
performance conditions assessed at the end of a period of
three financial years (2020-2022). The criteria used were
consistent with those set in the LTI plans for the Group’s
key managers in 2020. They were based on the following:
● growth in total shareholder return (TSR), accounting for
30% of the target amount (comparison between the
average of the last 120 closing prices in 2022 and that
of 2019, taking into account the amount of the dividends
per share paid during this period) compared with the TSR
growth of a peer group made up of other European food
retailers, i.e., Ahold-Delhaize, Carrefour, Colruyt Group, Dia,
Jeronimo Martins, Metro, Morrisons, Sainsbury’s and Tesco.
The corresponding portion of the LTI was calculated on
a straight-line basis, by reference to the positioning of
Objectives
Target amount: €480k
Quantitative financial objectives
1/ Growth in relative total shareholder return (TSR)
Corresponding variable component(*)
2/ Growth in the Group’s average EBITDA/net sales ratio
Corresponding variable component(*)
Non-financial quantitative CSR objective
the Company’s TSR between the peer group’s highest
TSR and median TSR, with the peer group’s median TSR
representing the minimum LTI achievement level;
● the change in the average EBITDA/net sales ratio, accounting
for 50% of the target amount, with a minimum achievement
rate of 6.3%. The corresponding portion of the LTI was
calculated on a straight-line basis between the minimum
point and the target of 8%;
● a quantitative non-financial CSR objective, accounting
for 20% of the target amount and assessed on the basis
of two criteria each accounting for 50%, i.e., a gender
diversity criterion based on the percentage of women in
top management positions in France (with a minimum
rate of 32% and a target of 34%) and an environmental
criterion based on the reduction in CO2 emissions in
France (with a minimum of 405 thousand tonnes and a
target of 380 thousand tonnes).
On that basis, at its 9 March 2023 meeting, the Board of
Directors reviewed the results achieved and determined
the ultimate amount of LTI granted in 2020:
Target and maximum
(as a % of the target level)
Achieved
(as a % of the target level)
30%
€144k
Not achieved
50% 50% (8.1% achieved)
€240k
€240k
§ Percentage of women managers in the Group at 31 December 2022(1)
10% 10% (35.3% achieved)
Corresponding variable component(*)
§ CO2 emissions of the Group at 31 December 2022(2)
Corresponding variable component(*)
TOTAL
(*) Straight-line calculation between the minimum and maximum points.
(1) Target of 34% and a minimum threshold of 32%.
(2) Target of 380 thousand tonnes and a minimum threshold of 405 thousand tonnes.
€48k
10%
€48k
€48k
10% (291 thousand
tonnes)
€48k
€336K
472
6.1.5. INFORMATION ON PAY RATIOS AND COMPARATIVE TRENDS
IN COMPENSATION AND PERFORMANCE
In accordance with the provisions of Article L. 22-10-9 of
the French Commercial Code, the following table presents
information on the changes in the compensation of the
Chairman and Chief Executive Officer and the Company’s
employees, as well as information on the pay ratios based
on the average and median compensation of employees
over the last five years.
The methodology used is based on the Afep-Medef
guidelines.
The scope used to calculate the ratios includes fully
consolidated companies based in mainland France,
excluding those classified as long-term assets held for
sale. The employees therefore represent more than 80%
of employees in mainland France.
Casino Group and Casino, Guichard-Perrachon pay ratio, with LTI on the payment date
Compensation of the Chairman and Chief Executive
Officer in year Y
% change in the compensation of the Chairman
and Chief Executive Officer
Information on the scope of the listed company
2018
2019
2020(1)
2021
2022(3)
€946,500 €850,240 €1,662,220 €1,204,124 €1,173,750
-15.3%
-10.2%
+95.5%
-27.6%
-2.5%
Average compensation of employees
€1,355,357 €1,173,379 €1,283,966 €1,633,266
€916,290
% change in the average compensation
of employees
Ratio relative to the average compensation
of employees
+5.2%
-13.4%
+9.4%
+27.2%
-43.9%
0.7
0.7
1.3
0.7
1.3
% change in the ratio compared to the previous year
-22.2%
0.0%
+85.7%
-46.2%
+85.7%
Ratio relative to the median compensation
of employees
Information on the extended scope(2)
1.2
0.9
1.7
0.9
1.3
Average compensation of employees
€30,526
€31,384
€31,655
€32,015
€32,663
% change in the average compensation
of employees
Ratio relative to the average compensation
of employees
+1.0%
+2.8%
+0.9%
+1.1%
+2.0%
31.0
27.1
52.5
37.6
35.9
% change in the ratio compared to the previous year
-16.0%
-12.6%
+93.7%
-28.4%
-4.5%
Ratio relative to the median compensation
of employees
39.9
34.9
67.9
49.5
46.3
% change in the ratio compared to the previous year
-15.8%
-12.5%
+94.6%
-27.1%
-6.5%
Company’s performance
Change in Group organic net sales Y-1
+3.20%
+4.70%
+3.60%
+7.10%
+0.30%
Change in organic EBITDA France Retail +
E-commerce at constant exchange rates Y-1
-1.59%
+7.25%
+0.85%
+4.50%
-5.69%
(1) Including the special bonus of €655,000 paid in 2020 for the coordination of strategic operations in 2019.
(2) Fully consolidated companies in mainland France (including Corsica), representing more than 99.9% of the workforce in France.
(3) The compensation paid in 2022 includes: fixed salary of €825,000, annual variable compensation of €96,250, multi-annual variable
compensation of €240,000, Director’s compensation of €12,500.
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CHAPTER 6 > COMPENSATION OF CORPORATE OFFICERS
6.1.6. TABLES ON THE CHAIRMAN AND CHIEF EXECUTIVE
OFFICER’S COMPENSATION
The summary tables on the Chairman and Chief Executive
Officer’s compensation for the 2022 financial year are
provided in sections 6.1.3 and 6.1.4 of this Universal
Registration Document.
Historical information on share
subscription or purchase options
None.
Directors’ compensation
See section 6.1.3 of this Universal Registration Document.
Share subscription or purchase options
granted during the year by the issuer
and by any Group company
None.
Share subscription or purchase options
exercised during the year
None.
Performance shares granted
during the year
None.
Performance shares that became
available during the year
None.
Summary of multi-annual variable
compensation
See section 6.1.3 of this Universal Registration Document.
Employment contract, pension and
employee benefi ts plans, termination
benefi ts and non-compete benefi ts
None.
Jean-Charles Naouri participates in the government-
sponsored compulsory supplementary pension plan and
the compulsory employee benefits scheme (régime collectif
obligatoire de prévoyance) open to all executive employees.
Management of confl icts of interest
See sections 5.3.1 and 5.3.3 of this Universal Registration
Document.
474
6.2. COMPENSATION OF NON-EXECUTIVE
CORPORATE OFFICERS
At the Annual General Meeting of 19 May 2009, the shareholders set the maximum total amount of compensation to be
allocated annually to the Directors at €650,000 until such time as a further resolution is passed.
6.2.1. COMPENSATION POLICY FOR NON-EXECUTIVE CORPORATE
OFFICERS IN RESPECT OF 2023
In accordance with the provisions of Article L. 22-10-8 of
the French Commercial Code, the compensation policy for
non-executive corporate officers is subject to shareholder
approval at the Annual General Meeting.
B a s e d o n t h e A p p o i n t m e n t s a n d Co m p e n s a t i o n
Committee’s recommendations, the Board of Directors
therefore determined the 2023 compensation policy for
non-executive corporate officers to be submitted to the
2023 Annual General Meeting.
As previously, the Board of Directors used the Afep-Medef
Code recommendations as a guide for determining the
compensation of non-executive corporate officers, which
is based on the following key factors:
● Directors’ attendance at Board and specialised Committee
meetings, with a significant variable component based
on actual attendance;
● the role and work of the specialised Committees under the
direction and management of their Chairs in preparing and
assisting the Board in its decisions, taking into consideration
the exceptional meetings held by the Committees due
to the number and importance of the matters they were
asked to address;
● the role of the Independent Lead Director in governance
due to the combined offices of Chairman of the Board
of Directors and Chief Executive Officer, and in the
prevention and management of conflicts of interest, as
well as shareholder dialogue.
The Board of Directors also ensured that the compensation
policy for non-executive corporate officers was in line with
market practices.
The previous studies and recommendations of an external
executive compensation expert showed that the structure
and allocation of the compensation granted to the
Company’s non-executive corporate officers, including the
additional compensation for exceptional meetings, is in line
with market practices and reasonable in terms of amounts.
At its 9 March 2023 meeting, on the recommendation
of the Appointments and Compensation Committee, the
Board of Directors decided to apply the same compensation
policy in 2023 as in 2022 for the non-executive corporate
officers for their service as Directors of the Company, in line
with the allocation principles applied in 2022:
● Basic compensation paid to each of the Directors
Gross amount unchanged at €30,000 per Director,
comprising a fixed component maintained at €8,500
(prorated for Directors who are appointed or who step
down during the year) and a variable component also
unchanged at €21,500, which will not be reallocated
in the event of non-attendance.
Gross compensation per Director representing the
majority shareholder capped at €15,000, i.e., a gross
fixed component of €4,250 (prorated for Directors who
are appointed or who step down during the year) and a
gross variable component of €10,750, which will not be
reallocated in the event of non-attendance (as is the case
for the Chairman and Chief Executive Officer).
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CHAPTER 6 > COMPENSATION OF CORPORATE OFFICERS
● Additional compensation for the Independent Lead Director
Additional gross compensation of €15,000 for the Lead
Director, unchanged from the previous year.
It was decided to provide for additional compensation for
the Lead Director for his participation in any meetings of
Committees of which he is not a member, set at €2,000
per meeting and capped at a gross amount of €6,000
per year.
● Additional compensation for members of the specialised
Committees
- Audit Committee
Gross basic amount unchanged at €20,000 per Director
(a gross fixed component of €6,500, prorated for Directors
who are appointed or who step down during the year,
and a gross variable component of €13,500, which
will not be reallocated in the event of non-attendance).
- Appointments and Compensation Committee and
Governance and Social Responsibility Committee
Gross basic amount unchanged at €16,000 per Director
(a gross fixed component of €6,500, prorated for Directors
who are appointed or who step down during the year,
and a gross variable component of €9,500, which will
not be reallocated in the event of non-attendance).
● Additional compensation for specialised Committee Chairs
Gross compensation unchanged at €10,000 per Chair.
● Additional compensation for members of the specialised
Committees
An additional amount will be paid as follows (unchanged
from 2021) to each Committee member to take account
of the additional meetings held by the Committees due
to the number and importance of the matters submitted
to their review during the year:
- additional gross compensation per Audit Committee
member set at €2,000 per meeting over and above six
meetings a year, capped at €10,000 per year;
- additional gross compensation per Appointments and
Compensation Committee or Governance and Social
Responsibility Committee member set at €2,000 per
meeting over and above four meetings a year, capped
at €6,000 per year;
- additional gross compensation per independent member
of a Committee other than the Governance and Social
Responsibility Committee asked to attend meetings of
the latter held as part of the temporary assignment with
which it is entrusted in connection with the safeguard
proceedings at the parent companies, set at €2,000
per meeting, capped at €6,000 per year.
● Members of the Board of Directors can be reimbursed for
any reasonable expenses incurred while performing their
duties, insofar as they provide the supporting documents.
The compensation policy as described above will be
published on the Company’s website one business day after
the 2023 Annual General Meeting if the policy is approved,
and will remain available to the public for at least the period
during which the policy applies.
The compensation policy, such as the one presented above,
will apply to all newly appointed non-executive corporate
officers pending approval by the Annual General Meeting
of any substantial changes that may be made where
appropriate.
Moreover, under the authorisation granted by the
shareholders at the Annual General Meeting of 16 May
2016, the compensation paid to any Non-Voting Directors
is included within the total amount of compensation
allocated to Directors approved by the shareholders at the
2009 Annual General Meeting.
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6.2.2. COMPONENTS OF 2022 COMPENSATION GRANTED
TO THE NON-EXECUTIVE CORPORATE OFFICERS
IN CONSIDERATION OF THEIR POSITION – DISCLOSURES
REQUIRED BY ARTICLE L. 22-10-9 I OF THE FRENCH
COMMERCIAL CODE
Upon the recommendation of the Appointments and
Compensation Committee, at its meeting held on
15 December 2022, the Board of Directors set the principles
for allocating compensation to the Directors, Board
Committee Chairs and members and the Lead Director for
2022, based on the compensation policy for non-executive
corporate officers validated by the Board of Directors on
9 March 2022 and approved by the shareholders at the
Annual General Meeting of 10 May 2022. The Board also
approved the compensation for payment.
The allocation criteria used for the 2022 compensation
policy are mainly attendance-related, with a significant
weighting based on actual attendance at Board and
specialised Committee meetings, and on the increase in
the number of special tasks entrusted to the specialised
Committees or the Lead Director.
Compensation paid in 2022 in respect of 2021 and
compensation granted in respect of 2022 (paid in January
2023) is as follows:
■ In respect of 2021
● Compensation of Directors
Gross basic amount of €25,000 per Director, comprising
a gross fixed component of €8,500 (prorated for Directors
who are appointed or who step down during the year)
and a gross variable component of €16,500, which will
not be reallocated in the event of non-attendance.
Gross basic amount paid to the Chairman and Chief
Executive Officer and Directors representing the majority
shareholder capped at €12,500 per Director.
● Additional compensation for members of the specialised
Committees
- Audit Committee
- Gross basic amount of €20,000 (a gross fixed component
of €6,500, prorated for Directors who are appointed
or who step down during the year, and a gross variable
component of €13,500, which will not be reallocated
in the event of non-attendance).
- Additional gross compensation per member set at
€2,000 per meeting over and above six meetings
in 2022, capped at a gross amount of €10,000 per
member.
- Appointments and Compensation Committee and
Governance and Social Responsibility Committee
- Basic amount of €16,000 per Director (a gross fixed
component of €6,500, prorated for Directors who are
appointed or who step down during the year, and a
gross variable component of €9,500, which will not
be reallocated in the event of non-attendance).
- Additional gross compensation per member set at
€2,000 per meeting over and above four meetings
in 2022, capped at a gross amount of €6,000 per
member.
- Additional compensation paid per independent member
of a Committee other than the Governance and Social
Responsibility Committee asked to attend meetings of
the latter held as part of the temporary assignment with
which it is entrusted in connection with the safeguard
proceedings at the parent companies, set at €2,000
per meeting, capped at €6,000, gross.
● Additional compensation for Board Committee Chairs
An additional gross amount of €10,000 is allocated to
each specialised Committee Chair.
● Additional compensation for the Lead Director
Additional compensation of €15,000 has been allocated
on a pro rata basis to each of the two Lead Directors who
succeeded each other in 2021.
■ In respect of 2022
The principles remained unchanged (see above) with the
exception of an increase in the amount of the Directors’
basic compensation from €25,000 to €30,000, in order
to bring it more in line with observed market practices,
while remaining within the total compensation amount
of €650,000 (unchanged since 2009). Only the variable
component has been increased from €16,500 to €21,500,
and that of the Chief Executive Officer and Directors
representing the majority shareholder has been set at
€15,000 (previously €12,500).
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477
CHAPTER 6 > COMPENSATION OF CORPORATE OFFICERS
Summary of compensation paid or granted in respect of 2022 to non-executive corporate officers
by the Company for service as Directors or by companies within the its scope of consolidation
as defined in Article L. 233-16 of the French Commercial Code
Total compensation paid in 2022 and 2021 by the Company and the companies referred to in Article L. 233-16 of the
French Commercial Code to corporate officers other than the Chairman and Chief Executive Officer was as follows:
(Gross amounts in €)
Compensation paid in 2021
(for information)
Directors
Compensation
for service
as a Director
for 2020
Other
compensation(1)
Nathalie Andrieux
74,208
Maud Bailly(2)
Thierry Billot(2)(3)
Béatrice Dumurgier(2)
Josseline de Clausade(4)
Jacques Dumas(5)
Christiane Féral-Schuhl
Laure Hauseux(6)(7)
Franck-Philippe Georgin(8)
Didier Lévêque
Catherine Lucet(6)(9)
Odile Muracciole(10)
Thomas Piquemal(11)
Alexis Ravalais(12)
David de Rothschild
Frédéric Saint-Geours
Michel Savart(13)
-
-
-
5,602
11,979
41,992
70,458
-
11,979
90,416
10,269
11,204
-
39,992
75,625
11,979
Compensation paid in 2022
Compensation for service as a Director for 2021
Directors
Committees
Fixed Variable
Fixed Variable
Total
8,500
15,000 23,000
23,417
69,917
5,667
9,000
3,792
4,750
23,208
5,667
9,000
17,167
17,058
48,891
5,667
9,000
3,792
9,269
27,728
Other
compensation(1)
-
-
-
-
456,760
4,250
8,250
940,742
4,250
8,250
-
-
-
-
12,500
12,500
432,105
508,166
8,500
16,500
6,500
13,500 45,000
3,542
6,000
5,417
11,942
26,901
-
-
-
-
4,250
8,250
-
-
-
-
12,500
-
797,018
3,542
7,500
15,833
9,942
36,817
-
-
200,866
4,250
8,250
8,500
16,500
-
-
-
-
-
-
-
-
12,500
25,000
203,873
-
-
389,041
8,500
10,500
6,500
13,500 39,000
8,500
16,500 23,000 37,000 85,000
-
-
714,331
4,250
8,250
-
-
12,500
718,180
-
-
-
-
-
-
-
-
-
-
-
-
-
(1) Compensation for Directors and/or other compensation (excluding exceptional items) and benefits of any kind paid by Casino’s controlled
subsidiaries.
(2) Director since 12 May 2021.
(3) Including the additional compensation in respect of his duties as Lead Director.
(4) Director since 17 June 2020. Other compensation paid in 2022: €432,105, including gross variable compensation of €139,200 in respect of
2021, gross fixed compensation of €291,092 and benefits in kind of €1,813.
(5) Term ended on 31 January 2022. Other compensation paid in 2022: €508,166, including gross variable compensation of €387,000 in respect
of 2021, gross fixed compensation of €120,699 and €467 in benefits in kind, excluding retirement benefits, compensation for paid leave and
a gross exceptional bonus of €1 million. In 2021, excluding exceptional compensation of €1 million.
(6) Term ended on 12 May 2021.
(7) Including the compensation paid in 2021 to the Independent Director, who is not a member of the Governance and Social Responsibility
Committee, for her attendance at its meetings.
(8) Permanent representative of Matignon Diderot, Director, from 1 February to 22 September 2022, replaced on this date by Alexis Ravalais.
Other compensation paid in 2022: €797,018, including gross fixed compensation of €61,538 and gross variable compensation of €315,000
in respect of 2021, and gross fixed compensation of €420,480 in respect of 2022, excluding a gross exceptional bonus of €219,231.
(9) Including the additional annual Directors’ compensation of €15,000 paid to the Lead Director in 2021.
(10) Appointed on 4 March 2020. Other compensation paid in 2022: €203,873, including gross variable compensation of €62,000 in respect
of 2021 and gross fixed compensation of €141,873.
(11) Appointed on 17 June 2020.
(12) Appointed as permanent representative of Matignon Diderot on 22 September 2022. Other compensation paid in 2022: €389,041, including
gross variable compensation of €226,000 in respect of 2021 and gross fixed compensation of €163,041, and excluding exceptional bonuses
of €350,000 and compensation for paid leave.
(13) Term ended on 26 October 2022. Other compensation paid in 2022: €718,180, including gross variable compensation of €272,300 in respect
of 2021 and gross fixed compensation of €445,880.
478
Total gross compensation paid in 2022 to the corporate
officers (including the Chairman and Chief Executive Officer)
for service as Director in respect of 2021 amounted to
€502,462 (versus €491,242 paid in 2021 in respect of
2020).
The variable component represents a significant proportion
of the total compensation allocated to the Directors.
Compensation awarded in respect of 2022 by the Company
to each of the corporate officers, other than the Chairman
and Chief Executive Officer, for service as Directors was as
follows:
(Gross amounts in €)
Nathalie Andrieux
Maud Bailly
Thierry Billot(1)
Josseline de Clausade
Jacques Dumas(2)
Béatrice Dumurgier
Christiane Féral-Schuhl
Franck-Philippe Georgin(3)
Franck Hattab(4)
Didier Lévêque
Odile Muracciole
Thomas Piquemal
Alexis Ravalais(5)
David de Rothschild
Frédéric Saint-Geours
Michel Savart(6)
Compensation in respect of 2022 (paid in January 2023)
Directors
Committees
Fixed
8,500
8,500
8,500
4,250
354
8,500
8,500
2,479
708
4,250
4,250
8,500
1,063
8,500
8,500
3,542
Variable
21,500
18,192
21,500
10,750
827
19,846
19,846
5,788
1,654
10,750
10,750
21,500
3,308
13,231
21,500
8,269
Fixed
23,000
13,167
38,000
-
-
6,500
6,500
-
-
-
-
4,333
-
2,167
16,333
-
Variable
Total
25,000
78,000
15,500
55,359
33,000
101,000
-
-
21,500
9,500
-
-
-
-
7,125
-
-
33,000
-
15,000
1,181
56,346
44,346
8,267
2,362
15,000
15,000
41,458
4,370
23,897
79,333
11,811
(1) Including the total additional Directors’ compensation of €15,000 paid to the Lead Director in respect of 2022.
(2) Term ended 31 January 2022: compensation calculated on a pro rata basis.
(3) Permanent representative of Matignon Diderot, Director, from 1 February to 22 September 2022: compensation calculated on a pro rata basis.
(4) Appointed as permanent representative of Foncière Euris, Director, on 26 October 2022: compensation calculated on a pro rata basis.
(5) Appointed as permanent representative of Matignon Diderot, Director, on 22 September 2022: compensation calculated on a pro rata basis.
(6) Term ended 26 October 2022: compensation calculated on a pro rata basis.
Total gross compensation paid in January 2023 in respect
of 2022 to corporate officers (including the Chairman and
Chief Executive Officer for service as a Director) amounted
to €567,732.
Other information
In accordance with Article 16 of the Company’s Articles of
Association, the duration of Directors’ appointments is set
at three years expiring at the end of the Annual General
Meeting set to approve the financial statements of the
past financial year and held in the year in which the office
expires, with exceptions when the age limit for performing
the duties of a Director is reached or in the case of temporary
appointments. In addition, in order to enable the system
of rotation to operate, Directors may be appointed for a
period of one or two years. Once they have reached the end
of their term, Directors are eligible for renewal.
Directors may be removed from office at any time by the
shareholders in General Meeting.
No non-executive corporate officers have employment
contracts with the Company.
Euris, the Group’s controlling shareholder, provides its
subsidiaries, including the Company, with permanent
advisory services on strategy, which were renewed on
1 January 2023 for a period of three years and may be
renewed again only with the express agreement of the
parties.
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479
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
CHAPTER 7
CHAPTER 2
Casino and its
Financial and
shareholders
accounting
information
7.1. The market for Casino securities ............................482
7.2. Dividend ....................................................................................485
7.3. Share buyback programme .......................................486
7.4. Share capital and share ownership .................... 490
7.5. Grants of free shares, share purchase
options and share subscription options ..........500
7.6. Financial reporting ........................................................... 503
7.7. Shareholders’ Consultative Committee ........... 503
480
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481
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
7.1. THE MARKET FOR CASINO SECURITIES
7.1.1. CASINO, GUICHARD-PERRACHON – PARENT COMPANY
The Company’s shares (ISIN code FR0000125585) are
admitted for trading on Euronext Paris and are eligible for
the Deferred Settlement Service.
In addition, the Company has carried out several debt issues:
● secured bonds which are listed in Luxembourg;
● a term loan (“Term Loan B”); and
● unsecured bonds which are listed in Luxembourg.
The Company’s bonds (other than deeply-subordinated
perpetual bonds) and ratings are as follows:
Fitch Ratings
(new rating)
Moody’s Investors
Services
Scope ratings
Standard & Poor’s
Casino,
Guichard-Perrachon
B- with a positive
outlook since
25 November 2022
Caa1 with a negative
outlook since
23 March 2023
(previously B3 with
a negative outlook)
B+ with a stable
outlook since
27 January 2023
(previously BB- with
a stable outlook)
CCC+ with
a developing outlook
since 7 October 2022
(previously B with
a negative outlook)
Secured bonds
BB- since
25 November 2022
Term loan “Term
Loan B”
BB- since
25 November 2022
Unsecured bonds
CCC+ since
25 November 2022
B3 since
23 March 2023
(previously B2)
B3 since
23 March 2023
(previously B2)
Caa2 since
23 March 2023
(previously Caa1)
BB- since
27 January 2023
(previously BB)
BB- since
27 January 2023
(previously BB)
B since
27 January 2023
(previously B+)
B- since
7 October 2022
(previously B+)
B- since
7 October 2022
(previously B+)
CCC+ since
7 October 2022
(previously B)
Lastly, on 12 January 2012, Casino set up a sponsored
level 1 American Depositary Receipt (ADR) programme in
the United States. Deutsche Bank is the depositary bank
for these ADRs, which may be traded over the counter in
the United States. Each Casino share is represented by five
ADRs under this programme.
482
Share prices and trading volumes over the past 18 months (source: Euronext Paris)
High and low prices
Number of shares traded
Amount traded
High (€)
Low (€)
(thousands)
(€ millions)
2021
September
October
November
December
January
February
March
April
May
June
July
August
September
October
November
December
January
February
2022
2023
25.01
23.92
22.40
23.54
24.36
20.56
17.37
17.10
19.27
18.19
13.73
14.16
13.18
11.33
13.26
11.04
12.05
12.17
22.75
20.91
19.59
19.49
19.12
15.11
12.63
14.82
15.90
12.09
11.38
10.78
9.38
7.32
9.63
9.50
9.90
9.39
6,580
5,592
6,040
8,178
6,486
10,200
11,121
4,961
6,400
8,905
5,992
6,798
6,397
9,773
7,221
5,175
4,294
7,247
157
123
127
183
144
185
172
80
111
134
75
86
75
85
81
55
48
78
Five-year stock market performance
Share price (€) (1)
high
low
31 December (closing price on 30 December)
Market capitalisation at 31 December (€ millions)
(1) Source: Euronext Paris.
2018
2019
2020
2021
2022
53.48
25.37
36.34
3,988
50.08
27.29
41.70
4,521
42.85
19.04
25.19
2,731
29.90
19.49
23.15
2,510
24.36
7.32
9.76
1,058
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483
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
7.1.2. OTHER LISTED COMPANIES
The market capitalisations of the major listed companies provided below are based on Bloomberg data.
Cnova N.V. – Netherlands
The company’s shares have been traded on Euronext Paris since 23 January 2015.
Euronext Paris
Closing price (€) (1)
high
low
31 December (closing price on 30 December)
Market capitalisation at 31 December (€ millions) (1)
(1) Source: Bloomberg.
2018
2019
2020
2021
2022
4.46
3.56
3.60
1,243
3.70
2.32
2.48
856
3.50
2.22
3.00
1,036
12.50
3.18
6.90
2,382
7.36
2.90
3.09
1,067
The company’s shares were admitted for trading on Nasdaq (New York) from 20 November 2014 to 3 March 2017, when
they were delisted.
Companhia Brasileira de Distribuição (GPA) – Brazil
The company’s shares are traded on the São Paulo Stock Exchange and on the NYSE (United States) through a level
3 American Depositary Receipt (ADR) programme. Companhia Brasileira de Distribuição has been listed on the Novo
Mercado since 2 March 2020, giving it access to a wide international investor base.
Casino Group holds 41% of Companhia Brasileira de Distribuição (GPA).
Closing price (BRL)(1)
high
low
31 December (closing price)
Market capitalisation at 31 December (BRL millions) (1)
Market capitalisation at 31 December (€ millions) (1)
2018
2019
2020
2021(2)
2022
87.51
63.92
80.98
21,609
4,863
98.43
78.00
87.65
23,613
5,240
94.50
55.00
75.05
20,140
3,160
90.33
21.35
21.73
5,854
923
25.80
15.06
16.52
4,463
790
(1) Source: Bloomberg.
(2) The 2021 figures take into account the spin-off of Brazilian operations (GPA and Assaí) and the listing of Assaí on 1 March 2021.
484
Sendas Distribuidora SA (Assaí) – Brazil
The company’s shares have been traded on the São Paulo
Stock Exchange’s Novo Mercado segment and on the NYSE
(United States) through a level 3 American Depositary
Receipt (ADR) programme since 1 March 2021.
These listings are a result of the company’s reorganisation
and the sale of Companhia Brasileira de Distribuição (GPA)
assets, including the cash & carry business (Assaí) and the
more traditional food retailing businesses of GPA.
At 31 December 2022(1), Casino held 30.5% of Sendas
Distribuidora SA (Assaí) whose operations are exclusively
dedicated to the cash & carry business in Brazil.
Closing price (BRL) (1)
high
low
31 December (closing price)
Market capitalisation at 31 December (BRL millions) (1)
Market capitalisation at 31 December (€ millions) (1)
(1) Source: Bloomberg.
(2) The 2021 figures take into account the 5-for-1 split of Assaí shares, which took effect on 11 August 2021.
Almacenes Éxito (Colombia)
The company’s shares are traded on the Colombia Stock Exchange (Bolsa de Valores).
2021(2)
2022
92.05
12.45
12.96
17,453
2,753
20.55
11.30
19.47
26,268
4,653
Share price (COP) (1)
high
low
31 December (closing price)
2018
2019
2020
2021
2022(2)
18,500
11,920
12,400
17,980
12,360
13,880
15,940
10,000
13,890
14,200
11,060
11,490
17,600
3,360
3,400
Market capitalisation at 31 December (COP millions) (1)
5,550,294
6,212,748
6,208,830
5,142,974
4,412,739
Market capitalisation at 31 December (€ millions) (1)
1,490
1,683
1,483
1,111
849
(1) Source: Bloomberg.
(2) The 2022 figures take into account the 3-for-1 split of Éxito shares, which took effect on 21 November 2022.
7.2. DIVIDEND
No dividend has been paid for the past three years.
The following table shows the total dividend payout (€ millions) and the payout rate (as a percentage of underlying net
profit, Group share) over the past five years:
Year
Total payout
% of underlying net profit, Group share
2017
341.4
91.8
2018
339.1
106.6
2019
2020
2021
-
-
-
-
-
-
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).
(1) See Chapter 2, section 2.2 “Sale of a stake in Assaí”, page 57.
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485
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
7.3. SHARE BUYBACK PROGRAMME
7.3.1. CURRENT SHARE BUYBACK PROGRAMME
The Ordinary General Meeting of 10 May 2022 authorised
the Board of Directors to buy back, or to order the buyback
of, Company shares as provided in Articles L. 22-10-62 et
seq. of the French Commercial Code (Code de commerce),
Articles 241-1 to 241-7 of the General Regulations
of France’s securities regulator (Autorité des marchés
financiers – AMF) and European Union regulations on
market abuse (particularly Regulation (EU) No. 596/2014
of 16 April 2014), notably in order:
● to ensure the liquidity of and make a market for the
Company’s shares through an investment services provider
acting independently in the name and on behalf of the
Company, under the terms of a liquidity agreement that
complies with a Code of Conduct recognised by the AMF;
● to implement any Company stock option plan under
Articles L. 22-10-56 et seq. of the French Commercial
Code, any savings plan pursuant to Articles L. 3332-1 et
seq. of the French Labour Code (Code du travail), or any
grant of free shares made under Articles L. 22-10-59,
L. 22-10-60 and L. 225-197-1 of the French Commercial
Code, or any other share-based compensation mechanism;
● to deliver shares in connection with the exercise of rights
attached to securities giving access to Company shares by
way of redemption, conversion, exchange or on presentation
of a warrant or a debt security convertible or exchangeable
for shares, or otherwise;
● to hold shares for later use as payment or consideration in
the context of or following any external growth transactions;
● to cancel all or some of these shares in order to optimise
earnings per share through a share capital reduction
under the conditions provided for by law;
● to implement any future market practice authorised by
the AMF and, generally, carry out any transaction that
complies with the applicable regulations.
These shares may be acquired, sold, transferred, or
exchanged by any method and, in particular, on regulated
markets or over the counter, including via block trades.
These methods include the use of any derivative financial
instrument traded on a regulated market or over the
counter and the implementation of option-based strategies
under the conditions authorised by the relevant financial
markets regulator, provided said methods do not cause a
significant increase in the price volatility of the shares. The
shares may also be loaned, pursuant to Articles L. 211-22
et seq. of the French Monetary and Financial Code (Code
monétaire et financier).
The share buyback price may not exceed €100 (excluding
transaction costs) for each share with a par value of €1.53.
This authorisation may only be used in respect of a number
of shares no greater than 10% of the Company’s share
capital as of the date of the Annual General Meeting
of 10 May 2022, it being specified that, whenever the
Company’s shares are purchased in connection with a
liquidity agreement, the number of shares used to calculate
the aforementioned 10% limit will correspond to the
number of shares purchased less the number of shares
sold during the authorisation period under the terms of
the liquidity agreement. However, the number of shares
purchased by the Company and intended to be held and
subsequently used as payment or consideration in the
context of an external growth transaction may not exceed
5% of the share capital. The acquisitions made by the
Company shall not at any time or under any circumstance
result in the Company holding more than 10% of the shares
constituting its share capital.
In the event of a public tender offer for the shares or other
securities issued by the Company, the Company may only
use this authorisation for the purpose of meeting securities
delivery commitments, notably in the context of free share
plans, or strategic transactions, initiated and announced
prior to the launch of said public tender offer.
In 2022, the authorisation was used exclusively in connection
with the Company’s liquidity agreement (see below).
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Transactions completed in 2022
and until 28 February 2023
Liquidity agreement
In February 2005, Casino mandated Rothschild & Cie
Banque to implement a liquidity agreement to ensure
a wide market and regular quotations for its shares. The
agreement complies with the Code of Conduct of the
French financial markets association (Association Française
des Marchés Financiers – AMAFI) approved by the AMF on
1 October 2008.
Casino allocated 700,000 ordinary shares and the sum of
€40 million to the liquidity account.
Additional allocations were made on 25 September 2015
(€30 million) and 28 December 2015 (€50 million),
bringing the total allocated to the liquidity account to
€120 million.
The Company withdrew 580,000 shares from the
liquidity account on 16 May 2016 and 120,000 shares
on 23 May 2016. The 700,000 shares were subsequently
cancelled by decision of the Board of Directors on
14 June 2016.
In January 2019, the Company signed a new liquidity
agreement with the company Rothschild Martin Maurel,
effective 1 January of that year, to take account of the
changes in regulations governing these agreements, in
accordance with AMF decision 2018-01 dated 2 July 2018.
The new agreement replaced the previous agreement
signed on 11 February 2005. As of the January 2019
contract signature date, the liquidity account held zero
shares and €30 million.
In accordance with AMF decision 2021-01 dated
22 June 2021, the Company has, by an amendment
dated 6 July 2022, reduced the funds in the liquidity
account by €13,209,160.25. Following this reduction, at
6 July 2022, the liquidity account held 105,250 shares
and €14,734,815.90.
In 2022, a total of 2,244,915 shares were purchased under
the liquidity agreement at an average price of €15.23, and
2,244,915 shares were sold at an average price of €15.23
(including 1,276,832 shares purchased and 1,330,332
shares sold using the shareholder authorisation given on
10 May 2022). At 31 December 2022, the liquidity account
held zero shares and €16.3 million.
From 1 January 2023 to 28 February 2023, a total of
764,965 shares were purchased at an average price of
€11.17 per share and 658,715 shares were sold at an
average price of €11.32 per share. At 28 February 2023, the
liquidity account held 106,250 shares and €15.2 million.
Other stock transactions
In 2022, and from 1 January 2023 to 28 February 2023,
the Company did not buy back any shares for any employee
share grant plans, stock option plans or savings plans.
The Annual General Meeting of 10 May 2022 authorised the
Board of Directors to reduce the share capital by cancelling
shares bought back by the Company, by 24-month periods.
The Board of Directors did not cancel any shares in 2022.
Over the 24-month period beginning 27 February 2021
and ending 28 February 2023, the Board of Directors did
not cancel any shares.
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CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Summary of stock transactions
The table below shows details of treasury shares bought and sold between 1 January 2022 and 31 December 2022 and
between 1 January 2023 and 28 February 2023, together with the number of treasury shares held by the Company:
Number of shares
% of share capital represented
by the total number of shares
Number of shares held at 31 December 2021
Shares purchased under the liquidity agreement
Shares sold under the liquidity agreement
Shares purchased
Shares sold
Shares cancelled
Free shares granted
Number of shares held at 31 December 2022
Shares purchased under the liquidity agreement
Shares sold under the liquidity agreement
Shares purchased
Shares sold
Shares cancelled
Free shares granted
Number of shares held at 28 February 2023
409,039
2,244,915
(2,244,915)
0
0
0
(341,547)
67,492
764,965
(658,715)
0
0
0
(7,049)
166,693
0.38
0.06
0.15
At 31 December 2022, the Company owned 67,492 shares
(purchase cost: €2.3 million) with a par value of €1.53.
Based on the closing price at 30 December 2022 (€9.76),
their market value totalled €0.7 million.
At 28 February 2023, the Company owned 166,693 shares
(purchase cost: €3.1 million) with a par value of €1.53.
Based on the closing price at 28 February 2023 (€9.61),
their market value totalled €1.6 million.
Treasury shares are allocated for the following purposes:
● 106,250 shares to the liquidity agreement;
● 60,443 shares to cover stock option plans, employee
share ownership plans or share grant plans for Group
employees.
On 31 December 2022, Germinal SNC, an indirectly
controlled wholly-owned company, held 928 ordinary
shares.
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7.3.2. SHARE BUYBACK PROGRAMME SUBMITTED
TO THE ANNUAL GENERAL MEETING FOR APPROVAL
The Annual General Meeting of 10 May 2023 will be asked
to renew the authorisation granted to the Board of Directors
to buy back, or order the buyback, of Company shares
as provided in Articles L. 22-10-62 et seq. of the French
Commercial Code, Articles 241-1 to 241-7 of the AMF
General Regulations and European Union legislation on
market abuse (particularly Regulation [EU] No. 596/2014
of 16 April 2014), notably in order:
● to ensure the liquidity of and make a market for the
Company’s shares through an investment services provider
acting independently in the name and on behalf of the
Company, under the terms of a liquidity agreement that
complies with a Code of Conduct recognised by the AMF;
● to implement any Company stock option plan under
Articles L. 22-10-56 et seq. of the French Commercial
Code, any savings plan pursuant to Articles L. 3332-1 et
seq. of the French Labour Code (Code du travail), or any
grant of free shares made under Articles L. 22-10-59,
L. 22-10-60 and L. 225-197-1 of the French Commercial
Code, or any other share-based compensation mechanism;
● to deliver shares in connection with the exercise of rights
attached to securities giving access to Company shares by
way of redemption, conversion, exchange or on presentation
of a warrant or a debt security convertible or exchangeable
for shares, or otherwise;
● to hold shares for later use as payment or consideration in
the context of or following any external growth transactions;
● to cancel all or some of these shares in order to optimise
earnings per share through a share capital reduction
under the conditions provided for by law;
● to implement any future market practice authorised by
the AMF and, generally, carry out any transaction that
complies with the applicable regulations.
These shares may be acquired, sold, transferred, or
exchanged by any method and, in particular, on regulated
markets or over the counter, including via block trades.
These methods include the use of any derivative financial
instrument traded on a regulated market or over the counter
and the implementation of option-based strategies under
the conditions authorised by the relevant financial markets
regulator, provided said methods do not cause a significant
increase in the price volatility of the shares. The shares may
also be loaned, pursuant to Articles L. 211-22 et seq. of the
French Monetary and Financial Code.
The share buyback price may not exceed €50 (excluding
transaction costs) for each share with a par value of €1.53.
This authorisation may only be used in respect of a number of
shares no greater than 10% of the Company’s share capital as
of the date of the Annual General Meeting of 10 May 2023.
Based on the share capital as of 28 February 2023,
after deducting the 166,693 own shares held by the
Company, this would correspond to 10,675,930 shares
and a maximum amount of €533.8 million, provided that,
whenever the Company’s shares are purchased in connection
with a liquidity agreement, the number of shares used to
calculate the aforementioned 10% limit will correspond
to the number of shares purchased less the number of
shares sold during the authorisation period under the
terms of the liquidity agreement. However, the number
of shares purchased by the Company and intended to be
held and subsequently used as payment or consideration
in the context of an external growth transaction, may not
exceed 5% of the share capital. The acquisitions made by the
Company shall not at any time or under any circumstance
result in the Company holding more than 10% of the shares
constituting its share capital.
The authorisation is granted to the Board of Directors
for 18 months. It supersedes the unused portion of the
authorisation previously granted by the 14th resolution of
the Ordinary General Meeting of 10 May 2022.
In the event of a public tender offer for the shares or other
securities issued by the Company, the Company may only
use this authorisation for the purpose of meeting securities
delivery commitments, notably in the context of free share
plans, or strategic transactions, initiated and announced
prior to the launch of said public tender offer.
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489
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
7.4. SHARE CAPITAL AND SHARE OWNERSHIP
7.4.1. CHANGES IN SHARE CAPITAL
At 31 December 2022, the share capital amounted to €165,892,131.90 divided into 108,426,230 shares with a par
value of €1.53 each.
This was unchanged at 28 February 2023.
Changes in share capital over the past fi ve years
From 1 January 2018
to 31 December 2022
Number of
shares issued/
cancelled
Increase/(decrease)
in share capital (€)
Par value
Premium
Successive
amounts of the
share capital (€)
Total number
of shares
in issue
2018
Cancellation of shares
(1,267,608)
(1,939,440)
(52,748,629)
167,885,963.64
109,729,388
Absorption of subsidiaries
28
42.84
1,272
167,886,006.48
109,729,416
2019
Cancellation of shares
(1,303,186)
(1,993,875)
(37,824,310)
165,892,131.90
108,426,230
2020
2021
2022
-
-
-
-
-
-
-
-
-
-
-
-
165,892,131.90
108,426,230
165,892,131.90
108,426,230
165,892,131.90
108,426,230
No capital transaction occurred from 1 January 2023 to 28 February 2023.
Potential number of shares
Unissued authorised capital
There are no securities or stock options (see section 7.5) that
may confer entitlement to share capital, as the share grant
plans underway (see section 7.5) concern existing shares.
To allow the Company to raise funds on the financial
markets to finance the Group’s continued development and
improve its financial position, the Annual General Meeting of
12 May 2021 granted to the Board of Directors a number
of delegations of competence and authorisations.
At the Annual General Meeting of 17 June 2020, the Board
of Directors was authorised to make free share grants to
employees of the Company and related companies.
490
The authorisations and delegations granted to the Board of Directors that can lead to the issuance of securities carrying
rights to shares of the Company are listed below:
Transactions
Maximum amount
Terms and
conditions
Authorisation
date
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
an interest or to debt securities,
with pre-emptive rights in the case
of new share issues
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
an interest or to debt securities
by means of a public offer, without
pre-emptive rights in the case
of new share issues
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
an interest or to debt securities
by means of an offer as referred
to in paragraph 1 of Article L. 411-2, 1
(formerly Article L. 411-2 II) of the French
Monetary and Financial Code, without
pre-emptive rights in the case of new
share issues
Capital increase by capitalising reserves,
earnings, share premiums or other
capitalisable sums
Capital increase by issuing shares
or share equivalents to pay for
contributions in kind made to the
Company comprising shares or share
equivalents
€59 million(1)(2)
With PE(*)
12 May 2021
26 months
11 July 2023
€16.5 million(1)(2)
Without
PE(*)
12 May 2021
26 months
11 July 2023
€16.5 million(1)(2)
Without
PE(*)
12 May 2021
26 months
11 July 2023
€59 million(1)
-
12 May 2021
26 months
11 July 2023
10% of the share
capital on the date
the issue is decided(1)
Without
PE(*)
12 May 2021
26 months
11 July 2023
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491
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Transactions
Maximum amount
Terms and
conditions
Authorisation
date
Term
Expiry
Capital increase by issuing shares
or share equivalents in the event
of a public offer initiated by Casino,
Guichard-Perrachon for the shares
of another listed company
Rights issue to employees of the
Company and related entities who
are members of a company savings plan
Share grants of existing or new shares to
employees of the Company and related
companies
€16.5 million(1)(2)
Without
PE(*)
12 May 2021
26 months
11 July 2023
2% of the total
number of shares
outstanding on
12 May 2021 (i.e.,
2,168,524 shares)
2% of the total
number of shares
outstanding on
17 June 2020 (i.e.,
2,168,524 shares)
Without
PE(*)
12 May 2021
26 months
11 July 2023
Without
PE(*)
17 June 2020 38 months
16 August
2023
(*) PE = pre-emptive subscription rights.
(1) The aggregate par value of the shares which may be issued, immediately and/or in the future, pursuant to various authorisations, may not
exceed €59 million, it being specified that the par value of capital increases that may be carried out, immediately and/or in the future, without
pre-emptive rights for existing shareholders may not exceed €16.5 million, without taking account of the par value of the additional shares to
be issued to safeguard the rights of securities holders, as required by law.
(2) The aggregate nominal amount of debt securities that may be issued 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, it being specified that the overall amount of debt securities that
may be issued pursuant to this authorisation may not exceed €2 billion or its equivalent value in any other currency or monetary unit based
on a basket of several currencies.
None of these authorisations were used in 2022, other
than those related to free share grants.
As all the authorisations are expiring, the Annual General
Meeting of 10 May 2023 will be asked to renew them.
Pursuant to the authorisation granted by the Annual General
Meeting of 17 June 2020, the Board of Directors made free
allocations of 14,510 existing shares in 2020 subject to a
continuing service condition. Subject to performance and/
or continuing service conditions, a maximum of 656,929
and 546,736 existing shares were similarly allocated in
2021 and 2022, respectively. The shares thus granted in
2020, 2021 and 2022 represented 1.12% of the share
capital at 31 December 2022.
The Annual General Meeting of 10 May 2022 also authorised
the Board of Directors to reduce the capital by up to 10%
per twenty-four-month period by cancelling shares held in
treasury stock. This authorisation was given for a period of
26 months expiring on 9 July 2024.
This authorisation was not used in 2022.
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7.4.2. CHANGES IN SHARE OWNERSHIP
Double voting rights
Statutory provisions relating to double voting rights were
introduced by the Extraordinary General Meeting of
30 November 1934 and amended by the Extraordinary
General Meeting of 21 May 1987 (Article 28-III of the
Articles of Association).
With respect to voting rights, Article 28-III of the Company’s
Articles of Association stipulates as follows:
“Shareholders hold as many votes as the shares they hold
or represent, without limitation, with the only exception
of the cases provided for by law or in these Articles of
Association.
However, a double voting right is assigned, under applicable
legal conditions, to all fully paid-up shares effectively held
in registered form in the name of the same shareholder
for at least four years, as well as, in the event of a share
capital increase via capitalisation of reserves, profits, or
issue premiums, to those registered shares granted free
of charge to a shareholder in connection with old shares
for which he or she is entitled to this right.
…/…
As such, the double voting right assigned to fully paid
registered shares is forfeited ipso jure for any share that was
converted to bearer form or that was subject to a transfer
of ownership except in the event of a transfer in which the
shares remain in registered form, pursuant to the terms
of Article L. 225-124 of the French Commercial Code.
…/…
The vote or proxy issued by an intermediary that has either
not declared itself as an intermediary registered as a
holder of securities on behalf of third parties not domiciled
in France, or has not disclosed the identity of the owners
of the shares for which it is a registered intermediary, in
accordance with regulations in force, will not be counted.”
Double voting rights may be withdrawn by decision of the
Extraordinary General Meeting, after approval by a special
meeting of holders of double voting rights.
At 31 December 2022, a total of 151,573,409 voting
rights were attached to 108,357,810 shares with voting
rights in issue. The number of voting rights is different from
the number of shares comprising the share capital due to
the double voting right attached to registered shares, as
well as the direct or indirect holding by the Company of a
certain number of its own shares. At 31 December 2022,
the Company directly and indirectly held 68,420 of its
own shares.
Taking into account the gain or loss of double voting rights
by certain shareholders since 1 January 2023 and the
number of treasury shares held directly or indirectly, a total
of 156,158,881 voting rights were attached to 108,258,609
shares carrying voting rights as of 28 February 2023. At
28 February 2023, the Company directly and indirectly
held 167,621 of its own shares.
Controlling shareholder
The diagram below shows the Company’s position within
the Group as of 28 February 2023:
EURIS(1)
92.59%
(92.59%(2))
FINATIS
90.80%
(90.80%(2))
FONCIÈRE EURIS
57.56%
(71.51%(2))
RALLYE
52.31%
(64.42%(2)(3))
CASINO, GUICHARD-PERRACHON
Listed company
(1) Euris is controlled by Euris Holding,
itself controlled by Jean-Charles Naouri.
(2) Theoretical voting rights as described in Article 223-11
of the AMF’s General Regulations.
(3) Including 11.74% of Casino’s share capital held
in fiduciary trust (8.14% of theoretical voting rights).
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493
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Changes in share capital and voting rights
The ownership of share capital and voting rights as of 31 December 2020, 2021 and 2022 and as of 28 February 2023
is as follows:
31 December 2020
Public
Shares
Voting rights
exercisable at Annual
General Meeting(1)
Theoretical voting
rights(1)
Number
%
Number
%
Number
%
39,005,042
35.97
41,766,647
28.05
41,766,647
27.93
of which shares in registered form
3,703,557
3.42
6,465,162
4.34
6,465,162
4.32
of which shares in bearer form
35,301,485
32.56
35,301,485
23.71
35,301,485
23.61
Rallye group (including Fiducie Rallye –
Equitis Gestion)(2)(3)(4)
56,716,271
52.31 94,005,269
63.14 94,005,269
62.87
of which Rallye + other shareholders acting jointly
47,248,016
43.58
84,537,014
56.78
84,537,014
56.54
of which Fiducie Rallye/Equitis Gestion
9,468,255
8.73
9,468,255
6.36
9,468,255
Vesa Equity Investment(5)
10,838,863
10.00
10,838,863
7.28
10,838,863
Casino Group employee mutual funds
1,223,640
1.13
2,267,080
1.52
2,267,080
6.33
7.25
1.52
Treasury shares(6)
TOTAL
642,414
0.59
0
0
642,414 0.43(7)
108,426,230 100.0 148,877,859 100.0 149,520,273 100.0
31 December 2021
Public
Shares
Voting rights
exercisable at Annual
General Meeting(1)
Theoretical voting
rights(1)
Number
%
Number
%
Number
%
42,429,477
39.13
45,200,295
30.99
45,200,295
30.90
of which shares in registered form
3,596,368
3.32
6,367,186
4.37
6,367,186
4.35
of which shares in bearer form
38,833,109
35.82
38,833,109
26.62
38,833,109
26.55
Rallye group (including Fiducie Rallye –
Equitis Gestion)(2)(3)(4)
56,716,271
52.31
90,747,885
62.22
90,747,885
62.04
of which Rallye + other shareholders acting jointly
43,990,632
40.57
78,022,246
53.49
78,022,246
53.34
of which Fiducie Rallye/Equitis Gestion
12,725,639
11.74
12,725,639
Vesa Equity Investment(5)
7,661,041
7.07
7,661,041
Casino Group employee mutual funds
1,209,474
1.12
2,252,298
8.72
5.25
1.54
12,725,639
8.70
7,661,041
2,252,298
5.24
1.54
Treasury shares(6)
TOTAL
409,967
0.38
0
0.00
409,967 0.28(7)
108,426,230 100.0 145,861,519 100.0 146,271,486 100.0
31 December 2022
Public
Shares
Voting rights
exercisable at Annual
General Meeting(1)
Theoretical voting
rights(1)
Number
%
Number
%
Number
%
39,587,487
36.51
42,429,854
27.99
42,429,854
27.98
of which shares in registered form
3,629,913
3.35
6,472,280
4.27
6,472,280
4.27
of which shares in bearer form
35,957,574
33.16
35,957,574
23.72
35,957,574
23.71
Rallye group (including Fiducie Rallye –
Equitis Gestion)(2)(3)(4)
56,716,271
52.31
96,019,229
63.35
96,019,229
63.32
of which Rallye + other shareholders acting jointly
43,990,632
40.57
83,293,590
54.95
83,293,590
54.93
of which Fiducie Rallye/Equitis Gestion
12,725,639
11.74
12,725,639
8.40
12,725,639
8.39
Vesa Equity Investment(5)
10,853,978
10.01
10,853,978
7.16
10,853,978
Casino Group employee mutual funds
1,200,074
1.11
2,270,348
1.50
2,270,348
7.16
1.50
Treasury shares(6)
TOTAL
68,420
0.06
0
0.00
68,420 0.05(7)
108,426,230 100.00 151,573,409 100.00 151,641,829 100.00
494
28 February 2023
Public
Shares
Voting rights
exercisable at Annual
General Meeting(1)
Theoretical voting
rights(1)
Number
%
Number
%
Number
%
39,493,386
36.42
42,293,832
27.08
42,293,832
27.05
of which shares in registered form
3,498,134
3.23
6,298,580
4.03
6,298,580
4.03
of which shares in bearer form
35,995,252
33.20
35,995,252
23.05
35,995,252
23.03
Rallye group (including Fiducie Rallye –
Equitis Gestion)(2)(3)(4)
56,716,271
52.31
100,706,623
64.49 100,706,623
64.42
of which Rallye + other shareholders acting jointly
43,990,632
40.57
87,980,984
56.34
87,980,984
56.28
of which Fiducie Rallye/Equitis Gestion
12,725,639
11.74
12,725,639
8.15
12,725,639
8.14
Vesa Equity Investment(5)
10,853,978
10.01
10,853,978
6.95
10,853,978
6.94
Casino Group employee mutual funds
Treasury shares(6)
TOTAL
1,194,974
167,621
1.10
0.15
2,304,448
1.48
2,304,448
1.47
0
0.00
167,621
0.11(7)
108,426,230 100.00 156,158,881 100.00 156,326,502 100.00
(1) The number of rights to vote at the Annual General Meeting is not the same as the number of voting rights published under France’s disclosure
threshold rules (theoretical voting rights). For the monthly publication of the total number of voting rights and the number of shares comprising
the share capital, the total number of voting rights is calculated based on all the shares that potentially carry voting rights, including shares
stripped of voting rights (treasury shares), in accordance with Article 223-11 of the AMF General Regulations.
(2) On 3 October 2018, Alpétrol (the lender), a wholly-owned subsidiary of Rallye, and Rallye (the borrower) entered into a securities lending
agreement on 6,681,492 Casino, Guichard-Perrachon shares (AMF 2018DD578901 – AMF 2018DD578908), expiring on 31 December 2019.
The lent shares were stripped of double voting rights (AMF 218C1648). The agreement was amended on 19 December 2019 to extend its term
to 31 December 2021.
On 20 April 2020, Alpétrol was liquidated with the universal transfer of its assets, including the above-mentioned lending agreement, to
L’Habitation Moderne de Boulogne (wholly owned by Rallye) (AMF 220C1338).
On 28 February 2019, Cobivia (the lender) and L’Habitation Moderne de Boulogne (the lender), subsidiaries of Rallye, and Rallye (the borrower)
entered into securities lending agreements on 6,866,554 Casino, Guichard-Perrachon shares and 2,721,459 Casino, Guichard-Perrachon
shares respectively (AMF 2019DD597522 – AMF 2019DD597523 – AMF 2019DD597521). The lent shares were stripped of double voting rights
(AMF 219C0420). The agreement was amended on 19 December 2019 to extend its maturity to 31 December 2021. The agreement was
amended on 27 January 2020 to reduce the number of securities loaned by Cobivia (the lender) to Rallye (the borrower) to 6,866,454 shares.
Rallye signed a private agreement with Cobivia and L’Habitation Moderne de Boulogne on 25 May 2020 for the merger by absorption of
Cobivia and L’Habitation Moderne de Boulogne into Rallye effective from 29 June 2020. As a result of this transaction, the above-mentioned
lending agreements were cancelled by absorption (AMF 220C2376).
(3) Rallye (controlled by Foncière Euris, which in turn is controlled by Jean-Charles Naouri) crossed below the statutory threshold of 50% of
Casino, Guichard-Perrachon’s capital on 20 July 2020, holding 47,248,016 Casino, Guichard-Perrachon shares (i.e., 43.57% of its capital) and
84,537,014 of its voting rights (i.e., 56.53%) (AMF 220C2603).
The threshold was crossed as a result of the fiduciary trust-management (fiducie sûreté-gestion) agreement entered into on 10 July 2020
between Rallye and Equitis Gestion SAS (the trustee), and the transfer by Rallye, in the context of said agreement, of 9,468,255 Casino,
Guichard-Perrachon shares as collateral for financing secured from F. Marc de Lacharrière (Fimalac), it being specified that: in accordance
with the fiduciary trust agreement, as long as the trustee is not notified of an early repayment obligation with respect to said financing, the
voting rights attached to the 9,468,255 Casino, Guichard-Perrachon shares held in trust may be exercised by the trustee acting on instructions
from Rallye.
Under the above-mentioned agreement, Equitis Gestion (controlled by IQEQ) crossed above the 5% statutory thresholds for
Casino, Guichard-Perrachon’s capital and voting rights on 20 July 2020, holding 9,468,255 Casino, Guichard-Perrachon shares and the same
number of voting rights, representing 8.73% and 6.33% respectively (AMF 220C2603).
Equitis Gestion (controlled by IQEQ) crossed above the 10% statutory threshold for Casino, Guichard-Perrachon’s capital on 10 May 2021,
holding 12,725,639 Casino, Guichard-Perrachon shares (i.e., 11.74% of its capital) and 8.70% of the voting rights (AMF 221C1050).
The threshold was crossed as a result of the two fiduciary trust-management agreements entered into on 5 May 2021 between Rallye and
Equitis Gestion (the trustee), and the transfer by Rallye, in the context of said agreements, of (i) 2,540,549 Casino, Guichard-Perrachon shares
to a pool of banks and (ii) 716,835 Casino, Guichard-Perrachon shares to F. Marc de Lacharrière (Fimalac), as collateral for financing secured
by Rallye from, on the one hand, a pool of banks and, on the other hand, F. Marc de Lacharrière (Fimalac), it being specified that:
- under the terms of the fiduciary trust agreements, as long as no early repayment of the financing entered into by Rallye has been notified to
the trustee, the voting rights attached to the 3,257,384 Casino, Guichard-Perrachon shares transferred to be held in trust may be exercised
by the trustee acting on instructions from Rallye; and
- any distribution, notably dividends, relating to the 3,257,384 Casino, Guichard-Perrachon shares transferred to be held in trust will be
immediately allocated to the early repayment of the financing secured by Rallye SA from, on the one hand, a pool of banks and, on the other
hand, F. Marc de Lacharrière (Fimalac).
These include shares pledged by Rallye as part of the above-mentioned trust agreement (see "Shares held as collateral" below).
(4) The Paris commercial court confirmed, with regard to 28 February 2020 rulings, in accordance with Article L. 626-14 of the French Commercial
Code, the inalienability of all shares held by the Euris group companies subject to safeguard proceedings (Rallye and its parent companies
Euris, Finatis and Foncière Euris) for the duration of their safeguard plan, barring the exceptions provided by said rulings or subsequent rulings
to ensure, in particular, the proper implementation of said plans.
(5) Based on the disclosures made by Vesa Equity Investment to the AMF and/or the Company.
(6) Casino holds 928 shares through Germinal, an indirectly wholly-owned company.
(7) Voting rights that will become exercisable again if the underlying shares cease to be held in treasury stock.
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495
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
To the best of the Company’s knowledge, no shareholder
other than (i) Rallye, (ii) Equitis Gestion (controlled by
IQEQ) and (iii) Vesa Equity Investment (controlled by Daniel
Křetínský) which both disclosed notifiable interests to the
AMF (see below) and/or the Company, held more than
5% of the share capital or voting rights of the Company at
28 February 2023.
On 31 December 2022, the Company conducted a survey
of holders of bearer shares, The survey identified 41,213
direct holders or nominees (compared to 38,094 at
31 December 2021).
The number of the Company’s bearer and registered
shareholders is estimated at more than 45,795 (compared
to 42,000 in 2021) and the percentage of share capital held
by private shareholders is estimated at 26.6% (compared
to 18.8 in 2021) (sources: survey of identifiable holders
of bearer shares carried out on 31 December 2022 and
shareholders’ register).
Statutory disclosure thresholds
Between 1 January 2022 and 28 February 2023, the following notifiable interests were disclosed to the AMF:
Shareholder
Date of
threshold
crossing
Type of
threshold
crossing
Number of shares and
voting rights disclosed
% of
the
share
capital
% of voting
rights(1)
AMF
notice
reference
no.
Vesa Equity Investment(2)
2 March 2022
Increase
10,853,978
10,853,978
10.01
7.42 222C0543
(1) The disclosures were made on the basis of information communicated by the Company, in accordance with the requirements of Article L. 233-8
of the French Commercial Code and Article 223-16 of the AMF General Regulations, on the date the threshold was crossed. The disclosure of
the total number of voting rights, which is published monthly, is calculated based on all the shares that potentially carry voting rights, including
shares stripped of voting rights (treasury shares), in accordance with Article 223-11 of the AMF General Regulations.
(2) Controlled by Daniel Křetínský.
Furthermore, Article 11-II of the Company’s Articles of
Association stipulates the following with respect to the
crossing of shareholding thresholds:
"In addition to compliance with the legal obligation to
disclose holding certain fractions of the share capital
and any attached voting rights, any natural person or
legal entity – including any intermediary registered as
the holder of securities for persons not domiciled on the
French territory – who, either alone or jointly with other
natural persons or legal entities, comes to hold, to stop
holding, in any way whatsoever, a fraction equal to 1%
of the voting rights or share capital or a multiple of this
fraction, must notify the Company, by registered letter
with acknowledgement of receipt sent within five trading
days of effectively crossing one of these thresholds. It must
declare the number of shares and number of voting rights
it directly holds.
For the determination of these thresholds, account is taken
of shares that are assimilated with the shares already
owned and the associated voting rights, in accordance
with the provisions of Articles L. 233-7 and L. 233-9 of the
French Commercial Code.
In each disclosure made as provided for above, the
disclosing shareholder must certify that the disclosure
includes all the securities held or owned within the meaning
of the above paragraph. The disclosing shareholder must
also indicate his or her identity and that of the persons
or legal entities acting in concert with the disclosing
shareholder, the total number of shares or voting rights
held directly or indirectly, alone or in concert, the date the
disclosure threshold was crossed and, if applicable, the
information referred to in the third paragraph of Article
L. 233-7 I of the French Commercial Code.
496
Shares held by Directors and offi cers
On 31 December 2022, shares held directly by members
of the Board of Directors or officers represented 0.09% of
the share capital and 0.08% of the voting rights exercisable
in General Meetings. On the same date, with the addition
of the 11.74% of capital and the corresponding 8.40% of
voting rights held in fiduciary trust, 55.05% of the share
capital and 65.33% of the voting rights were controlled
directly or indirectly by these members.
On 28 February 2023, Casino shares held directly by
members of the Board of Directors or officers represented
0.09% of the share capital and 0.08% of the voting rights.
On the same date, with the addition of the 11.74% of
capital and the corresponding 8.15% of voting rights held
in fiduciary trust, 55.05% of the share capital and 66.41%
of the voting rights were controlled directly or indirectly by
these members.
These disclosure requirements will no longer apply in the
event that a single or several shareholder(s) acting jointly
hold more than 50% of the voting rights.
In the event of any failure to disclose information under
these conditions, the portion of shares in excess of what
should have been declared is deprived of the right to
vote in shareholders’ meetings provided, during a given
shareholders’ meeting, the failure to disclose is officially
acknowledged and one or several shareholders jointly
holding at least 5% of the share capital or voting rights
make the request at said meeting. Under the same
conditions, voting rights that have not been properly
declared cannot be exercised. If deprived, a voting right
cannot be exercised at any shareholders’ meeting for two
years as from the date on which the disclosure issues are
remedied.”
Employee share ownership
On 31 December 2022, Group employees held 1,560,122
shares representing 1.44% of the share capital and 1.77%
of the voting rights, of which:
● 1,200,074 shares through employee savings plans and
different mutual funds;
● 360,048 registered shares resulting from free share grants
authorised by shareholders at an Extraordinary General
Meeting held after 6 August 2015 (information disclosed
in application of the Macron Act).
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497
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
To the best of the Company’s knowledge, transactions carried out in the Company’s securities in 2022 and up until
28 February 2023 by officers and persons who were related parties on the transaction date, were as follows:
Date
Shareholder
31 March 2022
31 March 2022
20 April 2022
Franck-Philippe Georgin, General Secretary
and Executive Committee Secretary, permanent
representative of Matignon Diderot, Director
Karine Lenglart, Corporate Development
and Holdings Director
Guillaume Seneclauze, Group Omnichannel
Director
Financial
instrument
Purchase/
sale Number Amount (€)
Shares
Purchase
1,409(1)
17.055(2)
Shares
Purchase
2,958(1)
17.055(2)
Shares
Purchase
1,466(1)
15.800(2)
7 May 2022
Diane Coliche, Executive Director of Monoprix
Shares
Purchase
1,213(1)
16.760(2)
7 May 2022
7 May 2022
Hervé Daudin, Executive Director, Merchandise
and Chairman of Achats Marchandises Casino
Franck-Philippe Georgin, General Secretary
and Executive Committee Secretary, permanent
representative of Matignon Diderot, Director
Shares
Purchase
6,059(1)
16.760(2)
Shares
Purchase
3,787(1)
16.760(2)
7 May 2022
Cécile Guillou, Executive Director of Franprix
Shares
Purchase
2,727(1)
16.760(2)
7 May 2022
Nicolas Joly, Group M&A Project Director
Shares
Purchase
2,272(1)
16.760(2)
7 May 2022
Julien Lagubeau, Chief Operating Officer
Shares
Purchase
7,573(1)
16.760(2)
7 May 2022
David Lubek, Chief Financial Officer
Shares
Purchase
3,787(1)
16.760(2)
7 May 2022
28 July 2022
28 July 2022
31 July 2022
31 December 2022
Tina Schuler, Chief Executive Officer
of Casino Supermarchés, Géant Casino
and Casino Proximités
Didier Levêque, General Secretary of Euris,
permanent representative of Finatis, Director
Odile Muracciole, Legal Director and permanent
representative of Euris, Director
Franck-Philippe Georgin, General Secretary
and Executive Committee Secretary, permanent
representative of Matignon Diderot, Director
Hervé Daudin, Executive Director,
Merchandise Director and Chairman of Achats
Marchandises Casino
Shares
Purchase
7,573(1)
16.760(2)
Shares
Purchase
23,827(1)
12.320(2)
Shares
Purchase
13,700(1)
12.320(2)
Shares
Purchase
1,512(1)
11.520(2)
Shares
Purchase
13,403(1)
9.760(2)
31 December 2022
Nicolas Joly, Group M&A Project Director,
Chairman of Casino Immobilier
Shares
Purchase
3,972(1)
9.760(2)
31 January 2023
David Lubek, Chief Financial Officer
Shares
Purchase
2,383(1)
11.530(2)
(1) Vested shares under free share grant plans.
(2) First quoted share price on the vesting date or, if not quoted, the last known quoted share price on the vesting date.
498
Shares held as collateral
At 31 December 2022, 56,783,634 registered shares were
held as collateral, including:
● 43,988,624 shares held by Rallye and pledged to secure
credit facilities (i.e., 40.57% of Casino’s share capital);
● 9,468,255 shares, formerly pledged to financial institutions
as part of derivative transactions, transferred on 17 July 2020
by fiduciary trust agreement between Rallye and Equitis
Gestion as collateral for financing secured by Rallye from
F. Marc de Lacharrière (Fimalac) (i.e., 8.73% of Casino’s
share capital);
● the transfer of 3,257,384 shares on 10 May 2021 under
the fiduciary trust agreements between Rallye and Equitis
Gestion of (i) 2,540,549 shares, i.e., 2.34% of Casino’s share
capital, to a pool of banks and (ii) 716,835 shares, i.e.,
0.66% of Casino’s share capital, to Fimalac, as collateral
for financing secured by Rallye from, on the one hand, a
pool of banks and, on the other hand, Fimalac.
At 31 December 2022, all Casino shares held by Rallye
(i.e., 40.57% of the Company’s share capital) were pledged
to financial institutions and Fimalac.
Shareholder agreement
To the best of the Company’s knowledge, there are no
shareholder agreements involving the Company’s shares.
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499
CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
7.5. GRANTS OF FREE SHARES, SHARE
PURCHASE OPTIONS AND SHARE
SUBSCRIPTION OPTIONS
For many years, the Group has offered employees
opportunities to own a stake in their Company as part
of a policy to retain and motivate its teams. This strategy,
which was long implemented through share purchase
and subscription options, is now carried out through the
allotment of free shares (“share grants”) and, since 2014,
has essentially aimed to:
● on the one hand, motivate, strengthen the commitment of
and/or loyalty of key managers both in France and abroad.
The share grants are contingent on beneficiaries remaining
with the Company until the end of the vesting period
(three years) and, barring exceptions, on the achievement
of performance conditions evaluated as from 2016 over
a three-year period (the “Key manager plans”).
The criteria for performance share grants (see table below)
through “Key manager plans” are the same as those set
for the Chairman and Chief Executive Officer’s long-term
incentive bonus (LTI) awarded for the same year as set out
in Chapter 6 (section 6.1.2, pages 467 et seq.);
● on the other hand, reward a critical contribution to
the success of strategic and/or particularly complex
operations. The free shares granted in this context reflect
the Company’s decision, in order to strengthen commitment
and loyalty, to grant, in the form of Company shares, a
portion of the exceptional compensation awarded to
the beneficiary for carrying out such a transaction. The
exceptional compensation is generally proportional to
the compensation, involvement and level of contribution
of the employees concerned. The receipt of the portion
of the beneficiary’s bonus awarded in the form of share
grants is therefore deferred and share grants vest on
the sole condition that the beneficiaries remain with
the Company until the vesting date (one to two years).
When the vesting period is less than two years, the shares
are subject to a lock-up period such that the combined
vesting period and lock-up period would represent at
least two years.
In 2022, pursuant to the authorisation given by the
Extraordinary General Meeting of 17 June 2020, and
based on the recommendation of the Appointments and
Compensation Committee, the Board of Directors made a
total of 546,736 free share grants representing 0.50% of
the capital at 31 December 2022, subject to the grantee
still being employed by the Company at the end of the
vesting period and/or the performance conditions being met:
● A total of 318,727 shares (with a maximum of 478,102
shares in the event of over-performance) were granted by
the Board of Directors at its meeting on 10 May 2022,
representing 0.29% (0.44% for the maximum number
of shares in the event of over-performance) of the share
capital at 31 December 2022, under the “Key Manager
Plan” subject to three-year performance conditions. Among
these key managers, 33% are women.
The performance conditions of this plan are strictly aligned
with the performance conditions of the long-term cash
incentive plan granted to the Chairman and Chief Executive
Officer in 2022 (see section 6.1.3. of Chapter 6, page 471);
● A total of 6,798 shares were granted by the Board of
Directors’ meeting on 10 May 2022 and 61,836 shares by
the Board of Directors’ meeting on 15 December 2022,
representing 0.06% of the share capital at
31 December 2022, corresponding to the granting of a
portion of exceptional bonuses awarded to employees in
the form of shares for retention and engagement purposes.
As in previous years, no shares were granted to the Chairman
and Chief Executive Officer, who is not entitled to receive
share grants, in accordance with the authorisation granted
by the Annual General Meeting of 17 June 2020.
See below for information on the share grants.
All outstanding share grant plans exclusively concern existing
shares and do not have a dilutive effect on capital.
500
SHARE GRANTS
Details of the various plans outstanding at 31 December 2022 are provided in the table below, it being specified that
the Chairman and Chief Executive Officer is not entitled to receive share grants and that all share grants concern existing
shares which will be delivered on the vesting date:
Date of
Annual
General
Meeting
Grant date
(Board of
Directors)
Vesting date
Date from which
the vested shares
may be sold
Number of
beneficiaries
15 May 2018
15 May 2018
15 May 2023
16 May 2023
15 May 2018
7 May 2019
7 May 2024
8 May 2024
15 May 2018
27 April 2020
27 April 2023
28 April 2025
15 May 2018
27 April 2020
27 April 2025
28 April 2025
17 June 2020
28 July 2021
28 July 2024
29 July 2026
17 June 2020
28 July 2021
28 July 2026
29 July 2026
17 June 2020
28 July 2021 31 January 2023
29 July 2023
17 June 2020
28 July 2021
30 April 2023
29 July 2023
17 June 2020 15 December 2021
31 July 2023 16 December 2023
17 June 2020
10 May 2022
10 May 2025
11 May 2027
17 June 2020
10 May 2022 28 February 2024
11 May 2024
17 June 2020 15 December 2022 31 August 2024 16 December 2024
TOTAL
3
2
46
2
43
1
3
10
3
40
5
10
Number
of shares
granted
by the
Board of
Directors
7,326
7,809
Number
of grants
outstanding
at the
period-end
Number
of grants
cancelled
3,518
3,808(1)
0
7,809(2)
160,033
64,239
95,794(3)
8,171
0
8,171(3)
231,932
82,075
149,857(4)
3,972
7,049
22,641
9,052
0
0
3,972(4)
7,049(5)
596
22,045(5)
0
9,052(5)
318,727
66,092
252,635(6)
6,798
2,472
4,326(5)
61,836
0
61,836(5)
845,346 218,992
626,354
(1) The share grants are contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of two
performance conditions assessed following a three-year period (2018, 2019 and 2020), each concerning half of the initial grant: TSR compared
to a sample of nine European companies in the Food Retail index and the Group’s average EBITDA/net sales.
(2) The share grants are contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of two
performance conditions assessed over a three-year period (2019, 2020 and 2021), each concerning half of the initial grant: TSR compared to
a sample of nine European companies in the Food Retail index and the Group’s average EBITDAR/net sales.
(3) The share grants are contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of three
performance conditions assessed following a three-year period (2020, 2021 and 2022): (i) the Group’s average EBITDA/net sales, concerning
50% of the initial grant; (ii) growth in TSR compared to a sample of nine European companies in the Food Retail index, concerning 30% of
the initial grant; and (iii) a CSR condition, concerning 20% of the original grant, based on two criteria: gender balance in top management
positions in 2022 in France and environmental protection (CO2 emissions reduction in France by 2022).
(4) The share grants are contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of three
performance conditions assessed following a three-year period (2021, 2022 and 2023), it being specified that a minimum achievement
threshold, a target level and an over-performance level have been set for each criterion, with the corresponding award calculated on a
straight-line basis between the minimum and maximum levels: (i) average growth in EBITDA France, concerning 50% of the initial grant;
(ii) growth in underlying EPS, concerning 30% of the initial grant; and (iii) a CSR condition, concerning 20% of the initial grant, based on two
criteria: gender balance in top management positions in 2023 in France and environmental protection (CO2 emissions reduction in France
by 2023).
Given the potential over-performance level, the number of shares granted by the Board of Directors at its meeting on 28 July 2021 represented
a maximum of 353,864 shares, and the maximum number of grants outstanding, subject to the achievement of the above-mentioned
performance and/or continuing service conditions, represented 230,750 shares at 31 December 2022.
(5) The share grants are contingent only on the beneficiaries remaining with the Company until the vesting date.
(6) The share grants are contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of three
performance conditions assessed following a three-year period (2022, 2023 and 2024), it being specified that a minimum achievement
threshold, a target level and an over-performance level have been set for each criterion, with the corresponding award calculated on a
straight-line basis between the minimum and maximum levels: (i) average growth in EBITDA France, concerning 50% of the initial grant;
(ii) growth in underlying EPS, concerning 30% of the initial grant; and (iii) a CSR condition, concerning 20% of the initial grant, based on two
criteria: gender balance in top management positions in 2024 in France and environmental protection (CO2 emissions reduction in France
by 2024).
Given the potential over-performance level, the number of shares granted by the Board of Directors at its meeting on 10 May 2022 represented
a maximum of 478,102 shares, and the maximum number of grants outstanding, subject to the achievement of the above-mentioned
performance and/or continuing service conditions, represented 378,963 shares at 31 December 2022.
In accordance with the policy applied in prior years, these performance conditions are identical to those of the long-term cash incentive
plan granted to the Chairman and Chief Executive Officer in 2022 (see Chapter 6 for further information about the performance conditions).
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CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Under share grant plans introduced on 20 April 2017, 7 May 2019, 12 December 2019, 27 April 2020, 16 December 2020
and 28 July 2021, shares vested in 2022 as follows:
Date of Annual
General
Meeting
Grant date (Board
of Directors)
Vesting date
Date from which
the vested shares
may be sold
Number of
beneficiaries
Number
of shares
granted
by the
Board of
Directors
Number
of grants
cancelled
Number
of shares
vested in
2022
13 May 2016
20 April 2017
20 April 2022
21 April 2022
2
5,666
1,416
4,250(1)
15 May 2018
7 May 2019
7 May 2022
8 May 2024
57
184,608
126,120 58,488(2)
15 May 2018
12 December 2019 12 December 2022 13 December 2022
15 May 2018
27 April 2020
31 March 2022
28 April 2022
17 June 2020 16 December 2020
31 July 2022 17 December 2022
17 June 2020
28 July 2021 31 December 2022
29 July 2023
17 June 2020
28 July 2021
28 July 2022
29 July 2023
17 June 2020
28 July 2021
28 July 2022
29 July 2023
TOTAL
6
6
8
12
1
4
28,043
25,706
2,337(3)
8,805
14,510
0
8,805(3)
3,023
11,487(3)
38,905
8,143
30,762(3)
152,885
72,533
0 152,885(3)
0
72,533(3)
505,955 164,408 341,547
(1) The share grants were contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of two
performance conditions assessed over a three-year period (2017, 2018 and 2019), each concerning half of the initial grant: TSR compared to
a sample of nine European companies in the Food Retail index and the Group’s average EBITDA/net sales.
(2) The share grants were contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of two
performance conditions assessed over a three-year period (2019, 2020 and 2021), each concerning half of the initial grant: TSR compared to
a sample of nine European companies in the Food Retail index and the Group’s average EBITDAR/net sales.
(3) The share grants were contingent only on the beneficiaries remaining with the Company until the vesting date.
SHARE PURCHASE AND/OR SUBSCRIPTION OPTIONS
No share purchase or subscription options have been granted since 2004.
There were no share purchase and/or subscription plans or Annual General Meeting authorisations that were outstanding
at 31 December 2022.
502
7.6. FINANCIAL REPORTING
The Group 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 Budget Control units prior to publication.
The legal, accounting and CSR units also contribute to
producing the Universal Registration Document and the
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. Sales and
earnings news releases are submitted to the Statutory
Auditors for comment prior to issue.
Financial information is disclosed to the markets through
the following communication channels:
● financial and other media releases;
● conference calls for quarterly releases of sales figures;
● annual and interim results presentations;
● roadshows, conferences, meetings and conference calls
with financial analysts and investors, in France and abroad;
● Annual General Meetings;
● Universal Registration Documents and Annual and
Corporate Social Responsibility Reports;
● the Group’s corporate website.
Group Investor Relations is also involved in checking
and setting the publication timetable for the financial
information prepared by listed subsidiaries and ensures
consistency among the various media produced by the
Group.
7.7. SHAREHOLDERS’ CONSULTATIVE COMMITTEE
In 2016, the Company put in place a Shareholders’
Consultative Committee to facilitate regular and meaningful
dialogue between the Company and the representatives
of its individual shareholders and thereby improve the
Company’s communication with respect to its shareholders.
● four permanent Company representatives (Board Secretary,
Finance department, Investor Relations department).
The Committee is expected to meet at least twice a year.
The last meeting took place on 23 September 2022 and
the Committee will meet again in the first half of 2023.
The Committee has nine members, including:
● five shareholder representatives (two individual shareholders,
a former employee shareholder and two representatives
of an association of individual shareholders), designated
for a two-year term;
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CHAPTER 8 > ADDITIONAL INFORMATION
CHAPTER 8
CHAPTER 2
Additional
Financial and
information
accounting
information
8.1. General information ........................................................ 506
8.2. Factors likely to have an impact
in the event of a public offer ...................................... 513
8.3. Board of Directors’ Internal Rules .......................... 514
8.4. Person responsible for the Universal
Registration Document
and annual financial report........................................526
8.5. Documents incorporated by reference............. 527
8.6. Universal Registration Document –
Cross-reference table ......................................................528
8.7. Annual financial report –
Cross-reference table ..................................................... 530
8.8. Board of Directors’ management
report – Cross-reference table ................................... 531
8.9. Board of Directors’ corporate governance
report – Cross-reference table .................................. 533
504
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CHAPTER 8 > ADDITIONAL INFORMATION
8.1. GENERAL INFORMATION
Legal name
Casino, Guichard-Perrachon
Legal form – Governing law
French joint stock company (société anonyme) with a Board
of Directors governed by Book II of the French Commercial
Code (Code de commerce).
French law.
Registered offi ce, telephone number
and website
1, Cours Antoine Guichard, 42000 Saint-Étienne, France
Telephone +33 (0)4 77 45 31 31
www.groupe-casino.fr/en
Trade and companies registry –
APE code – LEI
Corporate purpose
(Article 3 of the Articles of Association)
The purpose of the Company is to:
● directly or indirectly create and exploit all types of retail
stores selling any types of items or products including,
yet not limited to, food products;
● offer all types of services to said retail stores’ customers
and manufacture any and all goods that may be useful
to their exploitation;
● wholesale all types of goods, either on its own behalf or
on behalf of third parties including, in particular, as a
commission-based service, and offer all types of services
to these third parties;
● and, generally, execute any and all types of commercial,
industrial, real estate, movable property, and financial
transactions related to this purpose or that could potentially
facilitate its successful fulfilment.
It can, in France and abroad, create, acquire, exploit or
commission the exploitation of any trade mark, trade name,
or service mark, and any industrial design rights, patents or
manufacturing processes related to the above-mentioned
purpose.
The Company is registered with the Saint-Étienne Trade
and Companies Registry under No. 554 501 171.
It can invest in or acquire any interests in any French or
foreign businesses or companies, regardless of their purpose.
APE (business identifier) code: 6420Z – Activities of holding
companies.
Legal Entity Identifier (LEI): 969500VHL8F83GBL6L29.
Date of incorporation and expiry
The Company was incorporated on 3 August 1898 (Articles
of Association signed on 1 July 1898). The duration
of the Company was extended by the Extraordinary
General Meeting of 31 October 1941 and will expire on
31 July 2040 unless the Company is wound up before this
date or its term is further extended.
Financial year
The Company’s financial year runs from 1 January to
31 December.
It can take action in any country, either directly or indirectly,
alone or as an association, partnership, group, or company
created with any other persons or companies, and complete,
in any form whatsoever, the transactions related to its
purpose.
Access to legal documents
The Articles of Association, minutes of General Meetings,
Statutory Auditors’ reports and other legal documents are
available for consultation at the Company’s registered office.
506
8.1.1. PROVISIONS OF THE ARTICLES OF ASSOCIATION
CONCERNING THE BOARD OF DIRECTORS AND SENIOR
MANAGEMENT – BOARD OF DIRECTORS’ INTERNAL RULES
Board of Directors
Membership of the Board of Directors
(excerpt from Article 14 of the Articles
of Association)
The Company is managed by a Board of Directors. Subject
to the legal provisions applicable in the event of a merger
with another joint stock company (société anonyme), the
Board of Directors is composed of at least three members
and at most eighteen, appointed by the Ordinary General
Meeting.
Where applicable, the Board includes, in accordance with
the provisions of Article L. 22-10-7 (formerly L. 225-27-1)
of the French Commercial Code, one or two Directors
representing employees, for whom the specific rules are
subject to the legal provisions in force and the Articles of
Association.
Directors’ shares (excerpt from Article 15
of the Articles of Association)
Each Director must own at least one hundred shares held
in registered form.
Duration of office – Age limitation –
Replacement of Directors appointed
by the Ordinary General Meeting (excerpt
from Article 16 of the Articles of Association)
I – Notwithstanding the impact of paragraphs II and III of
this article, the duration of Directors’ offices is three years
expiring at the end of the Ordinary General Meeting set
to approve the financial statements of the past fiscal year
and held in the year in which the office expires.
Once they have reached the end of their term, Directors
are eligible for renewal.
Directors are appointed or their terms of office renewed
pursuant to a decision taken by the Ordinary General
Meeting. Directors’ terms of office are up for renewal on
a rolling basis, in order to ensure that a roughly equal
amount of Directors’ terms of office are renewed each
year. In order to enable the system of rotation to operate,
the Ordinary General Meeting can appoint a Director for
a period of one or two years, on an exceptional basis.
II – No person over the age of seventy (70) can be appointed
as Director or permanent representative of a Director
that is a legal entity, if such appointment would cause
the number of Directors and permanent representatives
of legal entities over said age to be more than one-third
of the total number of Directors serving on the Board.
Should this threshold be exceeded, the oldest Director or
permanent representative of a legal entity is considered
as having resigned at the Ordinary General Meeting held
to approve the financial statements for the financial year
in which the threshold was exceeded.
III – In the event that one or more seats become vacant
as a result of the death or resignation of Directors, the
Board of Directors can appoint temporary Directors
to hold office until the next General Meeting. These
appointments must be approved at the next General
Meeting.
If a Director appointed by the Board of Directors
temporarily as described above is not granted permanent
status by the General Meeting, said Director’s actions and
the Board’s decisions during this temporary appointment
remain valid nonetheless.
Should the number of Directors fall below three, the
remaining members (or, in the event of a lack of members,
a corporate officer appointed by the President of the
Commercial Court at the request of any person concerned)
must immediately call for an Ordinary General Meeting
in order to appoint one or more new Directors for the
purpose of securing the required amount of members and
resuming compliance with applicable legal thresholds.
A Director appointed to replace another Director remains
in office for the remainder of his or her predecessor’s
term of office.
The appointment of a new Board member to be added to
the permanent list of members in office can be decided
only by the General Meeting, which must set the term
of office.
Organisation, meetings and decisions
of the Board of Directors
■ Office of the Board – Chairman
(excerpts from Articles 17 and 20 of the Articles
of Association)
The Board of Directors appoints a Chairman from among
the natural persons sitting on the Board. The Chairman of
the Board organises and chairs Board meetings and reports
to shareholders on the Board’s work at the General Meeting.
He or she is responsible for ensuring that the Company’s
corporate bodies operate correctly and, in particular, that
Directors are able to perform their duties successfully.
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CHAPTER 8 > ADDITIONAL INFORMATION
The Chairman can be appointed for the duration of his or her
directorship, subject to the Board of Directors’ right to strip
him or her of this title, at any time, and to the Chairman’s
right to resign before his or her term expires. The Chairman
is eligible for reappointment. The Chairman’s age cannot
exceed seventy-five (75) years. Exceptionally, in the event
the Chairman reaches the aforementioned age while in
office, he or she will remain Chairman until the end of his
or her term of office.
In the event of the Chairman’s death or temporary incapacity,
the Board of Directors may designate a Director to serve
as Chairman. In the event of temporary incapacity, such
designation is given for a set period, which may be renewed.
In the event of death, the designation is valid until the
election of a new Chairman.
■ Non-Voting Directors
(excerpt from Article 23 of the Articles
of Association)
The Ordinary General Meeting may appoint Non-Voting
Directors, either natural persons or legal entities, from
among the shareholders. The Board of Directors can appoint
Non-Voting Directors to serve on the Board at any time,
provided their office is approved at the next General Meeting.
The number of Non-Voting Directors may not exceed five.
A Non-Voting Director remains in office for three years. His or
her duties expire at the end of the Ordinary General Meeting
set to approve the financial statements of the past fiscal year
and held in the year in which the office expires. Non-Voting
Directors are eligible for reappointment indefinitely, and
can be removed from office at any moment by decision of
the Ordinary General Meeting.
Non-Voting Directors attend Board of Directors’ meetings,
and offer their opinions and observations and take part in
the decision-making process in an advisory capacity.
They may receive compensation, the total amount of which
is determined by the Ordinary General Meeting. This amount
is maintained until a change is decided at a future General
Meeting. This compensation is distributed, at the Board
of Directors’ discretion, among all Non-Voting Directors.
Meetings of the Board of Directors
(excerpt from Article 18 of the Articles
of Association)
The Board meets as often as required in the Company’s
interest and every time said Board deems it appropriate, at
the location indicated in the meeting notification. Meeting
notifications are prepared by the Chairman or by any person
he or she appoints to do so on his or her behalf; if the Board
has not met for more than two months, one-third of the
Directors in office can ask the Chairman to call for a meeting
based on a predetermined agenda. The Chief Executive
Officer can also ask the Chairman to call a Board meeting
to discuss a specific agenda. A Director can grant proxy to
another Director for the purpose of being represented in the
Board of Directors’ decision-making process. (…). A Director
may represent only one other Director.
In order for the Board’s decisions to be considered fully
valid and binding, the attendance of at least half of the
Directors in office is necessary and sufficient. Decisions are
taken based on a majority vote of the members present
and represented. In the event of a split ballot, the Chairman
of the meeting shall have the casting vote. However, in the
event that the Board is composed of less than five members,
decisions can be taken by two Directors in attendance,
provided they are in agreement. Directors may participate
in the deliberations by videoconference or other means of
telecommunication, under the conditions and according to
the terms provided under applicable regulations and the
Board of Directors’ Internal Rules. The Board of Directors
may, at the initiative of the Chairman, adopt by written
consultation decisions falling within its remit in accordance
with Article L. 225-37 of the French Commercial Code,
and any decision to transfer the registered office within
the same county (département).
Powers of the Board of Directors
(excerpt from Article 19 of the Articles
of Association)
The Board of Directors sets the Company’s business
strategy and oversees its implementation, in line with its
corporate interests, taking into consideration the social and
environmental challenges of its business. Subject to powers
expressly granted at shareholders’ meetings and within
the limit of the Company’s corporate purpose, it handles
any matters relating to the Company’s proper functioning
and votes on the matters for which it is responsible. The
Board of Directors carries out the controls and checks it
deems appropriate.
The Board of Directors may, at its own discretion and at any
time, change the Senior Management operation method, it
being specified that this decision does not trigger a change
in the Articles of Association.
The Board can create committees, of which it determines
the composition and responsibilities, in order to assist it in
the completion of its assignments. Said committees, each in
their area of expertise, make suggestions, recommendations,
and issue opinions, based on what is required.
The Board authorises, under applicable legal conditions,
agreements other than those concerning standard
transactions carried out under normal conditions, as
discussed in Article L. 225-38 of the French Commercial
Code, it being specified that it is strictly prohibited for the
company to grant loans, overdrafts, sureties, or guarantees
in favour of the persons referred to in Article L. 225-43 of
said Code.
508
In accordance with the provisions of the last paragraph
of Article L. 225-35 of the French Commercial Code, the
commitment of any sureties, underwritings or guarantees
granted on behalf of the Company are subject to a Board
of Directors’ authorisation. The Board may, however, grant
this authorisation in the aggregate and annually, without
a limit on the amount, to guarantee the commitments
made by the controlled companies within the meaning of
paragraph II of Article L. 233-16 of the French Commercial
Code. It may also authorise the Chief Executive Officer to
grant, in the aggregate and without a limit on the amount,
securities, underwritings or guarantees to secure the
commitments made by controlled companies within the
meaning of paragraph II of said Article, provided that he or
she reports back to the Board at least once a year. The Chief
Executive Officer may also be authorised to grant sureties,
underwritings or guarantees on behalf of the Company
with no limit on the amount, with respect to the tax and
customs authorities.
Subject to any applicable legal restriction, delegations of
power, powers of attorney or duties limited to one or more
predetermined transaction(s) or transaction category(ies)
can be granted or assigned to any persons, be it Directors
or any other persons.
Management structure
Combination of the functions of Chairman of the Board of
Directors and Chief Executive Officer (excerpt from Article 21
of the Articles of Association).
Senior Management
The Senior Management of the company is the responsibility
of either the Chairman of the Board of Directors or another
natural person, not necessarily a Director, appointed by the
Board of Directors and bearing the title of Chief Executive
Officer.
The Chief Executive Officer remains in office for as long as
specified by the Board of Directors. However, the term of
office cannot exceed three years. The Chief Executive Officer
is eligible for reappointment.
The Chief Executive Officer’s age cannot exceed seventy-five
(75) years. However, in the event that the Chief Executive
Officer reaches this age while in office, he or she will remain
in office until the expiration of his or her term of office.
The Board of Directors can remove the Chief Executive
Officer from office at any time. If the removal from office
is carried out without proper justification, it may result in
damages, except when the Chief Executive Officer also
exercises the duties of Chairman of the Board of Directors.
The Chief Executive Officer is vested with the most
extensive powers to act in all circumstances on behalf of
the Company. The Chief Executive Officer exercises his or
her powers within the limits of the Company’s corporate
purpose, subject to those powers the law expressly grants
to shareholders’ meetings and to the Board of Directors.
However, as an internal measure, the Board of Directors
may decide to limit the Chief Executive Officer’s powers(1).
The Chief Executive Officer represents the Company in its
dealings with third parties.
Deputy Chief Executive Officers
On the Chief Executive Officer’s suggestion, the Board of
Directors can appoint one or more natural persons in charge
of assisting the Chief Executive Officer. There cannot be
more than five Deputy Chief Executive Officers.
In agreement with the Chief Executive Officer, the Board
of Directors determines the duration of the Deputy Chief
Executive Officers’ respective terms of office, which cannot
exceed three years and, as an internal measure, the powers
granted to said Deputy Chief Executive Officers. Deputy
Chief Executive Officers are eligible for reappointment.
They are granted the same powers as the Chief Executive
Officer vis-à-vis third parties.
The Deputy Chief Executive Officer’s age cannot exceed
seventy (70) years. However, in the event that the Deputy
Chief Executive Officer reaches this age while in office, he
or she will remain in office until the expiration of his or her
term of office.
The Board of Directors can remove a Deputy Chief Executive
Officer from office at any time, on the Chief Executive
Officer’s recommendation. If the removal from office is
carried out without proper justification, it may result in
damages.
The Chairman, if also exercising the duties of Chief Executive
Officer, the Chief Executive Officer or each of the Deputy
Chief Executive Officers may delegate their powers to
carry out one or several specific transactions or categories
of transaction.
Board of Directors’ Internal Rules
The Board of Directors has established the Board of Directors’
Internal Rules describing its rules of procedure, which add
to the related provisions of the law and the Company’s
Articles of Association.
The Internal Rules describe 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(2).
The Internal Rules were last updated on 3 November 2021
(see pages 514 et seq.).
(1) See Chapter 5 “Corporate Governance Report” for a description of the restrictions on Senior Management’s powers.
(2) See Chapter 5 “Corporate Governance Report” 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.
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509
CHAPTER 8 > ADDITIONAL INFORMATION
8.1.2. ALLOCATION OF NET PROFIT (EXCERPTS FROM ARTICLES 33
AND 34 OF THE ARTICLES OF ASSOCIATION)
The income statement breaks down the revenues and
charges of the fiscal year. After deducting amortisation
and provisions, it shows the profit or loss of the fiscal year.
Subject to a Board of Directors’ proposal and a General
Meeting decision, sums allocated to reserves can later be
either distributed or capitalised.
In addition, the General Meeting can decide to distribute
sums deducted from the reserves at its disposal. In that
case, the decision clearly states which reserve(s) said sums
are being deducted from.
The total or partial amortisation of the shares triggers a
corresponding loss of the right to the first dividend and
the right to redeem the par value of the share.
The Ordinary General Meeting can determine the distribution
of profits or reserves based on the number of transferable
securities comprising the Company’s assets which may
require shareholders to form groups to obtain a whole
number of securities distributed.
Any dividends that have not been received within five years
from the date on which they were paid out are allocated
in accordance with legal provisions.
From this profit, net of any losses carried forward, as the
case may be, at least 5% is first withheld to constitute the
legal reserve, until such time as it has reached a sum equal
to one-tenth of the share capital and whenever, for any
reason whatsoever, the total drops below this threshold,
and any sums to be allocated to reserves are also withheld
as required by law.
The necessary sum is withheld from the profit calculated
as described above, plus any retained earnings, in order to
provide a first dividend pay-out of 5% interest per year on
the amount paid for the shares, it being specified that, if
in a given fiscal year profits are not high enough to make
this payment, amounts cannot be withheld from profits
expected in future fiscal years.
The surplus is available to the General Meeting for
distribution to all shares.
However, the Annual General Meeting can decide, as
suggested by the Board of Directors, provided the legal
reserve is filled and the 5% interest on the nominal value
of the shares has been paid out but before any other
distributions, to withhold amounts it deems useful to
allocate to any non-mandatory, ordinary or exceptional
reserves, with or without a specific allocation.
510
8.1.3. GENERAL MEETINGS
Notice of Meeting, participation
(excerpts from Articles 25 and 27
of the Articles of Association)
Voting rights (double voting rights)
(excerpt from Article 28-III
of the Articles of Association)
General Meetings are summoned under the conditions
required by law.
The right to participate in General Meetings is subject to
the registration of the shares in a securities account held in
the name of the shareholder or of the third party registered
on the shareholder’s behalf provided the latter resides
outside France, within the time frame set forth under Article
R. 22-10-28 (formerly R. 225-85) of the French Commercial
Code. This securities account registration is made either in
the registered securities accounts managed by the Company
or its authorised agent, or in the bearer securities accounts
managed by an authorised intermediary. The registration
of securities in the bearer securities accounts managed
by an authorised intermediary is reported in a statement
of equity delivered by the latter electronically, as the case
may be, in the appendix to the form for voting by mail or
by proxy, or for requesting an admission card, as applicable,
filled out in the name of the shareholder or on behalf of the
shareholder represented by the registered intermediary.
A statement is also issued to shareholders who wish to
attend the General Meeting in person and who have not
received an admission card within the time frame provided
for under the terms of Article R. 22-10-28 (formerly
R. 225-85) of the French Commercial Code.
Meetings are held in the city in which the registered
headquarters are established or at any other location in
France, as specified in the Notice of Meeting.
All shareholders may participate in the General Meeting,
regardless of the number of shares they hold.
Every shareholder holds as many votes as the shares he
or she holds or represents, without limitation, with the
only exception of the cases provided for by law or in these
Articles of Association.
However, a double voting right is assigned, under applicable
legal conditions, to all fully paid-up shares effectively held
in registered form in the name of the same shareholder
for at least four years, as well as, in the event of a share
capital increase via capitalisation of reserves, profits, or
issue premiums, to those registered shares granted free of
charge to a shareholder in connection with old shares for
which he or she is entitled to this right.
The double voting right is forfeited ipso jure for any share
that was converted to bearer form or that was subject to
a transfer of ownership except in the event of a transfer in
which the shares remain in registered form, pursuant to the
terms of Article L. 225-124 of the French Commercial Code.
The vote or proxy issued by an intermediary that has either
not declared itself as an intermediary registered as a holder
of securities on behalf of third parties not domiciled in
France, or has not disclosed the identity of the owners
of the shares for which it is a registered intermediary, in
accordance with regulations in force, will not be counted.
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CHAPTER 8 > ADDITIONAL INFORMATION
8.1.4. IDENTIFICATION OF SHAREHOLDERS
(ARTICLE 11-I OF THE ARTICLES OF ASSOCIATION)
The Company or its agent may, under applicable legal and
regulatory conditions, ask the main custodian of financial
instruments at any time, directly or through one or more
intermediaries in accordance with Article L. 211-3 of the
French Monetary and Financial Code, for the name or, if it is
a legal entity, the corporate name, the nationality, the year
of birth or, if it is a legal entity, the year of incorporation, the
postal and, if necessary, the email address of the holders
of bearer shares granting immediate or future access to
a voting right at shareholders’ meetings, the number of
securities each of them holds and, as the case may be,
the restrictions attached to these securities, as well as any
other information provided for by the applicable legal and
regulatory provisions.
When a financial institution identifies, in the list it is
responsible for drawing up, following a request referred to
in the first paragraph above, an intermediary mentioned
in the seventh paragraph of Article L. 228-1 of the French
Commercial Code registered on behalf of one or more
third-party shareholders, it will forward this request to him or
her, unless the Company or its agent expressly objects at the
time of the request. Said registered intermediary is required
to forward the information to the financial institution, which
is responsible for disclosing it, as the case may be, to the
Company, its agent or the main custodian. If the identity
of the securities owner(s) cannot be disclosed, the vote or
the power issued by the registered account intermediary
will not be taken into account.
Lastly, the Company has the right to ask any legal entity
holding more than 2.5% of the share capital or voting rights
to reveal the identity of the persons directly or indirectly
holding more than one-third of the share capital of said legal
entity or of the voting rights cast at this entity’s shareholders’
meetings. Failure to disclose this information on the part of
the holders of these securities or holders of the requested
information may, under applicable legal conditions, lead to
the suspension or even the deprivation of their right to vote
and their right to the payment of the dividend attached
to shares or to the securities granting immediate or future
access to the share capital and for which these persons
have been registered in an account.
Statutory disclosure thresholds
(Article 11-II of the Articles of Association)
In addition to compliance with the legal obligation to
disclose holding certain fractions of the share capital and
any attached voting rights, any natural person or legal
entity – including any intermediary registered as the holder
of securities for persons not domiciled on the French territory
– who, either alone or jointly with other natural persons or
legal entities, come to hold or to stop holding, in any way
whatsoever, a fraction equal to 1% of the voting rights or
share capital or a multiple of this fraction, must notify the
Company, by registered letter with acknowledgement of
receipt sent within five trading days of effectively crossing
one of these thresholds. It must declare the total number
of shares and total number of voting rights it holds.
For the determination of these thresholds, account is taken
of shares that are assimilated with the shares already owned
and the associated voting rights, in accordance with the
provisions of Articles L. 233-7 and L. 233-9 of the French
Commercial Code.
In each disclosure made as provided for above, the disclosing
shareholder must certify that the disclosure includes all the
securities held or owned within the meaning of the above
paragraph. The disclosing shareholder must also indicate
his or her identity and that of the persons or legal entities
acting in concert with the disclosing shareholder, the total
number of shares or voting rights held directly or indirectly,
alone or in concert, the date and reason for the disclosure
threshold being crossed and, if applicable, the information
referred to in the third paragraph of Article L. 233-7 of the
French Commercial Code.
These disclosure requirements will no longer apply in the
event that a single or several shareholder(s) acting jointly
hold more than 50% of the voting rights.
In the event of any failure to disclose information under
these conditions, the portion of shares in excess of what
should have been declared are deprived of the right to
vote in shareholders’ meetings provided, during a given
shareholders’ meeting, the failure to disclose is officially
acknowledged and one or several shareholders jointly
holding at least 5% of the share capital or voting rights make
the request at said meeting. Under the same conditions,
voting rights that have not been properly declared cannot
be exercised. If deprived, a voting right cannot be exercised
at any shareholders’ meeting for two years as from the date
on which the disclosure issues are remedied.
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8.2. FACTORS LIKELY TO HAVE AN IMPACT
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 is provided on
pages 490 et seq.
The Articles of Association contain no restrictions on voting
rights or the transfer of shares. There are (i) no agreements
known to the Company by virtue of Article L. 233-11 of
the French Commercial Code that provide for pre-emptive
rights with respect to the sale or purchase of the Company’s
shares and (ii) no known shareholders’ agreements that
could result in restrictions on the transfer of shares and
exercise of voting rights, with the exception of those rights
attached to Casino shares placed in fiduciary trusts by
Rallye as referred to on page 499 of the 2022 Universal
Registration Document under “Shares held as collateral”.
The Company has not issued any securities conferring special
control rights. There are no control mechanisms set out in
any employee share schemes where the control 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 507 et seq.
The powers of the Board of Directors are described on
pages 413 and 508. The Board’s powers to issue and buy
back shares are described on pages 491 and 492, and
page 486, respectively.
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 page 381 (“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.
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CHAPTER 8 > ADDITIONAL INFORMATION
8.3. BOARD OF DIRECTORS’ INTERNAL RULES
The Board of Directors has decided to codify and, where
appropriate, clarify and supplement, the applicable legal,
regulatory and statutory provisions governing its operations.
For this purpose, the Board has established the Board
of Directors’ internal rules (hereinafter the “Internal
Rules”), which can also include of all the principles and
recommendations set forth in the Afep-Medef Corporate
Governance Code (hereinafter the “Afep-Medef Code”) and
the Application Guide published by the High Committee
on Corporate Governance (Haut Comité de Gouvernement
d’Entreprise).
The Board of Directors is also responsible for taking the
necessary steps to enforce the Internal Rules. As such,
these Internal Rules describe, on the one hand, the Board’s
organisational methods and operations, the powers and
duties of the Board and its Committees and, on the other
hand, the code of conduct applicable to the Board’s
members.
I. ORGANISATION AND OPERATION
OF THE BOARD OF DIRECTORS
Article 1. Election of Directors
Directors are elected, or their terms of office renewed, for
three-year periods. They are eligible to stand for re-election
on expiry of their term. A portion of the Board’s members
are re-elected every year.
Recommendations of candidates for election are first
reviewed by the Appointments and Compensation
Committee (see Article 9 “Technical Committees of the
Board – General provisions” and Article 11 “Appointments
and Compensation Committee” below).
Directors must be selected based on their ability, the diversity
of their experience, their desire to help develop the Group,
as well as the contribution they can make to the Board of
Directors’ efforts.
If, from one General Meeting to the next, one or more seats
on the Board should become vacant due to the death or
resignation of a Director, the Board of Directors may elect
temporary Directors. Such appointments are subject to the
shareholders’ ratification at the next General Meeting. A
Director appointed to replace an outgoing Director serves
for the remainder of his or her predecessor’s term.
No person over the age of seventy (70) may be elected as
Director or serve as permanent representative of a legal
entity, if such election would cause the number of Directors
and permanent representatives of legal entities over said
age serving on the Board to rise to above one-third of all
Directors. Should this threshold be exceeded, the oldest
Director or permanent representative of a legal entity is
considered as having resigned at the Ordinary General
Meeting held to approve the financial statements for the
financial year in which the threshold was exceeded.
The Board of Directors seeks to apply the guiding principles
of the Afep-Medef Code to its membership and, in particular,
to its gender balance and number of Independent Directors,
in accordance with the terms and criteria suggested, in
particular, in the Afep-Medef Code.
The appointment of Directors representing employees
is carried out according to the terms and conditions set
forth in the French Commercial Code and the Company’s
Articles of Association.
Article 2. Meetings and Decisions
of the Board of Directors
The Board of Directors meets as often as necessary to
protect the interests of the Company and whenever it is
deemed appropriate.
Meetings are called by the Chairman or in the Chairman’s
name by any person designated by him or her. If the Board
has not met in more than two months, at least one-third
of the Directors may ask the Chairman to call a meeting to
discuss a specific agenda. The Chief Executive Officer can
also ask the Chairman to call a Board meeting to discuss
a specific agenda.
Meetings are held at the venue specified in the notice of
meeting.
Directors may choose another Director as their proxy to
represent them at Board meetings. A proxy may be granted
by any means, as long as there is a clear indication of the
Director’s desire to be represented. Each member can only
be represented by one other member.
The above paragraph’s provisions also apply to the
permanent representatives of a legal entity.
514
A quorum of at least half the Directors is required for the
meeting to transact business validly. Decisions are made
by majority vote of the members present in person or
represented. In the event of a tie vote, the Chairman of the
meeting casts the deciding vote.
In accordance with the legal and regulatory provisions,
the Chairman of the Board of Directors may authorise
the members of the Board to attend meetings via
videoconference or other means of telecommunication.
Said videoconference or other means of telecommunication
must, at least, transmit the participant’s voice and meet
the technical requirements to ensure identification of the
Director(s) in question and to guarantee their effective
participation in the Board meeting through a continuous
live broadcast.
In case of doubt or poor reception, the Chairman of the
meeting may decide to continue the meeting’s proceedings
without taking into account, in the calculation of the
meeting’s quorum and majority, a person whose voice can
no longer be identified with sufficient security, provided
the quorum is still met with the remaining Directors
present. The Chairman may also decide to remove said
Director’s name from the meeting’s attendance register if
the videoconference or other means of telecommunication
experiences a technical malfunction during the meeting
and can no longer ensure the complete confidentiality of
the proceedings.
Directors taking part in Board meetings via videoconference
or telecommunication are deemed present for the
purposes of calculating the quorum and majority, except
for the approval of the annual financial statements, the
consolidated financial statements, and the management
report related thereto.
Furthermore, the Chairman may allow a Director to take part
in meetings via any other means of telecommunication. In
this case, however, the Director concerned is not deemed
present for the purpose of calculating the quorum and
majority.
The Board of Directors may also invite non-members of
the Board to attend its meetings, in a consultative capacity
only, including via videoconference or telecommunication.
An attendance register is drawn up and signed by those
Directors attending the Board meeting.
By signing the attendance register, the Chairman of the
meeting certifies the presence of the Directors attending
a meeting via videoconference or telecommunication.
In accordance with legal and regulatory provisions, at the
initiative of the Chairman, the Board of Directors may adopt
the following decisions through written consultation: (i) the
temporary appointment of members of the Board should
a seat become vacant or when the proportion of Directors
of either gender falls below 40%; (ii) the authorisation of
sureties, underwritings and guarantees granted by the
Company; (iii) bringing the Articles of Association into
compliance with legal and regulatory provisions upon
delegation by the Extraordinary General Meeting; (iv) the
notification of the General Meeting; (v) the transfer of the
registered office within the same county (département);
and, (vi) more generally, any decision expressly provided for
in the applicable legal and regulatory provisions. Written
consultation with the Directors may be carried out by email.
In this case, each Director is provided with the text of the
proposed decisions and all the documents needed to ensure
the Directors are informed. Directors must cast their vote
under the terms and conditions and within the time frame
indicated in the consultation. Any Director that does not
send his or her written response to the consultation to the
Chairman of the Board of Directors within the applicable
time frame is deemed not to have participated in the
decision. Any decision made by written consultation is only
valid if at least half of the members of the Board of Directors
participate in the decision by sending a written response.
The majority rules described in paragraph 6 above apply
to decisions made by written consultation.
During the response period, Directors may send written
questions to the Chairman of the Board of Directors, which
will be answered.
Article 3. Board meeting minutes
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 before said meeting.
The minutes must indicate whether or not videoconference
or other means of telecommunication were used, and list
those Directors who participated by those means, and, in
this respect, mention any technical incidents that may have
occurred during the meeting.
Decisions taken by the Board of Directors following written
consultations are recorded in minutes signed by the
Chairman of the Board of Directors.
The Chairman of the Board, the Chief Executive Officer, a
Deputy Chief Executive Officer, the Director temporarily
acting as Chairman, the Secretary of the Board, or a duly
empowered representative can validly certify copies or
excerpts of meeting minutes.
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CHAPTER 8 > ADDITIONAL INFORMATION
Article 4. Compensation of the Board
of Directors’ Members
The Board of Directors can receive an aggregate amount
of annual compensation, determined by shareholders at
the General Meeting.
The total amount of compensation thus allocated by
shareholders at the General Meeting pursuant to Article 22-II
of the Articles of Association, is distributed by the Board
of Directors, based on the proposal or recommendation of
the Appointments and Compensation Committee, under
the conditions set forth by law, in accordance with the
following terms and conditions:
● a fixed amount allocated to each Director;
● a variable amount, which must be higher than the fixed
amount, based on effective attendance at Board meetings;
● any member of the Board of Directors can also receive
additional compensation based on his or her specific
experience or the specific tasks the Board assigns to
him or her.
The Board of Directors sets, as the case may be, the amount
of any other compensation payable to the Chairman and
Vice-Chairman or Chairmen of the Board of Directors. It
may also allocate exceptional compensation for special
assignments or duties entrusted to its members.
Members of the Board of Directors can be reimbursed for
any reasonable expenses incurred while performing their
duties, insofar as they provide the supporting documents.
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 Director’s compensation, with the possibility of
using said compensation to acquire such shares (calculated
based on the Director’s basic individual compensation and
the weighted average price of the Company’s shares for
the previous year). Each Director has one (1) year from the
date of his or her election or re-election to increase his or
her shareholding to this minimum level. Directors’ Casino
shares must be held in direct registered or administered
registered form in accordance with the conditions set forth
by the laws and regulations in force. These provisions do
not apply to Directors representing employees.
II. AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS
A – Powers vested in the Board of Directors
In particular, the Board of Directors reviews and approves
the annual and interim financial statements of the Company
and the Group, as well as the reports on the operations
and results of the Company and its subsidiaries. It also
approves budgets and forecasts. It deliberates annually on
the Company’s policy on professional and wage equality
in the workplace. It prepares the report on corporate
governance pursuant to Article L. 225-37 of the French
Commercial Code and, particularly, the compensation policy
for corporate officers pursuant to Article L. 22-10-8 of the
French Commercial Code which is presented in such report.
It summons General Meetings and can, upon delegation,
carry out securities issues.
Article 5. Duties and powers
of the Board of Directors
The Board of Directors performs the duties entrusted to it
pursuant to the provisions of Article L. 225-35 of the French
Commercial Code.
The Board of Directors also decides how Senior Management
authority should be exercised, either by the Chairman of
the Board, or by a natural person, who may, but need not
be, a Director, appointed by the Board and having the title
of Chief Executive Officer.
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 the right to obtain and have disclosed to
it information and can rely on the assistance of specialised
Board Committees.
It ensures that shareholders and investors receive relevant,
balanced, and instructive information on the Company’s
strategy, development model, and the non-financial
challenges it deems significant, as well as on its long-term
prospects. Its role is to create value for the Company over
the long term.
516
B – Matters requiring the Board of Directors’
prior authorisation
In addition to the prior authorisations expressly required
by law regarding sureties, collateral, or guarantees in the
name of the Company and the related-party agreements
subject to Article L. 225-38 of the French Commercial
Code, 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 value (see
Article 8 “Senior Management” below).
Accordingly, the Board’s authorisation is required for all
transactions that could potentially affect the strategy
of the Company and its subsidiaries, their financial
structure or scope of business and, in particular, for the
execution or termination of commercial agreements that
could, potentially, significantly impact the Group’s future
development, or that individually exceed €500 million
in value.
In this respect, the Board has also granted certain annual
general delegations of authority (see Article 8 “Senior
Management” below).
Article 6. Right to obtain
and receive information
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 perform their duties.
Prior to each Board meeting, members of the Board of
Directors receive all the information they require to study
the items on the agenda before they are discussed at
the meeting, provided such information is available and
sufficiently comprehensive.
The Board is kept regularly informed and regularly reviews
trends in the Group’s business and results, its key risks, such
as financial, operational, social and environmental risks, its
risk management policies, its financial position, its cash
position, as well as any significant Company events and
transactions.
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, in particular, revenues and changes in income;
● 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 once every six months.
Board members also receive information on changes in the
market, the competitive environment and key challenges,
including information relative to the Company’s corporate
social and environmental responsibility.
Directors can request meetings with the Group’s key
executives, including in the absence of executive corporate
officers, provided the latter received prior notification of
said meetings.
Between Board meetings, Directors are sent all important
information concerning the Company and, in particular,
any document sent by the Company to its shareholders.
Article 7. Chairman of the Board
of Directors
The Chairman of the Board organises and chairs Board
meetings and reports to shareholders on the Board’s work
at the General Meeting. He or she is responsible for ensuring
that the Company’s corporate bodies operate correctly
and, in particular, that Directors are able to perform their
duties successfully.
The Chairman is elected for a period that cannot exceed
his or her term of office as Director. If, while in office, the
Chairman reaches the age limit specified in the Articles of
Association, he or she remains in office until the end of his
or her current term.
In the event of the Chairman’s death or temporary incapacity,
the Board of Directors may designate a Director to serve
as Chairman. In the event of temporary incapacity, such
designation is given for a set period, which may be renewed.
In the event of death, the designation is valid until the
election of a new Chairman.
Article 8. Senior Management
Pursuant to the terms of Article L. 225-56 of the French
Commercial Code, the Chief Executive Officer has full
powers to act in all circumstances in the name of the
Company. He or she exercises said powers within the limits
of the Company’s corporate purpose and except for those
powers which are specifically vested, by law, in shareholders’
meetings and the Board of Directors. The Chief Executive
Officer represents the Company in its dealings with third
parties.
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:
● transactions that could potentially affect the strategy
of the Company and its controlled subsidiaries, their
financial structure or scope of business, particularly the
execution or termination of industrial and commercial
agreements that could significantly impact the Group’s
future development;
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CHAPTER 8 > ADDITIONAL INFORMATION
● transactions valued individually at 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,
- contributions or exchanges of assets, with or without
additional compensation, concerning goods, rights or
securities,
- acquisitions of real property or property rights,
- purchases or sales of receivables, acquisitions or
divestments of business goodwill or other intangible
assets,
- issues of securities by directly or indirectly controlled
companies,
- issues or acceptances of loans, borrowings, credit facilities
or short-term advances,
● Issuance of bonds and other debt securities
The Chief Executive Officer may issue bonds or any debt
securities other than commercial paper, including under the
Euro Medium Term Note (EMTN) programme or otherwise,
subject to a ceiling of €3.5 billion, determine the terms
and conditions of any such issue and carry out all related
market transactions.
He or she may also issue commercial paper subject to a
ceiling of €2 billion.
● Repurchase of debt securities
The Chairman and Chief Executive Officer is authorised
to repurchase debt securities issued by the Company in
an annual nominal amount of €1 billion and determine
the terms and conditions thereof.
- settlements or arbitration agreements, in the event of
● Sureties and security interests given by Casino concerning
a dispute,
- disposals of real property or property rights,
- full or partial divestments of equity interests,
- constitution of collateral and guarantees.
As an exception to the above rules, the Chief Executive Officer
may, on an exceptional basis and after obtaining the opinion
of the Audit Committee, carry out any transaction valued at
no more than 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.
These provisions apply to transactions carried out directly
by the Company and by all entities the Company directly
or indirectly controls, 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 by
the Board of Directors:
● Sureties, collateral, and guarantees
The Chief Executive Officer may grant liens or security
interests, collateral, or guarantees to third parties in the
Company’s name, subject to a maximum annual limit
of €1.5 billion and a maximum limit per commitment
of €500 million.
● Loans, confirmed credit lines, short-term working capital
advance facilities, and all loan and credit 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 €3.5 billion and a maximum
limit per transaction of €500 million.
To cover seasonal needs, the Chairman and Chief Executive
Officer may also negotiate, implement, roll over and extend
short-term advances up to a maximum amount of €1 billion.
all of Casino Finance’s commitments
The Chief Executive Officer may secure the performance
of commitments made by Casino Finance in the name of
Casino, Guichard-Perrachon and third parties, by any means
(grants of security interests, collateral, and guarantees,
including first demand guarantees) in respect of:
- bond issues, including those as part of an EMTN
programme subject to a maximum amount currently
capped at €9 billion, and/or commercial paper, and/or
short-term debt securities, as well as loans, confirmed
credit lines, financings and short-term advance facility
agreements, within the limit of the same specific caps
per transaction and per year as fixed above for annual
authorisations of the aforementioned items;
- amounts due in respect of foreign exchange transactions
and derivative instruments associated with an ISDA or
FBF Master Agreement entered into by Casino Finance,
subject to a ceiling of €100 million per bank and within
the limit of a total of €1.2 billion.
This authorisation is separate from the specific annual
authorisations granted above and its use is not included
in the per transaction and per year ceilings set for such
authorisations.
The Chief Executive Officer may delegate all or some of
these powers, except the power to issue bonds or other
debt securities. He or she is required to report regularly to
the Board of Directors on their use.
These authorisations apply to transactions involving the
Company and all entities controlled directly or indirectly
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, while in office, the Chief Executive Officer reaches the
age limit specified in the Articles of Association, he or she
remains in office until the end of his or her current term.
518
In the case of the temporary inability to act of the Chief
Executive Officer, the Board of Directors appoints an acting
Chief Executive Officer until such time as the Chief Executive
Officer is able to resume exercising his or her duties.
At the Chief Executive Officer’s proposal, the Board of
Directors may appoint one or more natural persons in charge
of assisting the Chief Executive Officer. Such natural persons
are assigned the title of Deputy Chief Executive Officer.
The Board of Directors cannot appoint more than five
Deputy Chief Executive Officers.
In agreement with the Chief Executive Officer, the Board of
Directors determines the scope and duration of the powers
to be vested in the Deputy Chief Executive Officers. They
have the same powers as the Chief Executive Officer in
dealings with third parties.
The Chairman, if also exercising the duties of Chief Executive
Officer, the Chief Executive Officer or each of the Deputy
Chief Executive Officers may delegate their powers to
carry out one or several specific transactions or categories
of transaction.
III. COMMITTEES
Article 9. Technical Committees
of the Board – General Provisions
Under the terms of Article 19-III of the Company’s Articles of
Association, the Board of Directors may establish one or more
specialised Committees. It is responsible for appointing said
Committees’ members and specifying their respective roles
and responsibilities, which said members exercise under
its authority. The Board of Directors may not delegate any
powers to these Committees 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.
Each Committee has at least three members who must
be Directors, permanent representatives of legal entities or
Non-Voting Directors, appointed by the Board. Members
are appointed on an entirely personal basis and may not
be represented by proxy.
The Board of Directors sets the terms of office of Committee
members. Said terms of office can be renewed.
The Board of Directors appoints a Chairman within each
Committee for a term of office not to exceed three years,
save for any special circumstances.
Each Committee decides how often it will meet and may
also decide, insofar as may be required, to invite any person
of its choice to its 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. Once approved by the Committee,
they are also available to all Board 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 Board of Directors’ report on corporate governance.
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 are paid specific fees allocated by
the Board of Directors based on the recommendation of
the Appointments and Compensation Committee, under
the conditions set forth by law.
The Board of Directors currently relies on three committees
for assistance: the Audit Committee, the Appointments
and Compensation Committee, and the Governance and
Social Responsibility Committee.
Each Committee has its own organisational and operational
charter, which is approved by the Board of Directors.
Article 10. Audit Committee
10.1. Membership – Organisation
The Audit Committee has at least three members, two-thirds
of whom are independent within the meaning of the criteria
set out in the Afep-Medef Code. The members are appointed
by the Board of Directors from among those members with
finance and management experience. Company executives
may not be members of the Committee.
The Committee meets at least four times per year at
the initiative of its Chairman, who may also arrange any
additional meetings, as required. If a member of the
Committee is unable to attend a meeting in person, he or
she may participate via any means of telecommunication.
The Chairman, or any Committee member to whom
authority has been delegated for that purpose, draws up an
agenda and sends it to each Committee member before
the meeting.
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CHAPTER 8 > ADDITIONAL INFORMATION
The Audit Committee may meet with any person involved
in the operational management of the Company and its
subsidiaries, in particular, including when members of
Senior Management are not present. It may call upon any
outside consultant or expert it deems appropriate to assist
in its duties. The Audit Committee may also arrange, insofar
as may be required, specific meetings with the Statutory
Auditors and executives of the Company and its subsidiaries.
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, functioning, expertise
and responsibilities.
10.2. Role and duties of the Audit Committee
In accordance with the provisions of Article L. 823-19 of
the French Commercial Code, the Audit Committee, acting
under the authority of the Board of Directors, is responsible
for following up on issues pertaining to the preparation and
auditing of accounting and financial information. Company
executives may not be members of the Audit Committee.
■ 10.2.1. Review of the accounts
and the financial statements
The Audit Committee is responsible for assisting the Board
of Directors in reviewing and approving the annual and
interim financial statements.
As part of its role of supervising the process for preparing
accounting and financial information, the Audit Committee
reviews the Company’s and the Group’s annual and interim
financial statements, together with the accompanying
reports, before they are approved by the Board of Directors.
It ensures that the financial statements are consistent
with the other information available to it and assesses the
appropriateness of the accounting policies applied and
their compliance with the accounting standards in force.
As part of its role of supervising the process for preparing
financial information, it provides recommendations, where
applicable, to guarantee the integrity of that information.
The Committee reviews the procedures for approving the
financial statements and the nature, scope and outcome
of the work undertaken by the Statutory Auditors for the
Company and its subsidiaries.
In this respect, the Audit Committee holds discussions with
the Statutory Auditors, including, if it so wishes, without the
Company’s representatives being present, and reviews their
audit reports and conclusions.
■ 10.2.2. Statutory Auditors
The Audit Committee organises the procedure for selecting
the Company’s Statutory Auditors and receives information
on the selection procedures implemented by the Group’s
subsidiaries. As such, the Committee reviews and makes
a recommendation on the candidates to be presented for
appointment or re-appointment at the General Meeting,
which is sent to the Board of Directors and prepared in
accordance with applicable regulations.
The Audit Committee ensures that the Statutory Auditors,
with which it liaises on a regular basis, comply with the
independence conditions defined in the applicable
regulations. In particular, it reviews their relationships with
the Company and its subsidiaries and provides an opinion
on their fees.
The Audit Committee approves services other than the
audit of the financial statements that may be provided
by the Statutory Auditors or members of their network in
accordance with the applicable regulations. It defines the
approval procedure for such services in accordance with
the conditions set forth by the relevant authorities, where
applicable.
It monitors the progress of the Statutory Auditors’ work.
The Audit Committee reports to the Board of Directors
on the results of the audit engagement, the way in which
this engagement contributed to improving the soundness
of the financial information, and the role the Committee
played throughout this process.
■ 10.2.3. Monitoring of the effectiveness of internal
control and risk management systems
The Audit Committee monitors the effectiveness of the
internal control and risk management systems, as well as
the effectiveness of internal auditing, if applicable, regarding
procedures applicable to the preparation and processing of
accounting and financial information, while ensuring that
its independence is not called into question. It examines
the Company’s exposure to financial and non-financial risks.
With respect to non-financial risks, it may draw on the work
of the Governance and Social Responsibility Committee.
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.
The Committee is also responsible for examining any
transactions or any facts or events that may have a significant
impact on the position of Casino, Guichard-Perrachon or its
subsidiaries in terms of commitments and/or risks. It ensures
that the Company and its subsidiaries have internal audit,
accounting and legal teams that are able to anticipate and
protect against risks and anomalies in the management
of the Group’s business.
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■ 10.2.4. Prior review of related-party agreements
The Board of Directors of Casino, Guichard-Perrachon has
introduced a specific internal procedure that requires the
prior review by the Audit Committee of agreements or
transactions between Casino, Guichard-Perrachon or any
of its wholly owned subsidiaries (“Subsidiary”)(1) on the one
hand, and a related party on the other. The procedure is
triggered whenever the maximum individual or aggregate
amount of such agreements and/or transactions with the
same related party exceeds, during a given financial year,
(i) €10 million per transaction and, beyond the aggregate
€10 million threshold, (ii) in €1 million increments for all
further transactions.
Related parties are:
(i) any company that is exclusively or jointly controlled,
whether directly or indirectly, excluding Subsidiaries;
(ii) any company accounted for by the equity method in
the consolidated financial statements;
(iii) any company that directly or indirectly controls Casino,
Guichard-Perrachon.
However, the procedure does not apply to related-party
agreements and transactions that concern, in particular,
routine business transactions carried out in the ordinary
course of the Group’s business (for example, purchases/
sales of goods, leasing of commercial space and franchise
or affiliation agreements) or the issue of a guarantee or
a payment for a guarantee unless the payment does not
follow the standard operating procedure in place within
the Group.
This prior review is governed by a specific charter prepared
by the Audit Committee and approved by the Board of
Directors.
In accordance with the policy for identifying and reviewing
arm’s length agreements adopted by the Board of Directors
and governed by a specific charter prepared by the Audit
Committee and approved by the Board of Directors, the
Audit Committee reviews those agreements qualified as at
arm’s length and reports thereon to the Board of Directors
on a yearly basis. Every year, the Audit Committee also
determines whether the policy for identifying and reviewing
arm’s length agreements in force remains appropriate to
the Company’s needs and proposes any necessary changes
to the Board of Directors.
The Committee also expresses its opinion on exceptions to
the restrictions on the powers of Senior Management, as
provided for in Article 8 of the Board of Directors’ Internal
Rules, which may be permitted in exceptional circumstances.
If an exception is granted, the Chairman and Chief Executive
Officer may, after the Audit Committee has expressed its
opinion, carry out any transaction in an amount not to
exceed 15% of consolidated equity as assessed at the
previous year-end.
The Audit Committee may fulfil any other duties associated
with its role at the request of the Board of Directors.
Article 11. Appointments
and Compensation Committee
11.1. Membership – Organisation
The Appointments and Compensation Committee has at
least three members, the majority of whom are independent
within the meaning of the criteria set out in the Afep-Medef
Code. The Committee’s members are appointed by the
Board of Directors. Company executives may not be
members of the Committee. Nevertheless, the Chairman
of the Board of Directors participates in the procedure for
selecting new Directors.
The Committee meets at least twice a year at the initiative
of its Chairman, who may also arrange additional meetings
as required. If a member of the Committee is unable to
attend a meeting in person, he or she may participate via
any means of telecommunication. The Chairman, or any
Committee member to whom authority has been delegated
for that purpose, draws up an agenda and sends it to each
Committee member before the meeting.
Together with the Chief Executive Officer, the Appointments
and Compensation Committee can rely on the cooperation
of the Group’s Human Resources department, particularly
whenever the Committee is informed on the compensation
policy applicable to key executives who are not corporate
officers.
The Committee may call upon any outside consultant or
expert it deems appropriate to assist in its duties.
The Appointments and Compensation 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.
(1) “Subsidiary” refers to any company in which Casino, Guichard-Perrachon owns 100% of the shares, minus the minimum number of
shareholders required for certain types of companies and the number of shares held by Group executives and employees within a 5% limit.
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CHAPTER 8 > ADDITIONAL INFORMATION
11.2. Role and duties of the Appointments
and Compensation Committee
Article 12. Governance and Social
Responsibility Committee
■ 11.2.1. Compensation
The Committee is responsible for:
● preparing the adoption by the Board of Directors of the
compensation policy for corporate officers, setting out all
the fixed and variable compensation components and
describing the decision process used to determine, review
and implement it, and ensuring that the compensation
policy for corporate officers is in the Company’s corporate
interests, contributes to its long-term sustainability and is
aligned with its business strategy in accordance with the law;
● preparing information for setting the compensation of
the Chief Executive Officer and, where applicable, the
Deputy Chief Executive Officers, and proposing qualitative
and/or quantitative criteria for determining any variable
component to said compensation, including one or several
criteria associated with corporate social and environmental
responsibility;
● assessing all other benefits or entitlements granted to
the Chief Executive Officer and, where applicable, the
Deputy Chief Executive Officers;
● submitting proposals and formulating opinions on Directors’
compensation policy and any other compensation or
benefits to be paid to the Directors and Non-Voting
Directors;
● reviewing proposals for stock option plans and/or free
share plans to be offered to the Group’s employees and
executives in order to enable the Board of Directors to
set the total and/or individual number of options or free
shares to be granted as well as the terms and conditions
of any such grants.
■ 11.2.2. Appointments
The Committee is responsible for:
● reviewing the composition of the Board of Directors;
● implementing the procedure for selecting new Directors
or renewing the terms of current Directors, and reviewing
potential candidates based on the criteria and guidelines
set by the Governance and Social Responsibility Committee;
● making recommendations of candidates to be appointed
as members of the Board’s specialised Committees;
● reviewing potential candidates for the position of Chief
Executive Officer and, where applicable, Deputy Chief
Executive Officer;
● obtaining all useful information concerning recruitment
terms and conditions, compensation and status of senior
executives of the Company and its subsidiaries;
● periodically assessing the independence of Directors
based on the criteria set forth in the Afep-Medef Code;
● reviewing the talent development and succession plans;
● stating its opinion on the appointment of the Lead
Director, who is selected from among the Governance
and Social Responsibility Committee members, based
on the Chairman and Chief Executive Officer’s proposal.
12.1. Membership – Organisation
The Governance and Social Responsibility Committee has
at least three members appointed by the Board of Directors
from among its members, and at least two-thirds of whom
are independent within the meaning of the criteria set out
in the Afep-Medef Code. Company executives may not be
members of the Committee.
The Committee meets at least three times per year at
the initiative of its Chairman, who may also arrange any
additional meetings, as required. If a member of the
Committee is unable to attend a meeting in person, he or
she may participate via any means of telecommunication.
The Chairman, or any Committee member to whom
authority has been delegated for that purpose, draws up an
agenda and sends it to each Committee member before
the meeting.
The Committee may call upon any outside consultant or
expert it deems appropriate to assist in its duties.
The Governance and Social Responsibility 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.
12.2. Role and duties of the Governance
and Social Responsibility Committee
■ 12.2.1. Corporate governance
The Committee is responsible for:
● preparing and updating the Internal Rules of the Board of
Directors and the charters of its specialised Committees,
the charter on related-party agreements, and any other
charter in effect;
● reviewing changes in corporate governance guidelines
(particularly within the framework of the Afep-Medef
Code) and identifying emerging practices and significant
developments in corporate governance-related regulations
and/or practices, both in France and abroad;
● leading discussions and formulating recommendations
for the Board of Directors on best practices in the area of
corporate governance and, where applicable, on actions
to be taken;
● monitoring the corporate governance-related practices
implemented by the Group’s subsidiaries and ensuring
that they are consistent with those in effect within the
Company. The Committee makes recommendations,
where applicable;
● preparing information for the Board of Directors’ review
of corporate governance-related issues;
● annually reviewing the draft report on corporate governance
and submitting any observations before it is submitted
to the Board of Directors for approval.
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■ 12.2.2. Directors’ conduct
The Governance and Social Responsibility Committee is
called upon to:
● handle ethical issues relating to the Directors. It discusses
ethical issues that the Board of Directors or its Chairman
may submit for review or that it independently chooses
to discuss.
In this respect, the Governance and Social Responsibility
Committee ensures the implementation of a Directors’
Code of Conduct and updates it on a regular basis, as
necessary;
● ensure compliance with and the proper application of
ethical rules, particularly those contained in the Directors’
Code of Conduct.
■ 12.2.3. Assessment of the Board of Directors
Within the framework of corporate governance principles,
the Governance Committee is responsible for determining
the terms and conditions of and conducting the assessment
of the Board of Directors’ organisation and operations.
■ 12.2.4. Membership of the Board of Directors
and Committees of the Board
The Governance and Social Responsibility Committee
periodically reviews the structure, size and membership of
the Board of Directors and the Committees of the Board,
and informs the Board of its recommendations regarding
any proposed changes.
■ 12.2.5. Corporate Social Responsibility (CSR)
The Governance and Social Responsibility Committee,
in light of the Group’s strategy, reviews the Group’s
commitments and policies in the area of ethics and
corporate social, environmental, and societal responsibility,
the application and implementation of such policies and
the results thereof, and expresses or makes any opinion or
recommendation to the Board of Directors.
IV. LEAD DIRECTOR
Article 13. Lead Director
The Lead Director is appointed from among the independent
members of the Governance and Social Responsibility
Committee on the proposal of the Chairman and Chief
Executive Officer and upon review by the Appointments
and Compensation Committee.
The Lead Director ensures that combining the roles of
Chairman and Chief Executive Officer does not have
an adverse impact on the Board’s operations, such as
information provided to Directors, the inclusion of items
on the agenda of Board meetings and the organisation of
Board discussions and votes.
Together with the Audit Committee, it ensures that there
are systems for identifying and managing the principal risks
relating to such subjects and for ensuring compliance with
applicable laws and regulations (particularly the prevention
and detection of corruption and influence peddling).
The Governance and Social Responsibility Committee
reviews reporting procedures relating to non-financial
information and key non-financial performance indicators
used and analyses the Group’s participation in non-financial
indices.
The Governance and Social Responsibility Committee reviews
the information disclosed annually in the management
report in respect of non-financial information pursuant to
applicable legal requirements and provides its observations
prior to approval thereof by the Board of Directors.
The Governance and Social Responsibility Committee
reviews the gender balance and professional equality policy
in preparation for the annual discussion of this matter by
the Board of Directors, as provided in Article L. 225-37-1
of the French Commercial Code.
The Governance and Social Responsibility Committee also
reviews the objectives proposed by Senior Management
concerning gender diversity in management bodies. It
reviews the procedures for implementing these objectives,
along with the accompanying action plan and time frame.
Every year, it also reviews the results obtained, presented
to it by Senior Management.
■ 12.2.6. Management of conflicts of interest
The Governance and Social Responsibility Committee
may examine any exceptional issue that may give rise to
a conflict of interest within the Board of Directors and
expresses any opinion or makes any recommendation it
may have on the matter.
The Lead Director may, if necessary, consult with the
Governance and Social Responsibility Committee at any
time about any potential issues.
The Lead Director can attend Committee meetings of which
he or she is not a member, and has access to their work
and to the information made available to them.
Each year, the Lead Director presents a report to the
Governance and Social Responsibility Committee on the
conditions under which the respective roles of Chairman
of the Board and Chief Executive Officer are exercised.
The Secretary to the Board of Directors is available to assist
the Lead Director in exercising his or her duties.
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CHAPTER 8 > ADDITIONAL INFORMATION
V. NON-VOTING DIRECTORS
Article 14. Non-Voting Directors
The Ordinary General Meeting may appoint Non-Voting
Directors, either 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 General 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 who reaches the age of 80 while in
office is required to resign at the Ordinary General Meeting
held to approve the financial statements for the year in
which this age limit was reached.
Non-Voting Directors attend Board meetings and participate
in discussions in a consultative capacity only.
They may receive compensation, the total amount of which
is determined by the Ordinary General Meeting. This amount
is maintained until a change is decided at a future General
Meeting. The Board of Directors allocates this compensation
to the Non-Voting Directors at its own discretion.
VI. DIRECTORS’ CODE OF CONDUCT
Article 15. 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
reasonably prudent person acting under 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
exerted on them.
Article 16. Duty of Information
Article 17. Protection of the Company’s
interests – Confl icts of interest
Even though he or she is a shareholder, each Director acts
as a representative for all shareholders and must act in all
circumstances in the Company’s corporate interests.
Each Director is bound by a duty of loyalty to the Company.
He or she will take no action that could adversely affect
the interests of the Company or the Group’s companies.
Each Director undertakes to ensure that the Company’s
decisions do not favour one particular class of shareholder
over another.
Each Director must alert the Board regarding any actual or
potential conflict of interest in which he or she might be
directly or indirectly involved. In this case, he or she must
abstain from voting on the matters in question.
Before accepting office, Directors must review the laws
and regulatory requirements applicable to their position,
the applicable Codes and proper corporate governance
practices, as well as any provisions specific to the Company
and specified in its Articles of Association and in these
Internal Rules.
Each Director must consult with the Chairman prior to
undertaking any assignment or accepting any function or
duties that could, even potentially, result in a conflict of
interest for the Director in question. The Chairman may refer
such matters to the Governance and Social Responsibility
Committee and the Board of Directors.
Directors must request the information they deem necessary
for the successful performance of their responsibilities. To
this end, they must request from the Chairman, within
the appropriate time frame, all information necessary to
ensure their informed participation in the discussions on
the matters featured on the Board meeting agenda.
If he or she deems it necessary, each Director can receive
additional training to become better acquainted with the
Group’s specificities, its activities and business sectors,
the issues facing the Group with regard to social and
environmental responsibility, and with its accounting and
financial characteristics. Directors representing employees
receive training suited to the exercise of their duties.
Article 18. Control and assessment
of the Board of Directors’
operations
Directors must pay careful attention to the manner in which
powers and responsibilities are respectively assigned to and
exercised by the Company’s corporate bodies.
They must ensure that no person can exercise uncontrolled
discretionary power over the Company, and that the
Committees of the Board of Directors operate effectively.
524
The Board of Directors discusses its functioning once
per year.
Article 21. Shareholding – Dealing
in the Company’s shares
The Board of Directors also routinely conducts an
assessment of its own functioning. The Chairman of the
Board of Directors calls upon the Governance and Social
Responsibility Committee to conduct said assessment.
Independent Directors meet at least once per year to discuss
any matter in the absence of the Chairman of the Board
of Directors and members of Senior Management. These
meetings are chaired by the Lead Director.
Article 19. Presence of Directors –
Aggregation of offi ces
Each Director must comply with legal provisions in force
governing the aggregation of offices, as well as with the
Afep-Medef Code’s recommendations.
Each Director must disclose to the Company any and all
offices he or she holds in other French or foreign companies.
He or she must inform the Company as soon as possible
regarding any new office or professional function he or she
accepts. Additionally, whenever he or she exercises executive
duties for the Company, he or she must receive the Board
of Directors’ favourable opinion prior to accepting a new
corporate office in a publicly traded company external to
the Group.
Each Director must devote the appropriate amount of time
and attention to his or her duties. He or she must make every
effort to attend all Board meetings, General Meetings, and
the meetings of any Committees on which he or she serves.
Article 20. Confi dentiality
Directors, and any other persons attending the Board of
Directors’ meetings, are subject to a general confidentiality
requirement with regard to the deliberations of both the
Board and its Committees.
Non-public information shared with a member of the Board
of Directors in the context of his or her duties is shared on a
strictly personal basis. He or she must personally protect the
confidentiality of such information and must not disclose
it under any circumstances. This requirement also applies
to representatives of legal entities serving on the Board, as
well as to Non-Voting Directors.
All of the Company’s shares held by a Director, his or
her unemancipated minor children, or his or her spouse
(provided they are not separated), must be registered shares.
Directors must also inform the Company regarding the
number of Company securities they hold as of 31 December
of every year and at the time of any financial transactions,
or at any time at the Company’s request.
Every member of the Board of Directors undertakes to
comply with the provisions of the Insider Trading Policy
he or she received, relative to securities transactions and
to preventing the use of inside information, and with any
applicable legal or regulatory provision.
In particular, pursuant to the terms of Article 19 of
Regulation (EU) No. 589/2014 of 16 April 2014 on Market
Abuse and of Article L. 621-18-2 of the French Monetary
and Financial Code (Code monétaire et financier), each
Director is required to notify the AMF and the Company
of any transactions he or she has carried out involving the
Company’s financial instruments, under the conditions set
forth in the Insider Trading Policy. This requirement also
applies to persons closely related to the members of the
Board of Directors. Directors must notify persons closely
related to them regarding their reporting obligations and
provide the Company with a regularly updated list of such
persons.
Voting and Non-Voting Directors should note that they
are likely to be exposed to inside information and that
they must, prior to undertaking any transaction dealing in
companies’ financial instruments, ensure they are not in
violation of any insider trading provisions.
Therefore, as specified in the Insider Trading Policy, in
the event that they hold inside information, Directors
and Non-Voting Directors are required, in particular, to
refrain from engaging, either directly or indirectly, or via
an intermediary, in any transaction dealing in the financial
instruments to which this inside information relates, or in
the instruments to which these financial instruments are
related, or from sharing this information with third parties
until it is effectively released to the public.
In addition, each Director must also refrain from completing
any transaction on his or her own behalf or on behalf of
a third party, either directly or indirectly, that involves the
financial instruments of the Company, during the 30 days
preceding the publication date of the Company’s annual
and interim financial statements, and the 15-day period
preceding public disclosure of the Company’s quarterly
revenue. This restriction also applies on the dates of public
disclosure of said annual and interim financial statements
and quarterly revenue.
VII. ADOPTION OF THE BOARD OF DIRECTORS’ INTERNAL RULES
These Internal Rules were approved by the Board of Directors at its meeting dated 9 December 2003. The most recent
update was approved on 3 November 2021.
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CHAPTER 8 > ADDITIONAL INFORMATION
8.4. PERSON RESPONSIBLE FOR THE UNIVERSAL
REGISTRATION DOCUMENT AND ANNUAL
FINANCIAL REPORT
PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION
DOCUMENT
Jean-Charles Naouri, Chairman and Chief Executive Officer
STATEMENT BY THE PERSON RESPONSIBLE FOR THE UNIVERSAL
REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT
“I hereby declare that the information contained in this
Universal 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 (the content of which
is set out in the cross-reference table in section 8.8 of this
document) 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.”
3 April 2023
Jean-Charles Naouri
Chairman and Chief Executive Officer
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8.5. DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to Article 19 of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017,
the following information is incorporated by reference in
this Universal Registration Document:
● For the year ended 31 December 2021
the management report, the consolidated financial
statements, the parent company financial statements
and the accompanying Statutory Auditors’ reports are
presented in the 2021 Universal Registration Document,
which was filed with the Autorité des marchés financiers
on 31 March 2022 under No. D.22-0214, on pages 2 to
40, 48 to 155, 162 to 187, 41 to 47, and 157 to 161.
● For the year ended 31 December 2020
the management report, the consolidated financial
statements, the parent company financial statements
and the accompanying Statutory Auditors’ reports are
presented in the 2020 Universal Registration Document,
which was filed with the Autorité des marchés financiers
on 31 March 2021 under No. D.21-0235, on pages 2 to
34, 40 to 135, 141 to 164, 35 to 39, and 137 to 140.
Other information contained in the 2021 Universal
Registration Document and the 2020 Universal Registration
Document has, where applicable, been replaced by or
updated with the information contained in this Universal
Registration Document. The 2021 Universal Registration
Document and the 2020 Universal Registration Document
are available at the Company’s registered office and online
at www.groupe-casino.fr/en.
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CHAPTER 8 > ADDITIONAL INFORMATION
8.6. UNIVERSAL REGISTRATION DOCUMENT –
CROSS-REFERENCE TABLE
The following cross-reference table lists the headings provided for in Annexes 1 and 2 of the Commission Delegated
Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and
of the Council and repealing Commission Regulation (EC) No. 809/2004, and refers to the pages where the information
relating to each of these headings can be found in this Universal Registration Document:
1. Person responsible, third party information, experts’ reports
and competent authority approval
1.1. Identity of person responsible
1.2. Statement by the person responsible
1.3. Statement by an expert
1.4. Statement on filing the Universal Registration Document
2. Statutory Auditors
3. Risk factors
4. Information about the issuer
4.1. Legal and commercial name of the issuer
4.2. Place of registration of the issuer, registration number and LEI
4.3. Date of incorporation and length of life of the issuer
4.4. Domicile and legal form of the issuer, applicable legislation,
country of incorporation, address, telephone number
of its registered office and website
5. Business overview
5.1. Principal activities
5.2. Principal markets
5.3. Important events in the development of the issuer’s business
5.4. Strategy and objectives
5.5. Extent to which the issuer is dependent on patents or licences, industrial,
commercial or financial contracts or new manufacturing processes
5.6. The basis for any statements made by the issuer regarding
its competitive position
5.7. Investments
6. Organisational structure
6.1. Brief description of the Group
6.2. List of significant subsidiaries
7. Operating and fi nancial review
7.1. Financial position
7.2. Operating results
Pages
526
526
346 to 348
Table of contents
460
352 to 394
506
506
506
506
20, 24, 28, 30 to 42, 50 to 54
12, 13, 30 to 41, 50 to 54
16 to 17, 47 to 54, 57, 85 to 87, 176,
190 to 191, 210
20, 24, 28, 30 to 41, 58
n/a
n/a
74, 75, 86, 91, 98 to 100, 130 to 139,
189, 199, 200
7, 12 to 15, 20, 24, 28, 30 to 42
43
14, 46, 54 to 56, 70 to 181, 187 to 213
14, 46, 50 to 55, 59 to 60, 70 to 71, 187
528
8. Capital resources
8.1. Information concerning the issuer’s capital resources
8.2. Sources and amounts of the issuer’s cash flows
Pages
59, 164 to 170, 188, 202 to 203,
490 to 502
74 to 75, 97 to 100, 189
8.3. Information on the borrowing requirements and funding structure
55, 56, 140 to 163, 201, 204 to 208
of the issuer
8.4. Information regarding any restrictions on the use of capital resources that
158 to 161, 205 to 208
have materially affected, or could materially affect the issuer’s operations
8.5. Information regarding the anticipated sources of funds needed
146, 147, 206, 207
to fulfil commitments referred to in item 5.7
9. Regulatory environment
10. Trend information
10.1. Most significant recent trends in production, sales and inventory,
and costs and selling prices since the end of the last financial year
506
50 to 54, 57, 58
10.2. Trends, uncertainties, demands, commitments or events that are
57, 58, 176, 210, 368
reasonably likely to have a material effect on the issuer’s prospects
for at least the current financial year
11. Profi t forecasts or estimates
12. Administrative, management and supervisory bodies
and Senior Management
12.1. Board of Directors and Senior Management
12.2. Administrative, management and supervisory bodies
and Senior Management conflicts of interest
13. Compensation and benefi ts
13.1. Amount of compensation paid and benefits in kind granted
13.2. Total amounts set aside or accrued by the issuer to provide for pension,
retirement or similar benefits
14. Board practices
14.1. Date of expiration of current terms of office
14.2. Administrative, management or supervisory bodies’ service contracts
with the issuer or any of its subsidiaries
14.3. Board of Directors’ Committees
14.4. Statement as regards compliance with the corporate governance regime
14.5. Potential material impacts on the corporate governance, including future
changes in the Board and Committees composition
15. Employees
15.1. Number of employees
15.2. Shareholdings and stock options
15.3. Arrangements for involving the employees in the issuer’s capital
16. Major shareholders
16.1. Shareholders owning more than 5% of the share capital
16.2. Different voting rights
16.3. Statement as to whether the issuer is directly or indirectly owned
or controlled and by whom
16.4. Arrangements which may result in a change of control of the issuer
n/a
10 to 11, 402 to 414
392, 393, 452 to 456
464 to 479
119, 120, 203
403, 416 to 435
175, 453 to 456
438, 443 to 450
402, 459
n/a
126
123 to 126, 474, 500 to 502
497
495 and 496
493
493
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CHAPTER 8 > ADDITIONAL INFORMATION
17. Related-party transactions
18. Financial information concerning the issuer’s assets and liabilities,
fi nancial position and profi ts and losses
18.1. Historical financial information
18.2. Interim and other financial information
18.3. Auditing of historical annual financial information
18.4. Pro forma financial information
18.5. Dividend policy
18.6. Legal and arbitration proceedings
18.7. Significant change in the issuer’s financial or trading position
19. Additional information
19.1. Share capital
19.2. Memorandum and Articles of Association
20. Material contracts
21. Documents available
Pages
62, 93, 175, 208, 393, 402, 412,
414, 441, 444, 446, 453 to 456,
459, 521 to 522
70 to 181, 187 to 213, 527
n/a
63 to 69, 182 to 186
n/a
485
171 to 175, 388 and 389
n/a
490
506 to 512
47 to 49, 61, 91, 205 to 208
506
8.7. ANNUAL FINANCIAL REPORT –
CROSS-REFERENCE TABLE
To facilitate consultation of this Universal 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 Article L. 451-1-2 of the French Monetary and Financial Code and Article 222-3 of the General Regulations of the
Autorité des marchés financiers.
Parent company financial statements
Consolidated financial statements
Management report
Statement by the person responsible for the annual financial report
Pages
187 to 213
70 to 181
531
526
Statutory Auditors’ report on the parent company and consolidated financial statements
63 to 69, 182 to 186
Board of Directors’ report on corporate governance
Statutory Auditors’ comments on the Board of Directors’ report on corporate governance
533
184
530
8.8. BOARD OF DIRECTORS’ MANAGEMENT
REPORT – CROSS-REFERENCE TABLE
To facilitate consultation of this Universal Registration Document, the table below indicates the page references corresponding
to the information comprising the Board of Directors’ management report as required by Articles L. 225-100 et seq.
of the French Commercial Code:
Review of the Company’s and the Group’s operations and performance
Review of the Company’s and the Group’s operations and performance during the year
and analysis of developments in the business operations, results and financial position
of the Company and the Group (debt situation)
Pages
30 to 62
Operations and results of the Company, its subsidiaries and the companies that it controls
30 to 62, 210 to 213
Key financial performance indicators
Key non-financial performance indicators
Subsequent events
Description of key risks and uncertainties
Financial risks related to the effects of climate change and implementation
of a low-carbon strategy
Internal control and risk management procedures implemented by the Company
and relating to the preparation and processing of accounting and financial information
14, 46
15, 30, 31, 321 to 323
57, 176, 210
366 to 394
81, 296 to 304, 366,
367, 386, 387
352 to 365
Group’s financial risk management policy, Group’s exposure to price, credit, liquidity
and treasury risk and information on the use of financial instruments
154 to 163, 366, 367,
381, 382
Acquisitions of significant shareholdings in companies registered in France
Company and Group performance forecasts and outlook
Company’s research and development activities
Company’s supplier and customer payment terms
Company’s store network
Environmental, human resources and social information
Non-Financial Statement
Duty of care plan and report on its implementation
Information about the policy on technological risk prevention
61
58
59
60
61
220 to 231, 337 to 341
267 to 292
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CHAPTER 8 > ADDITIONAL INFORMATION
Share ownership and share capital
Structure of and changes in the Company’s share capital and disclosure thresholds
Treasury shares
Pages
490 to 496
494, 495
Information on Directors’ and related parties’ dealings in the Company’s shares
494, 495, 497, 498
Employee share ownership
Purchase and sale by the Company of treasury shares
Free shares and stock options granted to corporate officers
Disclosure of potential adjustments for securities carrying rights to shares
in the event of share buybacks or financial transactions
Other information
Non-deductible expenses
Dividends paid in the last three financial years
Convictions against the Company for anti-competitive practices
Losses exceeding half of the share capital
Loans granted to micro-enterprises, small- and medium-sized enterprises
or intermediate-sized enterprises with which the Company has economic links
Document and report appended to the management report
Five-year financial summary
Board of Directors’ report on corporate governance
497
436 to 489
n/a
n/a
61
485
n/a
n/a
n/a
211
533
532
8.9. BOARD OF DIRECTORS’
CORPORATE GOVERNANCE REPORT –
CROSS-REFERENCE TABLE
To facilitate consultation of this Universal Registration Document, the table below indicates the page references corresponding
to the information comprising the Board of Directors’ corporate governance report as required by Article L. 225-37 of
the French Commercial Code:
Components of the compensation paid to the Chairman and Chief Executive Officer in 2022
or granted to him in respect of that year
Compensation paid to non-executive corporate officers in 2022 or granted to them in respect
of that year
Compensation policy for the Chairman and Chief Executive Officer in respect of 2023
Compensation policy for non-executive corporate officers in respect of 2023
Directorships and other offices held within any company by each corporate officer
Agreements between executives or significant shareholders and subsidiaries as described
in Article L. 225-37-4 of the French Commercial Code
Table of delegations of authority for capital increases
Review process of arm’s length agreements by the Board
Senior Management
Composition of the Board of Directors
Preparation and organisation of the Board of Directors’ work
Pages
469 to 474
477 to 479
464 to 468
475, 476
416 to 435
459
490 to 492
454 to 456
412
401 to 403
436 to 458
Diversity policy applied to the members of the Board of Directors and balanced
representation in management bodies
404 to 408, 415
Restrictions on the Chief Executive Officer’s powers
Corporate Governance Code
Conditions regarding shareholder attendance at General Meetings
Factors likely to have an impact in the event of a public offer
413
402, 459
511
513
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Financial Communications
and Investor Relations
Christopher Welton
Phone: + 33 (0)1 53 65 64 17
cwelton.exterieur@groupe-casino.fr
or
Phone: + 33 (0)1 53 65 24 17
IR_Casino@groupe-casino.fr
Shareholder Relations
Email: actionnaires@groupe-casino.fr
To convert bearer shares to registered shares, contact:
Uptevia
Grands Moulins de Pantin – 9, rue du Débarcadère
93761 Pantin Cedex, France
Phone: + 33 (0)1 40 14 31 00
Monday to Friday from 8:45 AM to 6:00 PM (CEST)
Contact form available on the homepage https://planetshares.uptevia.pro.fr
Casino, Guichard-Perrachon
A French société anonyme (joint stock company) with share capital of €165,892,131.90.
The Company is registered in the Saint-Étienne Trade and Companies Registry under No. 554 501 171.
Phone: + 33 (0)4 77 45 31 31
Registered office (postal address)
1, cours Antoine Guichard, CS 50306
42008 Saint-Étienne Cedex 1, France
Paris office
123, quai Jules Guesde
94400 Vitry-sur-Seine, France
www.groupe-casino.fr/en
Created by: Casino Group
Corporate Communication Department
Photo credits: Jean-Philippe Moulet,
Casino Group Internal Photo Library
Design and creation:
Printed by: DEJA LINK
This document is printed on satin-finished PEFC-certified paper.
CASINO GROUP
1, Cours Antoine Guichard – CS 50306 – 42008 Saint-Étienne Cedex 1, France
Phone: +33 (0)4 77 45 31 31
groupe-casino.fr/en @Groupe_Casino