2O23
UNIVERSAL
REGISTRATION
DOCUMENT
Including the 2023
Annual Financial Report
Contents
CHAPTER 1
Integrated Report ��������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������� 2
CHAIRMAN’S MESSAGE ���������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������4
Financial restructuring proceedings ........................................................................................................................................................................................................... 6
Business model .........................................................................................................................................................................................................................................................20
Key financial and non-financial figures ..................................................................................................................................................................................................22
OUR BANNERS ������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������ 24
CONVENIENCE ������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������ 32
RESPONSIBILITY ��������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������� 38
ADAPTABILITY �������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������� 44
Executive Committee ..........................................................................................................................................................................................................................................50
Board of Directors ................................................................................................................................................................................................................................................... 52
Group Partnerships ................................................................................................................................................................................................................................................ 54
Simplified organisation chart ........................................................................................................................................................................................................................ 57
CHAPTER 2
Financial and accounting information ������������������������������������������������������������������������������������������������������������������������������������������������59
Financial highlights ...............................................................................................................................................................................................................................................60
Significant events in 2023 ................................................................................................................................................................................................................................. 61
2.1. Business report ............................................................................................................................................................................................................................................. 65
2.2. Subsequent events ......................................................................................................................................................................................................................................71
2.3. 2024-2028 Business Plan ......................................................................................................................................................................................................................73
2.4. Parent company information .............................................................................................................................................................................................................74
2.5. Subsidiaries and associates .................................................................................................................................................................................................................77
2.6. Consolidated financial statements ............................................................................................................................................................................................... 79
2.7. Parent company financial statements for the year ended 31 december 2023 ....................................................................................... 199
2.8. Unaudited Pro Forma Financial Information at 31 December 2023................................................................................................................243
CHAPTER 3
Corporate Social Responsibility (CSR) and Non-Financial Statement (NFS) ���������������������� 253
3.1. CSR commitments and governance .........................................................................................................................................................................................254
3.2. Non-Financial Statement – NFS ................................................................................................................................................................................................... 256
3.3. Stakeholder dialogue ........................................................................................................................................................................................................................... 268
3.4. Ethics and compliance.........................................................................................................................................................................................................................273
3.5. Policies and initiatives in place ..................................................................................................................................................................................................... 278
3.6. Non-financial performance ............................................................................................................................................................................................................. 354
3.7. Reporting methodology for non-financial indicators ................................................................................................................................................. 358
3.8. EU Green Taxonomy KPI tables ..................................................................................................................................................................................................... 361
3.9. Methodology for EU Taxonomy key performance indicators ............................................................................................................................... 364
3.10. Non-Financial Statement cross-reference table ............................................................................................................................................................. 365
3.11. Report of one of the Statutory Auditors, appointed as independent third party,
on the verification of the consolidated non-financial statement ...................................................................................................................... 370
The Universal Registration Document was filed on 12 Mars 2024 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 is a translation into English of the Universal Registration Document of the Company issued in
French and it is available on the website of the Issuer.
C A S I N O G R O U P / 2 0 2 3 U N I V E R S A L R E G I S T R A T I O N D O C U M E N T
CHAPTER 4
Risks and control��������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������375
4.1.
Internal control and risk management .................................................................................................................................................................................. 376
4.2.
Internal control over accounting and financial information .................................................................................................................................386
4.3. Main risk factors ........................................................................................................................................................................................................................................ 389
4.4.
Insurance – risk cover .............................................................................................................................................................................................................................406
4.5. Safeguard proceedings at the Group’s parent companies – Potential conflicts of interest
between the Group’s controlling shareholder and other investors .................................................................................................................408
4.6. Speculative attacks on the share price and investigations ....................................................................................................................................409
CHAPTER 5
Corporate Governance Report ������������������������������������������������������������������������������������������������������������������������������������������������������������������������411
5.1. Summary of governance as of 27 February 2024 .............................................................................................................................................................413
5.2. Composition of the Board of Directors ................................................................................................................................................................................... 416
5.3. Governance structure as of 27 February 2024 ...................................................................................................................................................................425
Information about corporate officers .........................................................................................................................................................................................431
5.4.
5.5. Preparation and organisation of the Board of Directors’ work ............................................................................................................................ 459
5.6. Information on the agreements mentioned in Article L. 225-37-4, paragraph 2,
of the French Commercial Code ................................................................................................................................................................................................. 487
5.7. Factors likely to have an impact in the event of a public offer ............................................................................................................................ 487
CHAPTER 6
Compensation of corporate officers ����������������������������������������������������������������������������������������������������������������������������������������������������489
6.1. Compensation of the Chairman and Chief Executive Officer in consideration of his position .................................................490
6.2. Compensation of non-executive corporate officers .....................................................................................................................................................498
CHAPTER 7
Casino and its shareholders ����������������������������������������������������������������������������������������������������������������������������������������������������������������������������� 505
7.1. The market for Casino securities ..................................................................................................................................................................................................506
7.2. Dividend ......................................................................................................................................................................................................................................................... 508
7.3. Share buyback programme ............................................................................................................................................................................................................509
7.4. Share capital and share ownership .............................................................................................................................................................................................512
7.5. Grants of free shares, share purchase options and share subscription options..................................................................................... 526
7.6. Financial reporting.................................................................................................................................................................................................................................. 529
7.7. Shareholders’ Consultative Committee ................................................................................................................................................................................. 529
CHAPTER 8
Additional information ������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������531
8.1. General information ...............................................................................................................................................................................................................................532
8.2. Board of Directors’ Internal Rules ............................................................................................................................................................................................... 539
8.3. Statutory Auditors .................................................................................................................................................................................................................................... 551
8.4. Person responsible for the Universal Registration Document and annual financial report ........................................................ 552
8.5. Documents incorporated by reference .................................................................................................................................................................................. 553
8.6. Universal Registration Document – Cross-reference table ..................................................................................................................................... 554
8.7. Annual financial report – Cross-reference table ..............................................................................................................................................................556
8.8. Board of Directors’ management report – Cross-reference table ..................................................................................................................... 557
8.9. Board of Directors’ corporate governance report – Cross-reference table .................................................................................................559
C A S I N O G R O U P / 2 0 2 3 U N I V E R S A L R E G I S T R A T I O N D O C U M E N T
1
2
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 CONTENTS
CHAIRMAN’S MESSAGE
Financial restructuring proceedings
Business model
Key financial and non-financial figures
OUR BANNERS
CONVENIENCE
RESPONSIBILITY
ADAPTABILITY
Executive Committee
Board of Directors
Group Partnerships
Simplified organisation chart
4
6
20
22
24
32
38
44
50
52
54
57
3
CHAIRMAN’S
MESSAGE
4
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 Casino Group is experiencing an exceptional situation.
With the sale of some of the Group’s banners, the scope of its
operations has been transformed, along with its shareholding
structure and governance. But the situation does not undermine
our commercial strengths or our collective commitment
and despite this period of change, the major challenges we face
remain the same:
Securing the Group’s long-term future by focusing our efforts on
the convenience segment in France. True to our values and
commitments, we remain convinced that the retail sector
provides a service that is essential to consumers in every region.
Planning for the future with confidence, by continuing to address
new consumer trends, in a more responsible, local and fair
manner. In so doing, we build on our strengths, such as our
premium and convenience formats, which have stood the test
of time. We are also making changes to our real estate assets
by making them more modular, to adapt to new uses and
create value.
Continuing our efforts to develop our stores and their expertise,
to provide an ever more efficient and agile range of services
meeting customer expectations.
We are pursuing this development on several fronts:
products; services, such as delivery; and e-commerce, by
establishing partnerships with innovative players and digital
experts to support new consumer habits.
To write a new chapter in our history, the Group is counting on the
dynamism and reputation of our brands, our steadfast values
and our fundamentals along with the unfailing commitment of
our teams, who strive to improve our operational excellence and
boost the local appeal of our stores day in and day out.
5
FINANCIAL RESTRUCTURING PROCEEDINGS
1.1. NEGOTIATIONS WITH STAKEHOLDERS
On 25 October 2023, opening date of accelerated safeguard proceedings (procédure de sauvegarde accélérée) for Casino, the
Group’s financial debt (not including its operational debt and certain Business Unit financial debt1) comprised the following main
instruments issued by Casino, Casino Finance and Quatrim:
Outstanding at 30 December 2023
(principal amount)
Maturity
INSTRUMENT
Secured debt
TLB
RCF
High-yield notes issued by
Quatrim (Quatrim HY Notes)
€1,425m
€252m2
€1,799m3
€553m
TOTAL SECURED DEBT INSTRUMENTS (PRINCIPAL AMOUNT): €4,029M
Unsecured debt
High-yield notes
EMTNs
TSSDI4
Commercial Paper
€371m
€516m
€509m
€357m
€415m
€600m
€750m
$5m
2025
2023
2026
2024
2026
2027
2024
2025
2026
Perpetual
Perpetual
2023
TOTAL UNSECURED DEBT INSTRUMENTS: €3,517M AND USD 5M
At 31 December 2023, the Group’s total gross financial debt amounted to €7.4 billion (excluding TSSDIs recognised as equity on the
balance sheet and excluding IFRS 16 debt amounting to €1.7 billion).
1 - Mainly (i) overdrafts, and (ii) Monoprix Holding, Monoprix Exploitation and DCF financing.
2 - Outstanding at 13 October 2023.
3 - Outstanding at 13 October 2023.
4 - Recognised as equity on the balance sheet.
6
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 Due to the inflationary environment in 2022 and
the Group’s specific financial constraints, the drop in hypermarket
and supermarket sales that began in the fourth quarter of 2022
intensified in the first half of 2023, leading to a sharp decline in
the Group’s profitability and cash flow generation, even though
sales from the other food banners (Monoprix, Franprix and Casino
convenience banners) remained close to market levels.
The price repositioning strategy implemented in the last quarter
of 2022 (and stepped up in the first quarter of 2023) led to a
gradual recovery in traffic and volumes in supermarkets and the
trend was reversed in hypermarkets, but at a pace and at a cost
that proved incompatible with the Group’s resources, due to: (i)
intensified competition and the need to invest more in prices to
maintain the target price positioning, and (ii) the lag time before
improvements in terms of sales could be seen, once customers
and volumes had recovered.
Given the complexity of the Group’s debt structure, these factors
led it to submit a proposal to restructure its debt at the end of
the second quarter of 2023.
In parallel, on 24 April 2023, the Group received a letter of intent
from EP Global Commerce a.s. (a Czech company controlled by
Daniel Křetínský, affiliated to VESA Equity Investment S.à r.l., the
latter being a shareholder of Casino with a 10.06% stake,
hereinafter "EPGC"). The Group therefore requested the approval
of certain of its creditors to seek authorisation to enter into
conciliation proceedings to determine the best solution for
securing the long-term future of its operations, given the two
strategic offers that were under consideration: (i) discussions
with Groupement Les Mousquetaires and TERACT, and (ii) the
proposal submitted by EPGC and Fimalac for a €1.1 billion share
capital increase.
After obtaining the necessary authorisations from its lenders and
noteholders, Casino and certain of its subsidiaries requested and
obtained, on 25 May 2023, the appointment of Thévenot Partners
(Maître Aurélia Perdereau) and BTSG² (Maître Marc Sénéchal) as
conciliators (conciliateurs), tasked with assisting Casino and the
relevant subsidiaries in their discussions with all stakeholders.
In parallel, an Ad Hoc Committee was set up, comprised
exclusively of Independent Directors and Audit Committee
members, to monitor discussions about the financial restructuring.
Shortly after the opening of the conciliation proceedings, a report
issued by Accuracy revealed potential liquidity requirements in
the very short-term. The Group therefore implemented various
measures to protect its liquidity during this period, in particular
by accumulating public debt.
Discussions were then launched with the Interministerial
Committee for Industrial Restructuring (Comité Interministériel
de Restructuration Industrielle – "CIRI") to settle on the terms
under which certain Group companies (including Casino, Casino
Finance, Distribution Casino France (“DCF”), Casino Participations
France (“CPF”), Quatrim, Monoprix Holding, Monoprix, Monoprix
Exploitation, Segisor, ExtenC, Distribution Franprix, Geimex,
relevanC, Sédifrais and Franprix Leader Price Holding (“FPLPH”))
could defer payment of some of their tax and social security
liabilities between 15 May 2023 and 25 September 2023, to allow
them to meet their liquidity requirements.
On 15 June 2023, following discussions conducted under the aegis
of the conciliators and given the cash flow requirements
identified, the relevant Group companies and the CIRI reached
an agreement in principle allowing them to defer the payment
of the Group’s tax and social security liabilities falling due
between 15 May and 25 September 2023, totalling approximately
€300 million (the "Group Public Liabilities") on the earlier of 30
April 2024 or the date on which all of the transactions agreed as
part of the Group’s financial restructuring are completed.
In parallel, on 22 and 23 June 2023, the Group also requested a
suspension of the principal and interest payments on its financial
debts falling due on or after 25 May 2023 until the end of the
conciliation proceedings, totalling approximately €200 million.
As no out-of-court agreement could be reached with the creditor
concerned, the relevant Group companies applied to the
President of the Paris Commercial Court for a suspension of the
payments, which was granted.
7
On 22 September 2023, a memorandum of understanding was
signed between (i) Casino, on its own behalf and on behalf of
the other Group subsidiaries concerned, DCF, Monoprix Holding
and Monoprix Exploitation, and (ii) the French State, in the
presence of the conciliators, outlining the terms of the suspension
of the Group Public Liabilities, up to a maximum amount of
€305,000,000 (the “Group Public Liabilities Protocol”).
Under the terms of the Group Public Liabilities Protocol, the Group
companies concerned agree to repay the Group Public Liabilities
owed by each of them in full on the earlier of (i) 30 April 2024, or
(ii) the date on which all of the transactions agreed as part of
the Group’s financial restructuring are completed, even if the time
limits for appeal have not expired. Once repaid, the security
interests and guarantees provided by the relevant Group
companies will be cancelled.
The situation led to two competing strategic proposals:
• one submitted by 3F Holding, the investment vehicle of Xavier
Niel, Matthieu Pigasse and Moez-Alexandre Zouari (“3F
Holding”); and
• the other submitted by EPGC and F. Marc de Lacharrière
(Fimalac).
Following a competitive bidding process under the aegis of the
conciliators and the CIRI, it was concluded that the offer
submitted by the consortium consisting of EPGC, Fimalac and
Trinity Investments Designated Activity Company with Attestor
Limited as its management company (the “Consortium”), met the
threefold objective of massive deleveraging, rescheduling of debt
repayments and new money equity.
During the discussions, the Group informed the parties involved
in the conciliation proceedings that it needed to capitalise (i) all
the unsecured debt instruments, and (ii) between €1 billion and
€1.5 billion of secured debt (i.e., the RCF and TLB), to ensure that
its debt structure was compatible with the cash flow generation
forecast in the 2024-2028 business plan.
To this end, the Group and the conciliators asked the parties
involved in the conciliation proceedings to submit offers for new
money equity no later than 3 July 2023, followed by revised offers
no later than 14 July 2023, with a view to finalising an agreement
in principle on the terms of the financial restructuring by 27 July
2023.
On 15 July 2023, EPGC and Fimalac submitted a revised offer, that
Attestor joined, proposing total new money equity of €1.2 billion
(including a €925 million share capital increase reserved for the
parties submitting the offer and a €275 million share capital
increase open to Casino’s existing shareholders and creditors, in
order of seniority).
3F Holding did not submit a revised offer.
On 16 July 2023, the Initial Backstop Group (as this term is defined
in Casino’s Accelerated Safeguard Plan) sent a letter to EPGC,
Fimalac and Attestor confirming that they intended to (i) support
the revised offer submitted by them the day before, and (ii) ensure
the financing of the Backstopped Capital Increase, under certain
conditions.
Based on the criteria set out in the Casino press release published
on 17 July 2023 and on the unanimous recommendation of its Ad
Hoc Committee comprising nearly all of the Independent
Directors of the Group, Casino’s Board of Directors decided to
continue negotiations with the Consortium as well as the Group’s
creditors to reach an agreement in principle on the restructuring
of the Group’s financial debt by the end of July 2023.
Following this, the existing creditors were given the opportunity
(up until 11:59 on 24 July 2023) to join the Backstop Group. Several
TLB lenders indicated to Casino and the Consortium their
intention to join the Backstop Group (as this term is defined in
Casino’s Accelerated Safeguard Plan).
On 27 July 2023, following receipt of offers and negotiations, an
agreement in principle was reached with the Consortium and
creditors holding more than two thirds of the TLB on the financial
restructuring (the “Agreement in Principle”). On the same day,
French banking groups (holding, together with some of the above-
mentioned creditors, more than two-thirds of the RCF) agreed in
principle to the main terms of the restructuring as set out in the
Agreement in Principle.
On 18 September 2023, the Group announced that it had reached
an agreement in principle with an ad hoc group representing a
majority of the beneficial owners of the Quatrim HY Notes, to
treat the debts as newly reinstated notes.
Further to the agreements, the Group entered into a lock-up
agreement (the “Lock-Up Agreement”) on 5 October 2023 relating
to its financial restructuring, with (i) EP Equity Investment, an
entity controlled by Daniel Křetínský, Fimalac and Attestor
(hereinafter together referred to as the “Consortium”) and, (ii)
creditors that are the beneficial lenders of 75% of the TLB (as
defined below), the principal commercial banking groups and
some of the above-mentioned creditors that are the beneficial
lenders of 92% of the RCF, as well as holders of 58% of the Quatrim
HY Notes.
The terms and conditions of the Lock-Up Agreement include a
commitment by the signatories to support and carry out any
steps or actions reasonably necessary to implement and
complete the restructuring of the Group in accordance with the
Lock-Up Agreement and, accordingly, to sign the required
contractual documentation. The terms and conditions also allow
the signatories to transfer the Group debt they hold up until the
date of completion of the restructuring, provided that the
transferee is bound by the Lock-Up Agreement under the same
terms.
8
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 As consideration for the commitments given in the Lock-Up
Agreement, the unsecured financial creditors and TSSDI holders
(as defined in Casino’s Accelerated Safeguard Plan) that accede
to the agreement and accept its terms and conditions will receive,
in accordance with the provisions set out in the Lock-Up
Agreement, a payment, the terms of which are described above,
and subject to the conditions described above. The cash payment
will be made by Casino on or close to the date of completion of
the financial restructuring of the Group.
At 17 October 2023, the deadline for joining the Lock-Up
Agreement, the following creditors had accepted the Lock-Up
Agreement:
• creditors that are the beneficial lenders of 98.6% of the TLB5;
• principal commercial banking groups and some of the above-
mentioned creditors that are the beneficial lenders of 90.0%
of the RCF6;
• holders of 78.0% of the Quatrim high-yield notes;
• 51.0% of the unsecured creditors (holders of high-yield notes,
EMTNs and commercial paper); and
• holders of 44.3% of the TSSDIs.
1.2. OPENING OF ACCELERATED SAFEGUARD PROCEEDINGS
On 25 October 2023, the Paris Commercial Court opened
accelerated safeguard proceedings for the benefit of Casino and
certain of its subsidiaries7 for an initial period of two months,
which was then renewed for a further two months. The court
appointed SELARL Thévenot Partners (Maître Aurélia Perdereau),
SELARL FHBX (Maître Hélène Bourbouloux) and SCP Abitbol &
Rousselet (Maître Frédéric Abitbol) as court-appointed receivers
(administrateurs judiciaires) for the proceedings.
The accelerated safeguard proceedings only concern the financial
debt of Casino and its relevant subsidiaries and have no impact
on the Group’s relations with its operational partners (in particular
its suppliers and franchisees) or its employees.
In particular, these proceedings are intended to enable the
financial restructuring to be implemented in accordance with
the terms of the Lock-Up Agreement.
The main steps relating to the consultation of the classes of
affected parties and the approval of the draft plans by the Paris
Commercial Court were as follows:
• 30 October 2023: notices to the parties affected by the draft
accelerated safeguard plans published as required under
Article R. 626-55 of the French Commercial Code (Code de
commerce);
• 2 November 2023: list of claims required under Article L. 628-7
of the French Commercial Code filed with the court registrar;
• 13 November 2023: notification by the court-appointed receivers
to each of the affected parties of the process for assigning the
affected parties to different classes and calculating the votes
within the class or classes to which each party is assigned, the
criteria used to determine the composition of the classes of
affected parties and the list of the affected parties, as required
under Article R. 626-58 of the French Commercial Code;
• 11 December 2023: extension of the accelerated safeguard
proceedings by the court;
• 20 December 2023: affected parties called to vote on the draft
accelerated safeguard plans on 11 January 2024 and
notification by the court-appointed receivers of the internal
rules of the classes of affected parties;
• 21 December 2023: draft accelerated safeguard plans and
appendices made available to the affected parties on Casino’s
website;
• 11 January 2024: approval by 6 of the 7 classes of affected
parties of Casino’s accelerated safeguard plan and approval
by 16 of the 17 classes of affected parties of the accelerated
safeguard plans for the Casino subsidiaries concerned;
• 5 February 2024: hearing held to approve the examination of
the accelerated safeguard plans for Casino and its subsidiaries
by the Paris Commercial Court;
• 26 February 2024: approval by the Paris Commercial Court of
the accelerated safeguard plans for Casino and the Casino
subsidiaries concerned.
5 - Creditors holding 85.4% of the TLB agreed to vote in favour of the financial restructuring as part of the accelerated safeguard proceedings.
6 - Creditors holding 88.8% of the RCF agreed to vote in favour of the financial restructuring as part of the accelerated safeguard proceedings.
7 - Casino Finance, Distribution Casino France, Casino Participations France, Quatrim, Segisor and Monoprix.
9
1.3. ACCELERATED SAFEGUARD PLAN
Casino’s Accelerated Safeguard Plan (and the Accelerated
Safeguard Plans for Casino Finance, Monoprix, Quatrim, CPF, DCF
and Segisor) are based on the restructuring terms agreed in the
Lock-Up Agreement, to which the Agreement in Principle is
appended.
The Accelerated Safeguard Plans were drafted by Casino, Casino
Finance, Monoprix, Quatrim, CPF, DCF and Segisor, with the
assistance of the court-appointed receivers, and are designed
to secure the long-term future of each company as part of the
Group’s financial restructuring.
To this end, the main objectives of the Accelerated Safeguard
Plans are as follows:
1) New money equity for Casino:
• injection of €1.2 billion in additional equity, including:
– €925 million underwritten by the Consortium (through France
Retail Holdings, the Consortium’s investment vehicle); and
– €275 million, which may be subscribed in the following order
of priority by (a) secured creditors under the existing revolving
credit facility (the “RCF”) and the existing term loan B (the
“TLB”) (up to their respective share), (b) noteholders (up to
their respective share), (c) TSSDI holders (up to their respective
share), and (d) any of the above-mentioned creditors wishing
to subscribe for more than their respective share. This €275
million is fully guaranteed by the Backstop Group (as defined
in Casino’s Accelerated Safeguard Plan).
2) Treatment of Casino’s secured debt, totalling €3.476 billion8:
• €1.355 billion debt-to-equity conversion for the secured debt
(i.e., approximately 49% of the total debt under (i) the TLB, and
(ii) the RCF which will not be reinstated in the Reinstated RCF
(as defined below));
• the residual debt under the RCF and the TLB will be reinstated
for an amount totalling €2.121 billion, corresponding to:
– a secured term loan reinstated at the level of Casino for an
amount of €1,409,945,342.17 (i.e., approximately 51% of the
debt under the TLB and the RCF which will not be reinstated
in the Reinstated RCF) with a maturity of three years from
the date of completion of the restructuring (the “Reinstated
TLB”), and
– a secured, super-senior RCF reinstated at Monoprix level for
a principal amount of €711,271,972.46 (for which the creditors
will be the Group’s French partner banks) with a four-year
maturity from the restructuring date (the “Reinstated RCF”);
the lenders under the Reinstated TLB and the Reinstated RCF
will be parties to the new inter-creditor agreement, under the
terms of which the Reinstated RCF lenders will be senior in
ranking for repayment purposes to Reinstated TLB lenders, in
accordance with the terms and conditions of the agreement
(the “New Inter-Creditor Agreement”).
3) Treatment of unsecured debt9:
• debt-to-equity conversion for all notes and TSSDIs (including
the principal amount and deferred and accrued interest up
until the date of completion of the restructuring), i.e.,
approximately €3.518 billion and USD 5 million of debt (principal
amount), corresponding to approximately €2.168 billion of high-
yield notes and EMTNs, USD 5 million of commercial paper and
€1.350 billion of TSSDIs (outstanding principal amount);
• allotment of share warrants and payment of a support fee to
the noteholders that acceded to the Lock-Up Agreement no
later than 17 October 2023;
• payment of a support fee (commission d’adhésion) to the TSSDI
holders that acceded to the Lock-Up Agreement no later than
17 October 2023.
4) Treatment of high-yield notes issued by Quatrim and underlying
guarantees:
• reinstatement of the high-yield notes issued by Quatrim at the
level of Quatrim: total of €491 million10,11 reinstated with a three-
year maturity extension, i.e., until January 2027 with an
additional one-year extension option to be exercised at
Quatrim’s discretion;
• restructuring of the sureties provided by Casino, Casino Finance,
Monoprix, DCF, CPF and Segisor as security for the secured debt
with the cancellation and, where applicable, the provision of
a new replacement personal surety as security for the
Reinstated RCF and the Reinstated TLB and with respect to the
Quatrim HY Notes, cancellation of the guarantees provided as
security for the Quatrim HY Notes and provision of new
replacement guarantees by Monoprix and Segisor (capped at
€50 million for Monoprix and €46.3 million for Segisor), and
implementation of a surety from Casino as security for the
contractual rent owed by Group members to IGC and a
commitment to make available, through shareholder loans,
the amounts required for Quatrim’s capital expenditure needs
not covered by its cash flow or other liquid assets.
8 - The figures presented in this section include the principal amount only. They do not include any accrued and unpaid interest up until the effective restructuring date.
9 - The figures presented in this section include the principal amount only. They do not include any accrued and unpaid interest up until the date on which Casino’s Accelerated
Safeguard Plan was approved by the Paris Commercial Court.
10 - In light of the use of €91 million from the Quatrim segregated account on the effective completion date of the restructuring (the balance being allocated to Quatrim’s cash
position) for the redemption of Quatrim HY Notes (including frozen interest).
11 - With the addition of approximately €14 million in accrued interest capitalised on the date of completion of the restructuring, before being prepaid using the sale proceeds
realised on the date of completion of the restructuring and paid into a segregated account valued at approximately €95 million.
10
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 Alongside these main objectives of the Accelerated Safeguard
Plans, other restructuring measures will be implemented (outside
of the Plans):
1) pursuant to the order issued by the President of the Paris
Commercial Court on 7 September 2023, repayment in full of
the notes underwritten by the Regera fund (principal amount
of €120 million and payment of accrued interest estimated at
approximately €19 million up until the date of completion of
the restructuring) by Monoprix Exploitation: on the date of
completion of the restructuring;
2) provision by the Group’s partner banks or their affiliates, on
the date of completion of the restructuring, of new operating
financing for the Group (including by maintaining existing
confirmed or unconfirmed lines of credit) in each case in
accordance with the terms of the relevant financing as agreed
with the relevant Group companies) totalling approximately
€1.178 billion12 for a period of two years from the date of
completion of the restructuring with (subject to compliance
with the financial covenants of the Reinstated RCF on the last
test date prior to the second anniversary of the Reinstated
RCF and the terms of the relevant financing as agreed with
the relevant Group companies) an additional one-year
extension at the Group’s discretion;
3) potential provision of a new line of credit totalling a maximum
amount of €100,000,000 to Monoprix Holding (the “Shortfall
Line”) to supplement the portion of the New Casino Group
Operating Financing provided for in the Agreement in Principle
not allocated to the Secured Creditors as described in the
Accelerated Safeguard Plan (however, the new line of financing
does not give access to the right to reinstate a portion of the
RCF within the Reinstated RCF);
4) in accordance with the separate agreements (outside of the
Plan) entered into on 19 October 2023, out-of-court restructuring
of certain swaps at the level of Casino Finance to ensure that
the total amount payable corresponds to the value of the
undiscounted expected future cash flows on the date of
restructuring of these swaps and a linear payment over a
period of three years in 36 monthly instalments, the first of
which will be paid on the 15th business day following the date
of completion of the restructuring, or on 30 April 2024 if earlier,
limiting the usual default events to certain events only (mainly
the termination of Casino Finance’s Accelerated Safeguard
Plan or non-payment) and with a release of the personal
guarantees or sureties issued by Casino;
5) in accordance with the separate agreements (outside of the
Plan) entered into prior to the decision to open accelerated
safeguard proceedings, termination of certain swaps at the
level of Casino Finance and immediate payment in return for
a discount, under the terms set out in Casino’s Accelerated
Safeguard Plan.
The aim of the restructuring measures is to improve Casino’s
balance sheet and, more generally, that of the Group as a whole,
and to strengthen its capital structure and secure its financing.
This will enable the Group, now controlled by the Consortium, to
implement its strategic plan over the coming years.
The implementation of Casino’s Accelerated Safeguard Plan was
contingent on the satisfaction of the conditions precedent
described below.
The Share Capital Increases carried out as part of the financial
restructuring plan will lead to massive dilution for existing Casino
shareholders.
Moreover, given the significant dilution caused by the transactions
provided for in the Lock-Up Agreement, Casino’s Board of Directors
decided, on 2 October 2023 and on a voluntary basis in
accordance with Article 261-3 of the General Regulations of the
French financial markets authority (Autorité des Marchés
Financiers – AMF), to appoint Sorgem Evaluation as an
independent expert, tasked with assessing the fairness of the
financial terms of the restructuring plan for Casino’s current
shareholders. The independent expert assessed the financial
terms of the financial restructuring for shareholders and issued
a report containing a fairness opinion.
The findings of the report are as follows: “In light of the above,
we are of the opinion that the financial terms of the proposed
restructuring plan are fair for Casino’s current shareholders.”
12 - Please note the following: (a) this amount (i) does not include the commitments given by the creditors for the revolving facility granted to Monoprix Exploitation and the
Cdiscount government-backed loan which are not set out in the RCF granted to the Company, and (ii) only includes the Cdiscount government-backed loan to the extent of
the 20% share not backed by the government; and (b) the Bred facility will be reduced by €4 million on the date of completion of the restructuring.
11
Following completion of the share issues by Casino, the ownership of share capital will be as follows, on a non-diluted basis:
OWNER
Existing shareholders
Of which Rallye group (including Fiducie Rallye/Equitis
Gestion: 1,032,988 shares)
Of which Vesa Equity Investment (Daniel Křetínský’s
investment holding company)
Of which Fimalac Group (Marc de Lacharrière (Fimalac)/
Fimalac Développement/Gesparfo)
Of which Casino employee savings plan
Of which Treasury Shares (auto-détention and
auto-contrôle)
Of which Public
Consortium
Of which SPV Consortium Capital Increase
Of which #1 Share Warrants
Of which #2 Share Warrants
Backstopped Capital Increase participants
Secured Creditor Capital Increase participants
Noteholder Capital Increase participants
Of which #3 Share Warrants
TSSDI Holder Capital Increase participants
#1 Share Warrants (excluding the Consortium)
#2 Share Warrants (excluding the Consortium)
Additional Share Warrants
TOTAL
Share capital
Voting rights
Number
108,426,230
%
0.3%
Number
155,490,741
45,023,620
0.1%
89,013,622
10,911,354
13,062,408
1,234,469
809,150
37,385,229
21,264,367,816
21,264,367,816
-
-
5,965,292,841
9,112,583,488
706,989,066
-
146,421,410
-
-
-
0.0%
0.0%
0.0%
0.0%
0.1%
57.0%
57.0%
0.0%
0.0%
16.0%
24.4%
1.9%
0.0%
0.4%
0.0%
0.0%
0.0%
10,911,354
13,062,408
2,281,538
809,150
39,412,669
21,264,367,816
21,264,367,816
-
-
5,965,292,841
9,112,583,488
706,989,066
-
146,421,410
-
-
-
%
0.4%
0.2%
0.0%
0.0%
0.0%
0.0%
0.1%
56.9%
56.9%
0.0%
0.0%
16.0%
24.4%
1.9%
0.0%
0.4%
0.0%
0.0%
0.0%
37,304,080,851
100.0%
37,351,145,362
100.0%
12
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023
Implementation of Casino’s Accelerated Safeguard Plan
The implementation of Casino’s Accelerated Safeguard Plan was
contingent on the satisfaction of a number of standard conditions,
including, as a condition precedent, the approval of the necessary
resolutions by the classes of affected parties and obtaining the
required level of creditor support as part of the accelerated
safeguard proceedings.
The classes of affected parties voted remotely on Casino’s draft
accelerated safeguard plan, to which the draft resolutions
relating to the share capital increases and share capital
transactions implemented as part of Casino’s Accelerated
Safeguard Plan are appended, between 21 December 2023 and
10 January 2024, with a physical meeting for the class of Casino
shareholders held on 11 January 2024.
At the meeting of classes of affected parties on 11 January 2024,
Casino creditors voted as follows:
• RCF and TLB creditors that do not benefit from the elevation
mechanism (Class 1) voted in favour of the plan (100% of the
votes cast);
• RCF creditors that benefit from the elevation mechanism (Class
2) voted in favour of the plan (100% of the votes cast);
• creditors holding EMTNs, high-yield notes and commercial
paper (Class 3) voted in favour of the plan (68.55% of the votes
cast);
• creditors under the guarantee granted by Casino to the
beneficial owners of the Quatrim high-yield notes (Class 4)
voted in favour of the plan (95.84% of the votes cast);
• Casino’s sole creditor in Class 5 (GPA, under a guarantee
granted to it) abstained from voting on the draft accelerated
safeguard plan for Casino;
• TSSDI holders (Class 6) voted in favour of the plan (75.62% of
the votes cast); and
• existing Casino shareholders (Class 7) voted in favour of the
plan (98.87% of the votes cast).
The draft accelerated safeguard plans were approved by 16 of
the 17 classes of affected parties related to the subsidiaries
concerned, i.e., the required majority (more than 2/3) was met.
Under a guarantee granted to it, GreenYellow Holding is the sole
Class 2 creditor of Casino Participations France. GreenYellow
Holding voted against the adoption of the draft accelerated
safeguard plan for Casino Participations France. The rejection of
Casino Participations France’s Accelerated Safeguard Plan by
one of the classes has no impact on its implementation pursuant
to the mechanism forcing any dissenting classes to accept the
plan.
The main conditions precedent for Casino’s Accelerated
Safeguard Plan, which have all been satisfied, are as follows:
• submission of the report by the independent expert appointed
by Casino’s Board of Directors, pursuant to Article 261-3 of the
AMF’s General Regulations, relating to the fairness of the
financial terms of this restructuring for existing shareholders:
– the report was submitted on 20 December 2023;
• issue by the AMF of a waiver (the “AMF Waiver”) on the basis
of Article 234-9, 2° of the AMF’s General Regulations valid and
in force. No appeal was lodged against the AMF Waiver:
– AMF’s Board issued this waiver on 9 January 2024;
• issue by the Luxembourg Insurance Authority of a decision
authorising or not objecting to the change of control of Casino
RE resulting from the restructuring:
– the Luxembourg Insurance Authority issued this decision on
2 February 2024;
• issue, where necessary, of a decision by the European
Commission acknowledging that the Consortium’s planned
investment does not fall within the scope of the Foreign
Subsidies Act:
– the European Commission issued this decision on 2 February
2024;
• approval of Casino’s Accelerated Safeguard Plan by the Paris
Commercial Court:
– the Paris Commercial Court approved Casino’s Accelerated
Safeguard Plan on 26 February 2024.
• approval of the Accelerated Safeguard Plans for Casino
Finance, DCF, CPF, Quatrim, Monoprix and Segisor by the Paris
Commercial Court. This condition is deemed to have been
satisfied even if appeals are lodged against the rulings
approving the Accelerated Safeguard Plans:
– the Paris Commercial Court approved the Accelerated
Safeguard Plans for Casino Finance, DCF, CPF, Quatrim,
Monoprix and Segisor on 26 February 2024;
• conditional or unconditional decision (or statement of absence
of authority) issued by any competition authority, when
required, authorising the restructuring as provided for in
Casino’s Accelerated Safeguard Plan or stating that it has no
objections to the Plan (provided the absence of objections is
construed, under the applicable law, as an authorisation to
carry out the planned restructuring), or expiry of the applicable
cooling-off period if this is treated as an authorisation under
the applicable law:
– the European Commission issued a decision authorising the
restructuring provided for in Casino’s Accelerated Safeguard
Plan on 5 January 2024,
13
– the Moroccan competition authority issued a decision
authorising the restructuring provided for in Casino’s
Accelerated Safeguard Plan on 30 January 2024,
– the Serbian competition authority issued a decision
authorising the restructuring provided for in Casino’s
Accelerated Safeguard Plan on 12 January 2024,
– the Kosovar competition authority issued a decision
authorising the restructuring provided for in Casino’s
Accelerated Safeguard Plan on 1 February 2024,
– the North Macedonian competition authority issued a
decision authorising the restructuring provided for in Casino’s
Accelerated Safeguard Plan on 12 January 2024;
• authorisation of the French Ministry of the Economy for the
control of foreign investments pursuant to Article L. 151-3 of the
French Monetary and Financial Code (Code monétaire et
financier):
– the French Ministry of the Economy issued its decision
authorising the Consortium to take over control of the
Company as part of the financial restructuring on 11 January
2024.
In addition, on 15 February 2024, Casino filed petitions before the
Bankruptcy Court of the Southern District of New York for the
opening of Chapter 15 proceedings under the US Bankruptcy
Code.
The purpose of these proceedings is to obtain recognition in the
United States of (i) the accelerated safeguard proceedings at
the level of Casino and six of its subsidiaries13 and (ii) as the case
may be, the judgements adopting the related accelerated
safeguard plans, in order to ensure their enforcement in the
United States, in particular with regard to debt instruments
governed by the law of the State of New York.
The hearing before the Bankruptcy Court of the Southern District
of New York to consider recognition of the accelerated safeguard
proceedings and related judgements is expected to be held on
21 March 2024.
At the date of this document, no appeal had been filed by
creditors, shareholders or other interested parties to contest the
Chapter 15 proceedings; the deadline for appeals is midnight on
11 March 2024.
Governance/Amendments to Casino’s Articles of Association
As from the completion of the share capital transactions provided
for in Casino’s Accelerated Safeguard Plan (other than the reverse
stock split and share capital reduction no. 2, which will be
implemented in accordance with Casino’s Accelerated Safeguard
Plan), Casino’s Articles of Association will be amended to shorten
the period required for the allocation of double voting rights
granted by Casino to its shareholders in accordance with the
provisions of Article L. 225-123 of the French Commercial Code,
which will be reduced from four (4) years to two (2) years, in
accordance with the terms of the fifteenth resolution approved
by the shareholder class at the meeting of classes of affected
parties on 11 January 2024.
Following the Group’s financial restructuring, the Group will be
controlled by France Retail Holdings S.à r.l. (an entity ultimately
controlled by Daniel Křetínský).
Upon completion of the financial restructuring, Jean-Charles
Naouri will resign from all of his positions with immediate effect,
as will all members of Casino’s Board of Directors, with the
exception of Nathalie Andrieux.
Casino’s new Board of Directors will be as follows:
• Laurent Pietraszewski: Chairman of the Board of Directors;
• Philippe Palazzi: Director and Chief Executive Officer;
• Elisabeth Sandager, Athina Onassis, Pascal Clouzard and
Branislav Miškovič, Directors; and
• Thomas Piquemal, Thomas Doerane and Martin Plavec, Non-
Voting Directors.
Elisabeth Sandager, Athina Onassis, Nathalie Andrieux, Laurent
Pietraszewski and Pascal Clouzard will be independent members
of the Board of Directors.
In accordance with Casino’s Articles of Association, shareholders
will be invited at the next Annual General Meeting to ratify these
appointments, which will be made on a provisional basis.
T h e C o m p a n y i n t e n d s t o re f e r t o t h e A f e p - M e d e f
recommendations; the composition and responsibilities of the
Audit Committee and the Appointments and Compensation
Committee will comply with these recommendations.
Casino will continue to be listed on Euronext Paris.
13 - Casino Finance, Distribution Casino France, Casino Participations France, Quatrim, Monoprix and Segisor.
14
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 1.4. SCOPE OF THE GROUP
As described in detail in the section on discontinued operations
on page 30, Casino Group has completed or initiated the following
disposals since the beginning of 2023:
• Assaí: sale by Casino Group of an 18.80% stake in Assaí’s share
capital in March 2023, then of an 11.70% stake in June 2023, such
that the Group no longer holds any stake in Assaí;
• Éxito: sale of the entire stake held by Casino Group and GPA in
the Éxito Group, finalised on 26 January 2024;
• GPA: GPA called an Extraordinary General Meeting on 11 January
2024 to approve, among other things, an increase by 800 million
ordinary shares of the authorised share capital of the company
and the proposal by GPA’s management, with the consent of
Casino, to elect new members to its Board of Directors, subject
to the conclusion of the potential offer, in anticipation of the
expected dilution of Casino’s stake in the company. In the event
of completion of this planned disposal and the election of the
new Board of Directors, Casino would no longer control GPA
given that these resolutions were approved at GPA’s
Extraordinary General Meeting on 11 January 2024; and
• Hypermarkets and supermarkets: following the exclusive
negotiations initiated on 18 December 2023 for the sale of
almost all of the Casino Group hypermarket and supermarket
outlets, the Group signed agreements with Auchan Retail
France and Groupement Les Mousquetaires to sell
288 Casino Group hypermarket and supermarket stores (and
their adjoining service stations) in mainland France in the
second and third quarters of 2024, after consultation with the
relevant employee representative bodies. On 8 February 2024,
Casino Group also signed an agreement with Carrefour for the
sale of 25 Casino hypermarkets and supermarkets. At
31 December 2023 and at end-February 2024, there were
58 hypermarkets and 405 supermarkets excluding International
Affiliates14.
14 - Only the number of hypermarkets and supermarkets sold in the first wave at 30 September 2023 was been deducted from the hypermarket and supermarket store base at
31 December 2023 and at end-February 2024.
15
1.5. DESCRIPTION OF THE NEW FINANCING AGREEMENTS TO COME
INTO EFFECT ON THE RESTRUCTURING DATE
The Group’s new financing documentation, which was approved by the Commercial Court on 27 February 2024 and will come into
effect on the restructuring completion date on 27 March 2024, provides for reinforced financial reporting requirements compared
to the previous documentation. In particular, the indicators and covenants will be provided in equal or greater detail each quarter
through press releases.
1) Reinstated TLB
Main terms and conditions of the Reinstated TLB:
Borrower
Casino
Banking Group
Casino and its subsidiaries, excluding Latam and Quatrim.
Principal amount
Approximately €1,410 million
Maturity date
Interest
Repayment in one instalment.
Three years from the effective restructuring date.
Interest rate:
-6% per annum for the first nine months from the effective restructuring date; then
-9% per annum.
Total mandatory early
repayment
and total reduction
Under the terms of the Reinstated TLB, the following events will trigger total mandatory early repayment:
- a change of control (as summarised in section 3 "Stipulations applicable to the Reinstated TLB and the Reinstated
RCF" below);
- the disposal of all or substantially all of Franprix Leader Price Holding’s and/or its subsidiaries’ assets;
- the disposal of all or substantially all of Monoprix’s and/or its subsidiaries’ assets; and
- the disposal of all or substantially all of the Banking Group’s assets.
Partial
early repayment
This includes partial early repayment triggered in the event of the Banking Group’s asset disposal. Early repayment
is subject to certain liquidity tests. Where applicable, the partial early repayment amount must be shared between
the Reinstated TLB and the Reinstated RCF in accordance with the new inter-creditor agreement.
Early repayment
The Reinstated TLB also provides for voluntary early repayment (without penalty).
Guarantors
Casino Finance, DCF, Monoprix and Segisor.
Collateral
Rank
The lenders under the Reinstated RCF and Reinstated TLB have security rights over shares of the Banking Group’s
French operating subsidiaries and holding companies (i.e., Monoprix, DCF, Casino Finance, Tevir, Segisor, Monoprix
Holding, Monoprix Exploitation and Franprix Leader Price Holding).
In addition, each guarantor grants a pledge over its bank accounts and intra-group receivables.
Secured senior, with the Reinstated RCF senior in ranking to the Reinstated TLB for the purposes of allocating
proceeds from the realisation of security rights and other payments to be assigned in accordance with the agreed
payment order under the New Inter-Creditor Agreement.
Financial covenants
See section 3 "Stipulations applicable to the Reinstated TLB and the Reinstated RCF" below.
16
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 2) Reinstated RCF:
Main terms and conditions of the Reinstated RCF:
Borrower
Monoprix
Banking Group
Casino and its subsidiaries, excluding Latam and Quatrim
Principal amount
Approximately €711 million
Maturity date
Four years from the effective restructuring date.
Interest rate: Euribor (0% floor per annum) plus the margin, calculated as follows:
- 1.5% per annum for the first 24 months from the effective restructuring date, then 2% per year;
- the margin is increased:
• by 1% per annum from the date on which the principal amount of the Reinstated TLB at the effective restructuring
Interest
date has been reduced by more than 50%,
• by 2% per annum from the first dividend distribution, or buyback of securities or any other payment on its
securities by Casino (in each case, excluding any buyback of securities in accordance with the liquidity agreement,
provided that such buyback is authorised by the agreement relating to the Reinstated RCF).
The aggregate margin increases will not exceed 2% per annum.
Legal clean down:
- On the effective restructuring date, the total amount drawn under the Reinstated RCF shall not exceed the total
amount of Liquidity (as this term is defined in the Reinstated RCF agreement) of Casino and its subsidiaries.
- From the effective restructuring date until the date of the first mandatory early repayment under the Reinstated
TLB – at least once on a continuous 12-month period from (x) for the first time, the restructuring completion date,
then (y) the last day of the final clean down – the total amount drawn under the Reinstated RCF shall not exceed
the Monthly Liquidity Amount over a minimum period of three consecutive calendar days,
the fulfilment, or not, of this "legal" clean down on the date in question will have to be confirmed by the administrators
appointed to oversee the implementation of Monoprix’s Accelerated Safeguard Plan; it being specified that (i)
a minimum period of three months must elapse between two clean-downs and (ii) no clean-down period may
include 30 June or 31 December.
Contractual clean down:
Monoprix will have to carry out a “cash” clean-down (constituting an effective repayment of the sums borrowed
under the Reinstated RCF) for a minimum of three consecutive calendar days on a continuous 12-month period (i)
before any mandatory repayment under the Reinstated TLB and (ii) from the first mandatory repayment under
the Reinstated TLB, with a maximum period of three months between each clean down and no clean down on
30 June and 31 December.
Under the terms of the Reinstated RCF, the following events will trigger total early repayment:
- a change of control (as described in section 3 "Stipulations applicable to the Reinstated TLB and the Reinstated
RCF" below),
- the disposal of all or substantially all of Franprix Leader Price Holding’s and/or its subsidiaries’ assets without
the prior agreement of 80% of the lenders’ commitments;
- the disposal of all or substantially all of Monoprix’s and/or its subsidiaries’ assets without the prior agreement
of 80% of the lenders’ commitments; and
- the disposal of all or substantially all of the Banking Group’s assets.
Clean down
Total
early repayment and
total reduction
Partial
early repayment and
partial reduction
The Reinstated RCF contains partial early repayment clauses in the event of the disposal of certain assets. This
includes, in particular, the early repayment (without cancellation) of amounts drawn prior to any mandatory early
repayment in relation to the asset disposals of the Reinstated TLB.
Early
repayment
Guarantors
Collateral
Rank
The Reinstated RCF also provides for voluntary early repayment (without penalty).
Casino, Casino Finance and DCF.
The lenders under the Reinstated RCF and Reinstated TLB have security rights over shares of the Banking Group’s
French operating subsidiaries and holding companies (i.e. Monoprix, DCF, Casino Finance, Tevir, Segisor, Monoprix
Holding, Monoprix Exploitation and Franprix Leader Price Holding).
In addition, each guarantor grants a pledge over its bank accounts and intra-group receivables.
The Reinstated RCF is senior in ranking to the Reinstated TLB for the purposes of allocating proceeds from the
realisation of security rights and other payments to be assigned in accordance with the agreed payment order
under the New Inter-Creditor Agreement.
Financial covenants
See section 3 "Stipulations applicable to the Reinstated TLB and the Reinstated RCF" below.
17
3) Stipulations applicable to the Reinstated TLB and
the Reinstated RCF:
of the relevant period as referred to in column one below (the
"Total Net Leverage Ratio Covenant"):
Other restrictions
The agreements relating to the Reinstated RCF and the Reinstated
TLB include the usual commitments and restrictions for this type
of bank loans, which apply to the entire banking group (as
defined above) and which relate in particular (without this list
being exhaustive) to (i) dividend payments and other payments
to Casino shareholders, (ii) sales of assets (subject to the
agreement of various majority thresholds of lenders depending
on the categorisation of the asset and to the rules of allocation
of disposal proceeds for early redemption), (iii) the Group’s
additional borrowings, (iv) additional security interests or (v)
collateral.
Dividends and payments to shareholders
Dividend distributions and other payments to Casino
shareholders will not be permitted (subject to the usual
exceptions for this type of financing) for two years following the
date of the restructuring. From the end of the second year,
dividend distribution is permitted subject to the absence of any
persistent default (or resulting from such distribution) and a Total
Net Leverage Ratio not to exceed 3.50x.
Financial covenants
The financial commitments under the Reinstated TLB and
Reinstated RCF are identical and are summarised below. The
Banking Group will benefit from a Covenant Holiday Period of 18
months from the restructuring completion date, during which
any default under the said financial commitments may not give
rise to any early repayment obligation:
• (a) Minimum Liquidity: the consolidated Monthly Liquidity
Amount (as defined in each contract) on the last day of each
month (from the end of the Covenant Holiday Period) must be
at least equal to an aggregate amount of €100,000,000.
• (b) Liquidity Forecast: on the last day of each Financial Quarter
(from the end of the Covenant Holiday Period), the Liquidity
Forecast must demonstrate that the Monthly Liquidity Amount
of the Banking Group is at least equal to €100,000,000 at the
end of each month making up the next Financial Quarter.
• (c) Total Net Leverage Ratio: the Total Net Leverage Ratio (as
defined in each contract and corresponding to the ratio of
Total Net Debt15 to Pro Forma EBITDA16 of the Banking Group)
shall not be higher than the maximum level referred to in
column two below (or any other level agreed between the
Group and the majority of the lenders concerned) in respect
Column 1
Period
(ending on)
30 September 2025
31 December 2025
31 March 2026
30 June 2026
30 September 2026
31 December 2026
31 March 2027
30 June 2027
30 September 2027
31 December 2027
31 March 2028
Other covenants
Column 2
Maximum Total
Net Leverage Ratio
8.34x
7.17x
7.41x
6.88x
6.11x
5.23x
5.55x
5.15x
4.81x
4.13x
4.30x
The documentation relating to the Reinstated TLB and the
Reinstated RCF also includes incurrence covenants (leverage test
(Total Net Leverage Ratio) or the Group’s liquidity position
(Monthly Liquidity Amount)) which only apply upon the occurrence
of specific events or to enable certain transactions to proceed
(dividends, external growth transaction, etc.). These covenants
may be applied on an independent or additional basis and are
not subject to the Covenant Holiday Period referred to above.
Change of control
Lastly, the documentation relating to the Reinstated TLB and the
Reinstated RCF provides for the event of a change of control
defined, identically in both agreements, as being when (i) Daniel
Křetínský (or provided that there is no material change (which
cannot be justified) in Casino’s management, his heirs or the
holding companies controlled by Daniel Křetínský or his heirs)
ceases to hold the majority of the voting rights of France Retail
Holding S.à r.l. or ceases to hold the right to appoint/revoke the
majority of the managers of France Retail Holding S.à r.l., or (ii)
France Retail Holding S.à r.l. ceases to directly hold more than
45% of Casino’s share capital or more than 50% of Casino’s voting
rights.
15 - Total Net Debt corresponds to the total borrowings of the Banking Group (excluding shareholder debts subordinated to senior loans) of the Banking Group members, less
cash and cash equivalent investment available within the Banking Group.
16 - Adjusted EBITDA corresponds to the Group’s trading profit (as defined in the contracts relating to the Reinstated TLB and the Reinstated RCF), adjusted for (i) net depreciation,
amortisation and provision expenses and (ii) repayments of lease liabilities. Pro Forma EBITDA takes into account the annualised cost savings and other synergies generated
by a Group member in connection with the acquisition or sale of a Group asset (calculated as if the acquisition or sale had taken place on the first day of the test period
concerned according to the terms and conditions of the contract).
18
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 In the event of a change of control, each lender under the
Reinstated RCF or the Reinstated TLB may request the repayment
of their interest in the Reinstated RCF and/or the Reinstated TLB,
as the case may be (with, in the case of the Reinstated RCF, the
cancellation of their commitment to make funds available for
the future).
control clauses in the documentation all include at a minimum
the change of control clause applicable to the Reinstated RCF
(described above), to which is added a change of control linked
to the ownership of the subsidiary concerned (having subscribed
to the said operating financing) by Casino or by one or more
Casino subsidiaries.
The documentation relating to operating financing at the level
of Casino’s subsidiaries – syndicated loans, bilateral credit lines,
factoring, reverse factoring, overdrafts, export lines, etc. – also
contains the usual change of control clauses. The change of
In the event of a change of control regarding such operating
financing, it will become immediately due and the commitments
of the financial institutions in this regard will be automatically
cancelled.
4) Quatrim HY Notes:
The main stipulations of the Quatrim HY Notes are as follows:
Issuer
Amount
Identical to Quatrim HY Notes: Quatrim SAS
€491 million
Subscribers
Beneficial owners of the Quatrim HY Notes
Covenant Group
Forecas 3 and their subsidiaries (including Quatrim)
Maturity date
15 January 2027, with a further one-year extension at Quatrim’s discretion.
Interest
Collateral
Guarantees
Change of
control
Partial
early repayment
Non-Voting Director
– Pay-If-You-Can Coupon (PIYC) of 8.5% per annum, related to the progress of the asset disposal plan:
• PIYC Coupon subject to minimum liquidity criteria at the level of Quatrim.
– Increase in compensation: if proceeds from disposals are less than 80% of the targeted amount of asset
disposals, the coupon will be increased to 9.5% per annum.
– Reduction in compensation: if proceeds from disposals exceed 120% of the targeted amount of asset disposals,
the coupon will be reduced to 7.5% per annum.
– First-ranking pledge over security accounts covering 100% of Quatrim shares
– First-ranking pledge over security accounts covering 100% of IGC shares
– First-ranking pledge over Quatrim’s main bank accounts in France
– First-ranking pledges over receivables due to Quatrim under the Segisor intra-group loan and the Monoprix
intra-group loan
Limited recourse against Casino Group:
– Casino’s joint and several guarantee granted as security for the contractual rent owed by Casino Group
members to IGC;
– Casino’s joint and several guarantee granted as security for the amounts required for Quatrim’s capital
expenditure needs not covered by its cash flow or other liquid assets until Casino’s Accelerated Safeguard
Plan is implemented;
– Monoprix SAS’s joint and several guarantee granted as security for an amount of €50 million, corresponding
to the amount of the intra-group debt held by Quatrim over Monoprix.
– Segisor’s joint and several guarantee granted as security for an amount of €46.3 million, corresponding to the
amount of the intra-group debt held by Quatrim over Segisor.
The indenture relating to the Reinstated Quatrim HY Notes includes the usual clauses relating to a change of
control.
The indenture relating to the Reinstated Quatrim HY Notes provides for several cases of partial early repayment,
particularly in the event of an asset disposal, subject to specific liquidity tests.
Appointment of a non-voting Director (censeur) by the majority of the beneficial owners of the Reinstated Quatrim
HY Notes to monitor the implementation of the Asset Disposal Programme (the "Non-Voting Director"), it being
specified that the Non-Voting Director will not have any voting or veto rights within the Steering Committee,
but only the right to be informed of the financial situation of the Quatrim group and the progress of the Asset
Disposal Programme;
– the Non-Voting Director will have the power to approve any amendment to the Asset Disposal Programme on
behalf of the holders and beneficial owners of the Reinstated Quatrim HY Notes;
– in the event of substantial non-performance of the Asset Disposal Programme (i.e., if the disposal proceeds are
equal to or less than 75% of the target amount at the relevant test date), the Non-Voting Director will have a
step-in right enabling the latter to arrange for the disposal of the assets belonging to IGC or its subsidiaries.
Commercial leases
Quatrim and its subsidiaries cannot modify/amend existing commercial leases entered into between Casino Group
members as lessees and IGC or its subsidiaries as lessor, except in the ordinary course of business at arm’s
length terms.
Rank
Senior secured
Applicable law
Law of the State of New York
19
Scope of continuing operations
A multi-format,
multi-banner, multi-channel
model
A selection of products and services
adapted to the needs of each customer
OUR STRENGTHS
STORES
8,634 stores, including 6,979 stores under franchise or business lease
MONOPRIX
FRANPRIX
A high quality offering
of food, fashion, home
and hygiene/beauty
products, a range of
innovative services
and a shopping
experience that
combines pleasure
and excellence.
Banners:
• Monoprix, monop’,
Naturalia (format
dedicated to organic
products)
41% of stores
under franchise
or business lease
A top-quality
range and
innovative everyday
concepts that are
reinventing the local
neighbourhood shop.
CASINO
CONVENIENCE
BANNERS
An offering of everyday
basics to meet the
expectations of consumers
in search of quality,
authenticity and services.
Banners:
• Franprix,
Le marché d’à côté
Banners:
• Vival, Spar, Le Petit
Casino, Sherpa, etc.
73% of stores
operated under
franchise or
business lease
No. 1 network of
convenience stores in
France, with 91% of stores
operated under franchise
or business lease
INCREASINGLY DIGITALISED ACCESS TO
OUR OFFERING THROUGH
• the apps
• the banners’ merchant websites (e.g., www.monoprix.fr) and
partners’ websites (e.g., Amazon Prime Now, UberEats, Deliveroo)
• in-store services: shop & go, click and collect
• next-day, express and quick commerce home delivery
NON-FOOD E-COMMERCE
No. 2 in e-commerce in France
€2.8bn in gross merchandise volume (GMV) in 2023
RETAIL PROPERTY
Dynamic management of real estate assets, monetisation of €0.896bn
in real estate assets by the end of 2023
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
2023 KEY FIGURES
€9bn
in net sales
No. 1
in convenience stores
in France
No. 2
in e-commerce
in France
Rated 73/100
ranked by Moody’s ESG
(vs. 56/100 in 2016)
Consolidated revenue
breakdown
17%
17%
48%
Franprix
14%
Casino
convenience
banners
4%
Monoprix
Non-food e-commerce
(Cdiscount)
Other
20
OUR GROUP > BUSINESS MODELCASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023
Operational excellence and
performance improvement are central
to our business
… promoting more responsible trade
SUPPLIES
Selecting quality products at the right price:
• Buying at the right price, thanks largely to
the development of purchasing hubs with
other retailers
• Guaranteeing the safety and food quality of
products
• Developing responsible purchasing and
sustainable partnerships with producers
• Monitoring and improving the supply chain
LOGISTICS
Optimising the economic cost and environmental
impact of transport and storage:
• Optimising transport and storage through
automation, robotisation, pooling of
warehouses and partnerships with last-mile
delivery experts
• Reducing the environmental footprint of the
supply chain by using alternative modes of
transport
SALES AND CUSTOMER EXPERIENCE
Guaranteeing a range of products and services
adapted to consumer requirements:
• Offering a wide choice of quality products,
drawing on strong private-label brands
• Anticipating new consumer habits
• Promoting healthier, more sustainable
consumption patterns by developing organic
and responsible sectors
• Offering a more seamless, enhanced buying
experience by developing innovative concepts
• Digitalising and enriching the customer
experience with an omni-channel model and
personalised digital services
• Creating more delivery options for customers
(clean delivery, especially on foot)
D
E
T
A
R
E
N
E
G
E
U
N
E
V
E
R
I
D
E
T
U
B
R
T
S
I
D
E
U
N
E
V
E
R
CUSTOMERS AND PARTNERS
€9bn in net sales across our
banners
Scope of operations in France
at 31 Dec. 2023*
HUMAN RESOURCES, SOCIETAL
AND ENVIRONMENTAL IMPACT
Offering more responsible products
• More than 1,900 private-label organic
products
• 100% of Casino and Franprix products
display the Nutri-Score
• 70 out of 85 controversial substances
removed from private-label products
• Roll-out of a responsible product range:
plant-based proteins, packaging-free
goods, local products, products that
respect animal welfare, etc.
SUPPLIERS
Improving the supply chain
€6.9bn in purchases of goods
and services
• 84% of plants manufacturing private-label
brands in countries at risk are audited
• More than 580 supplier audits
EMPLOYEES
€1.4bn in gross wages,
payroll taxes and benefits
paid
LOCAL COMMUNITIES AND
NON-PROFIT ASSOCIATIONS
STATE AND TERRITORY
€9m in taxes paid
• 44,168 employees**
• 1,851 work/study trainees
• 93% of employees are hired under
permanent contracts
Encouraging professional equality
• 44.06% of management positions held by
women
Promoting diversity
• 2,968 employees with disabilities
• Awarded the Diversity and Equality Label
Helping the most disadvantaged
• More than 46.5m meal equivalents
contributed to food bank networks
• Two foundations
• €90m committed to community outreach
(donations and foundations)
Reducing the environmental impact
• 424 kWh of electricity consumed per
square metre of retail space
• 244 ktCO2eq of Scope 1 and 2 greenhouse
gas emissions
FINANCIAL INSTITUTIONS
€370m in net interest paid
GOVERNANCE
Women account for 58% of the Board of Directors
* The France scope includes all banners in operation at 31 Dec. 2023: Casino hypermarkets and
supermarkets, Casino convenience banners, Franprix, Monoprix, Cdiscount.
** 28,212 employees after the sale of the hypermarkets and supermarkets.
21
OUR KEY FINANCIAL FIGURES
CONTINUING OPERATIONS
At 31 December 2023
CONSOLIDATED NET
SALES(1)
€9 BILLION
ADJUSTED EBITDA(2)
TRADING PROFIT(3)
€765 MILLION
€124 MILLION
BREAKDOWN OF NET SALES IN FRANCE
17%
Franprix
14%
E-commerce
(Cdiscount)
48%
Monoprix banners
(including monop’
and Naturalia)
17%
Casino convenience
banners
(Vival, Spar, Le Petit Casino,
Sherpa, etc.)
4%
Other
(1) Includes sales by the Group’s stores, service stations and E-commerce sites, franchise fees, revenues from business leases and financial services revenues. In 2023,
this amounted to €9.0 billion (€8,957 million precisely) versus €9.4 billion in 2022 (€9,399 million precisely).
(2) Defined as trading profit plus recurring depreciation and amortisation expense. In 2023, this amounted to €765 million versus €978 million in 2022.
(3) Corresponds to trading profit less other operating income and expenses (see the income statement in the Notes to the consolidated financial statements).
In 2023, this amounted to €124 million versus €316 million in 2022.
22
OUR GROUP > KEY FIGURESCASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 AND KEY NON-FINANCIAL FIGURES
At 31 December 2023*
PROPORTION OF WOMEN MANAGERS
43.41%
43.77%
44.06%
45%
2021
2022
2023
2025 objective
CHANGE IN CARBON EMISSIONS(4)
572
307
291
244
2015
2021
2022
2023
(4) Scope 1 and 2 greenhouse gas emissions in France in thousand tonnes of CO2
equivalent.
EMPLOYEES
44,168
PERMANENT
EMPLOYEES
93%
EMPLOYEES WITH
A DISABILITY
6.7%
CARBON
FOOTPRINT(5)
SINCE 2015
57%
REDUCTION IN
CO2 EMISSIONS
MEALS DONATED TO
FOOD BANKS
47 MILLION
* The France scope includes all banners in operation at 31 Dec. 2023: Casino hypermarkets and supermarkets,
Casino convenience banners, Franprix, Monoprix, Cdiscount, etc.
(5) Scopes 1 and 2.
23
OUR BANNERS
24
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 Casino Group has a broad portfolio of
distinctive banners that combine physical
and digital retail to meet the individual
expectations of every consumer.
Three words characterise its brands:
convenience, responsibility and adaptability.
Attentive to evolving consumer habits and
lifestyles, the Group is constantly adapting its
banners to offer more responsible, local and
ethical products and services that make life
easier.
Today, Casino Group is capitalising on the
strength of its premium Monoprix, monop’ and
Naturalia formats and on its convenience
stores with strong brand names such as
Franprix and the Casino convenience banners:
Vival, Spar, Le Petit Casino, Sherpa, etc.
As the leading network of convenience stores
in France, the Group also ranks second in non-
food e-commerce through its Cdiscount brand.
Today, Casino Group is refocusing on
convenience stores, with a business model
focused on development, mainly through
franchises.
25
OUR CONTINUING OPERATIONS
MONOP’
“The closest fresh products, round the clock”.
Since 2005, monop’ has offered a wide range
of quality products that cater to the new
consumer habits of urban professionals.
Both accessible and connected, the banner
develops innovative services, offers extended
store hours and places a major focus on
takeaway food and fresh produce.
FRANPRIX
At the heart of neighbourhood life, Franprix
stores offer city residents choice, quality products
and innovative concepts. The ever-evolving
banner serves as a valuable bond between
neighbours and continues to reinvent the local
neighbourhood shop to meet its customers’
needs. 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.
MONOPRIX
As France’s leading city-centre retailer, Monoprix
has been making city-dwellers’ lives easier for over
92 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 the prime positioning of its
stores, its omni-channel ecosystem – monoprix.fr
and Monoprix Plus – and home delivery solutions.
Attentive to its customers’ expectations and
located in the heart of towns and cities, Monoprix
maintains a one-of-a-kind brand positioning,
synonymous with enjoyment, excellence and
innovation.
NATURALIA
Naturalia offers city shoppers the freedom
to choose alternative consumption practices,
focusing on health, enjoyment and affordability.
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.
26
OUR GROUP > OUR BANNERSCASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 VIVAL
Leader in rural areas with 2,000 outlets,
Vival is a multi-service store that fulfils all
types of everyday needs. Its stores are a
genuine vector of French economic and
social life in the neighbourhoods, towns and
villages where they are located. It adapts
to its commercial environment in terms of
product range, opening hours and local
services such as postal and parcel pickup,
press and home delivery.
LE PETIT CASINO
Le Petit Casino constitutes Casino Group’s
historical pillar and is a true reflection of
changing consumer expectations, proposing
an enriched range particularly adapted
to urban customers. The banner focuses
on local products sold in bulk, snacks and
Casino brand products.
LE MARCHÉ D’À CÔTÉ
Fully run as independent stores, Le Marché
d’à Côté stores are Franprix’s ultra-
convenience stores.
Its urban network is made up of small stores,
of between 50 and 150 sq.m.
The banner offers a range of national brands
and private labels, including Franprix and
Leader Price, tailored to the needs of urban
customers.
LEADER PRICE
Leader Price discount supermarkets offer a
curated range of products to cover everyday
needs, mainly private-label products
providing the best value for money.
27
SPAR
Located mainly in seasonal coastal and
mountain areas, the selection of local,
regional and traditional products at Spar
stores highlights the retailer’s expertise
and local roots. The banner also appeals to
customers across the globe, due to Spar’s
international reputation, with stores in over
50 countries.
SHERPA
As partner banner, Sherpa, embraces the
values of the mountain lifestyle with its
offering that caters to the expectations of
local and occasional customers. Sherpa has
become the benchmark in ski resorts for
everyday needs and promotes local products
and a wide range of services (cooking
equipment rentals, home delivery, etc.).
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
and C-Logistics, and its advertising division,
Cdiscount Advertising.
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.
28
OUR GROUP > OUR BANNERSCASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 C-LOGISTICS
C-Logistics, the logistics branch of Cdiscount,
offers its services to brick-and-mortar stores
and e-commerce retailers to help them
develop their online business. C-Logistics
ships 15 million parcels per year, providing
state-of-the-art delivery in 27 European
countries, combining speed, flexibility and
environmental friendliness.
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 sold in large or
small quantities at the most competitive prices
on the market.
RELEVANC
As an expert in retail data, relevanC
centralises and derives value from
Casino Group banner and partner data.
Using its own technology based on artificial
intelligence, relevanC helps retailers
leverage their data to enhance the customer
experience by analysing business lines,
producing targeted, customised content
and marketing advertising space. Founded
in 2017, relevanC has offices in France, Brazil
and Colombia.
MOVE TOWARDS AN OPERATING MODEL FOCUSED ON THE DEVELOPMENT
OF FRANCHISES AND BUSINESS LEASES
The Group continued its expansion into franchises, a more profitable, less capital-intensive development
model. Franprix, Monoprix and Casino convenience banners opened 561 stores under franchise in 2023,
taking the number of stores operated in France under franchise or business lease to 6,979 (i.e., 81% of the
network vs. 79% at end-2022).
29
DISCONTINUED OPERATIONS
Since the beginning of 2023, Casino Group has completed or is in the process
of sale proceedings for the following banners and subsidiaries.
CASINO #HYPERFRAIS
Casino #HyperFrais, formerly Géant Casino, remains faithful
to the fundamentals of the banner: affordable prices and
a wide range of quality products, all to better serve the
customer. 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, it offers an optimal customer experience.
On 24 January 2024, Casino Group signed agreements with Auchan Retail
France and Groupement Les Mousquetaires with a view to selling almost
all of its stores in the second quarter of 2024.
CASINO SUPERMARKETS
At the forefront of quality products and new consumer
trends, the stores offer a selection centred on fresh
ingredients, enjoyment, and local and regional products.
Located in city centres and holiday areas, Casino
supermarkets and their teams cater to the everyday
needs of consumers throughout the day, with a special
focus on welcoming their customers.
On 24 January 2024, Casino Group signed agreements with Auchan
Retail France and Groupement Les Mousquetaires with a view to
selling almost all of its stores in the second quarter of 2024.
GRUPO ÉXITO
Grupo Éxito is Colombia’s leading food retailer
with its Éxito, Carulla, Super Inter, Surtimax and
Surtimayorista banners.
Grupo Éxito is also present in Uruguay with
the Disco, Devoto and Geant banners and
in Argentina with the Libertad banner.
On 26 January 2024, Casino Group sold its entire stake
in Grupo Éxito to the Calleja group.
30
GRUPO PÃO DE AÇÚCAR
GPA is a major player in food retail in Brazil, with the
premium supermarket banner Pão de Açúcar. GPA
also owns the Minuto Pão de Açúcar and Compre
Bem convenience stores, as well as the Mercado
Extra regional banner.
On 10 December 2023, GPA initiated preliminary work efforts
towards a potential primary equity offering as part of its plan
to optimise its capital structure.
Following this offering, Casino’s stake in GPA would be diluted.
OUR GROUP > OUR BANNERSCASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 STORE NETWORK
Number of stores at 31 December
Sales area
(in thousands of sq.m)
2021
2022
2023(1)
861
2021
769
2022
796
2023(1)
803
838
382
207
198
51
942
328
614
5,728
652
4,986
90
24
255
7,787
858
356
256
181
65
1,098
323
775
6,313
609
5,604
100
48
254
338
291
170
62
1,191
323
868
6,325
493
5,724
108
34
223
336
358
363
754
802
781
8,571
8,634
1,944
2,070
16
69
33
81
33
166
2,146
CONTINUING OPERATIONS
Monoprix (monop’, Naturalia, etc.)
o/w Integrated Stores France excl. Naturalia
o/w Franchises/BL France excl. Naturalia
o/w Naturalia Integrated Stores France
Naturalia Franchises/BL France
Franprix (Franprix, Le Marché d’à côté, etc.)
o/w Integrated Stores France
o/w Franchises/BL France
Convenience (Spar, Vival, Le Petit Casino, etc.)
o/w Integrated Stores France
o/w Franchises/BL France
o/w International Affiliates
Leader Price stores (Franchises France).
Other businesses(2)
TOTAL CONTINUING OPERATIONS
(1) At end-February 2024, there was no significant change.
(2) Other activities include Leader Price international franchises, the international hypermarket (10 stores) and supermarket (34 stores) affiliates and 3C
Cameroun.
BL: business lease
DISCONTINUED OPERATIONS
France
Géant Casino hypermarkets
o/w Integrated Stores France
o/w Franchises France
Casino supermarkets
o/w Integrated Stores France
o/w Franchises/BL France
Leader Price stores (Integrated 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(2)
Extra hypermarkets
Pão de Açúcar supermarkets
Extra and Mercado Extra supermarkets
Compre Bem supermarkets
Mini Mercado Extra and Minuto Pão de Açúcar
mini-supermarkets
Adjoining click & collect
+ 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 DISCONTINUED OPERATIONS
Number of stores at 31 December
2021
535
88
85
3
403
342
61
44
25
15
0
10
94
2
30
2
24
36
809
72
181
146
28
240
68
74
2022
536
68
65
3
450
387
63
18
33
14
9
10
96
2
30
2
26
36
735
3
194
154
29
281
0
74
2023(1)
466
58
55
3
405
346
59
3
36
15
11
10
101
2
32
2
27
38
767
1
194
178
0
323
0
71
Sales area
(in thousands of sq.m)
2021
1,377
654
2022
1,383
540
2023(1)
1,195
464
695
831
728
29
104
102
0
2
92
16
35
0.4
34
7
1,013
454
234
165
33
59
9
59
12
105
92
11
2
93
16
35
0.4
34
7
640
14
272
187
39
70
0
58
2
107
92
14
2
94
16
36
0.4
34
7
636
2
267
212
0
81
0
74
2,063
2,155
2,952
1,013
1,041
1,140
91
158
61
1,632
1,560
36
85
94
154
60
1,733
1,663
46
68
93
160
59
2,510
2,430
64
66
483
206
59
212
35
16
489
212
57
228
43
13
3,526
3,555
4,322
3,599
3,262
486
219
57
310
55
12
3,172
(1) At end-February 2024, the status of the store base mainly reflected the disposal of Grupo Éxito (Colombia, Argentina and Uruguay) in January 2024, compared
to the end of December 2023.
(2) The figures for 2021, 2022 and 2023 have been restated to account for the Assaí stores, sold in June 2023.
BL: business lease
31
OUR GROUP > PERFORMANCE CONVENIENCE
Convenience has always
been at the heart of
Casino Group’s business model.
It is reflected in the extensive
network of stores throughout
France, in the selection of
products suited to the specific
needs of each community, and in
the range of services developed
to make everyday life easier for
rural and urban customers alike.
Everywhere, every day, it
expresses the Group’s conviction
that retail is about people. This
quality sets the Group apart, as
its stores are key drivers in their
local economy and community
life, as well as vectors of social
cohesion.
32
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 IN TUNE
WITH CUSTOMERS
Unbeatable local convenience
Built around strong consumer demand
for this format, convenience is a
cornerstone in the Group’s development
and a major growth driver. The
reputation and broad diversity of its
banners mean that it can offer the right
response, in the right place, for the right
project owner, thanks to a customisable
franchise model. Urban and suburban
banners, including Le Petit Casino and
Casino Shop, are rounded out by the
city-focused retailers Franprix, monop’,
monop’daily and monop’station. With
Vival in rural areas, Spar in tourist areas
on the coast and in the mountains, and
Sherpa in mountain regions, the Group
meets every need, right down to those
of the smallest communities. No. 1 in
France by number of rural convenience
and urban ultra-convenience outlets,
the Group opened 559 new outlets in
2023. Every person in France has a
Casino convenience store close to their
home, whether they live in the city, the
country, by the sea or in the mountains.
Convenience reflected in
the product offering
Casino Group’s banners are committed
to continuously enhancing and
personalising their offering, by
adapting it to their customers’ needs
and the reality of the business context
in each region, and by working with
local producers. Specific ranges, for
example, highlight the rich variety and
quality of local and organic products. In
towns and cities, the banners meet the
needs of customers seeking ultra-
convenience, a speedy customer
experience, and a wide range of fresh,
ready-to-eat food and snacks.
In rural areas, the banners harness each
franchisee’s local knowledge to develop
products and services such as wine
cellars or cheese counters, suited
specifically to their catchment area,
tastes and preferences. Currently, the
banners are developing a more locally
focused offer, by partnering with
regional producers to meet consumer
expectations, reduce transport times
and boost the local economy. The
Casino Ça Vient d’Ici line is a perfect
example, showcasing the region’s best
specialities, which are produced less
than 100 km from each outlet.
33
CONVENIENCE ESSENTIALS
1
No. 1 in France by number of rural
convenience and urban ultra-
convenience outlets, with 559 new
outlets in 2023.
2
Network strengths: relationships
with franchisees built on trust,
sales momentum, extensive
logistics coverage and availability
of essential day-to-day services.
3
Shops that drive the local
economy and are vectors of social
cohesion.
More service-oriented convenience
Present throughout France,
Casino Group’s convenience banners
are working with partners to develop
services that meet the specific needs of
rural and urban customers.
In urban areas, stores offer extended
opening hours and several services,
including parcel pick-up points and key
exchange solutions at Franprix, as well
as smart lockers at Franprix and
Monoprix. The new monop’ concept,
opened outside Paris in Levallois-Perret
at the end of 2023, is an example of
ultra-convenience. This pilot store is
rolling out an extensive assortment of
plant-based ready-to-eat products and
is trialling innovative services for
implementation across the network. In
rural communities, the Vival, Spar and
Sherpa banners represent an essential
resource for meeting the needs of local
residents. Offering cash withdrawals,
postal services, IT equipment and
support, these stores serve as
community spaces where people come
together to build and strengthen social
ties in areas with dispersed housing
and ageing populations.
“THE NEW MONOP’
CONCEPT, OPENED
OUTSIDE PARIS IN
LEVALLOIS-PERRET AT
THE END OF 2023, IS AN
EXAMPLE OF ULTRA-
CONVENIENCE.”
34
The Group is moving into other
convenience formats, for example
through its partnership with the
Confédération des buralistes to open
food sections in tobacconists’ shops in
isolated rural areas.
559
CONVENIENCE STORES
OPENED IN 2023
2,000th
VIVAL OPENED AT LA TOUR
D’AUVERGNE IN PUY-DE-DÔME
IN MAY 2023
OUR GROUP > CONVENIENCECASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 CONVENIENCE
INTERVIEW WITH
MAGALI
DAUBINET-SALEN
CHIEF EXECUTIVE OFFICER
OF CASINO BANNERS
What does convenience
entail?
Convenience is at the heart of
the Group’s DNA and
embodied by the Le Petit
Casino stores that we all
know. Convenience means
being present for customers
wherever they are: as their
local grocery store, at
motorway service stations
and even in the mountains,
through our partnership with
the Sherpa cooperative. Our
stores are where people come
to pick up a few extras while
staying within their budget
and run some errands, such
as withdrawing cash, picking
up parcels or using other
postal services. Today, we are
also developing Culture & Vie
spaces in rural areas to
provide customers with a free
library and IT tools to go
online, and scan and print
documents with the help of a
trained staff member.
What are the Group’s
strengths in terms of
convenience?
The Group’s strengths lie in its
relationships with franchisees
built on trust, sales
momentum, extensive
logistics coverage to connect
with local communities, and
availability of essential day-
to-day services. We can open
a store anywhere in France
and deliver it to our
standards. To do this, we have
designed an agile franchise
model, with moderate
investment costs, which
ensures the profitability of all
stores.
Our affordable franchise
terms have enabled us to
create the nation’s leading
network of local stores. Lastly,
with our four banners – Vival
in rural areas, Spar in tourist
areas, and Casino Shop and
Le Petit Casino in urban areas
– we are able to adapt to any
region and operate in any
environment.
This has resulted in a
sustained level of growth, as
reflected in the opening of our
2,000th Vival store in May 2023
in La Tour d’Auvergne in the
Puy-de-Dôme department.
Our many strengths,
particularly in terms of
logistics, have also enabled us
to set up supply and franchise
partnerships with a number
of major partners, such as the
Sherpa cooperative and
Magne, as well as with oil
companies Total, Shell, Avia
and Eni, to supply their stores
with food products.
“WE HAVE BUILT
THIS
CONVENIENCE
INTO OUR
ORGANISATIONAL
STRUCTURE.”
How does Casino plan to
enhance the convenience
format in the future?
We will continue to forge our
own path, as a store that
adapts to its market, with
sections and products that
make all the difference. This
means drawing on the
Group’s strengths and its
innovations, such as the new
range of quality vacuum-
packed meat that can be
stored for up to 12 days, or the
seafood offering rolled out in
150 stores every Friday. We
are currently also capitalising
on our tools to respond faster,
anticipate needs and adapt
to consumer trends. Our goal
is to deliver products to our
franchisees within a few days
to meet an immediate need,
such as delivering ice cream
in October if temperatures
suddenly rise. Our next
challenge will be informing
our customers about offers in
real time by optimising the
banners’ digital
communication and by
providing stores with support.
35
CONVENIENCE IN ACTION
STEPPING UP THE PARTNERSHIP WITH THE CONFÉDÉRATION DES
BURALISTES (FRENCH CONFEDERATION OF TOBACCONISTS)
Signed in 2021, the partnership between
Casino and the Confédération des buralistes
helps tobacconists in rural areas develop
their business by creating a grocery section in
their stores. This segment picked up in 2023, with
100 food sections opened by tobacconists over the
year, bringing the total to 227. The trend illustrates
the determination of Casino banners to position
themselves in all convenience formats.
Launch of the new monop’ concept
Taking ultra-convenience to a new level, monop’ launched a new concept
in Levallois-Perret at the end of 2023. Its innovative format features more
fresh, local and ready-to-eat products than a traditional monop’ store. The
banner offers a full range of practical services, including a laundromat
and Amazon and Vinted lockers and is positioned as a multi-retailer store,
making it an essential community space within the neighbourhood.
Franprix makes life easier for tourists and sports fans
In partnership with Nannybag, the Franprix network rolled out
luggage storage services at some 40 stores in 2023. Its goal is to
provide a drop-off point every 500 metres in Paris to make life easier
for visitors attending major sporting and cultural events. Along the
same lines, Franprix is implementing Alipay+, a payment service
popular in Asia, to simplify transactions for visitors from that region.
More than 170 of the company’s stores are equipped with these
systems in Greater Paris, Rhône-Alpes and southeastern France.
Award-winning convenience stores
For the second year in a row, Casino banners won two awards:
“Best Chain of the Year” and “Best Franchise of the Year 2024” in
the convenience retail category, based on votes of more than
1,000,000 consumers. These honours attest to the work accomplished
by our franchisees and our development and operational teams.
They also underline the vital role of convenience banners in a region’s
social and economic fabric.
2,000th Vival store opened
Created in 1980, the Vival network
opened its 2,000th store in May 2023 in
La Tour d’Auvergne in the Puy-de-Dôme
department in central France. They are
operated under franchise and offer
a wide range of services, including a
deli counter, parcel pick-up and home
delivery. Present throughout France in
small and medium-sized rural towns
and in suburban areas, Vival is the
leading convenience store chain in
France in terms of number of stores.
36
OUR GROUP > CONVENIENCECASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 CONVENIENCE
YANN
KERGOAT
Mayor of
Ploumilliau
(Brittany)
“THE STORE IS A
LOCAL FIXTURE
THAT SERVES AS
A WELCOMING
GATHERING
PLACE FOR ALL.”
“In Ploumilliau, a rural coastal town of 2,500
inhabitants in the Côtes-d’Armor region of Brittany,
the Vival store plays a major role in village life. Ideally
located on the central square, this convenient mini-
market is easily accessible, especially for elderly people
who come on foot. It meets the essential day-to-day
needs of people with limited mobility and all our local
villagers when they need to pick up a few extras.
It also represents a resource for low-income villagers who
use food vouchers. The store is a local fixture that serves
as a welcoming gathering place for all. Its managers,
Marcello and Hélène are passionate about their work
and actively foster social ties. They have developed an
invaluable home delivery service for the elderly and
expanded their product range.
Thanks to their dedication, we now have access to a
range of fresh, quality cheeses without having to drive
20 minutes out of our way to get them, as well as other
popular local products that they have a knack for finding.”
3737
RESPONSIBILITY
At the core of the Group’s
strategy, its Corporate
Social Responsibility policy
aims to pave the way for
responsible consumer habits
and improve the sustainability
of its business model. With a
wide range of banners and
an extensive network of
convenience stores,
Casino Group is committed to
promoting better consumption,
better eating and better
production.
38
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 A RESPONSIBLE RETAILER
sugar-free lines. Product lines are also
available free of pesticide residues
through its AgriPlus programme. To
encourage better eating, the Group is
expanding its range of fresh products,
as evidenced in the strategic
partnership signed in July 2023 with
industry leader, Fresh.
Producing better to protect the
environment
Decarbonisation, reducing packaging
and eliminating plastic are the central
focuses of Casino Group’s commitment
to limit the impact of its operations on
the environment. To reduce its
CO2 emissions, it is promoting clean
mobility, via Franprix for example,
which is pioneering waterway
transport, and accelerating the
decarbonisation of its product offering.
In 2023, all staff at its central
purchasing unit received training on
climate issues, with 600 hours of
training provided on how to analyse a
major supplier’s climate pathway.
It also analysed the performance of its
top 100 suppliers before launching a
process with each of them to improve
their climate impact. As a signatory of
France’s National Pact on Plastic
Packaging, the Group has committed
to reducing the amount of packaging it
uses. For instance, it aims to use 100%
recyclable or compostable packaging
by 2025. Progress has already been
made, such as the elimination of
plastic from the packaging of its
Casino Bio organic pasta and tea bags.
Cdiscount has also implemented
precision industrial tools to optimise
the packaging of small parcels.
39
Supporting consumer health
Food plays an essential role in our
health and contributes to our well-
being. That is why the Group’s banners
strive to offer everyone a variety of
healthy, responsible products. The
Baromètre de Saisonnalité, a
seasonality chart displayed in Casino
stores, reflects a conscious choice to
inform consumers and raise their
awareness about fruit and vegetable
seasons, thereby contributing to more
responsible and sustainable
consumption. The Group also promotes
the food transition by publishing a
trend list to guide manufacturers and
suppliers in developing their offering.
In its determination to improve the
nutritional profile of its products, it
encourages a more plant-based diet
with a lower salt content and is
developing special gluten-free and
RESPONSIBILITY OUR GROUP
> RESPONSIBILITY
Encouraging professional equality
Gender equality is a key objective of the
Group’s Human Resources policy. In
2023, the Group furthered its
commitment to gender equality by
leveraging its Pluriel gender diversity
network and its mentoring programme,
with a goal to have 45% women in
management positions by 2025.
A gender equality workshop, Fresque
de l’Équité, was deployed to help
people better understand inequality
issues, and the first cohort of the
Group’s Si elles training programme was
launched to help women reach their full
professional potential. In 2023, the
Group also reiterated its commitment to
supporting employees with cancer
through actions carried out as part of
the Cancer and Work programme, such
as creating an in-house Cancer and
Work guide and signing the Charter of
the French National Cancer Institute
(INCa) and its 11 commitments.
“IN 2023, THE GROUP
FURTHERED ITS
COMMITMENT TO
GENDER EQUALITY
BY LEVERAGING ITS
PLURIEL GENDER
DIVERSITY NETWORK.”
-57%
REDUCTION IN CO2 EMISSIONS SINCE 2015
(SCOPES 1 AND 2, FRANCE)
600
HOURS OF TRAINING PROVIDED TO
CENTRAL PURCHASING UNIT EMPLOYEES
€225,000
RAISED AND DONATED TO THE GUSTAVE
ROUSSY CANCER CENTRE IN 2023
Strengthening its role as a
corporate citizen
The Company cares about people and
has a long-standing commitment to
community outreach, which is mainly
led by the Casino and Monoprix
Foundations. The Casino Foundation
promotes artistic and cultural
education with its Artistes à l’École
programme and its many initiatives
with partners, including Apprentis
d’Auteuil. For its part, the Monoprix
Foundation works to help people who
are isolated or living on the streets.
To raise money, Monoprix led a
crowdfunding campaign on the Ulule
platform, with financial contributions
from its Foundation.
In 2023, the Group’s banners continued
to answer the call to support Arrondi en
Caisse (round-up donations) by raising
€225,000 for the cancer research
programme launched three years ago
by the Gustave Roussy paediatric
cancer centre.
The Group’s annual participation in the
nationwide food bank collection rallied
more than 600 of its employees in its
head offices and warehouse.
ESSENTIALS
1
The decarbonisation of the
Group’s products is focused on
providing training on climate
issues.
2
The Group’s Foundations work to
promote the inclusion of young
people through theatre and to
combat the isolation of homeless
people.
3
In 2023, the Group furthered its
commitment to gender equality
by supporting victims of domestic
violence.
40
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 RESPONSIBILITY
INTERVIEW WITH
CLOTILDE LARROSE
DIRECTOR OF PUBLIC AFFAIRS,
COMMUNICATIONS AND CSR, MONOPRIX
AND
PAULINE BONDU
DIRECTOR OF CSR, FRANPRIX
What is unique about
Monoprix and Franprix’s
CSR commitments?
Clotilde Larrose: They are
historic, pioneering and
ongoing. They have allowed
us to make progress and
promote better consumption
over the last 30 years.
Take fair trade, our Monoprix
organic products and our
efforts to improve animal
welfare, for example.
We strive to implement more
virtuous and ethical practices,
while adapting to urban
lifestyles.
Pauline Bondu: Franprix
embraces three pillars:
healthy and responsible food,
social inclusion and
ecological transition.
As a convenience retailer
operating in urban areas, we
are a driving force on issues
such as low-carbon transport
and inclusion of the most
vulnerable, for example with
the Arrondi en Caisse
programme, which we
pioneered.
What are the strong
points of your CSR
initiatives?
C.L.: For all our private-label
products, we are committed
to displaying at least one of
the CSR certification criteria.
Currently, 280 of our products
present a score, and we’re
aiming for 80% by the first half
of 2024. We are pushing
ahead on a low-carbon
pathway focused on reducing
our energy consumption,
which decreased in 2023.
Lastly, we are targeting zero
single-use plastic by 2030
through our Plastic Detox
programme, by testing
consignment and applying
eco-design to reduce
packaging. We also continue
to combat food waste with
promotional offers, donations,
discounts on short lifespan
products, and more.
P.B.: Franprix is the only
retailer that stocks a third of
its Paris stores via the Seine.
We have optimised our
logistics system to avoid any
trucks making return trips
empty. They leave stores with
pallets and boxes to be
recycled. By 2024, our entire
fleet of delivery trucks will be
low-carbon.
What were the significant
events in 2023?
C.L.: First, we celebrated the
30th anniversary of our
commitment to fair trade with
Max Havelaar: 100% of our
private-label bananas, coffee
and chocolate are certified
fair trade. We also took steps
towards protecting depleted
fish stocks by showcasing
lesser-known species such as
barbu and maigre. To provide
more support for women who
are victims of domestic
violence, we signed an
agreement granting them five
half-days with pay to carry
out administrative and
medical procedures.
Lastly, we launched the
Monoprix Pépites call for
projects to showcase, in 2024,
12 emerging brands offering
alternative and more
responsible products.
P.B.: To encourage alternative
consumption, we are
experimenting with hire
services for everyday
equipment with Les Biens en
Commun and have stepped
up our partnership with
Vinted, reaching 200 lockers
installed. Through our
partnership with Emmaüs
Défi, we hired four people
from integration programmes
on permanent employment
contracts, without any
selection process. Since
November 2018, 40 people
have been recruited through
this programme. In 2023, we
were the first convenience
retail banner to obtain the
nationally recognised anti-
food waste certification for
several of our stores.
4141
RESPONSIBILITY IN ACTION
Casino Group wins two LSA La Conso s’engage awards
At the 10th LSA Awards, Casino Group won two awards in the employee
commitment policy and responsible purchasing categories. The first
recognised the work of its C L’Empreinte network, which encourages
employees to take climate action. The second award recognised
the efforts of its buyers and top 100 suppliers to reduce the carbon
footprint of products sold in stores.
100% of Casino Group car parks equipped with EV charge
points in 2024
To support the growth of electric mobility, the Group has been
involved since 2020 in a programme to install electric vehicle charging
stations in car parks of its Casino and Monoprix stores. By the end of
2023, more than one-third of these sites were equipped with charging
stations. To accelerate the roll-out to all eligible stores in 2024, the
Group signed a new agreement in July 2023 with operators Bump
and Electra.
Tous en Scène 2023
Every year since 2015, the Casino Foundation has organised this
national charity campaign with the support of the Group’s banners
and employees. The Casino, Franprix and Cdiscount banners have
raised almost €90,000 for the Apprentis d’Auteuil foundation and
L’Envol association, to support the Foundation’s work in promoting
the social inclusion of children and teenagers through theatre.
Cdiscount: minimising packaging
for shipped products
At its Réau site in Seine-et-Marne,
Cdiscount installed Fast Pack, an
automated packaging system that
uses just 60 g of packing material,
compared with 220 g when items
are packed in cardboard or padded
envelopes.
In seconds, Fast Pack detects the
contours of the product, wraps it in
brown paper and seals the envelope.
Parcels packed using the system are
less bulky, contain less material and are
easier to be shipped in bulk.
A COMPREHENSIVE SYSTEM TO SUPPORT EMPLOYEES WITH CANCER
As maintaining a connection with their employer can help contribute to the resilience
and even recovery of cancer patients, the Group is raising awareness amongst its
employees about the links between work and cancer.
The Executive Committee has signed INCa’s charter of 11 commitments to combat the
stereotypes associated with cancer patients and has raised its managers’ awareness on
the matter.
Two dramatised conferences were organised to improve understanding of the situations faced
by people with cancer. An e-learning programme has also been developed for employees with
chronic diseases.
42
OUR GROUP > RESPONSIBILITYCASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 RESPONSIBILITY
STÉPHANE DAUGE
Communications and
Fundraising Director,
Apprentis d’Auteuil
“FOR THE PAST
NINE YEARS,
THE CASINO
FOUNDATION
HAS PARTNERED
WITH APPRENTIS
D’AUTEUIL ON
THE TOUS EN
SCÈNE CAMPAIGN
TO SUPPORT
ARTISTIC
EXPRESSION
AND PROVIDE
EDUCATIONAL
SUPPORT TO
VULNERABLE
YOUNG PEOPLE.”
“For the past nine years, the Casino Foundation
has partnered with Apprentis d’Auteuil on the Tous en
Scène (Everyone on Stage) campaign to support artistic
expression and provide educational support to
vulnerable young people.
Acting techniques help to restore their confidence,
develop their creativity, improve their verbal and non-
verbal communication, and participate in a collective
endeavour where everyone has a place in a respectful
environment. Theatre also provides young people with
a safe space to talk about important issues such as
harassment, bullying and gender relations.
The invaluable support of Casino Group’s store
employees resulted in more than €71,000 raised in 2023
to benefit 1,000 young people enrolled in educational
and vocational training establishments in a wide
variety of regions in France. These young people are our
future, and the support they receive now will serve them
for years to come.”
4343
ADAPTABILITY
For 125 years, Casino Group
has been developing
innovative solutions to
anticipate changes in the retail
sector and adapt to evolving
consumer habits. Today, this
agility permeates all its
businesses, and translates into
concrete results in the form of
new services, product offers,
management of its property
portfolio, e-commerce and
reduction of carbon emissions.
44
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 ADAPTABILITY
ANTICIPATE THE NEEDS
OF TOMORROW
Offering innovative concepts
Casino Group has always stood out for
its ability to anticipate new consumer
habits. To achieve this, it has opted for
multi-format, omnichannel distribution
outlets. Embedded in the Group’s DNA,
this approach is particularly reflected in
the launch of innovative concepts.
Examples include the monop’ Louise
Michel store in Levallois-Perret or the
Monoprix Place Blanche store in Paris,
which is transforming the
neighbourhood shop by blending
enjoyment, practicality and innovation
through a fast food offering supported
by local partners, a larger range of
clothing and innovative digital services
to make shopping easier. Another
example is the Monoprix Maison
concept, which revolves around home
decor. Additionally, through the
dynamic management of its properties,
the Group can transform its assets to
adapt them to new social trends and
maximise their value. In particular, the
Group prefers mixed-use developments
combining retail, residential, leisure and
office space. It is also investing in new
growth drivers such as self-storage and
data centres.
Turning digital technology into a
growth driver
The Group uses the power, granularity
and responsiveness of digital
technology to respond to consumer
trends, from information searches to
online shopping to home delivery. This
digital transition is supported by
exclusive partnerships with leading
players such as Infinity Advertising for
retail media, and Amazon and Ocado
for delivery and logistics services. As the
first group to sign an agreement with
Ocado, a pioneer in food e-commerce,
the Group is strengthening its online
presence to respond more specifically
to customer needs. In 2023, the French
e-commerce champion Cdiscount
continued to roll out its subsidiary
Octopia, a leading provider of
marketplace solutions. Convinced of the
45
ESSENTIALS
1
The Group is pursuing its multi-
format, omnichannel approach
by launching innovative store
concepts.
2
Casino Group uses digital
technology to align with new
consumer habits, from
information searches to online
shopping to home delivery.
3
The Group is investing in artificial
intelligence to optimise in-store
operations, enhance the
customer experience and pave
the way for new business models.
4
Casino Group is adapting its
business model to strengthen its
leadership in urban premium,
convenience and e-commerce
retail.
“TODAY,
CASINO GROUP
IS ADAPTING ITS
BUSINESS MODEL
TO STRENGTHEN
ITS LEADERSHIP IN
URBAN PREMIUM,
CONVENIENCE
AND E-COMMERCE
RETAIL.”
46
potential of artificial intelligence in
retail, the Group is using the technology
to optimise in-store operations, enhance
the customer experience and pave the
way for new business models. As a
driving force in this technology, at the
end of 2023, the Group took part in the
presentation of the Institut Choiseul’s
strategic paper: “IA, et si on se mettait
au travail ? L’exemple du retail” (Putting
AI to work: the example of retail).
40
SITES IDENTIFIED FOR
MIXED-USE PROPERTY
DEVELOPMENTS
MORE THAN
10
SITES IDENTIFIED FOR
NEW LOCAL DATA
CENTRES THROUGHOUT
FRANCE
80
MILLION PRODUCTS
SOLD PER YEAR ON
THE CDISCOUNT
MARKETPLACE
Refocusing on convenience retail
and e-commerce
Today, Casino Group is adapting its
business model to strengthen its
leadership in urban premium,
convenience and e-commerce retail.
The Group’s refocus is centred on its
ability to adapt to all the challenges of
convenience retail. These include
relevant formats specific to each local
context and dense store coverage in the
Paris region, as with Franprix, the
quintessential neighbourhood banner,
and Monoprix, a unique premium
banner present in city centres. Its
strategy also draws on the retail power
of Cdiscount. The e-commerce site is
moving forward in its transformation
towards a marketplace model and is
using artificial intelligence to optimise
its customer experience. To return to
sustainable growth, the Group
continues to develop and open new
stores in the most economically vibrant
regions where its operations are well
established: Île-de-France, the Rhône
Valley and the Mediterranean basin.
OUR GROUP > ADAPTABILITYCASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 ADAPTABILITY
INTERVIEW WITH
STÉPHANIE ZOLESIO
CHIEF EXECUTIVE OFFICER OF
CASINO IMMOBILIER
What trends does the
Group’s real estate
strategy aim to align
with?
One is societal, with the
creation of “all-in-one” living
spaces, and the other is
environmental. On the one
hand, we are transforming our
real estate assets to make
them more modular, by
creating multi-use areas that
meet current needs.
Our sites are being
redesigned and transformed
by adding services, leisure
facilities, restaurants, offices,
housing, and more to their
original commercial use. All of
these new applications help
to modernise and add value
to our sites. On the other
hand, our initiatives are
intended to be virtuous:
minimal land use, limiting
travel to promote density
rather than urban sprawl,
green energy, etc. We work on
every square metre (built or
above ground!) using an
approach that combines
responsibility, creativity and
dynamic management.
What do you mean by
dynamic management
of assets?
First, we are refocusing our
property portfolio on high-
potential formats or projects
that create value.
Next, to modernise and add
value to our sites, we must
continually analyse the
opportunities and needs
expressed by our customers,
our banners and public
stakeholders, and propose
sometimes bold solutions:
integrating new services into
our stores, producing and
distributing green electricity
in all our car parks,
transforming storerooms and
shipping containers into
storage units for private
individuals, or creating and
operating our own data
centres to support our
regions’ digital transition. This
multi-solution approach is
essential in a changing and
cyclical property market.
Consequently, we are creating
new revenue models on our
sites, while supporting third
parties that call on us to
develop their assets.
“WE ARE
TRANSFORMING
OUR REAL ESTATE
ASSETS TO MAKE
THEM MORE
MODULAR, BY
CREATING MULTI-
USE SPACES THAT
MEET CURRENT
NEEDS.”
As a result, we can provide a
comprehensive, agile real
estate service platform that is
useful to the Group, its
banners and third parties.
Why are you moving into
co-development
programmes?
We are strong believers in co-
development as a way of
accelerating mixed-use
growth opportunities. Joining
forces with either major multi-
specialist developers or local
players, depending on the
project, while working closely
with local authorities at every
stage, enables us to design
transformations on the scale
of the neighbourhood, with an
overall vision to guarantee
success. By co-designing and
undertaking projects in
collaboration with specialists,
we are able to bring
ambitious, value-creating
projects to fruition more
quickly by sharing the
associated risks and costs.
Along the same lines as our
Basso Combo project in
Toulouse, with a planned 700
homes on completion,
40 projects had been
identified within our portfolio
by the end of 2023, along with
five co-development ventures
created to provide a new
setting for our stores, at the
heart of future mixed-use,
connected and green spaces.
47
OUR GROUP
> ADAPTABILITY
ADAPTABILITY IN ACTION
FURTHERING
THE INTEGRATION
OF ARTIFICIAL
INTELLIGENCE
Cdiscount is harnessing
the power of next-
generation AI to give its
customers the best possible
digital experience. Its virtual
assistant, Théo, is available 24/7
to provide users with product
information. Initially covering
large electrical appliances
and televisions, the service will
soon cover all departments,
representing tens of thousands
of products. Théo makes life
easier for the 3 million daily
visitors to the marketplace,
allowing customer service
staff to concentrate on more
complex tasks such as delivery
and negotiation.
48
Forging innovative e-commerce partnerships
Monoprix, the leading food e-commerce site in Paris, has forged
two partnerships. The first, with Ocado, focuses on technology to
develop home delivery services, while the second, a commercial deal
with Amazon, will provide delivery of Monoprix products to Amazon
customers in a number of major cities, enhancing the banner’s
visibility.
Becoming a data centre operator
The explosion of data and exponential
growth of the data economy have led
businesses to seek out secure places
to store their data, which is vital to
their performance. To help meet
demand, Casino Group is converting
some of its real estate assets into
data centres. This eco-responsible
programme provides a solution for
refurbishing existing buildings, using
renewable energy whenever possible,
and optimising the sites’ energy
performance. More than 10 sites have
been identified for new local data
centres. A first centre is now in operation in the Saint-Étienne area and
a second is being developed in Aix-en-Provence.
Transforming a historic shopping centre into a diversified
neighbourhood
The Basso Cambo shopping centre, located in a priority district of
Toulouse, is undergoing large-scale restructuring. We are transforming
a historic site to create a diversified neighbourhood that includes a
modern supermarket, 700 homes, a co-living hotel residence, a cinema
and an e-gaming and e-sports complex.
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 ADAPTABILITY
AGNÈS VAN DE WALLE
General Manager -
Retail & Consumer
Goods Industry - Vice
President of Impact
AI Think Tank
“USING OUR AI
SOLUTIONS, WE
HAVE IDENTIFIED
NEW USE CASES
TO IMPROVE THE
PRODUCTIVITY
AND WELL-BEING
OF CDISCOUNT
EMPLOYEES AND
THE CUSTOMER
EXPERIENCE.”
“The relationship between Cdiscount and
Microsoft has evolved over time from supplier to
technology partner. Thanks to this in-depth
collaboration, we can provide technological
infrastructure adapted to meet Cdiscount’s business
needs and support the company in rapidly adopting
our generative artificial intelligence solutions. Together,
we have identified new use cases to improve
operational performance, customer satisfaction and
the well-being of Cdiscount employees. A concrete
example of the impact on business is more accurate
industrial algorithms: Cdiscount has improved the
categorisation of almost 40% of its product information
sheets and increased the conversion rate by 30%. Other
use cases are currently being developed, such as
optimising search engine and site content, and
automating customer relations and after-sales service
processes, with the aim of boosting their efficiency. With
our generative AI solutions, we continue to support
Cdiscount in its pursuit of agility and performance to
better serve its employees and its customers.”
4949
CASINO GROUP EXECUTIVE COMMITTEE
At 31 December 2023
JEAN-CHARLES
NAOURI
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
GUILLAUME APPÉRÉ
ESTHER BITTON
GENERAL SECRETARY AND
EXECUTIVE COMMITTEE
SECRETARY
GROUP M&A DIRECTOR
MAGALI
DAUBINET-SALEN
CHIEF EXECUTIVE OFFICER OF
CASINO BANNERS
HERVÉ DAUDIN
VINCENT DOUMERC
MARIE EVEN
MERCHANDISE DIRECTOR
AND CHAIRMAN OF ACHATS
MARCHANDISES CASINO
CHIEF EXECUTIVE OFFICER
OF FRANPRIX
CHIEF OPERATING OFFICER
OF CDISCOUNT
CARLOS MARIO
GIRALDO MORENO*
CHIEF EXECUTIVE OFFICER
OF GRUPO ÉXITO
* Carlos Mario Giraldo Moreno left the Group Executive Committee on 26 January 2024, the day Grupo Éxito was sold.
50
OUR GROUP > EXECUTIVE COMMITTEECASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 THOMAS MÉTIVIER
RAPHAËLE HAUZY
JULIEN LAGUBEAU
DAVID LUBEK
CHIEF EXECUTIVE OFFICER
OF CDISCOUNT AND CHIEF
EXECUTIVE OFFICER OF
CNOVA
DIRECTOR OF HUMAN
RESOURCES FRANCE
CHIEF OPERATING OFFICER
CHIEF FINANCIAL OFFICER
MATTHIEU RICHÉ
DIRECTOR OF CSR AND
ENGAGEMENT
GUILLAUME
SÉNÉCLAUZE
CHAIRMAN OF MONOPRIX
AND CHAIRMAN OF
NATURALIA
STÉPHANIE ZOLESIO
CHIEF EXECUTIVE OFFICER OF
CASINO IMMOBILIER
51
BOARD OF
DIRECTORS
At 31 December 2023*
JEAN-CHARLES NAOURI
BÉATRICE DUMURGIER
HERVÉ DELANNOY
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
Adviser to the Chairman of Casino
Deputy Chief Executive Officer
of Believe
Independent Director
CHRISTIANE FÉRAL-SCHUHL
Lawyer/Partner
Independent Director
FRANCK HATTAB
Representative of Par-Bel 2
General Counsel of Rallye, Chairman
and Chief Executive Officer of Finatis
and Carpinienne de Participations
FRÉDÉRIC SAINT-GEOURS
Former Chairman of the Supervisory
Board of SNCF
Company Director
Representative of Foncière Euris
Chief Operating Officer of Euris and
Chairman and Chief Executive Officer
of Foncière Euris
KAREEN CEINTRE
VIRGINIE GRIN
Secretary of the Board of Directors
Representative of Finatis. Director of
various Euris group companies
ODILE MURACCIOLE
Representative of Euris. Legal Counsel
on employment matters at Casino
Services
* Changes in corporate governance following the financial restructuring are presented in Chapter 5, section 5.4.2 of this Universal Registration Document.
52
OUR GROUP > BOARD OF DIRECTORSCASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 MEMBERS
12
INDEPENDENT
DIRECTORS
42%
WOMEN
58%
COMMITTEES CHAIRED
BY A WOMAN
2
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. In April 2023, the
Board decided to form an Ad Hoc
Committee chaired by the Lead
Director and comprising almost all
the Independent Directors and
Audit Committee members, to
monitor discussions about the
financial restructuring.
Four Specialised Committees
chaired by independent
members
• Audit Committee
• Appointments and Compensation
Committee
• Governance and Social
Responsibility Committee
• Ad Hoc Committee
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. 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.
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.
BOARD
MEETINGS
19
ATTENDANCE
AT BOARD
MEETINGS
91%
SPECIALISED COMMITTEE
MEETINGS
47
ATTENDANCE AT
COMMITTEE MEETINGS
97%
53
GROUP
PARTNERSHIPS
54
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 STRATEGIC
SERVICES
Launch of joint purchasing hubs for the Casino and
Intermarché groups, in September 2021
- AUXO Achats Alimentaires
Purchasing entity of large-scale international suppliers
responsible for national-brand food products.
- AUXO Achats non-alimentaires
Purchasing entity of international suppliers responsible for
national-brand and private-label non-food products.
- AUXO Achats non-marchands
Company responsible for negotiating overheads (indirect
purchases).
- Global Retail Services
A joint organisation tasked with providing international
services to large industrial groups operating in their territories
in Europe and Latin America.
- Infinity Advertising
Creation of a joint venture between Casino Group and
Intermarché designed to market a retail media offering to
food brands and their agents in France, outside of any
purchasing negotiations, and in compliance with personal
data protection rules and competition law.
- Sirius Achats – September 2022
Announcement of a purchasing hub for technical goods
consisting of BUT, Conforama, MDA Company, Casino Group
and Intermarché.
In October 2023, Casino Group and Groupement
Les Mousquetaires announced that they had signed:
- A two-year extension to the AUXO alliances, until 2028.
- The extension of their purchasing alliance by creating the
AUXO Private Label purchasing entity for private-label food
products.
- An extension to the 2021 supply agreement with Groupement
Les Mousquetaires’ Seafood and Meat sectors, based on the
know-how of Agromousquetaires.
Ocado, November 2017
Food order preparation solution in an automated warehouse
operated by the subsidiary O’logistique, to develop food
e-commerce in the Île-de-France region for:
- Monoprix – March 2019.
- Casino banners – September 2020.
- Naturalia – September 2021.
In December 2021, strategic collaboration between
Casino Group, GreenYellow and Amazon Web Services
for energy and cloud services.
Partnerships with Amazon
In April 2019, Casino Group strengthened its partnership with
Amazon to make day-to-day life easier for customers and offer
them new services. The partnership is based on three pillars:
1. Provide a Click & Collect service with Amazon Lockers, widely
deployed in Group stores.
2. Amazon, with the Monoprix and Naturalia banners, is
extending its Prime Now partnership beyond the Paris region.
This partnership will help cover 70% of the population in the
Paris region, as well as Bordeaux, Lyon, Nice and Montpellier
(March 2018), Strasbourg (November 2019) and Lille and
Nantes (2022).
3. Introduction of a selection of several thousand Casino
private-label products on amazon.fr and the mobile app, from
different product lines: basics (Casino), fresh, premium (Casino
Délices), organic (Casino Bio) and wine (Club des Sommeliers).
This marks another step forward in Casino Group’s digital
strategy, by adding a new distribution channel for its private-
label products.
Partnership with Vinted for lockers in Franprix stores
The partnership with Vinted was launched in June 2022 to
install pick-up points in Franprix stores. Sellers can drop off
parcels for shipment and buyers can pick up their purchases.
This partnership promotes the circular economy and makes life
easier for Franprix customers. In 2023, more than 200 Vinted
lockers were in operation in Franprix stores, with plans to open
100 more in 2024.
E-COMMERCE
E-commerce partnerships with marketplaces
These partnerships place Casino Group’s banners on
marketplaces, enabling fast delivery service (within 20 to
30 minutes).
The stores offer up to 5,000 items, and the partnerships cover
all major cities where the marketplaces operate:
- Deliveroo – May 2020
- Uber Eats – April 2021
- Just Eat – April 2022
55
GROUP
PARTNERSHIPS
CORPORATE SOCIAL
RESPONSIBILITY
Partnership with the French Federation of Food Banks
Since 2009, the Group has been supporting the French
Federation of Food Banks by taking part in the nationwide
drive at the end of November to help the less fortunate.
Every year, our stores and customers, with the help of
employee volunteers, collect donations of products that have
reached their best-before date. 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.
In November 2023, more than 600 head office and warehouse
employees lent a hand to the orange vest-clad volunteers in
stores, significantly contributing to the campaign’s success.
Since 2019, an average of more than 6,500 tonnes of products
have been donated each year by the Group and its banners
through these initiatives.
Partnership with the Gustave Roussy cancer centre
In 2023, the Group reaffirmed its commitment to paediatric
cancer research, signing an annual agreement for the third
year running with Gustave Roussy, France’s leading cancer
centre. This year, several charity campaigns (cause-related
marketing and rounding up at checkout) took place at the
Group’s food banners and on the Cdiscount website
throughout September.
These initiatives raised more than €225,000 for paediatric
cancer research.
Partnership with the Earthworm Foundation
Casino Group is a partner of the Earthworm Foundation,
which helps companies to improve their supply chains.
Earthworm has set up several sector-based working groups,
notably for shrimp, charcoal, avocado and soy, in which
Casino Group participates.
56
CASINO GROUP / UNIVERSAL REGISTRATION DOCUMENT 2023 SIMPLIFIED ORGANISATION CHART
At 31 December 2023
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%/98.91%
100%/100%
50%/50%
France
Cdiscount
100%/100%
relevanC
30%/30%
Infinity Advertising
70%/70%
50%/50%
30%/30%
Achats Marchandises
Casino (AMC)
Auxo Achats
Alimentaires
Auxo Achats
Non Alimentaires
Auxo Achats
Non-Marchands
Auxo Private Label
100%/100%
Easydis
100%/100%
L’Immobilière
Casino Group
50%/50%
Belgium
Global Retail Services
100%/100%
Luxembourg
Casino Re
99.02%/98.91%
Netherlands
Cnova NV
Poland
100%/100%
Mayland
Real Estate
LATIN AND CENTRAL AMERICA
100%/39.50%
Argentina
Libertad SA
Brazil
Colombia
Uruguay
40.92%/40.92%
Companhia Brasileira
de Distribuição
96.50%/39.50%*
Almacenes
Éxito SA
100%/39.50%
Devoto
Hermanos SA
Listed company
69.15%/27.31%
Grupo Disco
del Uruguay
* See Chapter 2, section 2.2 "Sale of Casino Group’s stake in Grupo Éxito", page 72.
57
CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
58
58
C A S I N O G R O U P / 2 0 2 3 U N I V E R S A L R E G I S T R A T I O N D O C U M E N T
Chapter 2Financial and
accounting
information
Financial highlights ��������������������������������������������������������������������������������������������������������������� 60
Significant events in 2023 ������������������������������������������������������������������������������������������������� 61
2�1� Business report ���������������������������������������������������������������������������������������������������������������65
2�2� Subsequent events �������������������������������������������������������������������������������������������������������71
2�3� 2024-2028 Business Plan ��������������������������������������������������������������������������������������73
2�4� Parent company information ����������������������������������������������������������������������������74
2�5� Subsidiaries and associates ���������������������������������������������������������������������������������77
2�6� Consolidated financial statements �������������������������������������������������������������� 79
2�7� Parent company financial statements
for the year ended 31 december 2023 ���������������������������������������������������199
2�8� Unaudited Pro Forma Financial Information
at 31 December 2023 ��������������������������������������������������������������������������������������������� 243
59
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
FINANCIAL HIGHLIGHTS(*)
Casino Group’s key consolidated figures for 2023 were as follows:
(€ millions)
Consolidated net sales
Gross margin
Adjusted EBITDA(1)
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 (loss) 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(2)
Underlying diluted earnings per share
2023
8,957
2,578
765
(640)
124
(1,157)
(768)
(582)
(187)
(1,801)
(778)
2
(2,577)
(2,558)
(19)
(4,551)
(3,103)
(1,448)
(7,128)
(5,661)
(1,468)
(1,451)
(13�93)
2022
(restated)(*)
Change Organic change
9,399
2,750
978
(662)
316
86
(414)
(240)
(174)
(12)
(188)
(1)
(201)
(185)
(15)
(145)
(130)
(14)
(345)
(316)
(29)
(323)
(3�42)
-4�7%
-6�2%
-21�8%
-3�3%
-60�6%
n�m�
-85�4%
n.m.
-7.0%
n�m�
n�m�
n�m�
n�m�
n.m.
-26.1%
n�m�
n.m.
n.m.
n�m�
n.m.
n.m.
n�m�
n�m�
-3�2%
-18�7%
-56�4%
n�m�
n�m�
(1) Adjusted EBITDA = Trading profit + recurring amortisation and depreciation expense.
(2) 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. See section on
alternative performance indicators on page 70.
(*)
In accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations, the 2022 and 2023 net sales and earnings for
Assaí, Grupo Éxito, GPA and the Group's French hypermarkets and supermarkets are presented within discontinued operations. Consequently,
the net sales and results presented relate solely to the Group's continuing operations.
60
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
SIGNIFICANT EVENTS IN 2023
FINANCIAL RESTRUCTURING OF THE GROUP
Due to the inflationary environment in 2022 and the Group's
specific financial constraints, the drop in hypermarket
and supermarket sales that began in the fourth quarter of
2022 intensified in the first half of 2023, leading to a sharp
decline in the Group's profitability and cash flow generation,
even though sales from the other food banners (Monoprix,
Franprix and Casino convenience banners) remained close
to market levels�
The price repositioning strategy implemented in the last
quarter of 2022 (and stepped up in the first quarter of
2023) led to a gradual recovery in traffic and volumes in
supermarkets and the trend was reversed in hypermarkets,
but at a pace and at a cost that proved incompatible with
the Group's resources, due to: (i) intensified competition and
the need to invest more in prices to maintain the target price
positioning, and (ii) the lag time before improvements in
terms of sales could be seen, once customers and volumes
had recovered�
Given the complexity of the Group's debt structure, these
factors led it to submit a proposal to restructure its debt
at the end of the second quarter of 2023.
In parallel, on 24 April 2023, the Group announced that it
had received a letter of intent from EP Global Commerce
a.s. (a Czech company controlled by Daniel Křetínský,
affiliated to VESA Equity Investment S�à r�l�, the latter being
a shareholder of Casino with a 10.06% stake). The Group
therefore requested the approval of certain of its creditors
to seek authorisation to enter into conciliation proceedings
to determine the best solution for securing the long-term
future of its operations, given the two strategic offers that
were under consideration: (i) discussions with Groupement
Les Mousquetaires and TERACT, and (ii) the proposal
submitted by EPGC and Fimalac for a €1.1 billion share
capital increase�
After obtaining the necessary authorisations from its lenders
and noteholders, Casino and certain of its subsidiaries
requested and obtained, on 25 May 2023, the appointment
of Thévenot Partners (Maître Aurélia Perdereau) and BTSG
(Maître Marc Sénéchal) as conciliators (conciliateurs), tasked
with assisting the Casino and the relevant subsidiaries in
their discussions with all creditors.
In parallel, an Ad Hoc Committee was set up, comprised
exclusively of Independent Directors and Audit Committee
members, to monitor discussions about the financial
restructuring�
Shortly after the opening of the conciliation proceedings,
a report issued by Accuracy revealed potential liquidity
requirements in the very short-term� The Group therefore
implemented various measures to protect its liquidity during
this period, in particular by accumulating public debt�
Discussions were thewn launched with the Interministerial
Co m m i t te e fo r I n d u s t r i a l R e s t r u c t u r i n g (Co m i té
Interministériel de Restructuration Industrielle – "CIRI") to
settle on the terms under which certain Group companies
could defer payment of some of their tax and social security
liabilities between 15 May 2023 and 25 September 2023,
to allow them to meet their liquidity requirements.
On 22 September 2023, a memorandum of understanding
was signed between (i) Casino, on its own behalf and on
behalf of the other Group subsidiaries concerned, DCF,
Monoprix Holding and Monoprix Exploitation, and (ii) the
French State, in the presence of the conciliators, outlining
the terms of the suspension of the Group Public Liabilities,
up to a maximum amount of €305 million (the “Group
Public Liabilities Protocol”)�
Under the terms of the Group Public Liabilities Protocol,
the Group companies concerned agree to repay the
Group Public Liabilities owed by each of them in full on
the earlier of (i) 30 April 2024, or (ii) the date on which all
of the transactions agreed as part of the Group's financial
restructuring are completed, even if the time limits for
appeal have not expired� Once repaid, the security interests
and guarantees provided by the relevant Group companies
will be cancelled.
The situation led to two competing strategic proposals:
● one submitted by 3F Holding, the investment vehicle of
Xavier Niel, Matthieu Pigasse and Moez-Alexandre Zouari
("3F Holding"); and
● the other submitted by EPGC and F� Marc de Lacharrière
(Fimalac)�
Following a competitive bidding process under the aegis
of the conciliators and the CIRI, it was concluded that the
offer submitted by the Consortium (EPGC, Fimalac and
Attestor) met the threefold objective of massive deleveraging,
rescheduling of debt repayments and new money equity.
During the discussions, the Group informed the parties
involved in the conciliation proceedings that it needed to
capitalise (i) all the unsecured debt instruments, and (ii)
between €1 billion and €1.5 billion of secured debt (i.e.,
the RCF and TLB), to ensure that its debt structure was
compatible with the cash flow generation forecast in the
2024-2028 business plan.
To this end, the Group and the conciliators asked the parties
involved in the conciliation proceedings to submit offers for
new money equity no later than 3 July 2023, with a view
to finalising an agreement in principle on the terms of the
financial restructuring by 27 July 2023.
61
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
On 15 July 2023, EP Global Commerce and Fimalac
submitted a revised offer, that Attestor joined, proposing
total new money equity of €1.2 billion (including a
€925 million share capital increase reserved for the
parties submitting the offer and a €275 million share
capital increase open to Casino's existing shareholders and
creditors, in order of seniority)�
3F Holding did not submit a revised offer.
On 16 July 2023, the Initial Backstop Group sent a letter
to EP Global Commerce, Fimalac and Attestor confirming
that they intended to (i) support the revised offer submitted
by them the day before, and (ii) ensure the financing of the
Backstopped Capital Increase, under certain conditions�
Based on the criteria set out in the Casino press release
published on 17 July 2023 and on the unanimous
recommendation of its Ad Hoc Committee comprising
nearly all of the Independent Directors of the Group, Casino’s
Board of Directors decided to continue negotiations with
the Consortium as well as the Group's creditors to reach an
agreement in principle on the restructuring of the Group's
financial debt by the end of July 2023.
On 27 July 2023, negotiations led to an agreement in
principle on the financial restructuring with the Consortium
and its main creditors�
Further to the agreement in principle, Casino Group entered
into a Lock-Up Agreement on 5 October 2023 relating to
its financial restructuring with the Consortium and certain
creditors�
At 17 October 2023, the deadline for joining the Lock-Up
Agreement, the following creditors had accepted the
Lock-Up Agreement:
● creditors that are the beneficial lenders of 98.6% of Term
Loan B;
● principal commercial banking groups and some of the
above-mentioned creditors that are the beneficial lenders
of 90.0% of the RCF;
● holders of 78.0% of the Quatrim HY Notes;
● 51.0% of unsecured creditors (holders of HY Notes, EMTNs
and NEU CP); and
● holders of 44.3% of the TSSDIs.
HIGHLIGHTS – FRANCE
Sale of hypermarkets and supermarkets
On 30 September 2023, Casino Group sold a group of
61 Casino France outlets (hypermarkets, supermarkets,
Franprix and convenience stores) to Groupement Les
Mousquetaires representing sales in 2022 of €563 million
excluding VAT (€621 million including VAT), based on an
enterprise value of €209 million, including service stations.
On 25 October 2023, the Paris Commercial Court opened
accelerated safeguard proceedings for the benefit of Casino
and certain of its subsidiaries(1) for an initial period of two
months, which was then renewed for a further two months.
The court appointed SELARL Thévenot Partners (represented
by Maître Aurélia Perdereau), SELARL FHBX (represented by
Maître Hélène Bourbouloux) and SCP Abitbol & Rousselet
(represented by Maître Frédéric Abitbol) as court-appointed
receivers for the proceedings�
The main aim of these proceedings is to enable the
financial restructuring to be implemented in accordance
with the terms of the Lock-Up Agreement. The Accelerated
Safeguard Plan is described in detail in Chapter 1 of this
Universal Registration Document (section 1.3 “Accelerated
Safeguard Plan”, page 10).
The main steps relating to the consultation of the classes
of affected parties and the approval of the draft plan by
the Paris Commercial Court were as follows:
● 30 October 2023: notices to the parties affected by the
draft accelerated safeguard plans published;
● 2 November 2023: list of claims filed with the court registrar;
● 13 November 2023: notification by the court-appointed
receivers to each of the affected parties of the process
for assigning the affected parties to different classes and
calculating the votes within the class or classes to which
each party is assigned, the criteria used to determine the
composition of the classes of affected parties, and the
list of the affected parties;
● 11 December 2023: extension of the accelerated safeguard
proceedings by the court;
● 20 December 2023: affected parties called to vote on the
draft accelerated safeguard plans on 11 January 2024
and notification by the court-appointed receivers of the
internal rules of the classes of affected parties;
● 21 December 2023: draft accelerated safeguard plans
and appendices made available to the affected parties
on Casino's website;
Steps taken since 31 December 2023 are presented in
Chapter 2 of this Universal Registration Document (section
2.2 “Recent events”, page 71).
At the same time, the Group received €140 million in
deposits for the second wave of store disposals (to be
completed within three years).
In addition, on 18 December 2023, Casino Group
entered into exclusive negotiations with Groupement
Les Mousquetaires and with Auchan Retail, with a view
to the sale by Casino Group of almost all its remaining
hypermarkets and supermarkets(2) to the two retailers,
on the basis of a fixed enterprise value of €1.35 billion
(excluding property)�
(1) Casino Finance, Distribution Casino France, Casino Participations France, Quatrim, Segisor and Monoprix.
(2) Not including Codim 2, which owns the hypermarkets and supermarkets located in Corsica, and including franchised stores, subject to their
agreement.
62
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Casino Group sought and was given the go-ahead to enter
into these exclusive discussions by the Consortium (EP
Equity Investment III S�à r�l�, Fimalac and Trinity Investments
Designated Activity Company) in accordance with the terms
of the Lock-up Agreement dated 5 October 2023.
On 24 January 2024, Casino Group announced that it
had signed agreements with Auchan Retail France and
Groupement Les Mousquetaires (see Chapter 2, section
2.2 “Recent events”, page 72).
Acquisition of GPA'S stake in Cnova
On 27 November 2023, Casino Group announced the
acquisition from GPA of CBD Luxembourg Holding, which
indirectly held 34.0% of Cnova's share capital (117,303,664
ordinary shares(1)). The transaction increased Casino's stake
in Cnova, directly and through wholly owned subsidiaries,
to 98.8%.
The purchase price was set at €10 million, of which 80%
was paid on completion of the transaction and 20% is
payable by 30 June 2024 at the latest(2)�
The agreement provides for the payment by Casino, under
certain conditions, of an earnout, if a transaction involving
its stake in Cnova were to take place within the next 18
months, for a higher valuation of Cnova than that resulting
from the transaction�
The transaction, which is part of Casino Group's financial
restructuring, will simplify Cnova's ownership structure
and separate Casino, Guichard-Perrachon's stakes in GPA
and Cnova�
Group
■ TERACT and Casino Group sign an exclusive
agreement to create the French leader
in responsible and sustainable retail
On 9 March 2023, TERACT and Casino Group entered into
exclusive discussions aimed at creating a French leader
in responsible and sustainable retail activities, potentially
leading to the combination of the two groups' retail
activities in France and the establishment of common
supply chains closely associating the region's agricultural
cooperatives grouped together within the InVivo group,
TERACT's majority shareholder.
At the end of this exclusivity period, which was renewed on
April 24 and expired on 8 June 2023, TERACT and Casino
Group decided, by mutual agreement, to no longer pursue
these discussions, as announced on 8 June 2023.
■ Signature of a commercial agreement between
Smart Good Things and the Casino banners
On 30 March 2023, Smart Good Things and the Casino
banners announced the signature of a commercial
agreement with two focuses:
● the development and operation of drugstores;
● the installation of shops-in-shops offering innovative
food and non-food products in Casino hypermarkets
and supermarkets�
The agreement also saw Distribution Casino France increase
its stake in Smart Good Things Holding to 15%.
■ Partnership project between the Prosol
and Casino groups
On 30 June 2023, the Prosol and Casino groups announced
that they had reached a preliminary agreement on a
major partnership under which the Prosol group would
deploy its successful proprietary "Fresh" concept in Casino
hypermarkets and supermarkets and certain Monoprix
outlets. This partnership will enable Casino Group to leverage
the Prosol Group's unrivalled expertise in fresh produce
(fruit and vegetables, dairy and creamery products, fish,
meat) and apply it in the ideal geographies in which Casino
Group operates�
■ Extension of the partnership between Casino
Group and Groupement Les Mousquetaires
On 2 October 2023, Casino Group announced that it had
reached an agreement with Groupement Les Mousquetaires
to:
● extend the three existing AUXO purchasing alliances (AUXO
Achats Alimentaires, AUXO Achats Non-Alimentaires,
AUXO Achats Non-Marchands) by two years until 2028;
● extend their purchasing alliance to include private-label
food products (AUXO Private Label);
● sign a supply agreement with Groupement Les
Mousquetaires’ Seafood and Meat sectors, based on the
know-how of Agromousquetaires.
Quatrim buyback
On 31 March 2023, the Group announced the success
of its tender offer 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 interest), financed with available cash on hand.
Following the cancellation of the notes, the aggregate
principal amount outstanding is €553 million.
(1) As well as shares with special voting rights.
(2) The balance is expected to be paid upon completion of the Group's financial restructuring.
63
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
HIGHLIGHTS – LATIN AMERICA
Sale of Assaí
The Group completed the sale of its entire stake in Assaí
on 23 June 2023. Following the sale of a 10.4% stake
in November 2022, the Group completed two further
disposals in H1 2023:
● 17 March 2023: sale of 18.8% of the capital for around
€571 million after tax and expenses (gross proceeds of
€723 million);
● 23 June 2023: sale of the remaining 11.7% stake for
approximately €326 million after tax and expenses (gross
proceeds of €404 million).
Casino Group no longer holds a stake in Assaí.
Spin-off of Grupo Éxito
In early September 2022, 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� Casino’s Board of Directors approved the plan
to unleash the full value of Grupo Éxito.
The spin-off was approved by GPA’s shareholders at the
General Meeting of 14 February 2023 and was completed
on 23 August 2023, with the separate listing of GPA and
Grupo Éxito’s Brazilian Depository Receipts (BDR).
Following the transaction, Casino Group held a direct 34%
stake in Grupo Éxito and an indirect stake of 13% through
GPA’s minority shareholding�
Sale of Casino's stake in Grupo Éxito
On 16 October 2023, Casino Group announced that on
Friday 13 October 2023, its Board of Directors approved
the signing of a preliminary agreement with the Calleja
group, which owns the leading food retail group in El
Salvador and operates under the Super Selectos banner, for
the sale of Casino’s entire stake in Grupo Éxito, i.e., 34% of
Grupo Éxito’s share capital, in connection with the tender
offers launched in Colombia and in the United States by
the Calleja group for the acquisition of 100% of Grupo
Éxito's outstanding shares (including American Depositary
Shares and Brazilian Depositary Receipts), subject to the
acquisition of at least 51% of the shares.
GPA, which then held 13% of Grupo Éxito's shares, was also
party to the preliminary agreement and agreed to sell its
stake as part of the takeover bid�
The price offered in the public tender offer was USD 1.175
billion for 100% of the outstanding shares, i.e., USD 0.9053
per share, of which USD 400 million (corresponding to €380
million(1)) was for Casino Group’s direct stake and USD 156
million (€148 million) was for GPA’s stake.
On 26 January 2024, Casino Group announced that it had
completed the sale of its entire stake in Grupo Éxito (see
Chapter 2, section 2.2 “Recent events”, page 72).
Proposed increase in GPA's capital and
loss of control
Following the press release published by GPA on
10 December 2023, Casino Group acknowledged that it
was aware that GPA had initiated preliminary work efforts
towards a potential primary equity offering, as part of its
plan to optimise its capital structure�
GPA called an Extraordinar y General Meeting on
11 January 2024 to approve, among other things, an increase
by 800 million ordinary shares of the authorised share capital
of the company and the proposal by GPA’s management,
with the consent of Casino group, to elect new members
to its Board of Directors, subject to the conclusion of the
potential offer, in anticipation of the expected dilution of
Casino's stake in the company.
Steps taken since 31 December 2023 are presented in
Chapter 2 of this Universal Registration Document (section
2.2 “Recent events”, page 72).
(1) Based on a USD/EUR exchange rate of 1.0524 at 13 October 2023 (ECB).
64
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.1. BUSINESS REPORT
The comments in the Annual Financial Report reflect
comparisons with 2022 results from continuing operations.
In accordance with IFRS 5 – Non-current Assets Held for
Sale and Discontinued Operations, the 2022 and 2023
net sales and earnings for Assaí, Grupo Éxito, GPA and
the Group's French hypermarkets and supermarkets are
presented within discontinued operations. Consequently,
the net sales and earnings presented in this document
relate solely to the Group's continuing operations (Monoprix,
Franprix, Casino convenience banners, Cdiscount and
Other(1)).
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.
Main changes in the scope of continuing operations
● Sale of Sudeco
● Sale of an additional stake in GreenYellow
Continuing operations
(€ millions)
Net sales
Adjusted EBITDA
EBIT
Underlying net profit, Group share
2.1.1. MONOPRIX
(€ millions)
Net sales
Adjusted EBITDA
Adjusted EBITDA margin
Trading profit
Trading margin
2023
8,957
765
124
(1,451)
2022 (restated)
9,399
978
316
(323)
Reported
change
-4�7%
-21�8%
-60�6%
n�m�
Organic
change
-3�2%
-18�7%
-56�4%
n�m�
2023
4,338
459
10.6%
131
3.0%
2022 restated
4,393
497
11.3%
168
3.8%
Monoprix reported net sales of €4,338 million in 2023,
representing same-store growth of 1.8% over the year,
driven mainly by Monop' (4.3%) and Monoprix City food
(2.6%). The year 2023 also saw (i) Naturalia swing back
into profit (0.6%) in a still difficult organic market, (ii)
an acceleration in openings of Monoprix City/Monop'
stores under franchise (42 openings under franchise in
2023, including 39 Monoprix City/Monop' stores), and (iii)
expansion in French overseas territories and international
markets, with 11 new store openings (Qatar, United Arab
Emirates, Saint-Barthélemy, etc�)�
Adjusted EBITDA for Monoprix was €459 million, down
8%, reflecting a margin of 10.6% (down 73 bps), mainly
affected by higher energy costs�
Monoprix’s trading profit was €131 million, down 22%,
with a trading margin of 3.0% (down 81 bps).
(1) Other: the activities not allocated to any of the other reportable segments, including real estate activities (mainly Quatrim and Mayland), the
Geimex/ExtenC distribution business and the Casino, Guichard-Perrachon holding company cost centre.
65
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.1.2. FRANPRIX
(€ millions)
Net sales
Adjusted EBITDA
Adjusted EBITDA margin
Trading profit
Trading margin
2023
1,522
155
10.2%
54
3.5%
2022 restated
1,478
184
12.4%
72
4.9%
Franprix posted net sales of €1,522 million in 2023,
for same-store growth of 3.2%, led by (i) good customer
traffic momentum (up 2.4%) and (ii) double-digit growth
in e-commerce (18%), boosted by the 40% acceleration
in marketplace sales (Uber Eats, Deliveroo, etc.) in 2023,
making Franprix the leading quick-commerce retailer in
Paris. Total gross sales under banner rose by 5.1% over the
year� The strategy of expansion in target areas continued,
with 148 store openings over the year (including 139 under
franchise), mainly in Paris and the Île-de-France region (114
store openings)�
Franprix’s adjusted EBITDA represents €155 million, down
16%, reflecting a margin of 10.2% (down 227 bps) due
to a sharp increase in costs (particularly energy costs) and
lower volumes on a same-store basis, partly offset by the
expansion of the franchise network.
Trading profit came to €54 million, down 25%, reflecting
a margin of 3.5% (down 133 bps).
2.1.3. CASINO CONVENIENCE BANNERS
(€ millions)
Net sales
Adjusted EBITDA
Adjusted EBITDA margin
Trading profit
Trading margin
2023
1,482
72
4.9%
(2)
-0.1%
2022 restated
1,507
156
10.3%
78
5.2%
Net sales for Casino convenience banners represented
€1,482 million, up by 1.1% in 2023 on a same-store basis.
Expansion of the store network continued in 2023, with 380
store openings, mainly under franchise, and the transfer of
93 stores from an integrated to a franchise model.
Adjusted EBITDA represents €72 million, down 54%,
reflecting a margin of 4.9% (down 545 bps) due to higher
energy costs and support provided to franchise partners in
dealing with the impact of inflation.
Trading profit came out at a loss of €2 million, reflecting a
margin of -0.1% (down 530 bps).
66
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.1.4. E-COMMERCE (CDISCOUNT)
(€ millions)
Net sales
Adjusted EBITDA
Adjusted EBITDA margin
Trading profit
Trading margin
2023
2,804
83
6.7%
(12)
-1.0%
2022 restated
3,440
55
3.4%
(41)
-2.6%
In 2023, Cdiscount(1) continued to reduce its unprofitable
direct sales in favour of developing its services (marketplace,
Advertising, B2C and B2B). Marketplace GMV(2) slipped 2%
over the year, with the marketplace contribution at a record
60% (up 8.5 pts year on year), while direct sales GMV fell
by 31%, in line with the company's strategy of streamlining
and improving profitability. Service revenues rose by 1.7%
over the year. Overall, same-store sales declined by 24%.
Adjusted EBITDA amounted to €83 million (up 51%),
reflecting a 330 bps improvement in the margin (to 6.7%)
thanks to the transition to a more profitable business model
focused on services and the marketplace, along with the
effects of the cost savings plan (€129 million of savings
generated in 2023 vs. 2021, outperforming the initial
target of €90 million).
Trading profit came out at a loss of €12 million, reflecting
a margin of -1.0% (up 156 bps).
2.1.5. OTHER
(€ millions)
Net sales
Adjusted EBITDA
Adjusted EBITDA margin
Trading profit
Trading margin
2023
2022 restated
380
(4)
-0.9%
(46)
-12.0%
400
87
21.8%
40
10.0%
Net sales by Other (ExtenC, Leader Price, 3C Cameroun,
RelevanC, Miscellaneous and Holdings, Miscellaneous
Purchasing and Marketing) came to €380 million, up 6.7%
on a same-store basis�
Adjusted EBITDA was a negative €4 million (including an
€80 million negative impact from changes in the scope of
consolidation), down 104%, with a -0.9% margin.
Trading profit came out at a loss of €46 million, reflecting
a margin of -12.0% (down 2,199 bps).
(1) Data published by the subsidiary in this section.
(2) Gross merchandise value�
67
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.1.6. OVERVIEW OF THE CONSOLIDATED FINANCIAL
STATEMENTS
Pursuant to European Commission Regulation 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 2023.
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 methods described in the notes to the
consolidated financial statements have been applied
continuously across the periods presented in the
consolidated financial statements�
Net sales
Consolidated net sales excluding tax amounted to
€8,957 million in 2023, down 3.7% on a same-store basis,
down 3.2% on an organic basis and down 4.7% as reported
after taking into account changes in scope (down 1.5%).
Currency, fuel and calendar effects were virtually neutral.
A more detailed review of changes in net sales can be
found above in the review of each of the Group’s business
segments�
Adjusted EBITDA
Consolidated adjusted EBITDA came to €765 million (down
21.8% including a 7.4% negative impact from changes in
the scope of consolidation), reflecting a margin of 8.5%.
A more detailed review of changes in adjusted EBITDA
can be found above in the review of each of the Group’s
business segments�
Adjusted EBITDA after lease payments was €341 million,
down 37.8%, reflecting a margin of 3.8%.
Trading profit
Trading profit amounted to €124 million in 2023, a year-
on-year variation of -60.6%, for a margin of 1.4%.
A more detailed review of changes in trading profit can be
found above in the review of each of the Group’s business
segments�
Net financial income (expense)
Underlying net financial expense for the period was
€768 million (compared with €414 million in 2022),
a deterioration of €354 million, mainly due to around
€130 million resulting from the net rise in interest on
bonds, the Term Loan B and short-term debt (including the
impact of higher interest rates and the average volume of
RCF drawdowns), around €120 million relating to interest-
rate hedging instruments, including credit risk(1), around
€135 million in amortisation of non-cash financial expenses
and around €30 million of bonuses on bond redemptions
and income from financial investments(2)�
Other operating income and expenses
Other operating income and expenses amounted to a
negative €1,157 million in 2023 (vs. a positive €86 million
in 2022), including €940 million of asset impairment losses
(mainly Monoprix and Franprix goodwill impairment based
on the November 2023 business plan) and €104 million
of operating restructuring costs�
Income tax represented an expense of €778 million versus
an expense of €188 million in 2022.
The Group’s share of profit of equity-accounted investees
was €2 million (vs. a loss of €1 million in 2022).
Non-controlling interests in profit/(loss) from continuing
operations came to a loss of €19 million compared to a
loss of €15 million in 2022.
(1) The Group derecognised all of its hedging instruments in force during the first half of 2023 as part of its financial restructuring.
(2)
Investment of surplus cash in line with the increase in the average volume of RCF drawdowns.
68
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Net profit (loss), Group share
Net loss from continuing operations, Group share was
€2,558 million (vs. a loss of €185 million in 2022), reflecting
notably the increase in financial expenses and impairment
of Monoprix and Franprix assets in connection with the new
November 2023 business plan.
Net loss from discontinued operations, Group share was
€3,103 million in 2023 (vs. a net loss of €130 million in
2022), due to HM/SM operating losses and impairment of
GPA, Grupo Éxito and HM/SM assets.
Financial position
Consolidated net debt stood at €6.2 billion (€4.5 billion(3)
at 31 December 2022), an increase of €1.7 billion, of which
mainly a €0.7 billion outflow in free cash flow, materially
impacted by €0.5 billion in financing losses, €0.6 billion
in financial expenses, €1.4 billion in losses on disposals
of businesses (HM/SM) and €1.3 billion in proceeds on
disposals�
Consolidated net profit (loss), Group share amounted to a
net loss of €5,661 million, versus a net loss of €316 million
in 2022.
The underlying net loss(1) from continuing operations, Group
share was €1,451 million, versus a net loss of €323 million in
2022, reflecting a decrease in trading profit (€191 million),
an increase in the cost of net debt (€342 million) and a
rise in tax expense (€588 million).
Diluted underlying earnings per share(2) stood at a loss of
€13.93, vs. a loss of €3.42 in 2022.
At 31 December 2023, the Group's liquidity was €1,051 million
(cash and cash equivalents). The Group also has €95 million
in the Quatrim segregated account.
(€ millions)
Loans and borrowings
EMTN/HY Notes
RCF
Term Loan B
Quatrim senior secured notes
Confirmed credit lines – Monoprix
Cdiscount PGE
Other
Cash and cash equivalents
NET FINANCIAL DEBT(4)
Net debt excluding Quatrim(5)
31 Dec. 2022
31 Dec. 2023
4,945
2,287
50
1,425
653
170
60
300
(468)
4,477
7,232
2,168
2,051
1,425
553
170
60
805
(1,051)
6,181
Change
+2,287
-119
+2,001
0
-100
0
0
+505(2)
-583
+1,704
31 Dec. 2023
(adjusted)(1)
3,230
0
711
1,410
491
131
60
427
(1,696)
1,534(3)
1,048
(1) Adjusted gross debt at 31 December 2023 including the impact of the financial restructuring approved on 26 February 2024.
(2)
Including a €242 million increase in accrued interest (linked to the suspension of interest and fee payments as from the start of the conciliation
procedure) and €120 million in Regera notes.
Including the conversion of €3.5 billion of principal maturities into equity, a net increase in cash (equity injection less restructuring costs), the
settlement of interest accrued at the end of December 2023 and the repayment of borrowings.
(3)
(4) 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.
(5) The financial restructuring will result in the ring-fencing of Quatrim from the rest of the Group. The Quatrim note debt will be repaid via an
asset divestment programme agreed with its creditors, who will have limited recourse to the Group's assets.
The net financial debt (excluding Quatrim)/adjusted EBITDA after lease payments (excluding Quatrim) ratio stood at
3.3x, with adjusted EBITDA after lease payments (excluding Quatrim) of €317 million and net financial debt (excluding
Quatrim) of €1,048 million.
(1) See section on alternative performance indicators on following page.
(2) Underlying diluted EPS includes the dilutive effect of TSSDI distributions.
(3) Excluding Latin America.
69
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
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.
To comply with the ESMA Guidelines on Alternative
Performance Measures, the "EBITDA" indicator is now
labelled "adjusted EBITDA"� This change has no impact on
its definition; adjusted EBITDA corresponds to trading profit
plus recurring depreciation and amortisation expense�
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.
Underlying profit is a measure of the Group's recurring
profitability�
(€ millions)
Trading profit
Other operating income and expenses
Operating profit (loss)
Net finance costs
Other financial income and expenses
Income tax expense
Share of profit of equity-accounted
investees
Net profit (loss) from continuing
operations
o/w attributable to non-controlling
interests
o/w Group share
2022
316
86
402
(240)
(174)
(188)
Restated
items
0
(86)
(86)
0
0
(52)
2022
316
0
316
(240)
(174)
(240)
2023
124
(1,157)
(1,033)
(582)
(187)
(778)
Restated
items
0
1,157
1,157
0
0
(50)
2023
124
0
124
(582)
(187)
(827)
(1)
0
(1)
2
0
2
(201)
(138)
(339)
(2,577)
1,108
(1,470)
(15)
(185)
0
(16)
(19)
0
(19)
(138)
(323)
(2,558)
1,107
(1,451)
70
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.2. SUBSEQUENT EVENTS
FINANCIAL RESTRUCTURING OF THE GROUP
Vote on the draft accelerated safeguard
plans (11 January 2024)
Approval of the Accelerated Safeguard
Plans (26 February 2024)
The classes of affected parties were called to vote on the
draft accelerated safeguard plan for Casino and certain
of its subsidiaries(1) (i) remotely for the classes of creditors
between 21 December 2023 and 10 January 2024, and
(ii) remotely between the same dates or at a physical
meeting on 11 January 2024 at the Maison de la Mutualité
for the class of Casino shareholders�
On 11 January 2024, the court-appointed receivers
transmitted to Casino the results of the vote of all classes
of affected parties on the draft accelerated safeguard
plans, the details of which are set out in the press release of
12 January 2024. Of the Casino's seven classes of affected
parties, six approved the draft accelerated safeguard plan by
the required majority (more than two-thirds) and Casino’s
sole Class 5 creditor (GPA under a guarantee granted in its
favour) abstained from voting on Casino's draft accelerated
safeguard plan�
The draft accelerated safeguard plans were approved by
the required majority of the 17 classes of affected parties
related to the subsidiaries concerned, i�e�, more than
two-thirds. Casino Participation France’s sole Class 2 creditor
(GreenYellow Holding under a guarantee granted in its
favour), voted against the adoption of Casino Participations
France's draft accelerated safeguard plan.
See section 1.3 for more information on the draft accelerated
safeguard plans�
1) The Casino and CPF draft plans
The draft accelerated safeguard plans for Casino and CPF
having been approved by the required majority of all the
classes of affected parties, with the exception of one class,
Casino and CPF applied to the Paris Commercial Court
on 1 February 2024 to have their respective Accelerated
Safeguard Plans approved by using the mechanism forcing
any dissenting classes to accept the plan� The Court approved
these plans on 26 February 2024.
2) The other draft accelerated safeguard plans
The draft accelerated safeguard plans of the other Group
companies having been approved by the required majority
of all classes of affected parties, the companies concerned
applied to the Paris Commercial Court on 1 February 2024
for approval of their Accelerated Safeguard Plans� The Court
approved these plans on 26 February 2024.
See section 1.3 for more information on the draft accelerated
safeguard plans�
Implementation of the steps set out
in the Accelerated Safeguard Plan
Following the approval of the Accelerated Safeguard Plans
by the Paris Commercial Court on 26 February 2024, the
steps detailed in section 1.3 of this Universal Registration
Document are set to be implemented no later than
27 March 2024, the completion date of the financial
restructuring�
(1) Casino Finance, Distribution Casino France, Casino Participations France, Quatrim, Segisor and Monoprix SAS.
71
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
SALE OF CASINO HYPERMARKETS AND SUPERMARKETS
Agreements with Auchan Retail
and Groupement Les Mousquetaires
for the sale of Casino hypermarkets
and supermarkets
On 24 January 2024, Casino Group announced that it
had signed agreements with Auchan Retail France(1) and
Groupement Les Mousquetaires(2)�
The agreements provide for the sale of 288 stores (and their
adjoining service stations), based on an enterprise value of
between €1.3 and €1.35 billion. The sale transactions to
Auchan and Groupement Les Mousquetaires constitute
an indivisible whole.
The disposals will be completed in second and third quarters
of 2024, after consultation with the relevant employee
representative bodies�
The transaction will also be subject to obtaining:
● all the usual authorisations required for the transfer of
stores or service stations; and
● the necessary merger control authorisations from the
relevant competition authorities, or the decisions of the
relevant competition authorities granting a waiver with
suspensive effect of the merger control procedure�
The agreements provide for the transfer of stores (and their
adjoining service stations) in three successive waves: on 30
April 2024, 31 May 2024 and 1 July 2024.
Agreements with Carrefour for the sale
of 25 Casino hypermarkets
and supermarkets
As part of the memorandum of understanding signed on
24 January 2024 with Groupement Les Mousquetaires,
on 8 February 2024, Casino Group announced that it
had reached agreements with Carrefour(3) for the sale of
25 stores (and their adjoining service stations) that were
initially to be acquired by Groupement Les Mousquetaires�
The disposals would take place on 30 April 2024, after
consultation with the relevant employee representative
bodies�
The transaction will also be subject to obtaining:
● all the usual authorisations required for the transfer of
stores or service stations; and
● the necessary merger control authorisations from the
relevant competition authorities, or the decisions of the
relevant competition authorities granting a waiver with
suspensive effect of the merger control procedure�
GPA CAPITAL INCREASE AND LOSS OF CONTROL
The Annual General Meeting of GPA held on 22 January
2024 (on second call) approved resolutions concerning
the issue of 800 million new ordinary shares and GPA
management's proposal to elect a new Board of Directors.
GPA's capital increase was launched on 4 March 2024, with
a basic offer of 140 million shares, which may be increased
to 280 million shares depending on market conditions and
demand. Taking these parameters into account, Casino's
percentage interest in GPA after the capital increase is
estimated at between 20.1% and 26.9%; this percentage
interest depends on the amount of the capital increase that
will actually be carried out. The schedule for the offering
provides for the completion of book building and allocation
on the evening of Wednesday 13 March 2024.
SALE OF CASINO GROUP'S STAKE IN GRUPO ÉXITO
As part of the tender offers launched in the United States
and Colombia by the Calleja group for the share capital of
Grupo Éxito, on 26 January 2024, Casino Group announced
the completion of the sale of its direct 34.05% stake.
GPA also tendered its 13.31% stake in Grupo Éxito to the
sale�
Following these transactions, the Calleja group acquired
86.84% of Grupo Éxito’s share capital.
Casino Group collected gross proceeds of USD 400 million
from this transaction (corresponding to €367 million(4)),
while GPA received gross proceeds of USD 156 million.
Casino Group and GPA no longer own any stake in Grupo
Éxito.
(1) Unilateral purchase agreement.
(2) A memorandum of understanding (including an attached proposed purchase agreement).
(3) Unilateral purchase agreement.
(4) Based on a USD/EUR exchange rate of 1.0905 at 24 January 2024 (ECB).
72
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.3. 2024-2028 BUSINESS PLAN
The Consortium's strategic plan has been communicated
to the market (see press release of 21 December 2023)
and appended to the Accelerated Safeguard Plan� The
plan aims to:
● achieve average annual growth in net sales of -1.2%
between 2024 and 2028;
● achieve an adjusted EBITDA margin of 8% by 2028; and
● achieve an operating cash flow of over €500 million in
(€ millions)
Net sales
Year-on-year change
Adjusted EBITDA after lease
payments
Margin
Net capex
Cash flows from operating activities
2024
12,055
n�a�
126
1�0%
(354)
(578)
2028.
2025
10,499
-12�9%
450
4�3%
(287)
(174)
2026
10,922
+4�0%
638
5�8%
(295)
230
2027
11,234
+2�9%
789
7�0%
(316)
380
2028
11,477
+2�2%
920
8�0%
(311)
517
In 2024, the Consortium is targeting an adjusted EBITDA after lease payments of €126 million, net capex of negative
€354 million and cash flows from operating activities before disposals of negative €655 million, taking into account a
return to normal working capital requirements. Over the medium term, the Consortium's business plan shows a gradual
improvement in the Group's profitability, driven by the implementation of the measures described above and of an
investment plan worth almost €1.6 billion over its entire duration, in particular with a view to renovating the store network.
The plan is to achieve net sales of almost €11.5 billion in 2028, mainly through a recovery programme aimed at profitable
and responsible growth.
■ Profitable growth
■ Responsible growth
1. Develop the profitability of the banners through business
1. Concrete actions to reduce the impact of greenhouse
recovery and net sales growth through:
- competitive and stable prices;
- the development of private labels;
- store renovations;
- making stores more people-focused for better customer
gases:
- reducing transport emissions with low-carbon trucks.
2. A daily commitment to preserving biodiversity:
- boosting sales of organic products and combating
deforestation�
service;
- expansion through franchising�
2. At the same time, work on the Group's efficiency to
improve costs and competitiveness through:
- strengthening purchasing performance;
- preserving the identity of each brand and creating
cross-cutting support functions;
- adapting logistics organisation;
- optimising cash flow.
3. A focus on the fight against food waste�
4. Commitment to supporting animal welfare�
5. Promotion of diversity and inclusion on a daily basis
by:
- pursuing Casino's commitment to diversity in all its
forms: products, suppliers and employees;
- fighting for workplace equality and against discrimination.
By the end of the plan in 2028, adjusted EBITDA after lease payments should improve significantly to €920 million, while
other operating income and expenses should stabilise at around negative €50 million. As a result, the Consortium expects
cash flow from operating activities before disposals of €443 million; higher than the annual interest expense of around
€230 million. Lastly, net financial debt at the end of this plan would be €1,960 million, corresponding to a ratio of 2.1x.
In view of the hypermarkets and supermarkets disposal process and their treatment as discontinued operations, the
adjusted EBITDA France 2024-2028 projections published by the Group in November 2023 are no longer valid.
Furthermore, in view of the forthcoming change of control, the Group is not publishing a new 2024 outlook�
73
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
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�
Significant events of the year are described in Note 1 to the
parent company financial statements for the year ended
31 December 2023 (see section 2.7 of Chapter 2 of this
Universal Registration Document)�
In 2023, the Company reported net sales (excluding taxes) of
€115 million, versus €136 million in 2022. 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 and all regulations which
have amended it since�
The accounting policies applied for the year ended 31
December 2023 are consistent with those used for the
previous year�
The financial statements for the year ended 31 December
2023 have been prepared on a going concern basis
assuming that the financial restructuring described in
Chapter 1 will be completed as planned during the second
half of the month of March 2024.
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.
At 31 December 2023, the Company had total assets of
€10,184 million and equity of negative €2,273 million.
Non-current assets amounted to €9,592 million, mainly
corresponding to long-term investments�
At 31 December 2023, total liabilities stood at €8,550
million, versus €8,059 million at 31 December 2022.
A breakdown of loans and other borrowings as well as
net debt is provided in Note 15 to the parent company
financial statements�
Casino, Guichard-Perrachon's liquidity position at 31
December 2023 is explained in Note 15 to the parent
company financial statements�
Casino, Guichard-Perrachon had the following financing
facilities at 31 December 2023:
● unsecured bonds amounting to €2,168 million, of which
€371 million in high-yield bonds maturing in January
2026 and €516 million in high-yield bonds maturing
in April 2027 (contractual maturities);
● a term loan (“Term Loan B”) for €1,425 million, maturing
in August 2025 (contractual maturity).
The covenants had been breached at 31 December 2023;
as a result, most of the Company's gross debt was reclassified
as current (€3.2 billion).
The record of the Conciliation and Accelerated Safeguard
proceedings, successively opened on 25 May 2023 and
25 October 2023 by the Paris Commercial Court, formally
noted that (i) settlement of the Group Public Liabilities of
approximately €300 million had been postponed until the
earlier of 30 April 2024 and the completion date of all the
financial restructuring transactions, and that (ii) payment
of contractual instalments of principal and interest and
fees in respect of the Group’s debt was suspended during
the observation period. These various measures will ensure
that the Company and the Group have sufficient cash to
finance their operations during the interim period until the
planned effective completion of the financial restructuring
at the end of March 2024.
74
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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
0
days
1 to 30
days
31 to
60 days
61 to
90 days
Total (1
day or
more)
91+
days
0
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
33
9
24
821
352
475
279
195
469
2%
1%
1%
2%
1%
1%
89
0
89
0%
0%
0%
166
72
93
0%
0%
0%
91
0
91
0%
0%
0%
130
119
11
628
627
1
620
620
0
346
346
0
816 2,409
800 2,392
16
16
0%
0%
0%
6%
1%
5%
1%
1%
0%
0%
0%
0%
1%
2%
1% 2%
0% 0%
(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
22
19
3
2,425
2,409
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
75
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
In 2023, the Company reported an operating profit of
€10 million, versus €14 million in 2022.
The recurring loss before tax came in at €9,833 million,
versus €75 million the previous year.
Net financial expense came in at €9,843 million, versus net
financial expense of €89 million in 2022. The deterioration
over the year was mainly due to impairment of investments
in subsidiaries and associates and provisions for losses on
negative net worth positions for an additional €9,210 million
compared with the previous year. In 2023, these provisions
mainly concerned:
● impairment of Distribution Casino France shares for €3,762
million, Monoprix shares for €787 million, Segisor shares
for €1,053 million, Cnova shares for €433 million, Tevir
shares for €242 million, Easydis shares for €59 million
and Casino Finance shares for €18 million (see Note 8
to the parent company financial statements);
● the provision for losses covering the negative net worth
of Distribution Casino France (€3,050 million) and Dirca
(the holding company indirectly holding the shares in the
Le Club Leaderprice e-commerce business) (€47 million).
Non-recurring expense amounted to €112 million, versus
non recurring income of €65 million in 2022. It mainly
comprised:
● costs relating to the preparation and implementation of
the Group's safeguard plan for €85 million;
● restructuring costs for €27 million;
● costs relating to disposals and Group strategic operations
for €26 million;
● costs relating to ongoing disputes for €7 million;
● income from partial repurchases of debt securities at the
beginning of the year for €37 million.
The loss before tax was €9,946 million, versus €140 million
in 2022.
The net loss for the year came to €10,021 million, versus
€62 million in 2022.
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 2023 parent company financial statements
include an amount of €27,705 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 €7,155.
76
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.5. SUBSIDIARIES AND ASSOCIATES
The business performance of the main subsidiaries and
controlled companies is described on pages 61 to 67.
Information on Casino, Guichard-Perrachon’s subsidiaries
and associates is provided on pages 238 and 239.
A list of consolidated companies is provided on pages
195 to 197.
2.5.1. INVESTMENTS MADE AND CONTROL ACQUIRED IN 2023
In 2023, Casino, Guichard-Perrachon acquired CBD
Luxembourg Holding from GPA� CBD Luxembourg Holding
indirectly held 34.0% of Cnova N.V.'s share capital. The
transaction increased Casino's stake in Cnova N.V., directly
and indirectly, to 98.8%.
The indirect control acquired as a result of company
formations, acquisitions and merger-related asset transfers
in France in 2023 were as follows:
Casino Participations France group
Forecas 6 (100%) and Forecas 7 (100%).
(51%), Greece 129 (51%), Greece 130 (51%), Greece 131
(51%), Greece 132 (51%), Greece 133 (51%), Greece 134
(51%), Greece 135 (51%), Greece 136 (51%), Greece 137
(51%), Greece 138 (51%), Greece 139 (51%), Greece 140
(51%), Greece 141 (51%), Greece 142 (51%), Greece 143
(51%), Greece 144 (51%), Greece 145 (51%), Greece 146
(51%), Greece 147 (51%), Greece 148 (51%), Greece 149
(51%), Greece 150 (51%), Greece 151 (51%), Greece 152
(51%), Greece 153 (51%), Greece 154 (51%), Greece 155
(51%), Greece 156 (51%), Greece 157 (51%), Greece 158
(100%), Le Valent (100%), Pontdis (100%), MGCM (100%)
and Stejera (51%).
Lugh sub-group
Lugh Eme (100%).
Cdiscount group
C-Logistics sub-group
CLV (100%).
Bréal sub-group
Greece 97 (51%).
Casino Carburants sub-group
Greece 89 (100%) and Greece 92 (100%).
Floréal sub-group
Greece 65 (100%).
Distribution Casino France group
Greece 16 (100%), Greece 17 (100%), Greece 20 (100%),
Greece 46 (51%), Greece 49 (100%), Greece 98 (51%),
Greece 99 (51%), Greece 100 (51%), Greece 101 (51%),
Greece 102 (51%), Greece 103 (51%), Greece 104 (51%),
Greece 105 (51%), Greece 106 (100%), Greece 107
(51%), Greece 108 (51%), Greece 109 (51%), Greece 110
(51%), Greece 111 (51%), Greece 112 (51%), Greece 113
(51%), Greece 114 (51%), Greece 115 (51%), Greece 116
(51%), Greece 117 (51%), Greece 118 (51%), Greece 119
(51%), Greece 120 (51%), Greece 121 (51%), Greece 122
(51%), Greece 123 (51%), Greece 124 (51%), Greece 125
(51%), Greece 126 (51%), Greece 127 (51%), Greece 128
Franprix-Leader Price Holding sub-group
Celial (100%), Distri Suresnes (100%), Distrilevallois (100%),
Edem Distri (100%), Galliedistrib (100%), Greece FP3
(51%), Greece FP5 (100%), Greece FP6 (100%), Greece FP7
(51%), Greece FP8 (100%), Greece FP9 (51%), Greece FP10
(51%), Greece FP11 (51%), Greece FP12 (51%), Greece
FP13 (51%), Greece LP14 (51%), Société de Distribution
Saussure (100%) and Soexmag (100%).
Monoprix group
Sampaix Dis (100%).
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.
77
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 (2% of non-current assets or €120 million). The
amount of €120 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 74.
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 2023 was €680,000 excluding taxes, versus
€850,000 excluding taxes in 2022.
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
during the 2023 financial year:
● the draft shareholders' agreement between the Company
and Companhia Brasileira de Distribuicão ("GPA") in
connection with the spin-off of GPA;
● the draft pre-agreement between the Company, its
subsidiaries, including GPA, and Cama Commercial Group
Corp�, a company controlled by the Calleja group, for
Casino Group’s sale of its entire stake in Almacenes Éxito
SA ("Éxito"), representing 34.05% of Éxito’s share capital,
by way of a public tender offer (the "Tender Offer");
● the draft agreements between Casino and GPA relating
to the acquisition by Casino of the entire stake held by
GPA in Cnova N�V�
These agreements are presented in the Statutor y
Auditors' special report on related party agreements
and commitments (see pages 240 to 242). They will be
submitted to shareholders for approval and will be described
in the presentation of the resolutions submitted to the
Annual General Meeting�
There were no agreements entered into and authorised in
previous years still in force in 2023.
No agreements were entered into in 2023, 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 3.3.5 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 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 480 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 481
and 482 of this document.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.6. CONSOLIDATED FINANCIAL STATEMENTS
2.6.1. STATUTORY AUDITORS’ REPORT ON
THE CONSOLIDATED FINANCIAL STATEMENTS
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 regulation and French law, such as information about the appointment of the
statutory auditors or verification of 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.
Year ended 31 December 2023
To the Annual general meeting of Casino, Guichard-
Perrachon S.A.,
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.
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 S.A. for the year ended 31 December 2023.
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 2023,
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.
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 2023, 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.
Justification of Assessments -
Key Audit Matters
In accordance with the requirements of Articles L.821-53
and R.821-180 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 judgment,
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, and we do not provide
a separate opinion on specific items of the consolidated
financial statements.
79
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 31 December 2023, the net carrying value of goodwill
recorded in the consolidated statement of financial position
amounts to €2,046 million, i.e. approximately 12% 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:
the materiality of goodwill in the consolidated financial
statements;
the importance of the estimates underlying the calculation
of their value in use, including revenue and profit margin
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 is based.
We assessed the compliance of the methodology
implemented by the Group with the applicable accounting
standards.
We also assessed the main estimates used by analysing
the following:
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 profit margin forecasts with the Group’s
historical performance, in the economic context in which
the 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 Group and (ii) the rates for
several players operating in the same business sector as
the Group;
The sensitivity scenarios used 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.
Going concern
Risk identified
Our response
See Note 1.2.2 “Going concern” to the consolidated financial statements
As stated in Note 1.2.2 to the consolidated financial
statements, the Group’s net debt amounted to an aggregate
€6.2 billion at 31 December 2023 (not including IFRS
16 liabilities which amounted to €1.7 billion), of which
€1.7 billion and €1.8 billion, respectively, relate to contractual
principal repayments (if there is no default on payment) of
debt maturing in financial years 2024 and 2025.
The Group’s cash position does not enable it to repay its
debts.
The financial restructuring plan drawn up aims to cut the
Group's net debt by €4.6 billion and to rebuild consolidated
shareholders' equity, particularly through the injection of
€1.2 billion in new money.
Thus, taking into account (i) the €1.2 billion injection of
new money, (ii) the settlement of unsecured financial debt
borne by the Group (total nominal amount of €3.5 billion
excluding super subordinated notes (TSSDI)), (ii) refinancing
(€2.7 billion), (iii) keeping operating liabilities stable, and
(iv) €0.6 billion in debt payments at the financial restructuring
date (including restructuring costs), the restated amount of
net financial debt at end-2023 would be €1.5 billion, assuming
that Monoprix’s new credit line for a maximum amount of
€100 million is not drawn down.
Regarding implementation of the financial restructuring plan,
we have examined the arguments presented by Management
supporting the assumptions used concerning the expected
effective execution of the plan, the risk of an appeal by
the public prosecutor, and the material completion of the
corresponding legal transactions.
Regarding the cash flow forecasts used to determine the
Group's ability to meet its estimated cash requirements up
to 31 March 2025, we have:
reconciled the starting point of these cash flow forecasts
with the consolidated financial statements for the year
ended 31 December 2023;
analysed and examined the main assumptions used by
Management to determine these cash flow forecasts, and
assessed their consistency with our knowledge of the
Group and with the 2024-2028 Business Plan prepared
by the Consortium;
assessed the impact of the implementation of the financial
restructuring as set out in the safeguard plan, particularly
as regards the reduction in Group debt and the effects of
agreements entered into for the disposal of hypermarkets
and supermarkets;
80
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
gained an understanding of the draft bank agreements
relating to the reinstated TLB and RCF loans, and studied
the default clauses to confirm that the Group is exempt
from ratio calculations for a period of 18 months following
the date of financial restructuring;
asked Management about its knowledge of any
subsequent events or circumstances after 26 February
2024 that could jeopardize the Group's ability to continue
as a going concern .
We have also assessed the appropriateness of the disclosures
on the going concern principle used to prepare the financial
statements, as presented in Note 1.2.2 “Going concern”.
This financial restructuring plan will be implemented as part
of an accelerated safeguard plan that the Paris Commercial
Court passed on 26 February 2024, after all conditions
precedent were lifted and the Casino Group's shareholders
and creditors, convened by category of affected party, voted
favourably on the draft accelerated safeguard plans. This
approval was the final step prior to carrying out the Group’s
financial restructuring.
Th i s r u l i n g of t h e P a r i s Comm e r c i a l Co u r t o n t h e
accelerated safeguard plans of both the Company and
the other six entities involved in the accelerated safeguard
proceedings, may be appealed by court-appointed receivers,
court-appointed agents, the central works committee of
Distribution Casino France (solely as concerns the ruling
concerning Distribution Casino France), the Company
employee representative (solely as concerns the ruling
concerning the Company) and the public prosecutor
(ministère public). The accelerated safeguard plans may
also be contested by any interested third parties (tierce
opposition). Except for an appeal lodged by the public
prosecutor, none of these proceedings would suspend
the ruling.
However, despite the public prosecutor's unfavourable
opinion of the accelerated safeguard plan of Distribution
Casino France (DCF), the Board of Directors of Casino,
Guichard-Perrachon does not anticipate that the public
prosecutor will appeal since it issued a favourable opinion of
the other six plans, which form an inseparable whole along
with the DCF plan, and given the major financial and social
issues of the restructuring under way.
On condition that the public prosecutor does not appeal, the
final stage in the effective implementation of the plan (once
the French Markets Authority (AMF) approves the prospectus
for the security issues outlined in the accelerated safeguard
plan) will involve capital increase subscriptions on the part
of the Consortium and the creditors who have committed
to subscribing to the capital increases, in accordance with
the safeguard plan.
Based on the foregoing, and taking into account the Board
of Directors’ assessment of liquidity risk over the period up
to 31 March 2025, the Board of Directors has approved the
financial statements for the year ended 31 December 2023
on a going concern basis, based on the assumption that the
financial restructuring described above will be executed in
the latter two weeks of March 2024.
We considered the assessment of the going concern
assumption to be a key audit matter given: the Group’s
financial position; the potential risks associated with
effective implementation of the financial restructuring
plan; and Management’s use of judgements and estimates
in preparing the cash flow forecasts used to determine the
Group's ability to meet its estimated cash requirements over
the next twelve months.
81
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Measurement and presentation of the discontinued Casino France Hypermarket and
Supermarket operations
Risk identified
Notre réponse
See Notes 2 “Significant events” and 3.5 “Assets held for sale and discontinued operations” to the consolidated financial
statements
At 31 December 2023, the net assets and liabilities held for
the sale of Casino France’s Hypermarket and Supermarket
operations amounted to €786 million and were measured
at their recoverable amounts. The discontinued operations
represented a net loss of -€4,551 million, including a goodwill
impairment loss of €967 million relating to Casino France’s
Hypermarket and Supermarket opera-tions.
The recognition of profit (loss) from this activity under profit
(loss) from discontinued operations for financial years 2023
and 2022 and of Hypermarket and Supermarket assets and
liabilities sold under assets and liabilities held for sale on the
balance sheet at 31 December 2023 reflects the carve-out of
this activity following its sale to Intermarché / Auchan and
Carrefour and its inclusion in Distribution Casino France
(DCF) and Easydis, as well as the share of Casino France
Retail goodwill.
The recoverable amount of net assets of Casino France’s
Hypermarket and Supermarket activity used by Management
in the context of the current sale and related arrangements
planned resulted in the stores’ cash consumption until the
date of their effective sale on 30 June 2024, costs relating to
the disposals and restructuring costs relating to the support
functions being estimated at an aggregate -€1,032 million.
Following impairment testing on these items, the Group
recognised a goodwill impairment loss of €967 million,
as described in Note 3.2.5 to the consolidated financial
statements.
We considered the measurement and recognition of the
Casino France Hypermarket and Supermarket net assets
held for sale and the recognition of the corresponding
net profit (loss) under net profit (loss) from discontinued
operations to be a key audit matter given the contribution of
the Casino France Hypermarket and Supermarket activity in
the consolidated financial statements and the significance
of Management’s estimates and judgements.
In connection with our audit, we performed the following:
assessed the methods used to allocate and judgements
used to determine which assets and liabilities sold are
to be recognised under assets and liabilities available for
sale and those to be kept by the Group;
assessed the methods used to allocate the net profit (loss)
of the Casino France Hypermarket and Supermarket
activity and recognised under net profit (loss) from
discontinued operations and Management’s judgements
used to distinguish said profit (loss) from profit (loss)
relating to the activities kept by the Group;
assessed the consistency of the impairment test carried
out on the net assets of the Casino France Hypermarket
and Supermarket activity with the applicable accounting
policies and, in particular, the methods used to allocate
Casino France Retail goodwill to this activity and resulting
in the determination of the carrying amount of the net
assets sold;
assessed Management’s estimates and judgements that
were necessary for determining the recoverable amount
of the net assets sold, including pre-sale estimates of
future cash flows, i.e. (i) the pre-sale cash consumption
of the stores, (ii) outstanding lease payments made for
movable assets installed in the stores, (iii) contractual
indemnities and other contractual costs, and (iv) the costs
of restructuring the support functions.
examined the methods used to calculate goodwill
impairment and performed our own sensitivity tests to
test the sensitivity of the calculation to negative changes
in estimated future cash flows.
Lastly, we assessed the appropriateness of the disclosures
thereon provided in the notes to the consolidated financial
statements.
82
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Valuation of Rebates to be received from suppliers
Risk identified
Our response
Refer to Notes 6.2 “Cost of goods sold” and 6.8 “Other current assets” to the consolidated finan-cial 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, Cdiscount
brands.
As part of our audit work, we:
gained an understanding of the internal control
environment relating to the process of monitoring these
rebates for the Distribution Casino France, Monoprix,
Franprix and Cdiscount 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 and conditions : 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 amounts of rebates to be received by product family
for each supplier; and
assessed the settlement of accrued invoices booked as
at 31 December 2022, compared with invoicing issued in
financial year 2023.
83
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Specific Verifications
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 statement
required by Article L.225-102-1 of the French Commercial
Code (Code de commerce), is included in the Group’s
management report , it being specified that, in accordance
with the provisions of Article L. 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.
Report on Other Legal and Regulatory
Requirements
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 the statutory auditor 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, of the French Monetary and Financial Code (Code
monétaire et financier), prepared unde the responsibility of
the Chairman and Chief Executive Officer, complies with the
single electronic format defined in the European Delegated
Regulation N° 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 limitations inherent in the macro-tagging
of consolidated financial statements in accordance with the
European single electronic format, the content of certain
tags in the notes may not be rendered identically to the
consolidated financial statements attached to this report.
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 2023, Deloitte & Associés was in its
fourteenth year of uninterrupted engagement and KPMG
S.A. in its second year of uninterrupted engagement.
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 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 risks management systems and where applicable,
its internal audit, regarding the accounting and financial
reporting procedures.
The consolidated financial statements were approved 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.
84
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
As specified in Article L.821-55 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 judgment 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.
● 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.
● 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 to the Audit Committee a report which includes
in particular a description of the scope of the audit and the
audit program 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 judgment,
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) N° 537/2014,
confirming our independence within the meaning of the
rules applicable in France such as they are set in particular
by Articles L.821-27 to L.821-34 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 and Lyon, 11 March 2024
The Statutory Auditors
KPMG S.A.
Éric ROPERT
Partner
Rémi VINIT-DUNAND
Partner
DELOITTE & ASSOCIÉS
Stéphane RIMBEUF
Partner
85
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 profit
As a % of net sales
Other operating income
Other operating expenses
Operating profit (loss)
As a % of net sales
Income from cash and cash equivalents
Finance costs
Net finance costs
Other financial income
Other financial expenses
Profit (loss) before tax
As a % of net sales
Income tax benefit (expense)
Share of profit (loss) of equity-accounted investees
Net profit (loss) from continuing operations
As a % of net sales
Attributable to owners of the parent
Attributable to non-controlling interests
DISCONTINUED OPERATIONS
Net profit (loss) from discontinued operations
Attributable to owners of the parent
Attributable to non-controlling interests
CONTINUINg AND DISCONTINUED OPERATIONS
Consolidated net profit (loss)
Attributable to owners of the parent
Attributable to non-controlling interests
(1) Previously published comparative information has been restated (Note 1.3).
86
Notes
2023
2022 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
8,957
95
9,052
(6,474)
2,578
(1,705)
(748)
124
1.4%
110
(1,267)
(1,033)
-11.5%
8
(590)
(582)
35
(222)
(1,801)
-20.1%
(778)
2
(2,577)
-28.8%
(2,558)
(19)
(4,551)
(3,103)
(1,448)
(7,128)
(5,661)
(1,468)
9,399
256
9,655
(6,906)
2,750
(1,598)
(836)
316
3.4%
627
(541)
402
4.3%
2
(242)
(240)
98
(272)
(12)
-0.1%
(188)
(1)
(201)
-2.1%
(185)
(15)
(145)
(130)
(14)
(345)
(316)
(29)
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Earnings per share
(in €)
From continuing operations, attributable to owners of the parent
Basic
Diluted
From continuing and discontinued operations,
attributable to owners of the parent
Basic
Diluted
(1) Previously published comparative information has been restated (Note 1.3).
Notes
12.10.2
12.10.2
2023
2022 restated(1)
(24.17)
(24.17)
(52.87)
(52.87)
(2.15)
(2.15)
(3.36)
(3.36)
2.6.2.2. Consolidated statement of comprehensive income
(€ millions)
Consolidated net profit (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
2023
2022 restated(1)
(7,128)
603
5
581
-
16
-
(67)
(51)
(21)
-
5
536
(6,592)
(5,222)
(1,370)
(345)
203
9
194
(1)
2
(1)
5
(30)
46
-
(11)
208
(138)
(237)
99
(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 2023 or 2022.
(3)
In 2023, the €581 million positive net translation adjustment primarily resulted from (a) the appreciation of the Brazilian real and Colombian
peso (for €150 million and €141 million, respectively), partly offset by the depreciation of the Argentine peso (for €165 million) and (b) the
reclassification to profit (loss) of €453 million following the loss of control of Sendas (Note 3.1.1). 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.
Changes in other comprehensive income are presented in Note 12.7.2.
87
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.6.2.3. Consolidated statement of financial 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
2023
31 December
2022 restated(1)
1 January
2022 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
2,046
1,082
1,054
49
1,696
212
195
84
6,419
875
689
1,023
25
1,051
8,262
11,925
6,933
2,065
5,319
403
4,889
382
1,301
1,076
22,368
3,640
854
1,636
174
2,504
110
8,917
6,667
2,006
4,641
411
4,748
201
1,183
857
20,715
3,214
772
2,033
196
2,283
973
9,470
18,344
31,285
30,185
(1) Previously published comparative information has been restated (Note 1.3).
88
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
31 December
2023
31 December
2022 restated(1)
1 January
2022 restated(1)
166
166
166
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
(2,618)
(2,453)
675
(1,777)
147
25
7
1,338
37
113
10
1,677
9
269
2,550
7,436
360
2
12
1,606
6,200
18,445
18,344
2,625
2,791
2,947
5,738
216
515
7,377
4,447
32
309
90
2,577
2,742
2,880
5,622
273
376
7,461
4,174
61
225
67
12,984
12,637
13
229
6,522
1,827
743
129
19
3,069
12
12,563
31,285
12
216
6,099
1,369
718
133
8
3,196
175
11,926
30,185
(1) Previously published comparative information has been restated (Note 1.3).
89
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.6.2.4. Consolidated statement of cash flows
(€ millions)
Profit (loss) before tax from continuing operations
Profit (loss) before tax from discontinued operations
Consolidated profit (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
Dividends received from equity-accounted investees
3.3.1/3.3.2
Net finance costs
Interest paid on leases, net
No-drawdown credit line 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 finance
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 (used in) 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
(1) Previously published comparative information has been restated (Note 1.3).
11.3.1
11.3.2
11.3.2
4.2
4.3
4.11
4.4
4.11
4.5
4.6
90
Notes
2023 2022 restated(1)
3.5.2
6.4
4.1
11.3.2
4.4
(1,801)
(4,628)
(6,430)
640
954
2
1
(63)
(15)
(19)
3
582
126
51
4,442
273
(9)
(486)
(437)
(659)
(35)
(352)
(161)
53
96
(32)
22
(5)
237
(12)
(351)
(363)
662
161
14
4
(79)
(45)
(386)
5
240
103
70
1,500
1,887
(36)
(227)
(470)
1,154
474
(520)
(231)
179
710
587
294
(13)
(898)
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
(€ millions)
Net cash from (used in) investing activities
of which continuing operations
Dividends paid:
to owners of the parent
to non-controlling interests
to TSSDI holders
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 from (used in) financing activities of discontinued operations
Net cash from (used in) financing 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
of which net cash and cash equivalents of continuing operations
of which net cash and cash equivalents of discontinued operations
(1) Previously published comparative information has been restated (Note 1.3).
Notes
2023 2022 restated(1)
(143)
(380)
-
(1)
(42)
1
(1)
(2)
2,342
(483)
(308)
(370)
(23)
(925)
188
1,113
(3)
107
(510)
2,265
2,265
-
1,755
853
902
108
1,006
-
(1)
(42)
-
(21)
-
345
(1,121)
(329)
(457)
(18)
328
(1,317)
(1,645)
16
81
43
2,223
2,224
(1)
2,265
2,265
-
12.9
4.7
12.9
4.8
12.4
4.9
4.9
4.10
4.9
11.1
11.1
91
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.6.2.5. Consolidated statement of changes in equity
(€ millions)
(before allocation of profit)
AT 1 JANUARY 2022
Other comprehensive income (loss) for the year
Net profit (loss) for the year (restated)
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 TSSDI holders(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
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 TSSDI holders(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 2023
Share
capital
Additional
paid-in capital(1)
166
3,901
Treasury
shares
(14)
Retained earnings and
profit for the year
Other reserves(2)
Equity attributable to
owners of the parent(3)
Non-controlling
interests(4)
TSSDI
1,350
426
(3,086)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12
-
-
-
-
-
-
166
3,901
(2)
1,350
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
166
3,901
-
-
-
-
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
(316)
(316)
(12)
(47)
5
22
211
42
331
(5,661)
(5,661)
(4)
(55)
(3)
37
79
79
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
53
(2,955)
439
439
2,742
79
(316)
(237)
(47)
5
22
264
42
2,791
439
(5,661)
(5,222)
-
-
-
-
-
1
-
(2)
(55)
(3)
37
Total
equity
5,622
208
(345)
(138)
5,738
536
(7,128)
(6,592)
-
-
(53)
(47)
15
(118)
348
107
-
(2)
(39)
(55)
6
(921)
(5)
92
2,880
129
(29)
99
(53)
-
-
-
11
(140)
85
65
97
2,947
(1,468)
(1,370)
(39)
-
-
-
5
(921)
(2)
56
675
1,350
(5,353)
(2,516)
(2,453)
(1,777)
(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. Substantially all of the Group’s share of translation adjustments of €(2,340) million will be reversed through the income
statement in relation to the sale of Éxito (Note 15) and GPA.
(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 undated deeply subordinated notes (titres super subordonnés
à durée indéterminée – TSSDI). Dividends paid and payable to non-controlling interests during the period primarily concern Éxito for €33
million and Uruguay for €6 million (2022: Uruguay, Sendas and Éxito for €20 million, €14 million and €13 million, respectively).
In 2023, the €921 million negative impact of changes in percentage interest reflects the loss of control of Sendas (Note 3.1.1). In 2022, the
€118 million negative impact on the Group's consolidated equity mainly reflects the loss of control of GreenYellow (Note 3.2.3).
In 2023, this line mainly reflects Casino, Guichard-Perrachon’s buyout of GPA’s interest in Cnova (Note 2), offset by a reclassification between
equity attributable to owners of the parent and non-controlling interests in connection with internal transfers of shares in Latin American
subsidiaries in prior years – mainly the transfer of subsidiaries in Uruguay and Argentina to Éxito in 2011 and 2015, respectively, and the transfer
of Éxito to GPA in 2019. In 2022, the €348 million impact on the Group's consolidated equity mainly reflected the disposal of a 10.44% stake
in Assaí (Note 3.2.4).
(8)
(7)
(9) Primarily relating to the remeasurement of Libertad in application of IAS 29 – Financial Reporting in Hyperinflationary Economies.
92
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
TSSDI
1,350
-
-
-
-
-
-
-
-
-
-
-
166
3,901
(2)
1,350
-
-
-
-
-
-
-
-
-
-
-
Retained earnings and
profit for the year
426
-
(316)
(316)
-
(12)
-
(47)
5
22
211
42
331
-
(5,661)
(5,661)
-
(4)
-
(55)
1
-
(3)
37
Other reserves(2)
(3,086)
79
-
79
-
-
-
-
-
-
53
-
(2,955)
439
-
439
-
-
-
-
-
-
-
-
Share
capital
Additional
paid-in capital(1)
166
3,901
Treasury
shares
(14)
2.6.2.5. Consolidated statement of changes in equity
(€ millions)
(before allocation of profit)
AT 1 JANUARY 2022
Other comprehensive income (loss) for the year
Net profit (loss) for the year (restated)
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 TSSDI holders(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
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 TSSDI holders(6)
Share-based payments
Changes in percentage interest resulting in the acquisition/loss of control
Changes in percentage interest not resulting in the acquisition/loss
of subsidiaries(7)
of control of subsidiaries(8)
Other movements(9)
AT 31 DECEMBER 2023
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2
(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. Substantially all of the Group’s share of translation adjustments of €(2,340) million will be reversed through the income
statement in relation to the sale of Éxito (Note 15) and GPA.
(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 undated deeply subordinated notes (titres super subordonnés
à durée indéterminée – TSSDI). Dividends paid and payable to non-controlling interests during the period primarily concern Éxito for €33
million and Uruguay for €6 million (2022: Uruguay, Sendas and Éxito for €20 million, €14 million and €13 million, respectively).
(7)
In 2023, the €921 million negative impact of changes in percentage interest reflects the loss of control of Sendas (Note 3.1.1). In 2022, the
€118 million negative impact on the Group's consolidated equity mainly reflects the loss of control of GreenYellow (Note 3.2.3).
(8)
In 2023, this line mainly reflects Casino, Guichard-Perrachon’s buyout of GPA’s interest in Cnova (Note 2), offset by a reclassification between
equity attributable to owners of the parent and non-controlling interests in connection with internal transfers of shares in Latin American
subsidiaries in prior years – mainly the transfer of subsidiaries in Uruguay and Argentina to Éxito in 2011 and 2015, respectively, and the transfer
of Éxito to GPA in 2019. In 2022, the €348 million impact on the Group's consolidated equity mainly reflected the disposal of a 10.44% stake
in Assaí (Note 3.2.4).
(9) Primarily relating to the remeasurement of Libertad in application of IAS 29 – Financial Reporting in Hyperinflationary Economies.
Equity attributable to
owners of the parent(3)
Non-controlling
interests(4)
2,742
79
(316)
(237)
-
-
-
(47)
5
22
264
42
2,791
439
(5,661)
(5,222)
-
(2)
-
(55)
1
-
(3)
37
2,880
129
(29)
99
-
-
(53)
-
11
(140)
85
65
2,947
97
(1,468)
(1,370)
-
-
(39)
-
5
(921)
(2)
56
675
166
3,901
1,350
(5,353)
(2,516)
(2,453)
Total
equity
5,622
208
(345)
(138)
-
-
(53)
(47)
15
(118)
348
107
5,738
536
(7,128)
(6,592)
-
(2)
(39)
(55)
6
(921)
(5)
92
(1,777)
93
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.6.3. DETAILED SUMMARY OF NOTES TO THE FINANCIAL
STATEMENTS
Information about the Casino,
Guichard-Perrachon group ������������������������������������������������������ 95
Note 1 Significant accounting policies ������������������������ 95
1.1. Accounting standards ..................................................................................95
1.2. Basis of preparation and presentation of the
consolidated financial statements ................................................. 96
1.3. Restatement of comparative information ..............................100
Note 2 Significant events of the year ���������������������������� 102
Financial restructuring of the Group...........................................................102
Sale of Éxito ..................................................................................................................... 109
Note 3 Scope of consolidation ����������������������������������������������111
3.1. Transactions affecting the scope of consolidation
in 2023 ...................................................................................................................... 113
3.2. Transactions affecting the scope of consolidation
in 2022 ...................................................................................................................... 113
Investments in equity-accounted investees ............................ 115
3.3.
3.4. Commitments related to the scope of consolidation .... 117
3.5. Non-current assets held for sale and discontinued
operations ..............................................................................................................118
Note 4 Additional cash flow disclosures ������������������� 120
4.1. Reconciliation of provision expense ..............................................120
4.2. Reconciliation of changes in working capital
to the statement of financial position .........................................120
4.3. Reconciliation of acquisitions of non-current assets ....... 121
4.4. Reconciliation of disposals of non-current assets .............. 121
4.5. Effect on cash and cash equivalents of changes
in scope of consolidation resulting in acquisition
or loss of control ............................................................................................. 122
4.6. Effect of changes in scope of consolidation related
to equity-accounted investees ........................................................... 122
4.7. Reconciliation of dividends paid to non-controlling
interests .................................................................................................................. 122
4.8. Effect on cash and cash equivalents of transactions
with non-controlling interests ............................................................ 122
4.9. Reconciliation between change in cash and cash
equivalents and change in net debt ............................................. 123
4.10. Reconciliation of net interest paid ................................................. 123
4.11. Cash flows in investing activities related to financial
assets ........................................................................................................................ 123
Note 5 Segment information ���������������������������������������������124
5.1. Key indicators by reportable segment ........................................125
5.2. Key indicators by geographic area ..................................................125
Note 6 Activity data ���������������������������������������������������������������������126
6.1. Total revenue ......................................................................................................126
6.2. Cost of goods sold .........................................................................................128
6.3. Expenses by nature and function ....................................................129
6.4. Depreciation and amortisation .........................................................129
6.5. Other operating income and expenses..................................... 130
Inventories ............................................................................................................. 131
6.6.
6.7. Trade receivables ............................................................................................ 132
6.8. Other current assets .................................................................................... 133
6.9. Other non-current assets ........................................................................ 134
6.10. Other liabilities .................................................................................................135
6.11. Off-balance sheet commitments ....................................................135
Note 7 Leases ������������������������������������������������������������������������������������137
7.1. Group as lessee .............................................................................................. 140
7.2. Group as lessor .................................................................................................. 141
Note 8 Employee benefits expense ��������������������������������142
8.1. Employee benefits expense ................................................................ 142
8.2. Provisions for pensions and other post-employment
benefits ................................................................................................................... 142
8.3. Share-based payments .............................................................................146
8.4. Gross remuneration and benefits of
the members of the Group Executive Committee
and the Board of Directors ................................................................... 147
8.5. Average number of Group employees ........................................ 147
Income taxes �������������������������������������������������������������������148
Note 9
9.1.
Income tax expense ....................................................................................148
9.2. Deferred taxes ...................................................................................................149
Note 10 Intangible assets, property, plant and
equipment, and investment property ���������151
10.1. Goodwill .................................................................................................................. 151
10.2. Other intangible assets .............................................................................152
10.3. Property, plant and equipment ........................................................154
10.4. Investment property ....................................................................................156
10.5. Impairment of non-current assets (intangible
assets, property, plant and equipment, investment
property and goodwill) .............................................................................157
Note 11 Financial structure and finance costs ��������160
11.1. Net cash and cash equivalents ..........................................................162
11.2. Loans and borrowings ...............................................................................163
11.3. Net financial income (expense) .........................................................168
11.4. Fair value of financial instruments ..................................................169
11.5. Financial risk management objectives and policies ....... 173
Note 12 Equity and earnings per share ��������������������������184
12.1. Capital management .................................................................................185
12.2. Share capital ......................................................................................................185
12.3. Share equivalents ..........................................................................................185
12.4. Treasury shares .................................................................................................185
12.5. TSSDI (undated deeply subordinated notes) ........................185
12.6. Breakdown of other reserves
(attributable to owners of the parent) .........................................185
12.7. Other information on additional paid-in capital,
retained earnings and reserves ..........................................................186
12.8. Main non-controlling interests ...........................................................188
12.9. Dividends ..............................................................................................................188
12.10. Earnings per share ........................................................................................189
Note 13 Other provisions �����������������������������������������������������������190
13.1. Breakdown of provisions and movements ............................. 190
13.2. Contingent assets and liabilities ........................................................191
Note 14 Related-party transactions ����������������������������������192
Note 15 Subsequent events �����������������������������������������������������193
Sale of Éxito ......................................................................................................................193
Note 16 Statutory Auditors' fees �������������������������������������������194
Note 17 Main consolidated companies �������������������������195
Note 18 Standards, amendments and
interpretations published but
not yet mandatory ����������������������������������������������������� 198
Standards, amendments and interpretations adopted by
the European Union at the reporting date but
not yet mandatory ......................................................................................................198
Standards and interpretations not adopted by the
European Union at the reporting date ....................................................198
94
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
INFORMATION ABOUT THE CASINO, GUICHARD-PERRACHON
GROUP
Casino, Guichard-Perrachon (“the Company”) is a
French société anonyme listed in compartment C 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 2023 reflect the accounting situation of the
Company and its subsidiaries, as well as the Group's interests
in associates and joint ventures.
The 2023 consolidated financial statements of Casino,
Guichard-Perrachon were approved for publication by the
Board of Directors on 27 February 2024.
NOTE 1 SIgNIFICANT ACCOUNTINg POLICIES
1.1.
Accounting standards
Pursuant to European Commission Regulation 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 2023.
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 2023
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
2023 and do not have a material impact on its consolidated
financial statements:
● Amendments to IAS 1 – Disclosure of Accounting Policies
and to the Materiality Practice Statement
These amendments are applicable on a prospective basis as
from 1 January 2023. They are intended to help companies
identify useful information to provide to users of financial
statements about accounting policies.
● Amendments to IAS 8 – Definition of Accounting Estimates
These amendments are applicable on a prospective basis
as from 1 January 2023. They are intended to facilitate the
distinction between accounting policies and accounting
estimates. In the new definition, accounting estimates
are “monetary amounts in financial statements that are
subject to measurement uncertainty”.
● Amendments to IAS 12 – Deferred Tax Related to Assets
and Liabilities Arising from a Single Transaction
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 that result in equal
amounts of taxable and deductible temporary differences,
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. Application of these amendments
led to a change in the Group’s lease accounting method,
in order to separately recognise a deferred tax asset on the
lease liability and a deferred tax liability on the right-of-use
asset. The change had no overall impact on the statement
of financial position because these deferred tax assets and
liabilities are offset in accordance with IAS 12.74.
● Amendment to IAS 12 – International Tax Reform (Pillar
Two model rules)
This amendment is applicable on a retrospective basis as from
1 January 2023. However, known or reasonably estimable
information about the entity’s exposure to Pillar Two income
taxes is only required for annual periods beginning on
or after 1 January 2023. In addition, the amendment
to IAS 12 introduces a mandatory temporary exception
from the requirement to recognise and disclose deferred
taxes arising from enacted or substantively enacted Pillar
Two model rules.
The purpose of the Pillar Two tax reform is to compel large
multinational groups to pay a global minimum tax of 15%
on income received in each country in which they operate.
95
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Due to the financial restructuring and business disposal
plan currently in progress, which will lead to major changes
in the Group's business base and ownership structure, it is
not possible at this stage to reasonably estimate the impact
of the Pillar Two international tax reform. Nevertheless, the
potential consequences of the reform have been analysed
on the basis of currently available information. This analysis
shows that the financial impacts are very limited.
Other regulatory changes
● Pension reform in France
Following enactment on 15 April 2023 of the amended
2023 social security funding law (Law no. 2023-270), the
effects of France’s pension reform were taken into account
for the determination of provisions for defined benefit plan
obligations at 31 December 2023. The financial impact
of this reform on the consolidated financial statements
is not material.
● Acquisition of rights to paid holiday during a period of
absence on sick leave in France
Three rulings handed down by France’s supreme court
(Cour de Cassation) on 13 September 2023 confirmed
the principle that European Union law takes precedence
over national law by overturning the provisions of French
law on paid holiday and sick leave. The rulings improve
employees’ right to continue building up paid holiday
entitlement while they are off work, and the French Labour
Code (Code du travail) is now expected to be amended
to bring it into line with European Union law. A provision
was recognised at 31 December 2023 for the effects
of the rulings, based on entitlements going back three
years. The contra entry was recognised in “Other operating
expenses – prior year adjustments” (Note 6.5) and in trading
profit for the portion relating to 2023.
1.2.
Basis of preparation and presentation of the consolidated financial 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.
The consolidated financial statements have been prepared
on a going concern basis assuming that the safeguard plan
will be implemented as described in Note 1.2.2.
1.2.2. Going concern
At 31 December 2023, the Group's net debt (see Note
11) amounted to €6.2 billion (excluding lease liabilities of
€1.7 billion recognised in accordance with IFRS 16).
The total includes contractual principal repayments of
€1.7 billion due in 2024 and €1.8 billion due in 2025 in
the absence of any default event.
96
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
The Group's gross debt of €7.4 billion (excluding €1,350 million of undated deeply subordinated notes (titres super
subordonnés à durée indéterminée – TSSDI) carried in equity and €1,698 million of IFRS 16 lease liabilities) is made up of
the following instruments issued mainly by the Company, Casino Finance and Quatrim:
(€ millions)
Term Loan B
Casino Finance RCF
Quatrim HY Notes
Accrued interest
Subtotal secured debt
EMTNs
2026-2027 HY Notes
Commercial paper
Confirmed credit lines – Monoprix
Regera Notes – Monoprix
Cdiscount debt
(government-backed loan and Cshield)
Restructured derivatives (interest rate swaps)
Reconsolidated mobilised receivables
Prepayment, disposal to ITM (A2 Batch)
Bank overdrafts
Others
Accrued interest
Subtotal unsecured debt
GROSS BORROWINGS AND DEBT
CGP
Casino Finance, Quatrim Other subsidiaries
1,425
-
-
79
1,504
1,281
887
5
-
-
-
-
-
-
-
-
97
2,269
3,773
-
2,051
553
124
2,728
-
-
-
-
-
-
80
-
-
4
-
-
84
2,812
-
-
-
-
-
-
-
-
170
120
80
-
76
151
194
47
20
858
858
Total
1,425
2,051
553
203
4,232
1,281
887
5
170
120
80
80
76
151
198
47
117
3,211
7,443
Most of the Group’s non-current debt was reclassified
as current at 31 December 2023. The €5.1 billion
reclassification, which raised total debt due within one year
to €7.4 billion, was necessary because the terms of the
acceleration clause waiver allowed payment to be deferred
by no more than twelve months as of 31 December 2023.
In light of its cash position at 31 December 2023, the Group
is not in a position to settle this debt.
Given this situation described in Note 2, a conciliation
procedure was initiated on 25 May 2023 for the benefit of
the Company and certain of its subsidiaries in the context of
ongoing discussions with the TERACT group and Groupement
Les Mousquetaires, on the one hand, and following the
proposal made by EP Global Commerce a.s. ("EPGC") on
the other.
Further to an agreement in principle to the financial
restructuring signed on 27 July 2023, the Group entered
into a lock-up agreement (the "Lock-Up Agreement") on 5
October 2023 relating to its financial restructuring (Note 2).
The other parties to the Lock-Up Agreement are (i) EP Equity
Investment, an entity controlled by Daniel Křetínský, Fimalac
and Attestor (the "Consortium") and (ii) creditors beneficially
holding 98.6% of the TLB, the principal commercial banking
groups and some of the above-mentioned creditors
beneficially holding 90% of the RCF, as well as holders of
78% of the Quatrim HY Notes.
The Lock-Up Agreement sets out the main terms and
conditions of the financial restructuring:
● New money: total new money equity of €1.2 billion (100%
backstopped), via (i) a €925 million capital increase
underwritten by the Consortium and (ii) a €275 million
capital increase open by order of priority to secured creditors
(RCF and TLB), unsecured creditors, TSSDI creditors and
shareholders; this share issue is fully backstopped by a
group of creditors (the “Backstop Group” or the “Guarantors”)
composed of (i) Attestor and the G4 creditors (the “Initial
Backstop Group” or the “Initial Guarantors”) and (ii) additional
secured creditors that have entered into a backstop
agreement for the €275 million capital increase (amongst
other backstop undertakings);
● A €4.9 billion debt-to-equity conversion (excluding deferred
and accrued interest), including (i) €1,355 million of secured
debt (only in respect of TLB and the RCF debt held by RCF
lenders who are not providers of operating financing) and
(ii) €3,523 million of unsecured debt (EMTN, HY Notes,
NEU CP commercial paper and TSSDI);
97
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
● A €2.7 billion refinancing package to be provided by the
Group's main creditors, comprising:
- A reinstated RCF of €711 million (to be held by the
operating financing providers) with a maturity of four
years from the effective completion date of the financial
restructuring (the “closing”) and an interest rate based on
the Euribor (0% floor) +1.5% during the first 24 months,
then Euribor (0% floor) +2%. This credit line will be subject
to a covenant holiday for a period of 18 months following
the effective restructuring date which will be no later
than 30 April 2024,
- A reinstated €1,410 million Term Loan (for which the
creditors will be the existing TLB lenders and the existing
RCF lenders who are not providers of operating financing)
with a three-year term from the restructuring completion
date and an interest rate of 6% for the first nine months
and 9% thereafter (paid in cash). This credit line will be
subject to a covenant holiday for a period of 18 months
following the effective restructuring date which will be
no later than 30 April 2024,
- €567 million worth of bonds issued by Quatrim (including
accrued interest of €14 million capitalised up to the
restructuring completion date and excluding segregated
account of €95 million) reinstated with a three-year
maturity extension to January 2027 and an additional
one-year extension option exercisable by the issuer;
● Existing or new operating financing facilities (Monoprix RCF,
BRED line reduced by €4 million, LCL line and Cdiscount
government-backed loan) and the Group's operating
financing representing a total of €1,178 million, to be
maintained for two years from the financial restructuring
completion date with an additional year’s extension at
Casino’s discretion (subject notably to compliance with
the financial covenants of the reinstated RCF);
● A new credit line for Monoprix Holding and Naturalia for
a maximum amount of €100 million;
● Restructuring of certain interest rate swaps, with their fair
value frozen at €107 million and repayment over a three-year
period from the financial restructuring completion date.
The aim of the financial restructuring is to reduce the Group’s
net indebtedness by €4.6 billion enabling the Group to
continue its business activities. Taking into account (i) the
€1.2 billion in new money equity, (ii) conversion of the
Group’s unsecured debt (nominal amount of €3.5 billion,
excluding TSSDI), (iii) the €2.6 billion refinancing, (iv) the
assurance that operating financing will be maintained and
(v) the repayment of €0.6 billion of debt on the financial
restructuring completion date (including restructuring costs),
the Group’s restated net debt at 31 December 2023 would
amount to €1.5 billion, assuming that the new Monoprix
credit line for a maximum amount of €100 million is not
drawn down.
The financial restructuring plan will be implemented under
the Accelerated Safeguard Plan approved by the Paris
Commercial Court on 26 February 2024 after a very strong
vote of support by Casino Group's shareholders and creditors,
meeting as classes of affected parties, for the proposed
accelerated safeguard plans and the lifting of all conditions
precedent. The final stage in the plan’s implementation
– following French financial markets authority (Autorité
des marchés financiers – AMF) approval of the prospectus
relating to the various share issues provided for under the
Accelerated Safeguard Plan – now consists of carrying out
the capital increases to be underwritten by the Consortium
and the creditors who have given a commitment to this
effect in accordance with the safeguard plan.
The entities concerned, the court-appointed receivers, the
judicial representatives, the central social and economic
committee or by default the employee representative and
the public prosecutor have the right to appeal against
judgements ruling on the approval of accelerated safeguard
proceedings of Casino Guichard Perrachon and the six other
entities concerned by accelerated safeguard proceedings
( Casino Finance, Distribution Casino France, Casino
Participations France, Quatrim, Segisor and Monoprix) within
10 days of notification of said judgements.
These judgements may also be subject to any third party
objection within 10 days following the publication of the
judgements in the Official Bulletin of Civil and Commercial
Announcements (Bulletin officiel des annonces civiles et
commerciales).
Despite its unfavorable opinion on the accelerated safeguard
plan for Distribution Casino France, the Public Prosecutor's
Office is not expected to appeal, given that it has issued
a favorable opinion on the six other plans, which form an
indissociable whole with the plan for Distribution Casino
France, and in view of the major financial and social stakes
involved in the current restructuring
Moreover, with the exception of the appeal by the public
prosecutor, none of the above appeals has suspensive
effect, so that it is also anticipated that the restructuring
operations will actually be carried out by the end of March
2024, notwithstanding any appeals against the rulings
approving the plans.
On this basis, and taking into account its assessment of
liquidity risk over the period to 31 March 2025, the Board of
Directors has approved the financial statements for the year
ended 31 December 2023, prepared on a going concern
basis assuming that the financial restructuring described
above will be completed as planned during the second half
of the month of March 2024.
98
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
On completion of the financial restructuring (excluding
the exercise of warrants granted as part of the share
capital increases reserved for the Consortium and the
Backstop Group as well as certain secured and unsecured
creditors), existing shareholders would hold 0.2% of the
post-restructuring equity, while the Consortium would hold
57.0%, holders of secured debt 24.4%, holders of unsecured
debt 1.9%, TSSDI holders 0.4%, creditors and/or shareholders
who participated in the backstopped capital increase 16.0%
and the remaining capital would be held by the warrant
holders if the warrants are exercised. The Rallye group would
no longer control Casino and existing shareholders would
be massively diluted. The financial restructuring will be
accompanied by a change in governance.
1.2.3. 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 judgements and estimates
at 31 December 2023 have been determined on a going
concern basis (Note 1.2.2). Preparation of the consolidated
financial statements in the context of the Accelerated
Safeguard Plan and financial restructuring process required
the use of more structured judgements and assumptions
than in normal circumstances.
The main judgements, estimates and assumptions are based
on the information available when the financial statements
are drawn up and concern the following:
● the presentation of the Group's borrowings and liquidity
risk (Notes 1.2.2 and 11.5.4);
● classification and measurement of assets in accordance with
IFRS 5, in particular the planned disposals of businesses
detailed in note 1.3 have led the Group to adopt a valuation
method based on fair value, net of disposal costs (transaction
price, year-end share price) rather than value in use (Note 3.5);
● measurement of non-current assets and goodwill
1.2.4. Risks related to climate change
In 2023, the assessment of risks related to climate change
covered the Group’s continuing operations at 31 December.
Prior to 2023, two major initiatives were carried out to
anticipate the impact of climate risks on the financial
statements:
● in 2021, a Sustainable Finance department was set up,
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;
● in 2022, a specialised consulting firm was hired to conduct
a study of potential climate risks to assets in France. The
consultants concluded that the assets’ exposure to acute
and chronic physical climate risks was low. Based on this
conclusion, the direct impacts of climate change on the
Group’s financial statements are not considered to be
material.
Identified climate change risks have been taken into account
in the Group’s business plans at 31 December 2023 through
the following:
● assessment of the value of certain assets based on their
useful life or, in the case of intangible assets with an indefinite
useful life, the assessment of events that may lead to the
emergence of indications of impairment;
● implementation of decarbonisation roadmaps prepared
by identifying carbon reduction opportunities, including
through the replacement of traditional refrigeration units
with hybrid or natural gas units, the installation of energy
efficient equipments or the deployment of low carbon
transportation methods. The Group is committed to reducing
its greenhouse gas emissions by 18% by 2025 and 38%
by 2030 vs. 2015 for Scope 1 (direct emissions from fuel
combustion) and Scope 2 (indirect emissions associated
with energy use), and by 10% by 2025 vs. 2018 for Scope
3 (indirect emissions linked to the Group's activities);
● development of product ranges aligned with the expected
future behaviour of consumers, who are increasingly sensitive
to the carbon impact of their purchases. 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;
(Note 10.5);
● analysis of funding opportunities;
● measurement of deferred tax assets (Note 9);
● investment decisions.
● measurement of financial instruments (Notes 11.3.1 and
11.4);
● the 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).
99
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Concerning transition risks, the Group may be exposed to:
● significant changes in customer purchasing behaviour
● the risk of raw material supply shortages and supply chain
affecting the stores’ product offering;
problems;
● the risk of problems in accessing financing, in the event of a
failure to meet Paris Agreement greenhouse gas reduction
objectives;
● the risk of damage to the Group’s image and reputation
among its customers and stakeholders, who expect the
Group and its suppliers to actively fight climate change;
● the risk of a deterioration of employees’ working conditions,
particularly in regions that are vulnerable to heatwaves.
1.3. Restatement of comparative information
The tables below show the impact on the previously published consolidated income statement and statement of cash flows
of classifying Sendas, Éxito, GPA and the French hypermarkets and supermarkets segment within discontinued operations
in accordance with IFRS 5 (Notes 2 and 15).
Impact on the main consolidated income statement indicators in 2022
(€ millions)
Net sales
Other revenue
TOTAL REVENUE
Cost of goods sold
Selling expenses
General and administrative expenses
Trading profit
Operating profit (loss)
Net finance costs
Other financial income
Other financial expenses
Profit (loss) before tax
Income tax benefit (expense)
Share of profit (loss) of equity-accounted investees
Net profit (loss) from continuing operations
Attributable to owners of the parent
Attributable to non-controlling interests
Net profit (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
2022 reported
Discontinued
operations
2022 restated
(24,211)
(138)
(24,349)
19,203
3,768
577
(801)
(203)
341
(202)
386
322
(197)
(11)
114
94
20
(114)
(94)
(20)
-
33,610
394
34,004
(26,109)
(5,366)
(1,413)
1,117
605
(581)
300
(658)
(334)
9
10
(314)
(279)
(35)
(31)
(37)
6
(345)
(316)
(29)
9,399
256
9,655
(6,906)
(1,598)
(836)
316
402
(240)
98
(272)
(12)
(188)
(1)
(201)
(185)
(15)
(145)
(130)
(14)
(345)
(316)
(29)
100
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Impact on the main consolidated statement of cash flow indicators in 2022
(€ millions)
Net cash from operating activities
of which change in operating working capital and income tax
paid
of which income tax paid and change in operating working
capital: discontinued operations
Net cash used in investing activities
of which additions to and disposals of intangible assets
and property, plant and equipment
of which discontinued operations
Net cash used in financing activities
of which new loans and borrowings
of which repayments of loans and borrowings
of which repayments of lease liabilities
of which interest paid net of interest received
of which discontinued 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
Net cash and cash equivalents at end of year
2022 reported
Discontinued
operations
2022 restated
1,155
(614)
(119)
108
(704)
(42)
(1,317)
1,973
(1,984)
(602)
(985)
(3)
97
-
43
2,223
2,265
-
350
(350)
-
843
(856)
-
(1,628)
863
273
528
331
(81)
81
-
-
-
1,154
(263)
(470)
108
138
(898)
(1,317)
345
(1,121)
(329)
(457)
328
16
81
43
2,223
2,265
Restatement of the consolidated statement of financial position
In addition, in accordance with IAS 12.74, an error in the consolidated statement of financial position at 31 December 2022
was corrected by offsetting deferred tax liabilities against deferred tax assets, with an impact of €414 million.
101
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 2 SIgNIFICANT EVENTS OF THE YEAR
Significant events of the year are the following:
Financial restructuring of the Group
Due to the inflationary environment in 2022 and the Group's
specific financial constraints, the drop in hypermarket
and supermarket sales that began in the fourth quarter of
2022 intensified in the first half of 2023, leading to a sharp
decline in the Group's profitability and cash flow generation,
even though sales from the other food banners (Monoprix,
Franprix and Casino convenience banners) remained close
to market levels.
The price repositioning strategy implemented in the last
quarter of 2022 (and stepped up in the first quarter of
2023) led to a gradual recovery in traffic and volumes in
supermarkets and the trend was reversed in hypermarkets,
but at a pace and at a cost that proved incompatible with
the Group's resources, due to: (i) intensified competition and
the need to invest more in prices to maintain the target price
positioning, and (ii) the lag time before improvements in
terms of sales could be seen, once customers and volumes
had recovered.
Given the complexity of the Group's debt structure, these
factors led it to submit a proposal to restructure its debt at
the end of the second quarter of 2023.
In parallel, a letter of intent received from EPGC on 24 April
2023 prompted the Group to ask certain of its creditors to
agree to it seeking an authorisation to enter into conciliation
proceedings. The purpose of these proceedings was to
determine the best solution for securing the long-term
future of the Group’s operations, given the two strategic offers
that were under consideration: (i) an offer under discussion
with Groupement Les Mousquetaires and TERACT, and (ii)
an offer by EPGC and Fimalac to underwrite a €1.1 billion
capital increase.
After obtaining the necessary authorisations from its lenders
and noteholders, the Company and certain of its subsidiaries
requested and obtained, on 25 May 2023, the appointment
of Thévenot Partners (Maître Aurélia Perdereau) and SCP
BTSG² (Maître Marc Sénéchal) as conciliators (conciliateurs),
tasked with assisting the Company and the relevant
subsidiaries in their discussions with all stakeholders.
In parallel, an Ad Hoc Committee was set up, comprised
of almost all of the Group’s Independent Directors and
the Company’s Audit Committee members, to monitor
discussions about the financial restructuring.
Shortly after the opening of the conciliation proceedings,
a report issued by Accuracy revealed potential liquidity
requirements in the very short-term. The Group therefore
implemented various measures to protect its liquidity during
this period, in particular by accumulating public debt.
Discussions were then launched with the Interministerial
Co m m i t te e fo r I n d u s t r i a l R e s t r u c t u r i n g (Co m i té
Interministériel de Restructuration Industrielle – “CIRI”) to
settle on the terms under which certain Group companies
(including Casino, Casino Finance, DCF, CPF, Quatrim,
Monoprix Holding, Monoprix, Monoprix Exploitation, Segisor,
ExtenC, Distribution Franprix, Geimex, RelevanC, Sédifrais and
FPLPH) could defer payment of some of their tax and social
security liabilities between 15 May 2023 and 25 September
2023, to allow them to meet their liquidity requirements.
On 15 June 2023, following discussions conducted
under the aegis of the conciliators and given the cash flow
requirements identified, the relevant Group companies and
the CIRI reached an agreement in principle allowing them
to defer the payment of the Group's tax and social security
liabilities falling due between 15 May and 25 September
2023, totalling approximately €300 million (the “Group
Public Liabilities”).
In parallel, on 22 and 23 June 2023, the Group also requested
a suspension of the principal and interest payments on its
financial debts falling due on or after 25 May 2023 until the
end of the conciliation proceedings, totalling approximately
€200 million.
As no out-of-court agreement could be reached with the
creditor concerned, the relevant Group companies applied to
the President of the Paris Commercial Court for a suspension
of the payments, which was granted.
On 22 September 2023, a memorandum of understanding
was signed between (i) Casino, on its own behalf and on
behalf of the other Group subsidiaries concerned, DCF,
Monoprix Holding and Monoprix Exploitation, and (ii) the
French State, in the presence of the conciliators, outlining
the terms of the suspension of the Group Public Liabilities,
up to a maximum amount of €305 million (the “Group
Public Liabilities Protocol”).
Under the terms of the Group Public Liabilities Protocol,
the Group companies concerned agree to repay the Group
Public Liabilities owed by each of them in full on the earlier of
(i) 30 April 2024, or (ii) the date on which all of the
transactions agreed as part of the Group's financial
restructuring are completed, even if the time limits for
appeal have not expired. Once repaid, the security interests
and guarantees provided by the relevant Group companies
will be cancelled.
102
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
On 27 July 2023, following receipt of offers and negotiations,
an agreement in principle was reached with the Consortium
and creditors holding more than two thirds of the TLB on
the financial restructuring (the “Agreement in Principle”).
On the same day, French banking groups (holding, together
with some of the above-mentioned creditors, more than
two-thirds of RCF) agreed in principle to the main terms of
the restructuring as set out in the Agreement in Principle.
On 18 September 2023, the Group also announced that
it had reached an agreement in principle with an ad hoc
group representing a majority of the beneficial owners of
the Quatrim high-yield notes (“Quatrim HY Notes”), to treat
the debts as newly reinstated notes.
Further to the agreements, on 5 October 2023, the Group
entered into a lock-up agreement (the “Lock-Up Agreement”)
relating to its financial restructuring, with (i) EP Equity
Investment, an entity controlled by Daniel Křetínský, Fimalac
and Attestor (the “Consortium”) and (ii) creditors that are the
beneficial lenders of 75% of the TLB, the principal commercial
banking groups and some of the above-mentioned creditors
that are the beneficial lenders of 92% of the RCF, as well as
holders of 58% of the Quatrim HY Notes.
The terms and conditions of the Lock-Up Agreement include
a commitment by the signatories to support and carry out
any steps or actions reasonably necessary to implement
and complete the restructuring of the Group in accordance
with the Lock-Up Agreement and, accordingly, to sign the
required contractual documentation and, in particular, to
vote in favour of the draft accelerated safeguard plan. The
terms and conditions also allow the signatories to transfer
the Group debt they hold up until the effective restructuring
date, provided that the transferee is bound by the Lock-Up
Agreement under the same terms.
As consideration for the commitments given in the Lock-Up
Agreement, the noteholders and TSSDI holders that accede
to the agreement and accept its terms and conditions will
receive the support fee provided for in the agreement, on
the terms and subject to the conditions described in the
press release issued by the Company on 5 October 2023.
The support fee will be paid in cash by the Company on the
financial restructuring completion date.
The situation led to two competing strategic proposals:
● one submitted by 3F Holding, the investment vehicle of
Xavier Niel, Matthieu Pigasse and Moez-Alexandre Zouari
("3F Holding"); and
● the other submitted by EPGC and F. Marc de Lacharrière
(Fimalac).
Following a competitive bidding process under the aegis
of the conciliators and the CIRI, it was concluded that the
offer submitted by the Consortium (EPGC, Fimalac and
Attestor) met the threefold objective of massive deleveraging,
rescheduling of debt repayments and new money equity.
As part of the discussions, the Group informed the parties
to the conciliation process of the need, in its opinion, to
convert into equity (i) all the unsecured debt instruments
and (ii) between €1 billion and €1.5 billion of secured debt
(i.e., the RCF and TLB), in order to arrive at a debt structure
compatible with the cash generation projections in the
2024-2028 business plan.
To this end, the Group and the conciliators asked the parties
involved in the conciliation proceedings to submit offers
for new money equity no later than 3 July 2023, followed
by revised offers no later than 14 July 2023, with a view
to finalising an agreement in principle on the terms of the
financial restructuring by 27 July 2023.
On 15 July 2023, EPGC and Fimalac submitted a revised
offer, that Attestor joined, proposing total new money equity
of €1.2 billion (including a €925 million share capital
increase reserved for the parties submitting the offer and a
€275 million share capital increase open to Casino's existing
shareholders and creditors, in order of seniority).
3F Holding did not submit a revised offer.
On 16 July 2023, the Initial Backstop Group sent a letter to
EPGC, Fimalac and Attestor confirming that they intended
to (i) support the revised offer submitted by them the day
before, and (ii) ensure the financing of the €275 million
share capital increase, under certain conditions.
Based on the criteria set out in the Casino press release
published on 17 July 2023 and on the unanimous
recommendation of its Ad Hoc Committee comprising
nearly all of the Independent Directors of the Group, Casino’s
Board of Directors decided to continue negotiations with
the Consortium as well as the Group's creditors to reach an
agreement in principle on the restructuring of the Group's
financial debt by the end of July 2023.
Following this, the existing creditors were given the
opportunity (up until 11:59 on 24 July 2023) to join the
Backstop Group. Several TLB lenders indicated to the
Company and the Consortium their intention to join the
Backstop Group.
103
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
The following creditors had acceded to the Lock-Up
Agreement by the accession deadline of 17 October 2023:
● creditors beneficially holding 98.6% of the TLB (including
creditors holding 85.4% of the TLB that agreed to vote in
favour of the financial restructuring under the accelerated
safeguard proceedings);
● the main commercial banks and certain of the above-
mentioned creditors beneficially holding 90.0% of the
RCF (including creditors holding 88.8% of the RCF that
agreed to vote in favour of the financial restructuring under
the accelerated safeguard proceedings);
● holders of 78.0% of the Quatrim HY Notes;
● creditors in respect of 51.0% of unsecured debt (holders
of HY Notes, EMTNs and commercial paper); and
● holders of 44.3% of the TSSDIs.
Opening of accelerated safeguard
proceedings
On 25 October 2023, the Paris Commercial Court opened
accelerated safeguard proceedings for the benefit of the
Company and certain of its subsidiaries (Casino Finance,
Distribution Casino France, Casino Participations France,
Quatrim, Segisor and Monoprix) for an initial period of two
months, which was then renewed for a further two months.
The court appointed SELARL Thévenot Partners (Maître Aurélia
Perdereau), SELARL FHBX (Maître Hélène Bourbouloux)
and SCP Abitbol & Rousselet (Maître Frédéric Abitbol) as
court-appointed receivers for the proceedings.
The accelerated safeguard proceedings only concern the
financial debt of the Company and its relevant subsidiaries and
have no impact on the Group's relations with its operational
partners (in particular its suppliers and franchisees) or its
employees. The main aim of these proceedings is to enable
the financial restructuring to be implemented in accordance
with the terms of the Lock-Up Agreement.
Accelerated Safeguard Plan
Casino's Accelerated Safeguard Plan (and the Accelerated
Safeguard Plans for Casino Finance, Monoprix, Quatrim,
CPF, DCF and Segisor) are based on the restructuring terms
agreed in the Lock-Up Agreement, to which the Agreement
in Principle is appended.
The Accelerated Safeguard Plans were drafted by Casino,
Casino Finance, Monoprix, Quatrim, CPF, DCF and Segisor,
with the assistance of the court-appointed receivers, and are
designed to secure the long-term future of each company
as part of the Group's financial restructuring.
To this end, the main objectives of the Accelerated Safeguard
Plans are as follows:
1) New money equity for Casino:
- injection of €1.2 billion in additional equity, via:
- €925 million capital increase underwritten by the
Consortium (through France Retail Holdings); and
- a €275 million capital increase open by order of priority
to (a) secured creditors (up to their respective shares), (b)
noteholders(1) (up to their respective shares), (c) TSSDI
holders (up to their respective shares), and (d) any of
the creditors referred to in (a), (b) and (c) that want to
subscribe for more than their respective share. This
€275 million is fully guaranteed by the Backstop Group.
2) Treatment of the Company's secured debt, totalling
€3.476 billion (excluding accrued and unpaid interest
up until the effective restructuring date):
- €1.355 billion debt-to-equity conversion for the secured
debt (i.e., approximately 49% of the total debt under
(i) the TLB, and (ii) the RCF which will not be reinstated
in the Reinstated RCF);
- the residual debt under the RCF and the TLB will be
reinstated for an amount totalling €2.121 billion,
corresponding to:
- a secured Term Loan reinstated at the level of the
Company for an amount of €1,410 million (representing
approximately 51% of the debt under the TLB and the
RCF which will not be reinstated in the Reinstated RCF)
with a maturity of three years from the restructuring
completion date (the "Reinstated TLB"), and
- a secured, super-senior RCF reinstated at Monoprix
level for a principal amount of €711 million (for which
the creditors will be the Commercial Banks under
the terms of the Accelerated Safeguard Plan) with a
four-year maturity from the restructuring completion
date (the "Reinstated RCF"). The lenders under the
Reinstated TLB and the Reinstated RCF will be parties
to the new inter-creditor agreement, under the terms
of which the Reinstated RCF lenders will be senior in
ranking for repayment purposes to Reinstated TLB
lenders, in accordance with the terms and conditions
of the agreement.
3) Treatment of the unsecured debt (excluding accrued
and unpaid interest up until the date on which the
Accelerated Safeguard Plan was approved by the Paris
Commercial Court):
- debt-to-equity conversion for all notes and TSSDIs
(including the principal amount and deferred and accrued
interest up until the closing date), i.e., approximately
€3.518 billion and USD 5 million of debt (principal
amount), corresponding to approximately €2.168 billion
of HY Notes and EMTNs, USD 5 million of commercial
paper and €1.350 billion of TSSDI (outstanding principal
amount);
- allotment of share warrants and payment of a support
fee to the noteholders that acceded to the Lock-Up
Agreement by the accession deadline;
- payment of a support fee to the TSSDI holders that
acceded to the Lock-Up Agreement no later than the
accession deadline.
(1) Term used to designate the beneficial owners of HY Notes, EMTNs and Commercial Paper.
104
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
4) Treatment of the Quatrim HY Notes and secured debt
guarantees:
- reinstatement of the Quatrim HY Notes at the level
of Quatrim: total of €553 million(1) reinstated with a
three-year maturity extension, i.e., until January 2027 with
an additional one-year extension option to be exercised
at Quatrim's discretion;
- restructuring of the sureties provided by Casino, Casino
Finance, Monoprix, DCF, CPF and Segisor as security for the
secured debt with the cancellation and, where applicable,
the provision of a new replacement personal surety as
security for the Reinstated RCF and the Reinstated TLB
and with respect to the Quatrim HY Notes, cancellation
of the guarantees provided as security for the Quatrim HY
Notes and provision of new replacement guarantees by
Monoprix and Segisor (capped at €50 million for Monoprix
and €46 million for Segisor), and implementation of a
surety from Casino as security for the contractual rent owed
by Casino Group members to IGC and a commitment to
make available, through shareholder loans, the amounts
required for Quatrim's capital expenditure needs not
covered by its cash flow or other liquid assets.
Alongside these main objectives of the Accelerated Safeguard
Plan, other restructuring measures will be implemented
(outside of the Plan):
1) Pursuant to the order issued by the President of the
Paris Commercial Court on 7 September 2023, full
repayment by Monoprix Exploitation of the Regera
Notes (€120 million plus accrued interest estimated
at approximately €19 million for the period up to
the restructuring completion date) on the effective
restructuring date;
2) Provision by the Group's current commercial banks or their
affiliates, on the closing date, of new operating financing for
Casino Group (including by maintaining existing confirmed
or unconfirmed lines of credit in each case in accordance
with the terms of the relevant financing as agreed with
the relevant Group companies) totalling approximately
€1.178 billion(2) for a period of two years from the effective
restructuring date with (subject to compliance with the
financial covenants of the Reinstated RCF on the last test
date prior to the second anniversary of the Reinstated RCF
and the terms of the relevant financing as agreed with
the relevant Group companies) an additional one-year
extension at the Group's discretion;
3) Potential provision of a new line of credit totalling a
maximum amount of €100 million to Monoprix Holding
to supplement the portion of the New Casino Group
Operating Financing provided for in the Agreement
in Principle not allocated to the secured creditors as
described in the Accelerated Safeguard Plan (however, the
new line of financing does not give access to the right to
reinstate a portion of the RCF within the Reinstated RCF);
4) In accordance with the separate agreements entered into
on 19 October 2023 (outside of the Plan), out-of-court
restructuring of the Restructured Swaps at the level of
Casino Finance to ensure that the total amount payable
corresponds to the undiscounted value of the expected
future cash flows on the date of restructuring of these
Restructured Swaps and a linear payment over a period
of three years in 36 monthly instalments, the first of
which will be paid on the 15th business day following
the Restructuring Completion Date, or on 30 April 2024
if earlier, limiting the usual default events to certain events
only (mainly termination of Casino Finance's Accelerated
Safeguard Plan or non-payment) and with a release of the
personal guarantees or sureties issued by the Company;
5) In accordance with the separate agreements (outside of
the Plan) entered into prior to the court ruling declaring
the accelerated safeguard proceedings open, termination
of the Terminated Swaps at the level of Casino Finance
and immediate settlement in return for a discount,
under the terms set out in the Company's Accelerated
Safeguard Plan.
The aim of all of these restructuring measures is to improve
Casino’s balance sheet and, more generally, that of the
Group as a whole, and to strengthen its capital structure
and secure its financing. This will enable the Group, now
controlled by the Consortium, to implement its strategic
plan over the coming years.
The implementation of the Accelerated Safeguard Plan was
contingent on the satisfaction of the conditions precedent
described below.
(1) To which should be added approximately €14 million of accrued interest capitalised at the date of completion of the restructuring, before
prepayments by the proceeds of disposals carried out on the date of completion of the restructuring and paid into a segregated account valued
at approximately €95 million.
(2) Please note the following: (a) this amount (i) does not include the commitments given by the creditors for the RCF granted to Monoprix Exploitation
and the Cdiscount government-backed loan which are not set out in the RCF granted to Casino, and (ii) only includes the Cdiscount government-
backed loan to the extent of the 20% share not backed by the government; and (b) the Bred facility will be reduced by €4 million on the effective
restructuring date.
105
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
The share capital increases carried out as part of the financial
restructuring plan will lead to massive dilution for existing
Casino shareholders.
● creditors under the guarantee granted by Casino to the
beneficial owners of the Quatrim HY Notes (Class 4) voted
in favour of the plan (95.84% of the votes cast);
Moreover, given the significant dilution caused by the
transactions provided for in the Lock-Up Agreement, the
Company’s Board of Directors decided, on 2 October 2023
and on a voluntary basis in accordance with Article 261-3 of
the AMF’s General Regulations, to appoint Sorgem Evaluation
as an independent expert, tasked with assessing the fairness
of the financial terms of the restructuring plan for the
Company’s current shareholders. The independent expert
assessed the financial terms of the financial restructuring
for shareholders and issued a report containing a fairness
opinion, which is appended to this document.
The findings of the report are as follows: “In light of the above,
we are of the opinion that the financial terms of the proposed
restructuring plan are fair for Casino's current shareholders.”
Implementation of the Accelerated
Safeguard Plan
The implementation of Casino's Accelerated Safeguard Plan
was contingent on the satisfaction of a number of standard
conditions, including, as a condition precedent, the approval
of the necessary resolutions by the classes of affected parties
and obtaining the required level of creditor support as part
of the accelerated safeguard proceedings.
Between 21 December 2023 and 10 January 2024, the
classes of affected parties voted remotely on the draft
accelerated safeguard plan, to which the draft resolutions
relating to the share capital increases and share capital
transactions implemented as part of the Accelerated
Safeguard Plan are appended; with a physical meeting for
the class of Company shareholders held on 11 January 2024.
At t h e m e e t i n g o f c l a s s e s o f a f fe c te d p a r t i e s o n
11 January 2024, Casino creditors voted as follows:
● RCF and TLB creditors that do not benefit from the elevation
mechanism (Class 1) voted in favour of the plan (100%
of the votes cast);
● RCF creditors that benefit from the elevation mechanism
(Class 2) voted in favour of the plan (100% of the votes cast);
● creditors holding EMTNs, HY Notes and commercial paper
(Class 3) voted in favour of the plan (68.55% of the votes cast);
● Casino's sole creditor in Class 5 (GPA, under a guarantee
granted to it) abstained from voting on the draft accelerated
safeguard plan for Casino;
● TSSDI holders (Class 6) voted in favour of the plan (75.62%
of the votes cast); and
● existing Casino shareholders (Class 7) voted in favour of
the plan (98.87% of the votes cast).
The draft accelerated safeguard plans were approved by 16
of the 17 classes of affected parties related to the subsidiaries
concerned, i.e., the required majority (more than 2/3) was
met. Under a guarantee granted to it, GreenYellow Holding
is the sole Class 2 creditor of Casino Participations France.
GreenYellow Holding voted against the adoption of the draft
accelerated safeguard plan for Casino Participations France.
The main conditions precedent for Casino’s Accelerated
Safeguard Plan (“Conditions Precedent”), which had all been
satisfied as of the date of approval of the financial statements,
are as follows:
● submission of the report by the independent expert
appointed by the Company’s Board of Directors, pursuant
to Article 261-3 of the AMF’s General Regulations, relating
to the fairness of the financial terms of this restructuring
for Existing Shareholders: this report was submitted on
20 December 2023;
● issue by the AMF of an AMF waiver (the “AMF Waiver”)
on the basis of Article 234-9(2°) of the AMF’s General
Regulations valid and in force. Any appeals lodged against
the AMF Waiver will not affect the implementation of the
restructuring: AMF’s Board issued this waiver on 9 January
2024;
● issue by the Luxembourg Insurance Authority of a decision
authorising or not objecting to the change of control of
Casino RE resulting from the restructuring: this decision
was issued by the Luxembourg Insurance Authority on 2
February 2024;
● issue by the European Commission of a decision
acknowledging that the Consortium’s planned investment
does not fall within the scope of the Foreign Subsidies Act:
this decision was issued by the European Commission on
2 February 2024;
106
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
● conditional or unconditional decision (or statement of
absence of authority) issued by any competition authority,
authorising the restructuring as provided for in the
Accelerated Safeguard Plan or stating that it has no objections
to the Plan (provided the absence of objections is construed,
under the applicable law, as an authorisation to carry out
the planned restructuring), or expiry of the applicable
cooling-off period if this is treated as an authorisation
under the applicable law:
- the European Commission issued a decision authorising
the restructuring provided for in the Accelerated Safeguard
Plan on 5 January 2024,
- the Moroccan competition authority issued a decision
authorising the restructuring provided for in the
Accelerated Safeguard Plan on 30 January 2024,
- the Serbian competition authority issued a decision
authorising the restructuring provided for in the
Accelerated Safeguard Plan on 12 January 2024,
- the Kosovar competition authority issued a decision
authorising the restructuring provided for in the
Accelerated Safeguard Plan on 1 February 2024,
- the North Macedonian competition authority issued a
decision authorising the restructuring provided for in
the Accelerated Safeguard Plan on 12 January 2024;
● authorisation by the French Ministry of the Economy pursuant
to the inward foreign investment controls arising from
Article L. 151-3 of the French Monetary and Financial Code:
the French Ministry of the Economy issued its decision
authorising the Consortium to take control of the Company
through the financial restructuring on 11 January 2024;
● approval of the Accelerated Safeguard Plan by the Paris
Commercial Court: the Accelerated Safeguard Plan was
approved by the Paris Commercial Court on 26 February
2024;
● approval of the Accelerated Safeguard Plans for Casino
Finance, DCF, CPF, Quatrim, Monoprix and Segisor by the
Paris Commercial Court. This condition would be deemed
to have been satisfied even if appeals are lodged against
the rulings approving the Accelerated Safeguard Plans:
the Accelerated Safeguard Plans for Casino Finance, DCF,
CPF, Quatrim, Monoprix and Segisor were approved by the
Paris Commercial Court on 26 February 2024.
The transactions planned as part of the financial restructuring will strengthen the Group’s financial structure. Net debt as
adjusted for the expected impacts upon completion of the restructuring is estimated by the Company at €1.5 billion (Note
1.2.2) at 31 December 2023, compared with consolidated net debt of €6.2 billion (Note 11.2.1) at that date.
(€ millions)
2024 EMTNs
2025 EMTNs
2026 EMTNs
2026 HY Notes
2027 HY Notes
2024 Quatrim HY Notes
Bond debt
RCF/Reinstated RCF
Term Loan B/Reinstated TL
Other borrowings
Loans and borrowings
Cash and cash equivalents
Net debt
DECREASE IN NET DEBT
31 Dec. 2023
31 Dec. 2023
adjusted
509
357
415
371
516
553
2,721
2,051
1,425
1,035
7,232
(1,051)
6,181
-
-
-
-
-
491
491
711
1,410
618
3,230
(1,696)
1,534
(4,647)
107
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Pre- and post-restructuring debt repayment schedule
The Group's pre- and post-restructuring debt maturity schedule is presented below. The maturity schedule shown above relates
to Group bond debt, the Casino Finance RCF and Term Loan B, and the reinstated financing (Reinstated RCF, Reinstated
Term Loan and Reinstated HY Quatrim Notes). Other bank debt and operating financing are not included.
PRE-RESTRUCTURING
POST-RESTRUCTURING
€6,197 million of principal of which secured debt for €4,029 million
and unsecured debt for €2,168 million
€2,612 million of principal of which
reinstated TL for €1,410 million,
reinstated RCF for €711 million
and Quatrim HY bonds for €491
million
1,799
1,799
1,425
1,425
1,410
1,410
553
553
509
509
357
252
252
357
415
415
371
516
516
371
491
491
711
711
10/2023
10/2023
01/2024
01/2024
03/2024
03/2024
02/2025
02/2025
08/2025
08/2025
01/2026
01/2026
07/2026
07/2026
08/2026
08/2026
04/2027
04/2027
01/2027
01/2027
03/2027
03/2027
03/2028
03/2028
Casino Finance RCF
Casino Finance RCF
Secured bonds and TLB
Secured bonds and TLB
Unsecured bonds
Unsecured bonds
Reinstated RCF
Reinstated RCF
Secured bonds and
Reinstated TL
Secured bonds and
Reinstated TL
108
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Disposal of the Brazilian Cash & Carry
business (Assaí)
As part of its ongoing debt reduction process, on 16
March 2023, the Group sold 18.8% of the capital of Assaí
(Sendas), resulting in a loss of control of this company. The
transaction was followed on 23 June 2023 by the sale of
the Group’s remaining 11.7% stake. The proceeds from
the two transactions amounted to €1,078 million net of
disposal costs, leading to an after-tax loss of €65 million
(Notes 3.1.1 and 3.5.2).
Signature of a commercial agreement
between Smart Good Things and the
Casino banners
On 30 March 2023, Smart Good Things and the Casino
banners announced the signature of a commercial agreement
with two focuses:
● the development and operation of drugstores;
● the installation of shops-in-shops offering innovative food and
non-food products in Casino hypermarkets and supermarkets.
The agreement also places on record the increase in
Distribution Casino France’s stake in the share capital of Smart
Good Things Holding to 15%. The shares are classified as
“Financial assets at fair value through other comprehensive
income” and presented in the consolidated statement of
financial position under “Other non-current assets”.
Tender offer for Quatrim notes maturing
in January 2024
On 31 March 2023, the Group announced the success
of its tender offer for the notes issued by its subsidiary
Quatrim S.A.S. which mature on 15 January 2024.
This transaction resulted 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 interest), financed with available cash on hand.
Following the cancellation of the notes, the aggregate
principal amount outstanding is €553 million.
Extension of the partnership
between Casino Group and Groupement
Les Mousquetaires
On 2 October 2023, Casino Group announced that it had
reached an agreement with Groupement Les Mousquetaires
to:
● extend the three existing AUXO purchasing alliances (AUXO
Achats Alimentaires, AUXO Achats Non-Alimentaires, AUXO
Achats Non-Marchands) by two years until 2028;
● extend their purchasing alliance to include private-label
food products (AUXO Private Label);
● sign a supply agreement with Groupement Les Mousquetaires’
Seafood and Meat sectors, based on the know-how of
Agromousquetaires.
Sale of Éxito
In early September 2022, 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%.
The Grupo Éxito spin-off project was approved by GPA’s
shareholders at the General Meeting of 14 February 2023
and was completed on 23 August 2023, leading to GPA’s
shares and Éxito’s Brazilian Depository Receipts being traded
separately on the stock market. Following the spin-off, Casino
Group held a 34% direct interest in Grupo Éxito and an
indirect interest through GPA’s 13% minority stake. The Group
has also decided to begin the process of selling Grupo Éxito.
As the sale of Grupo Éxito is considered highly probable, in
accordance with IFRS 5 – Non-current Assets Held for Sale
and Discontinued Operations (Note 3.5.1):
● the assets and liabilities held for sale were presented on
a separate line of the consolidated statement of financial
position as from July 2023;
● in the 2023 consolidated financial statements, Grupo Éxito’s
net profit or loss for 2022 and 2023 are presented on a
separate line in the income statement – “Net profit (loss)
from discontinued operations” – and its cash flows under
“discontinued operations” in the statement of cash flows.
On 26 January 2024, Casino Group announced that it had
sold its remaining stake in Éxito through the tender offers
for Éxito shares launched in the United States and Colombia
by the Calleja group (Note 15).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Acquisition of GPA’s stake
in Cnova by Casino
On 27 November 2023, Casino Group announced the
acquisition from GPA of CBD Luxembourg Holding, which
indirectly held 34.0% of Cnova’s share capital (117,303,664
ordinary shares). The transaction increased Casino’s stake
in Cnova, directly and through wholly owned subsidiaries,
to 98.8%.
The purchase price was set at €10 million (based on two
external valuations), of which 80% was paid on completion
of the transaction and 20% is payable by 30 June 2024 at
the latest.
The agreement provides for the payment by Casino, under
certain conditions, of an earnout, if a transaction involving
its stake in Cnova were to take place within the next
18 months, for a higher valuation of Cnova than that resulting
from the transaction.
The transaction, which is part of Casino Group’s financial
restructuring, will simplify Cnova’s ownership structure
and separate Casino, Guichard-Perrachon’s stakes in GPA
and Cnova.
From an accounting perspective, this acquisition with no
change of control is considered a transaction between
owners. It had the effect of reducing equity attributable to
the owners of the parent by €104 million and increasing
non-controlling interests by €103 million (see Consolidated
statement of changes in equity).
Disposal of Casino France
hypermarkets and supermarkets
On 30 September 2023, Casino Group sold a group of
61 Casino France stores (hypermarkets, supermarkets,
Franprix and convenience stores) to Groupement Les
Mousquetaires (“ITM”), representing sales in 2022 of
€563 million excluding VAT (€621 million including VAT),
based on an enterprise value of €209 million, including
service stations.
At the same time, the Group received €151 million in
deposits for the 72 stores in the second wave of disposals (to
be completed within three years, “A2 Batch”). All the risks and
rewards associated with ownership of the stores were retained
by the Group and the deposits were therefore recognised
as a financial liability at 31 December 2023 (Note 11.2.4).
In addition, on 18 December 2023, Casino Group
entered into exclusive negotiations with Groupement Les
Mousquetaires and with Auchan Retail, with a view to the
sale by Casino Group of almost all its remaining hypermarkets
and supermarkets to the two retailers, on the basis of a fixed
enterprise value of €1.35 billion (excluding property).
Casino Group sought and was given the go-ahead to enter
into these exclusive discussions by the Consortium (EP
Equity Investment III s.à.r.l, Fimalac and Trinity Investments
Designated Activity Company) in accordance with the terms
of the Lock-up Agreement dated 5 October 2023.
As the loss of control of the hypermarket and supermarket
businesses is considered highly probable, in accordance with
IFRS 5 – Non-current Assets Held for Sale and Discontinued
Operations (Note 3.5.1):
● the assets and liabilities held for sale are presented on a
separate line of the consolidated statement of financial
position at 31 December 2023;
● in the 2023 consolidated financial statements, net profit or
loss for 2022 and 2023 is presented on a separate line in
the income statement – “Net profit (loss) from discontinued
operations” – and its cash flows under “discontinued
operations” in the statement of cash flows.
On 24 January 2024, Casino Group announced that it
had signed agreements with Auchan Retail France and
Groupement Les Mousquetaires. On 8 February 2024,
the Group also signed another agreement with Carrefour
(Note 15).
Proposed increase in GPA’s capital
and loss of control
Following the press release published by GPA on
10 December 2023, Casino Group acknowledged that it
was aware that GPA had initiated preliminary work efforts
towards a potential primary equity offering, as part of its
plan to optimise its capital structure.
GPA called an Extraordinary General Meeting on 11 January
2024 to approve, among other things, an increase by
800 million ordinary shares of the authorised share capital of
the company and the proposal by GPA’s management, with
the consent of Casino Group, to elect new members to its
Board of Directors, subject to the conclusion of the potential
offer, in anticipation of the expected dilution of Casino’s
stake in the company. These resolutions were adopted by
the Extraordinary General Meeting held on second call on
22 January 2024 (Note 15).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 3 SCOPE OF CONSOLIDATION
ACCOUNTING PRINCIPLES
Basis of consolidation
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.
Joint ventures
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.
Joint ventures are accounted for in the consolidated
financial statements using the equity method.
Associates
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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Business combinations
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.
Acquisition-related costs are recognised in “Other operating
expenses”, except for those related to the issue of equity
instruments.
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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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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.
Exchange differences arising on translation of (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 2023
3.2.
Transactions affecting the scope
of consolidation in 2022
3.1.1. Sale of Assaí
On 17 March 2023, the Group sold an 18.8% stake in
Assaí (Note 2) through a secondary offering at the price of
BRL 16 per share (USD 15.13 per ADS), leading to a loss of
control of Sendas (Assaí). The transaction was followed on
23 June 2023 by the sale of the Group’s remaining stake
in this company. The total proceeds received by the Group
from these two transactions amounted to €1,125 million
(excluding transaction costs) (Note 3.5.2).
In accordance with IFRS 5 – Assets Held for Sale and
Discontinued Operations, Assaí’s net profit after tax for
first-half 2022 and first-half 2023 is presented on a separate
line of the consolidated income statement – “Net profit (loss)
from discontinued operations” – and its cash flows for these
periods are presented under “discontinued operations” in
the consolidated statement of cash flows.
The transactions led to the recognition of a net disposal
loss of €65 million after tax, included under the caption
“Net profit (loss) from discontinued operations” (Note 3.5.2).
This amount takes into account cumulative translation
adjustments reclassified to the income statement on disposal,
representing a negative amount of €453 million, and
transaction costs of €46 million. The transaction decreased
non-controlling interests by €921 million (Consolidated
statement of changes in equity).
3.1.2. Sale of Sudeco
On 31 March 2023, the Group sold its real estate
management subsidiar y Sudeco to Crédit Agricole
Immobilier, for €39 million, generating a pre-tax gain
of €37 million net of transaction costs. The impact on
the Group’s cash and cash equivalents was a negative
€64 million (Note 4.5).
3.2.1. Sale of FLOA
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 was 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 consolidated financial
statements.
3.2.2. 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 2022.
The impact of these transactions on the Group’s consolidated
financial statements represented 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. The loss of significant influence was
recognised at the end of April 2022 when the Group resigned
from the Board of Directors of Mercialys.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
3.2.3. 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. Following the transaction, it 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 2022.
In 2022, 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).
3.2.4. 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.
Following this transaction, the Group held 30.51% of
the share capital of Assaí, which continued to be fully
consolidated in the Group’s 2022 consolidated financial
statements in light of the fact that Casino still had de facto
control over the entity. 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.
3.2.5. 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.
Following this transaction, Casino Group held 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).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 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, 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
2023
2022
GreenYellow(1)(2)
GreenYellow(2)
Tuya(2)
France
Energy
France
Energy
Colombia
Banking
Banking
FIC(3)
Brazil
Type of relationship
Associate
Associate
Joint venture
Associate
% interests and voting rights(5)
10.15%
11.8%
Total revenue
Net profit (loss) from continuing operations
Other comprehensive income (loss)
TOTAL COMPREHENSIVE INCOME (LOSS)
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
164
(21)
15
(6)
1,456
378
(389)
(192)
-
1,252
-
51
(13)
(12)
(25)
1,413
402
(403)
(156)
-
1,256
-
50%
342
(16)
-
(16)
26
967
(464)
(418)
(828)
111
-
36%
259
45
-
45
6
2,072
(31)
(1,767)
(291)
280
6
(1) As the 2023 annual financial statements are currently being prepared, the information presented above is based on the interim financial
statements at 30 June 2023.
(2) Following the loss of control of GreenYellow, the Group retained a stake in GreenYellow Holding in the context of a reinvestment (Note 3.2.3).
GreenYellow Holding’s 2022 financial statements concern its first financial year, covering a period of five months. At 31 December 2023, the
Group held 10.15% of the capital of GreenYellow Holding (11.8% at 31 December 2022) and exercised significant influence over the company,
mainly through its representation on GreenYellow Holding’s Supervisory Board, the protective rights obtained and the existing commercial
relationships (maintained post-sale).
(3) 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. At 31 December 2023, the investment in Tuya was classified as held for sale in accordance with IFRS 5, in light
of Casino Group’s planned disposal of Éxito.
(4) FIC was set up by GPA/Sendas in partnership with Banco Itaú Unibanco SA (“Itaú Unibanco”) to finance purchases by GPA/Sendas customers.
It is accounted for using the equity method as GPA and Sendas exercises significant influence over its operating and financial policies. In
2023, the FIC shares held by Sendas were sold and the shares held by GPA were classified as held for sale in accordance with IFRS 5, in light
of Casino Group’s planned disposal of GPA.
(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 is owned in equal proportions by GPA and Sendas.
(6) The current assets of Floa Bank, Tuya and FIC primarily concerned 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 €3 million in 2023 (2022: €5 million).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
3.3.3. Changes in investments in equity-accounted investees
(€ millions)
At 1 January 2022
Share of profit for the year
Dividends
Other movements(1)
At 31 December 2022
Impairment losses
Share of profit for the year
Dividends
Other movements(2)
AT 31 DECEMBER 2023
201
9
(14)
185
382
(4)
(10)
(8)
(147)
212
(1)
(2)
In 2022, other movements mainly reflect the reinvestment in GreenYellow Holding for €150 million (Note 3.2.3).
In 2023, other movements primarily concern the effects of the disposal of Assaí and the classification of the Éxito and GPA groups as held
for sale in accordance with IFRS 5 (Note 2).
3.3.4. Share of contingent liabilities of equity-accounted investees
At 31 December 2023 and 31 December 2022, none of the Group’s associates or joint ventures had any material contingent
liabilities.
3.3.5. Related-party transactions (equity-accounted investees)
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
2023
2022
Associates
Joint ventures
Associates
Joint ventures
59
(7)
27
(3)
71
238
176(2)
6
-
19
-
201(1)
12
6
56
(2)
41
-
43
92
192(2)
5
-
25
-
229(1)
11(1)
14
(1)
(2)
Including €201 million in payables due to Distridyn (2022: €211 million).
Income of €176 million in 2023 includes sales of goods by Franprix to master franchisees accounted for by the equity method amounting to
€144 million (2022: €192 million, including sales of goods by Franprix to master franchisees accounted for by the equity method amounting
to €114 million). In 2022, the income figure also included proceeds from property development transactions with Mercialys reported under
“Other revenue” for €44 million, including an adjusted EBITDA impact of €27 million
3.3.6. 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 2023
(€60 million at end-December 2022).
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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 2023:
(€ millions)
Franprix(1)
Other
TOTAL NCI PUT LIABILITIES
% Group interest
Commitment to
non-controlling interests
Fixed or variable
exercise price
Non-current
liabilities(2)
Current
liabilities(2)
51.00% to 72.50%
49.00% to 27.50%
V
35
2
37
-
2
2
(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 2026 and 2027.
(2) At 31 December 2022, NCI put liabilities amounted to €161 million, including current liabilities of €129 million, and related mainly to the Disco
subsidiary for €127 million and to Franprix subsidiaries for €32 million. At 31 December 2023, the NCI put on Disco shares was classified as
held for sale in accordance with IFRS 5, in light of Casino Group’s planned disposal of Éxito.
117
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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.
At 31 December 2023 and 31 December 2022, there were no outstanding put or call options relating to non-controlling
interests.
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.
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.
118
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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)
Éxito
GPA
TOTAL
Notes
2
2
2
2023
2022
Assets
1,835
3,172
3,256
8,262
Liabilities
Assets
Liabilities
889
2,116
3,194
6,200
92
5
13
110
12
-
-
12
(1)
Including in 2023 €786 million in net assets relating to the sale of the hypermarket and supermarket businesses in connection with the ITM,
Auchan and Carrefour agreements, and €95 million relating to property assets.
3.5.2. Discontinued operations
In 2023, the Group sold Assaí and committed to a formal plan to sell Éxito, GPA and the hypermarkets and supermarkets in
France (Note 2). All these businesses are presented as discontinued operations in the 2023 and 2022 financial statements.
The net losses from discontinued operations in 2023 and 2022 also reflected the residual impacts of the Leader Price
discontinued operations and of Via Varejo sold in 2019.
Net profit (loss) from discontinued operations can be analysed as follows:
(€ millions)
Net sales
Net expenses
Impairment losses(1) on Éxito(2), GPA(3) and HM/SM(4)
Loss on the sale of the first group of stores to Groupement Les Mousquetaires
Profit on disposal of Assaí before tax
Disposal proceeds
Disposal costs
Carrying amount of net assets sold
Other comprehensive income (loss) reclassified to profit or loss, net of tax
NET PROFIT (LOSS) BEFORE TAX FROM DISCONTINUED OPERATIONS
Income tax benefit (expense)
Share of profit (loss) of equity-accounted investees
NET PROFIT (LOSS) FROM DISCONTINUED OPERATIONS
Attributable to owners of the parent
Attributable to non-controlling interests
(1) At 31 December 2023, impairment losses mainly broke down as follows:
2023
16,132
(17,575)
(3,397)
(13)
225
1,125
(46)
(401)
(453)
(4,628)
89
(12)
(4,551)
(3,103)
(1,448)
2022
24,259
(24,608)
-
-
-
-
-
-
-
(351)
196
10
(145)
(130)
(14)
- Éxito: €841 million relating to goodwill and trademarks;
- GPA: €1,589 million relating to long-term assets (including goodwill);
- hypermarkets and supermarkets: €967 million relating to goodwill (of which €162 million recognised in the first half of 2023).
(2) The fair value of Éxito was determined based on the price of the Calleja group’s tender offer (Note 2) less estimated costs.
(3) The fair value used for the impairment test is based on the share price at the reporting date, adjusted for the value of GPA's 13% stake in Grupo Éxito.
Based on a share price of BRL 4.06 at 31 December 2023, GPA's adjusted market capitalisation represents €63 million, requiring the recognition
of €1,589 million in impairment losses within discontinued operations. A 10% fall in the share price would lead to the recognition of an additional
impairment loss of €21 million on a 100% basis (€8 million attributable to the Group).
(4) The planned sale of hypermarkets and supermarkets in France has led the Group to separate this major activity from the Casino France operating
segment and to present the result of this business as discontinued operations for the years 2023 and 2022. The hypermarket and supermarket business
was tested for impairment at the end of 2023, in accordance with IAS 36. For the purposes of this test, the goodwill allocated to the Casino France CGU
was split between the divested businesses (hypermarkets and supermarkets) and the retained businesses (convenience stores, Geimex/ExtenC).
The fair value of the hypermarkets and supermarkets was mainly estimated on the basis of the price offered by Groupement Les Mousquetaires, Auchan
Retail and Carrefour (€1,651 million), plus the value of inventories and less the value of social liabilities to be transferred to the buyers (€167 million in
the financial statements at 31 December 2023). Some of the terms and conditions of the agreements have yet to be specified (possible transfer of
franchisees, sale price of certain assets and stores) and have therefore been estimated.
Estimated future cash flows were deducted from this value, including the stores’ cash burn estimated at €352 million up to the date of disposal no later
than 30 June 2024, €202 million in payments due under store equipment leases, €135 million in contract termination penalties and other contractual
costs, and €343 million in support function restructuring costs and transaction costs. The adjusted enterprise value is therefore €786 million (including
€140 million in advance payments received in 2023 in respect of the “A2 Batch” corresponding to the hypermarket and supermarket portion – see Note 2).
In addition, the Group will assume the trade payables and other working capital items not assumed by the purchasers, representing an estimated
net liability of €841 million at 31 December 2023. The impact of these transactions on the Group's cash position will be an estimated negative cash
flow of €195 million.
The impairment test on the goodwill allocated to the hypermarket and supermarket businesses resulted in the recognition of an impairment loss of
€805 million based on the fair values of the assets and liabilities at 31 December 2023, integrating the best estimate of the outcome of the transactions
planned in connection with the disposal. A 10% decline in future cash flows up to the disposal date would lead to an additional impairment loss of
around €100 million.
Earnings per share of discontinued operations are presented in Note 12.10.
119
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 4 ADDITIONAL CASH FLOW DISCLOSURES
ACCOUNTING PRINCIPLE
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);
● 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).
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
Net (additions to) reversals of provisions for risks and charges
TOTAL PROVISION EXPENSE
Effect of discontinued operations
PROVISION EXPENSE ADJUSTMENT IN THE STATEMENT OF CASH FLOWS
Notes
10.1.2
10.2.2
10.3.2
10.4.2
7.1.1
13.1
2023 2022 restated
(3,257)
(830)
(443)
(30)
(47)
(26)
(59)
(4,691)
3,737
(954)
-
(13)
(125)
(1)
(107)
(50)
(122)
(419)
258
(161)
4.2. Reconciliation of changes in working capital to the statement of financial
position
(€ millions)
Goods inventories
Property development work in progress
Trade payables
Trade receivables
1 January
2023
Notes
Cash flows
from
operating
activities
Changes
in scope of
consolidation(1)
Effect of
movements
in exchange
rates
Reclassifica-
tions and
other(2)
31 December
2023
6.6
6.6
Bilan
6.7
(3,597)
(43)
6,522
(854)
441
129
13
(577)
(70)
19
1,174
(97)
(1,400)
103
(63)
(95)
(2)
161
(5)
(1)
58
1,538
105
(2,156)
137
107
(851)
(24)
2,550
(689)
502
(270)
1,489
Other (receivables) payables
6.8.1/6.9.1/6.10
TOTAL
2,469
(486)
(283)
120
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
(€ millions)
Goods inventories
Property development work in progress
Trade payables
Trade receivables
1 January
2022
Notes
6.6
6.6
(3,122)
(91)
Bilan
6,099
6.7
(772)
206
87
1
(146)
(43)
(126)
Other (receivables) payables
6.8.1/6.9.1/6.10
TOTAL
2,319
(227)
Cash flows
from
operating
activities
Changes
in scope of
consolidation(1)
Effect of
movements
in exchange
rates
Reclassifica-
tions and
other(2)
31 December
2022
2
52
(45)
119
(17)
110
(63)
(500)
(3,597)
-
82
(5)
(69)
(56)
(4)
(532)
(153)
447
323
(43)
6,522
(854)
441
2,469
(1)
(2)
In 2023, changes in scope of consolidation primarily reflect the loss of control of Sendas (Note 3.1.1). In 2022, changes in scope of consolidation
primarily reflect the loss of control of GreenYellow (Note 3.2.3).
In 2023, this column mainly reflects (i) cash flows from investing activities, including outflows corresponding to the use of segregated accounts for
€56 million (Note 4.11), (ii) cash flows related to discontinued operations, representing a net outflow of €360 million and (iii) the reclassification
as discontinued operations of certain businesses held for sale, in accordance with IFRS 5. In 2022, this column primarily reflected (i) cash flows
from investing activities, including outflows corresponding to the use of segregated accounts for €468 million (Note 4.11) and (ii) cash flows
related to discontinued operations, representing a net cash outflow of €212 million.
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
Notes
10.2.2
10.3.2
10.4.2
10.3.3
2023 2022 restated
(253)
(576)
(20)
(3)
(54)
13
541
(290)
(1,586)
(22)
(3)
171
78
1,132
CASH USED IN ACQUISITIONS OF INTANGIBLE ASSETS, PROPERTY,
PLANT AND EQUIPMENT AND INVESTMENT PROPERTY
(352)
(520)
In 2022, the increase in acquisitions of property, plant and equipment was mainly due to Assaí's expansion.
(1)
(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
Notes
10.2.2
10.3.2
10.4.2
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 INVEST-MENT 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.
2023 2022 restated
4
127
-
2
52
24
18
(175)
53
3
140
1
9
110
51
154
(289)
179
121
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
2023
2022
(3)
-
74
(103)
(32)
(18)
-
719
(114)
587
In 2023, the net impact of these transactions on the Group’s cash and cash equivalents is mainly due to the loss of control
of Sudeco for a negative €64 million (Note 3.1.2). In 2022, the impact was mainly due to the loss of control of GreenYellow
for €444 million (Note 3.2.3).
4.6. Effect of changes in scope of consolidation related to equity-accounted investees
(€ millions)
2023
2022
Amount paid for the acquisition of shares in equity-accounted investees
Net inflow relating to the Mercialys TRS (Note 3.2.2)
Disposal of FLOA, net of expenses (Note 3.2.1)(1)
Other
EFFECT OF CHANGES IN SCOPE OF CONSOLIDATION RELATED TO
EQUITY-ACCOUNTED INVESTEES
(1) Excluding operating cash flows relating to commercial agreements.
-
-
-
22
22
(29)
140
166
3
280
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
Effect of discontinued operations
DIVIDENDS PAID TO NON-CONTROLLING INTERESTS AS PRESENTED
IN THE STATEMENT OF CASH FLOWS
2023 2022 restated
(39)
(1)
2
37
(1)
(53)
(11)
(2)
65
(1)
4.8. Effect on cash and cash equivalents of transactions with non-controlling interests
(€ millions)
Franprix – acquisition of 2.5% of Pro Distribution (Note 3.1.5)
Other
EFFECT ON CASH AND CASH EQUIVALENTS OF TRANSACTIONS
WITH NON-CONTROLLING INTER-ESTS
2023 2022 restated
-
(1)
(1)
(20)
(1)
(21)
122
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 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 line costs, non-recourse factoring and associated
transaction costs
Notes
2023 2022 restated
11.2.2
11.2.2
4.11
4.11
11.2.2
11.2
11.2
Notes
11.3.1
10.3.3
11.3.2
11.3.2
(510)
(2,342)
483
59
(15)
2,385
(39)
2,789
3
(232)
(135)
(2)
130
189
6,370
6,181
43
(345)
1,121
(448)
(111)
374
121
260
45
(8)
(44)
(12)
(1,134)
(512)
5,858
6,370
2023 2022 restated
(582)
(240)
(1)
40
-
339
(115)
(51)
1
24
(1)
(70)
(101)
(70)
INTEREST PAID, NET AS PRESENTED IN THE STATEMENT OF CASH FLOWS
(370)
(457)
4.11. Cash flows in investing activities related to financial assets
In 2023, cash outflows and inflows related to financial assets amounted to €161 million and €96 million, respectively,
representing a net cash outflow of €66 million. This mainly reflects the use of segregated accounts, primarily the account
linked to the Quatrim debt (Note 11.2.3).
In 2022, cash outflows and inflows related to financial assets amounted to €231 million and €710 million, respectively,
representing a net cash inflow of €479 million. They mainly reflect the use of segregated accounts, primarily the account
linked to the RCF financing operation (Note 11.2.1).
123
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 5 SEgMENT INFORMATION
ACCOUNTING PRINCIPLE
A sub-segment called “France Retail” is still used in certain
notes to the consolidated financial statements, combining
the above segments with the exception of E-commerce
and including the hypermarket and supermarket business.
A “Latam Retail” sub-segment is also presented in certain
notes to the consolidated financial statements, combining
GPA, Sendas and Grupo Éxito.
Management assesses the performance of these
segments on the basis of net sales, trading profit,
adjusted EBITDA and adjusted EBITDA excluding lease
payments. Adjusted EBITDA (earnings before interest,
taxes, depreciation and amortisation) is defined as trading
profit plus recurring depreciation and amortisation
expense. Adjusted EBITDA excluding lease payments
corresponds to adjusted EBITDA as defined above less
lease payments as presented in the statement of cash
flows under “Repayment of lease liabilities” and “Interest
paid, net”.
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.
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.
In 2023, Casino modified the composition of its
reporting segments to take into account changes in
the Group’s business base (Note 2) and to reflect the
current composition of continuing operations. The
reorganisation currently in progress has also led to a
change in the presentation of the costs of the Casino,
Guichard-Perrachon holding company, which are now
presented in the “Other” segment. In prior years, these
costs were allocated to the various operating segments,
mainly on the basis of headcount. Segment information
for 2022 has been restated to reflect this change.
The Group’s reportable segments are as follows:
● Casino convenience banners: mainly comprising the
Le Petit Casino, Vival, Spar and Sherpa retail banners;
● Monoprix: mainly comprising the Monoprix, Monop’
and Naturalia retail banners;
● Franprix: mainly comprising the Franprix and Le Marché
d’à Côté retail banners;
● E-commerce: comprising Cdiscount and the Cnova NV
holding company;
● Other: segment comprising the activities not allocated
to any of the other reportable segments, including real
estate activities (mainly Quatrim and Mayland), the
Geimex/ExtenC distribution business and the Casino,
Guichard-Perrachon holding company cost centre.
124
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
5.1. Key indicators by reportable segment
Casino
convenience
(€ millions)
banners Monoprix Franprix E-commerce Other Eliminations
External net sales (Note 6.1)
Inter-segment sales
Consolidated net sales by segment
Adjusted EBITDA
Adjusted EBITDA after lease payments
Recurring depreciation and
amortisation (Notes 6.3 and 6.4)
Trading profit
1,466
108
1,574
72
37
(74)
(2)
4,338
1,518
21
8
1,235
15
401
225
4,359
1,526
1,250
626
459
201
155
80
(328)
(101)
131
54
83
52
(95)
(12)
(4)
(29)
(42)
(46)
-
(377)
(377)
-
-
-
-
(€ millions)
banners Monoprix Franprix E-commerce Other Eliminations
Casino
convenience
2023
8,957
-
8,957
765
341
(640)
124
2022
restated
External net sales (Note 6.1)
1,485
4,393
1,478
Inter-segment sales
116
11
5
Consolidated net sales by segment
1,601
4,405
1,483
Adjusted EBITDA
Adjusted EBITDA after lease payments
Recurring depreciation and
amortisation (Notes 6.3 and 6.4)
Trading profit
156
116
(78)
78
497
244
(329)
168
184
107
(112)
72
1,620
34
1,654
55
22
422
335
757
87(1)
59(1)
(96)
(47)
(41)
40
-
9,399
(501)
(501)
-
-
-
-
-
9,399
978
549
(662)
316
(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.
5.2. Key indicators by geographic area
(€ millions)
External net sales for the year ended 31 December 2023
External net sales for the year ended 31 December 2022 (restated)
(€ millions)
Non-current assets at 31 December 2023(1)
Non-current assets at 31 December 2022(1)
France
Latin America Other regions
8,910
9,357
6
2
42
39
France
Latin America Other regions
6,124
10,158
-
9,800
27
51
Total
8,957
9,399
Total
6,152
20,009
(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.
125
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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.
126
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
Casino convenience
banners Monoprix
Franprix E-commerce Other
1,466
4,338
9
31
1,518
10
1,235
1
401
44
2023
8,957
95
1,475
4,369
1,528
1,236
445
9,052
Casino convenience
banners Monoprix
Franprix E-commerce Other
1,485
4,393
1,478
9
37
4
1,620
-
422
207
2022
restated
9,399
256
1,494
4,430
1,482
1,620
629
9,655
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
2023
101
-
-
59
2022
113
-
-
145
127
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
Note
2023 2022 restated
6.3
(5,722)
(753)
(6,096)
(810)
(6,474)
(6,906)
128
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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)
TOTAL
(€ millions)
Employee benefits expense
Other expenses
Depreciation and amortisation (Notes 5.1/6.4)
Logistics
costs(1)
Selling
expenses
General and
administrative
expenses
(334)
(351)
(67)
(677)
(605)
(424)
(355)
(244)
(149)
2023
(1,366)
(1,200)
(640)
(753)
(1,705)
(748)
(3,206)
Logistics
costs(1)
Selling
expenses
General and
administrative
expenses
(351)
(385)
(73)
(669)
(496)
(433)
(407)
(273)
(156)
2022
restated
(1,427)
(1,154)
(662)
TOTAL
(810)
(1,598)
(836)
(3,243)
(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
2023 2022 restated
(263)
(350)
(9)
(574)
(241)
(459)
(11)
(681)
TOTAL DEPRECIATION AND AMORTISATION EXPENSE
(1,196)
(1,392)
Depreciation and amortisation reported under “Profit from discontinued
operations”
DEPRECIATION AND AMORTISATION OF CONTINUING OPERATIONS
5.1/6.3
556
(640)
730
(662)
129
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
● 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).
2023 2022 restated
110
(1,267)
(1,157)
11
(940)
15
(914)
(104)
(49)
(91)
(243)
627
(541)
86
37
(127)
305
214
(110)
(17)
(1)
(128)
86
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)
(1,157)
(1) Net gains on disposal of non-current assets in 2023 primarily concerned property for €6 million. In 2022, net gains on disposal of non-current
assets concerned the Monoprix segment for €12 million and real estate activities for €17 million.
(2) The net impairment loss recorded in 2023 mainly concerned impairment of Monoprix and Franprix goodwill for €328 million and
€514 million respectively (Note 10.5). In 2022, the net impairment loss related for the most part to (a) integrated loss-making stores in the
process of being monetised and operated under a franchise model and (b) impairment losses on individual assets.
(3) The €15 million net income recognised in 2023 reflected the €37 million gain on disposal of Sudeco (Note 3.1.2), and losses on disposal of
various stores by Franprix for €4 million and Monoprix for €8 million. Net income of €305 million recognised in 2022 resulted mainly from the
loss of control of GreenYellow, leading to the recognition of a €302 million gain (Note 3.2.3), partly offset by the €20 million loss on disposal
of Mercialys (Note 3.2.2).
(4) Restructuring provisions and expenses in 2023 and 2022 correspond for the most part to the costs of structural rationalisations and temporary
or permanent store closures.
(5) Provisions and expenses for litigation and risks represented a net expense of €49 million in 2023, related to various risks and disputes at
Distribution Casino France, Monoprix and Franprix.
In 2023, the €91 million expense mainly reflected the costs associated with the conciliation procedure.
(6)
130
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
(7) Reconciliation of the breakdown of asset impairment losses with the tables of asset movements:
Notes
10.1.2
10.2.2
10.3.2
10.4.2
7.1.1
(€ 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"
2023
(3,257)
(830)
(443)
(30)
(47)
(36)
(4,642)
3,679
(963)
(22)
(940)
-
-
2022
restated
-
(13)
(125)
(1)
(107)
(51)
(297)
149
(148)
(21)
(127)
-
-
6.6.
Inventories
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.
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
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.
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)
2023
863
38
902
(12)
(14)
(27)
875
2022(1)
3,656
45
3,702
(59)
(3)
(62)
3,640
(1)
Including Latam Retail inventories with a carrying amount of €2,047 million at 31 December 2022 reclassified as held for sale at 31 December
2023 in accordance with IFRS 5 or sold during the year (Sendas).
131
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
2023
824
(135)
689
2022(1)
965
(111)
854
(1)
Including Latam Retail trade receivables with a carrying amount of €264 million at 31 December 2022 reclassified as held for sale
at 31 December 2023 in accordance with IFRS 5 or sold during the year (Sendas).
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
The criteria for recognising impairment losses are presented in Note 11.5.3 “Counterparty risk”.
2023
(111)
(80)
49
7
(135)
2022
(110)
(49)
46
2
(111)
132
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
6.8. Other current assets
6.8.1. Breakdown of other current assets
(€ millions)
Financial assets
Other receivables
CIRI debt cash pledge(2)
Financial assets held for cash management purposes and short-term
financial investments
Financial assets arising from a significant disposal of non-current assets
Other segregated accounts and guarantees(3)
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-financial assets
Other receivables
Tax and employee-related receivables in Brazil
Accumulated impairment losses on other receivables
Prepaid expenses
OTHER CURRENT ASSETS
Notes
2023
2022(1)
2
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
697
477
80
10
22
165
17
(74)
-
-
-
326
275
-
-
51
987
789
-
7
85
124
15
(46)
5
8
-
648
272
271
-
105
1,023
1,636
(1)
(2)
Including Latam Retail other current assets with a carrying amount of €611 million at 31 December 2022 reclassified as held for sale
at 31 December 2023 in accordance with IFRS 5 or sold during the year (Sendas).
In 2023, €80 million was set aside as a cash pledge in respect of the Group Public Liabilities (Note 2) corresponding to deferred tax and
social security liabilities. The funds will be released on the financial restructuring completion date.
(3) At 31 December 2023, including €95 million held in a segregated account in respect of the Quatrim note issue. At 31 December 2022,
of which €36 million relating to the segregated accounts associated with the November 2019 refinancing transaction. The funds were
released in 2023 and used to finance bond redemptions that matured in 2023.
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)
2023
2022
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
(46)
(59)
29
2
(74)
(32)
(65)
39
12
(46)
133
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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-financial 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
Prepaid expenses
OTHER NON-CURRENT ASSETS
Notes
2023
183
2022(1)
479
11.2.1
11.5.1
11.5.1
6.9.2
6.9.2
12
7
13
-
170
82
-
88
(19)
11
-
-
-
-
-
11
195
13
42
19
85
332
85
-
247
(12)
822
145
145
-
-
659
19
1,301
(1)
Including Latam Retail other non-current assets with a carrying amount of €1,010 million at 31 December 2022 reclassified as held for sale
at 31 December 2023 in accordance with IFRS 5 or sold during the year (Sendas).
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
2023
(12)
(5)
-
(1)
2022
(13)
(2)
-
2
ACCUMULATED IMPAIRMENT LOSSES ON OTHER NON-CURRENT ASSETS
AT 31 DECEMBER
(19)
(12)
134
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
6.10. Other liabilities
(€ millions)
Financial liabilities
Derivative instruments – liabilities (Note 11.5.1)
Tax, social security and other liabilities(2)
Amounts due to suppliers of non-current assets
Current account advances
Non-financial liabilities
Tax, social security and other liabilities
Contract liabilities (Note 6.1.2)
Deferred income
TOTAL
2023
2022(1)
Non-current
portion
Current
portion
95
-
60
35
-
18
2
12
4
850
3
677
126
45
756
673
47
37
Total
945
3
737
160
45
775
675
59
40
Non-current
portion
Current
portion
Total
121
-
54
67
-
187
140(3)
28
20
1,951
2,072
4
4
1,492
1,546
404
51
1,118
877
117
123
471
51
1,305
1,017
145
143
113
1,606
1,720
309
3,069
3,377
(1)
(2)
(3)
Including Latam Retail other liabilities with a carrying amount of €1,410 million at 31 December 2022 reclassified as held for sale
at 31 December 2023 in accordance with IFRS 5 or sold during the year (Sendas).
In 2023, including around €300 million in Group Public Liabilities corresponding to deferred tax and social security liabilities (Note 2).
Including BRL 600 million (€106 million) in the 9% social contribution surtax on profit (CSLL) recognised by GPA.
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.
135
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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(2)
Bank guarantees given(3)
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
2023
120
192
23
-
2022(1)
138
2,359
20
73
335
2,590
176
142
17
223
2,327
39
(1)
Including Latam Retail commitments given for €2,375 million at 31 December 2022 reclassified as held for sale at 31 December 2023 in
accordance with IFRS 5 or sold during the year (Sendas).
(2) Current and non-current assets pledged, mortgaged or otherwise given as collateral. At 31 December 2022, this also concerned GPA for €103
million, mainly in connection with the tax disputes.
(3) At 31 December 2022, this amount included €2,198 million in bank guarantees obtained by GPA and Sendas, primarily in connection with
tax disputes, €60 million in guarantees issued on behalf of joint ventures (Note 3.3.6) and a €50 million sellers’ warranty given to Aldi in
connection with the sale of Leader Price.
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
2023
2022(1)
85
73
-
31
190
17
33
139
102
68
2,202
27
2,398
284
1,958
157
(1)
Including Latam Retail commitments received for €193 million at 31 December 2022 reclassified as held for sale at 31 December 2023 in
accordance with IFRS 5 or sold during the year (Sendas).
136
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
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;
● 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.
137
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
(unit 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.
138
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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.
139
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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 2022
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
Carrying amount at 31 December 2022
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 2023
Land and land
improvements
Buildings,
fixtures and
fittings
Other property,
plant and
equipment
Other
intangible
assets
Total
34
5
5
(6)
(5)
-
(5)
1
-
-
27
3
-
2
(5)
-
-
-
(2)
-
25
4,468
574
357
(170)
(636)
(105)
(1)
127
(4)
57
4,668
142
203
(104)
(534)
(45)
(1,253)
111
(1,424)
(142)
1,621
120
3
1
(21)
(29)
-
(7)
-
(1)
1
66
4
10
1
(28)
(2)
-
-
(147)
146
50
126
4,748
9
5
(15)
(11)
(2)
-
16
(1)
1
591
367
(213)
(681)
(107)
(13)
144
(6)
60
128
4,889(2)
-
17
-
(7)
-
149
230
(101)
(574)
(47)
(76)
(1,329)
4
(57)
(10)
116
(1,631)
(6)
-
1,696
(1)
(2)
In 2022, mainly related to a plan to transfer loss-making integrated stores to a franchise model (Note 6.5).
Including Latam Retail right-of-use assets with a carrying amount of €2,304 million at 31 December 2022 reclassified as held for sale at 31
December 2023 in accordance with IFRS 5 or sold during the year (Sendas).
■ Lease liabilities
(€ millions)
Current portion
Non-current portion
TOTAL
Notes
2023
360
1,338
2022(1)
743
4,447
11.5.4
1,698
5,190
(1)
Including Latam Retail lease liabilities for €2,411 million at 31 December 2022 reclassified as held for sale at 31 December 2023 in accordance
with IFRS 5 or sold during the year (Sendas).
Note 11.5.4 provides an analysis of lease liabilities by maturity.
140
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Income statement information
7.1.2.
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.
2023 2022 restated
5
5
61
6
5
55
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.
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 €545 million (2022 (restated): €534 million).
7.1.4. Sale-and-leaseback transactions
No material sale and leaseback transactions were carried out by the Group's continuing operations in 2023 and 2022.
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
2023
20
8
4
2
2
11
2022(1)
63
24
16
12
9
43
UNDISCOUNTED VALUE OF LEASE PAYMENTS RECEIVABLE
48
167
(1)
Including Latam Retail lease receivables for €129 million at 31 December 2022 reclassified as held for sale at 31 December 2023 in accordance
with IFRS 5 or sold during the year (Sendas).
The following amounts were recognised in the income statement:
(€ millions)
Operating leases
Lease income(1)
Sub-letting income included within right-of-use assets
2023 2022 restated
26
2
25
2
(1) The proportion of variable lease payments not dependent on an index or rate was not material in 2023 and 2022.
141
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 8 EMPLOYEE BENEFITS EXPENSE
8.1.
Employee benefits expense
Employee benefits expense is analysed by function in Note 6.3.
8.2. Provisions for pensions and other post-employment benefits
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.
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.
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
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 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.
142
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
8.2.1. Breakdown of provisions for pensions and other post-employment benefits
and for long-term employee benefits
2023
Non-current
portion
Current
portion
134
7
6
147
8
1
-
9
2022
Non-current
portion
Current
portion
187
23
5
12
1
1
Total
142
7
6
Total
199
24
6
156
216
13
228
(€ millions)
Pensions
Jubilees
Bonuses for services rendered
PROVISIONS FOR PENSIONS AND
OTHER POST-EMPLOYMENT BENEFITS
AND FOR LONG-TERM EMPLOYEE BENEFITS
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 2023 was €126 million, of which 100% concerns the Group’s French
subsidiaries (excluding discontinued operations).
■ 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
Expected rate of future salary increases
Retirement age
France
2023
3.3%
2022
3.8%
2.5%-3.2%
2.0%-2.8%
64-65
62-65
For French companies, the discount rate is determined by reference to the Bloomberg 15-year AA corporate composite index.
■ Sensitivity analysis
A 50-basis point increase (decrease) in the discount rate would have the effect of reducing the projected benefit obligation
by 5% (increasing the projected benefit obligation by 4%).
A 50-basis point increase (decrease) in the expected rate of salary increases would have the effect of increasing the projected
benefit obligation by 4% (reducing the projected benefit obligation by 5%).
143
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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 2023 and 31 December 2022.
(€ millions)
France
International
Total
2023
2022
2023
2022
2023
2022
Projected benefit obligation at 1 January
205
255
7
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
Projected benefit obligation at 31 December
A
Weighted average duration of plans
11
13
6
-
(9)
19
19
15
(2)
5
-
(79)
(13)
(7)
(59)
156
3
19
2
-
(18)
(42)
(42)
(44)
(5)
7
-
(10)
(14)
(1)
5
205
1
-
1
-
-
1
1
1
-
-
-
(9)
(1)
-
(8)
-
4
4
-
1
4
-
(1)
(1)
(1)
-
-
-
(1)
(1)
-
-
7
213
259
11
13
7
-
(9)
20
20
16
(2)
6
(0)
(87)
(14)
(7)
(67)
156
15
8
19
3
4
(18)
(43)
(43)
(45)
(5)
7
-
(11)
(14)
(1)
5
213
14
(€ millions)
Fair value of plan assets at 1 January
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
(€ millions)
France
International
Total
2023
2022
2023
2022
2023
2022
14
16
-
-
-
-
-
1
(1)
-
2
15
-
-
-
-
-
(2)
(2)
-
-
14
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14
16
-
-
-
-
-
-
(1)
-
1
14
-
-
-
-
-
(2)
(2)
-
-
14
France
International
Total
2023
2022
2023
2022
2023
2022
NET POST-EMPLOYMENT BENEFIT OBLIGATION
A-B
142
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
16
(15)
141
191
1
15
(14)
190
-
-
-
-
-
7
-
-
-
7
142
199
1
16
(15)
141
1
15
(14)
198
Plan assets consist mainly of units in fixed-rate bond funds.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
■ 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(1)
AT 31 DECEMBER
France
International
Total
2023
2022
2023
2022
2023
2022
192
240
11
19
-
(12)
-
(7)
(60)
142
3
(43)
-
(12)
-
(1)
5
192
7
1
1
-
(1)
-
-
(8)
-
4
1
(1)
-
(1)
-
-
4
7
199
12
20
-
(12)
-
(7)
(69)
142
244
4
(43)
-
(12)
-
(1)
8
199
(1)
In 2023, other movements mainly reflect the classification of the provision for the hypermarkets and supermarkets segment in France within
discontinued operations, in accordance with IFRS 5.
■ 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
2023
2022
2023
2022
2023
2022
13
6
-
(9)
11
19
2
-
(18)
3
-
-
-
-
-
-
-
-
-
-
13
7
-
(9)
12
19
3
-
(18)
4
(€ millions)
Statement of
financial position
2024
2025
2026
2027
2028
Beyond
2028
Post-employment benefits
142
6
5
8
13
15
737
Undiscounted cash flows
145
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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.
Impact of share-based payments on earnings and equity
8.3.1.
The total net cost of share-based payment plans recognised in operating profit in 2023 was €6 million (2022: €13 million),
including €1, €3 and €2 million each for Casino, Guichard-Perrachon, GPA and Sendas, respectively. The impact on equity
was an increase for the same amount.
8.3.2. Casino, Guichard-Perrachon stock option plans
At 31 December 2023, no Casino, Guichard-Perrachon stock options were outstanding.
8.3.3.
Casino, Guichard-Perrachon free share plans
■ Free share plan features and assumptions
Date of plan
Vesting date
21/04/2023
21/04/2026
15/12/2022
31/08/2024
10/05/2022
28/02/2024
10/05/2022
10/05/2025
28/07/2021
28/07/2026
28/07/2021
28/07/2024
27/04/2020
27/04/2025
07/05/2019
07/05/2024
Number of free
shares authorised
Of which number
of performance
shares(1)
Number of unvested
shares at 31
December 2023
Share
price
(€)(2)
Fair value
of the
share (€)(2)
856,777
61,836
6,798
318,727
3,972
231,932
8,171
7,809
813,937
-
-
190,248
3,972
110,142
8,171
7,809
813,937
40,707
4,326
190,248
3,972
110,142
8,171
7,809
1,179,312
7.00
10.33
16.69
16.69
24.50
24.50
35.87
35.49
5.05
10.33
16.31
14.37
16.76
18.46
26.25
14.65
TOTAL
1,496,022
1,134,279
(1) Performance conditions mainly concern growth in adjusted EBITDA and earnings per share, and CSR criteria.
(2) Weighted average.
146
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
■ 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
2023
626,354
856,777
2022
880,921
387,361
(212,849)
(300,381)
(90,970)
(341,547)
1,179,312
626,354
8.4. Gross remuneration and benefits of the members of the Group Executive
Committee and the Board of Directors
(€ millions)
2023
2022
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
15
4
4
1
25
16
6
6
1
30
(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
Employee numbers in the above table only concern continuing operations.
2023 2022 restated
6,288
16,752
2,958
6,957
19,519
3,377
25,999
29,854
147
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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 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 Two directive
was transposed into French law on 29 December 2023.
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) benefit 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
148
2023
2022 restated
France
International
Total
France
International
Total
(48)
(8)
(720)
(776)
4
1
(2)
(50)
-
-
(8)
(720)
(62)
(18)
(84)
(21)
-
(4)
(83)
(18)
(88)
(2)
(778)
(164)
(24)
(188)
2
-
6
1
(12)
-
(1)
(13)
(118)
(118)
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
9.1.2. Tax proof
(€ millions)
Profit (loss) before tax
2023
2022 restated
(1,801)
(12)
Theoretical income tax benefit (expense)(1)
465
-25.83%
3
-25.83%
Reconciliation of the theoretical income tax benefit (expense)
to the actual income tax benefit (expense)
Impact of differences in foreign tax rates
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)
CVAE net of income tax
Non-deductible interest expense(4)
Non-deductible asset impairment losses
Other taxes on distributed earnings(5)
Deductible interest on TSSDIs
Reduced-rate asset disposals and changes in scope of consolidation(6)
Other
(3)
2
(957)
(6)
(44)
(241)
(1)
17
(3)
(8)
0.2%
(3)
28.0%
-0.1%
20
-166.4%
53.1%
0.3%
2.4%
13.4%
0.0%
-1.0%
0.1%
0.4%
(283)
2,345.1%
(13)
(21)
3
(3)
13
107.9%
171.2%
-21.7%
26.9%
-108.4%
104
-864.0%
(8)
63.6%
ACTUAL INCOME TAX BENEFIT (EXPENSE)/EFFECTIVE TAX RATE
(778)
43.2%
(188) 1,556.4%
(1) The reconciliation of the effective tax rate paid by the Group is based on the current French rate of 25.83%.
(2)
In 2023, this concerns the tax group for a negative amount of €900 million (including €658 million in impairment losses on prior-year tax
credits and deferred tax assets and €232 million in tax losses that were not recognised based on the 2024-2028 business plan approved by
Management and presented to the market in November 2023) and the E-commerce segment for a negative amount of €53 million (Notes
9.2.3 and 9.2.4). In 2022, this concerned the tax group and the E-commerce segment for negative amounts of €210 million and €34 million,
respectively (Notes 9.2.3 and 9.2.4).
(3) 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.
In 2023, this mainly corresponded to non-deductible impairment losses recognised on Franprix and Monoprix goodwill (Note 10.5.2).
(4)
(5) Corresponding to taxation of intra-group dividends.
(6)
In 2022, relating to the Group’s plan to dispose of non-strategic assets including GreenYellow and Mercialys.
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
2023 2022 restated
1,076
(400)
(217)
(161)
(219)
4
84
857
57
2
3
165
(8)
1,076
The deferred tax benefit net of deferred tax liabilities (Note 9.2.2) relating to discontinued operations was €333 million in
2023 (€137 million in 2022).
149
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
AT 31 DECEMBER
9.2.3. Deferred tax assets and liabilities by source
(€ millions)
Intangible assets
Property, plant and equipment
Right-of-use assets
Lease liabilities
Inventories
Financial instruments
Other assets
Provisions
Regulated provisions
Other liabilities
2023 2022 restated
90
(13)
(2)
85
(147)
(2)
10
67
7
(2)
-
13
4
90
Net
Notes
2023 2022 restated
(168)
91
(437)
529
32
3
6
91
(50)
42
75
(142)
73
84
10
73
(571)
165
(1,383)
1,597
25
(7)
(86)
256
(55)
80
966
-
987
1,076
90
987
Tax loss carryforwards and tax credits, net
Loss allowances on recognised deferred tax assets
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
The tax saving realised by the Casino, Guichard-Perrachon
tax group amounted to €88 million in 2023 versus
€124 million in 2022.
Deferred tax assets recognised for tax loss carryforwards and
tax credits mainly concern the Casino, Guichard-Perrachon
tax group and Cnova. Recognition of deferred tax assets
is based on the probability of the companies concerned
generating sufficient taxable profits to permit their recovery.
At 31 December 2023, deferred tax assets amounted to
€65 million for Casino, Guichard-Perrachon and €9 million
for Cnova. These amounts are expected to be recovered by
2028 and 2031, respectively.
9.2.4. Unrecognised deferred tax assets
At 31 December 2023, unrecognised deferred tax
assets arising on tax loss carr yfor wards amounted
to approximately €4,176 million, representing an
unrecognised deferred tax effect of €1,081 million
(€1,633 million at 31 December 2022, representing an
unrecognised deferred tax effect of €436 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.
150
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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.
10.1.1. Breakdown by business line and geographic area
(€ millions)
France Retail
Casino France(1)
Casino convenience banners(1)
Geimex/ExtenC(1)
Franprix
Monoprix
Other
E-commerce (France)
Latam Retail
Argentina
Brazil – GPA
Brazil – Assaí
Colombia
Uruguay
CASINO GROUP
31 December 2023
Net
31 December 2022
Net
1,989
-
48
16
942
983
-
58
-
-
-
-
-
-
4,375
1,594
-
-
1,456
1,319
6
58
2,500
88
636
1,154
363
259
2,046
6,933
(1) At the end of 2022, this CGU comprised the hypermarkets and supermarkets, convenience banners and Geimex/ExtenC. In 2023, goodwill
was reallocated between the various CGUs due to the imminent disposal of the hypermarkets and supermarkets (Notes 2 and 5).
151
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
2023
6,933
16
(3,257)
(1,191)
16
(471)
2022
6,667
19
-
(13)
160
100
2,046
6,933
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.
10.2.1. Breakdown
(€ millions)
Concessions, trademarks, licences and banners
Software
Other
2023
2022(1)
Gross
amount
Accumulated
amortisation
and impairment
575
1,323
436
(3)
(1,001)
(247)
Net
572
322
189
Gross
amount
Accumulated
amortisation
and impairment
Net
1,335
1,736
484
(113)
1,222
(1,134)
602
(242)
241
INTANGIBLE ASSETS
2,334
(1,251) 1,082
3,554
(1,490) 2,065
(1)
Including Latam Retail intangible assets with a carrying amount of €265 million at 31 December 2022 reclassified as held for sale at 31
December 2023 in accordance with IFRS 5 or sold during the year (Sendas).
152
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
10.2.2. Movements for the year
(€ millions)
Carrying amount at 1 January 2022
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
Carrying amount at 31 December 2022
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
CARRYING AMOUNT AT 31 DECEMBER 2023
Concessions, trademarks,
licences and banners
Software
Other intangible
assets
1,205(1)
(27)
1
-
(2)
-
44
3
(2)
1,222(1)
(99)
2
(1)
(1)
(553)
28
(26)
-
572(1)
543
(7)
138
(3)
(182)
(10)
17
-
105
602
(13)
87
(1)
(197)
(265)
12
(25)
121
322
259(2)
(26)
151
(1)
(57)
(4)
-
(20)
(61)
Total
2,006
(59)
290
(3)
(241)
(13)
61
(17)
42
241(2)
2,065
(3)
164
(3)
(65)
(11)
1
(40)
(96)
(115)
253
(4)
(263)
(830)
41
(91)
26
189(2)
1,082
(1)
(2)
Including trademarks for €571 million (31 December 2022: €1,220 million).
Including costs to obtain contracts for €101 million (31 December 2022: €113 million) (Note 6.1.2).
Internally-generated intangible assets (mainly information systems developments) represented €94 million at 31 December
2023 (31 December 2022: €107 million).
Intangible assets at 31 December 2023 include trademarks with an indefinite life, carried in the statement of financial
position for €571 million, allocated to the following groups of CGUs:
(€ millions)
France Retail
of which Monoprix
E-commerce
Latam Retail
of which Brazil – GPA
of which Brazil – Sendas
of which Colombia
of which Uruguay
2023
567
566
4
-
-
-
-
-
2022
567
566
9
644
415
90
113
25
Intangible assets were tested for impairment at 31 December 2023 using the method described in Note 10.5 “Impairment
of non-current assets”. The test results are presented in the same note.
153
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
10.3. Property, 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
2023
2022(1)
(€ millions)
Land and land improvements
Buildings, fixtures and fittings
Other non-current assets(2)
Gross
amount
Accumulated
depreciation and
impairment
322
393
2,815
(89)
(250)
(2,137)
Net
233
143
678
843
3,673
7,066
Gross
amount
Accumulated
depreciation and
impairment
Net
737
(106)
(1,338)
2,335
(4,820)
2,247
PROPERTY, PLANT AND EQUIPMENT
3,530
(2,476)
1,054
11,582
(6,264)
5,319
(1)
Including Latam Retail property, plant and equipment with a carrying amount of €3,640 million at 31 December 2022 reclassified as held
for sale at 31 December 2023 in accordance with IFRS 5 or sold during the year (Sendas).
(2) Other non-current assets consist mainly of facilities, machinery and equipment.
154
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
10.3.2. Movements for the year
(€ millions)
Carrying amount at 1 January 2022
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
Carrying amount at 31 December 2022
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
CARRYING AMOUNT AT 31 DECEMBER 2023
Land and land
improvements
Buildings,
fixtures and
fittings
Other property,
plant and
equipment
664
-
14
(8)
(3)
(6)
(3)
60
20
737
(129)
14
(40)
(4)
(48)
1
(313)
14
233
1,739
(128)
716
(27)
(101)
(16)
72
60
19
2,335
(1,491)
94
(59)
(69)
(279)
71
(536)
76
143
2,238
(351)
855
(105)
(355)
(102)
63
44
(40)
2,247
(634)
467
(28)
(278)
(116)
56
(963)
(73)
678
Total
4,641
(479)
1,586
(140)
(459)
(125)
131
164
(1)
5,319
(2,254)
576
(127)
(350)
(443)
128
(1,811)
18
1,054
Property, plant and equipment were tested for impairment at 31 December 2023 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.
The carrying amounts of the property, plant and equipment of continuing operations at 31 December 2023 and
31 December 2022 did not include any capitalised borrowing costs.
155
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
2023
2022(1)
Accumulated
depreciation and
impairment
Gross
amount
Net
Accumulated
depreciation and
impairment
Net
(99)
49
546
(143)
403
Gross
amount
148
(1)
Including Latam Retail investment property with a carrying amount of €329 million at 31 December 2022 reclassified as held for sale at 31
December 2023 in accordance with IFRS 5 or sold during the year (Sendas).
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(1)
Other reclassifications and movements(2)
CARRYING AMOUNT AT 31 DECEMBER
2023
403
(3)
20
-
(9)
(30)
14
(373)
27
49
2022
411
-
22
(1)
(11)
(1)
(48)
-
30
403
(1) Grupo Éxito investment property (including in Argentina) reclassified as held for sale, in accordance with IFRS 5.
(2)
Including €26 million at end-2023 (31 December 2022: €28 million) relating to the remeasurement at Libertad in application of IAS 29 –
Financial Reporting in Hyperinflationary Economies.
At 31 December 2023, investment property was held exclusively in France and totalled €49 million. Investment property
at 31 December 2022 amounted to €403 million, of which 65% 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
2023 2022 restated
3
(2)
-
4
(1)
-
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
■ Fair value of investment property
At 31 December 2023, investment property had a fair value
of €52 million and was located almost exclusively in France.
The fair value of investment property is determined each
year, mainly by independent valuers. In accordance with
international valuation standards, they are based on market
value as confirmed by market indicators, representing a level
3 fair value input. Two approaches are used to determine
the fair value of each asset:
● the income capitalisation (IC) method, which consists of
assessing the rental income generated by the property
and multiplying this income by the market return on
comparable properties;
● the discounted cash flows approach, which consists of
discounting the net cash flows expected to be generated
by the asset, including the proceeds from any hypothetical
disposal at the end of the investment period.
The main assumptions used to value investment property
are as follows: rate of return between 6.0% and 13.5%,
discount rate between 7.25% and 10.0% and terminal
capitalisation rate (exit rate) between 6.5% and 10.3%.
At 31 December 2022, the fair value of investment property
amounted to €716 million. Most of the properties were
held by Éxito and were classified as held for sale at 31
December 2023 in accordance with IFRS 5 (Note 3.5.1).
10.5.
Impairment of non-current assets (intangible assets, property,
plant and equipment, investment property and goodwill)
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.
● assets allocated to administrative activities (headquarters
and warehouses): site closure or obsolescence of
equipment used at the site.
ACCOUNTING PRINCIPLE
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;
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 CGU or 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 using a multiple of sales or adjusted
EBITDA, or by reference to the price of comparable recent
transactions if the information is available.
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 or a value based on comparable
transactions, where available. It is determined internally
or by external experts on the basis of:
● cash flow projections contained in business plans usually
covering three years. Cash flows beyond this projection
period are usually extrapolated over a period of three years
by applying a growth rate determined by Management
(generally constant);
● a terminal value determined by applying a perpetual
growth rate to the final year of the cash flow projection
period.
157
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
The cash flows and terminal value are discounted at a rate
corresponding to the weighted average cost of capital after
tax, which reflects market estimates of the time value of
money and the specific risks associated with the asset.
As with goodwill, the value in use of brands is tested at the
level of the CGU to which the brand has been allocated.
Climate-related risks, including physical risks and transition
risks, are taken into account for the measurement of
recoverable amounts. Although the Group has concluded
that no climate-related assumption is a key assumption
for goodwill impairment testing purposes, business plan
projections include the capital expenditure required
to meet its commitments to reduce greenhouse gas
emissions, such as the costs of renovating and replacing
the most energy-intensive equipment.
Impairment losses
An impairment loss is recognised when the carrying
amount of an asset or the CGU/group of CGUs 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.
10.5.1. Movements for the year
Net impairment losses recognised in 2023 on goodwill,
intangible assets, property, plant and equipment, investment
property and right-of-use assets amounted to €4,642 million
(Note 6.5). The total includes €3,679 million presented under
discontinued operations, €514 million in impairment losses
on Franprix goodwill and €328 million in impairment losses
on Monoprix goodwill (Note 10.5.2).
Following the tests carried out in 2022, impairment losses
totalling €246 million were recognised on goodwill,
intangible assets, property, plant and equipment, investment
property and right-of-use assets (Note 6.5), of which
€149 million concerned discontinued operations.
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. This
value is calculated by discounting projected after-tax cash
flows at the rates mentioned below. The cash flow projections
are based on the 2024-2028 business plan approved by
Group Management and communicated to the market in
November 2023. They reflect the action plans launched at
that date, without prejudging any initiatives that may be
launched by the Consortium and the possible delayed impact
of the current financial restructuring on future cash flows.
158
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
■ Assumptions used in 2023 for internal calculations of values in use
Cash Generating Units (CGUs)
Casino convenience banners(3) –
Geimex/ExtenC(3) – Monoprix – Franprix
E-commerce(5)
2023 perpetual
growth rate(1)
2023 after-tax
discount rate(2)
2022 perpetual
growth rate(1)
2022 after-tax
discount rate(2)
1.8%
-
7.7%(4)
-
2.0%
2.0%
6.1%
8.6%
In 2023 and 2022, a nil inflation-adjusted perpetual growth rate was used.
(1)
(2) The discount rate is calculated at least once a year during the annual impairment testing exercise, taking into account the sector's levered
beta, a market risk premium and the sector’s 10-year cost of debt.
(3) The Casino convenience banners and ExtenC CGUs were valued separately in 2023, following the announcement that the hypermarkets and
supermarkets were being sold. In 2022, these businesses were combined within a single CGU covering all hypermarket, supermarket and
convenience businesses.
(4) The rate used includes a specific risk premium (7.7% vs. 6.8% excluding risk premium) to take account of the uncertainties that may prevent
the projections being achieved, given the fierce competition in the retail market, emerging customer expectations and behaviours, as well
as the potential loss of synergies for continuing CGUs following the planned disposal of the hypermarkets and supermarkets.
(5) The value used for the E-commerce CGU in 2023 was based on the price of the recent transaction to buy out GPA’s minority stake, which took
place in November 2023. The comparison with this price showed that the goodwill allocated to this CGU had not been impaired. In addition,
Cnova's market capitalisation of €773 million at 31 December 2023 (based on a free float of 1.2%) was higher than its net asset value.
Impairment tests resulted in the recognition of impairment losses on the goodwill allocated to the Franprix and Monoprix
CGUs in the amount of €514 million and €328 million respectively at 31 December 2023.
The table below shows the potential impact of changes in the key assumptions used to test Monoprix and Franprix goodwill
that is sensitive to such changes. The goodwill allocated to the other CGUs is not sensitive to changes in key assumptions.
Key assumptions
Post-tax discount rate
Perpetual growth rate
Adjusted EBITDA margin used for the annual
cash flow projection
Reasonable change
in assumptions
Additional impairment (€ millions)
Franprix
Monoprix
+100 bps
-25 bps
-50 bps
(174)
(37)
(90)
(284)
(62)
(234)
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 Monoprix subsidiary. A change in the main assumptions
(for example, a 100-basis-point increase in the discount rate, a 25-basis-point decrease in the perpetual growth rate used
to calculate terminal value and a 50-basis-point decrease in the adjusted EBITDA margin included in the calculation of the
notional annual cash flow used to determine the terminal value) would not have led to the recognition of an impairment loss.
159
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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. Gains 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and
short-term investments.
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.
The accounting treatment of put options granted to owners
of non-controlling interests (“NCI puts”) is described in
Note 3.4.1.
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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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;
● 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.
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
2023
10
1,042
1,051
(198)
853
2022
1,648
856
2,504
(239)
2,265
As of 31 December 2023, cash and cash equivalents are not subject to any material restrictions.
Bank guarantees are presented in Note 6.11.1.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
11.2. Loans and borrowings
The proposed financial restructuring led to most of the Group’s non-current debt (€5.1 billion) being reclassified as current
(Note 2). The disclosures in this note (including the contractual maturities of debt instruments) do not take into account the
refinancing transactions that will take place upon completion of the restructuring.
11.2.1. Breakdown
Gross borrowings and debt amounted to €7,443 million at 31 December 2023 (31 December 2022: €9,204 million),
breaking down as follows:
(€ millions)
Bonds(1)
Other loans and borrowings
Economic and fair value hedges
– liabilities(2)
Gross borrowings and debt(3)
Economic and fair value hedges
– assets(4)
Notes
11.2.3
11.2.4
11.5.1
11.5.1
Other financial assets(3)(5)
6.8.1 / 6.9.1
Loans and borrowings(6)
of which France Retail(7)
of which Latam Retail(7)
of which E-commerce
Cash and cash equivalents
11.1
of which France Retail(7)
of which Latam Retail(7)
of which E-commerce
NET DEBT
of which France Retail(7)
of which Latam Retail(7)
of which E-commerce
2023
2022
Non-current
portion
Current
portion
Non-current
portion
Current
portion
Total
Total
-
7
-
7
-
(14)
(7)
(7)
-
-
-
2,861
2,861
4,575
4,582
4,971
2,240
79
5,050
1,733
3,972
-
-
167
15
182
7,436
7,443
7,377
1,827
9,204
-
-
(197)
(211)
7,239
7,232
6,698
6,691
-
-
(85)
(24)
7,268
4,281
2,945
(5)
(91)
(216)
(239)
1,606
8,874
348
4,629
985
3,929
540
540
43
273
316
(1,051)
(1,051)
-
(2,504)
(2,504)
(1,040)
-
(11)
(455)
(2,036)
(14)
(7)
6,188
6,181
7,268
(898)
6,370
5,651
-
529
(4,174)
(1,893)
(302)
(1)
(2)
(3)
Including €2,861 million in France at 31 December 2023 (31 December 2022: €2,812 million in France and €2,238 million in Brazil) (Note
11.2.3).
Including €166 million in France and €16 million in Brazil at 31 December 2022.
Including secured gross debt of €3,944 million at 31 December 2023 (31 December 2022: €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).
Including €58 million in France and €32 million in Brazil at 31 December 2022.
(4)
(5) At 31 December 2023, mainly including €165 million placed in segregated accounts and lodged as collateral, and €35 million in financial
assets following a non-current asset disposal (31 December 2022: €124 million placed in segregated accounts and lodged as collateral, of
which €36 million in respect of the revolving credit facility (RCF) and €104 million of financial assets following the disposal of significant
non-current assets).
(6) The Group defines “Loans and borrowings” as gross borrowings and debt adjusted for fair value hedges (assets) and other financial assets.
(7)
In light of the disposal of the Latam Retail business currently in progress, the Wilkes and Segisor holding companies are included in the France
Retail segment. Data for 2022 have been restated accordingly.
163
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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)(9)
Repayments of borrowings(2)(3)(9)
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(6)
Change in other financial assets(7)
Other and reclassifications(8)
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)
2023
9,204
(91)
(239)
8,874
2,809
(1,178)
11
403
148
(2,789)
(1,185)
29
109
7,232
7,443
-
(211)
2022
8,829
(35)
(654)
8,141
1,973
(1,984)
(82)
184
255
(260)
5
417
226
8,874
9,204
(91)
(239)
(1) New borrowings in 2023 mainly included the following: (i) drawdowns by Casino, Guichard-Perrachon on the RCF for €2,051 million, (ii)
drawdowns on confirmed bank lines and new bank loans at Éxito for a total of COP 1,125 billion (€241 million), (iii) specific asset financing at
Distribution Casino France and Monoprix for €284 million and (iv) a €151 million deposit received from ITM (Note 2).
New borrowings in 2022 mainly included: (a) the use by Casino, Guichard-Perrachon on the RCF 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, and (d) the use of confirmed
bank lines and the issue of new bank loans by Éxito for COP 764 billion (€171 million).
(2) Repayments of borrowings in 2023 relate mainly to (i) Casino, Guichard-Perrachon (of which €54 million in repayments of NEU CP commercial
paper, €50 million in repayments of 2022 drawdowns on the RCF, €36 million for the redemption at maturity of the 2023 bond issue and
€83 million in partial early redemptions of the 2026 and 2027 bond issues), (ii) Quatrim with the partial early redemption of secured HY
Notes for €100 million, (iii) repayments of specific asset financing at Distribution Casino France and Monoprix for €259 million, (iv) loan
repayments by GPA for BRL 1,268 million (€235 million), and (v) repayments of drawdowns on confirmed lines of credit and bank loans at
Éxito, for COP 1,099 billion (€235 million).
Repayments of borrowings in 2022 mainly concerned (i) Casino, Guichard-Perrachon (of which €249 million in repayments of NEU CP
commercial paper, €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 HY Notes for €147 million, and (iii) GPA with BRL 2,000 million
(€368 million) in bond redemptions.
(4)
(5)
(3) Cash flows relating to financing activities in 2023 represent a net inflow of €1,604 million (Note 4.9), with new borrowings of €2,342 million
offset by repayments of borrowings for €483 million and net interest payments of €255 million (excluding interest on lease liabilities).
Cash flows relating to financing activities in 2022 represented a net outflow of €1,133 million (Note 4.9), with new borrowings of €345 million
offset by repayments of borrowings for €1,121 million and net interest payments of €357 million (excluding interest on lease liabilities).
In 2023, foreign currency translation adjustments primarily concern Brazil for €114 million (€261 million in 2022).
In 2023, changes in scope of consolidation reflect the loss of control of Sendas (Note 3.1.1).
In 2022, changes in scope of consolidation reflected the loss of control of GreenYellow for a negative €263 million (Note 3.2.3).
Including €984 million relating to GPA and €191 million relating to Éxito in 2023.
In 2023 and 2022, changes in other financial assets essentially related to changes in the segregated account (Note 4.11).
Including a reduction in bank overdrafts for €30 million in 2023 and an increase of €175 million in 2022. The amount of €109 million in 2023
also includes the €106 million impact of accelerated amortisation of costs included in the amortised cost of unsecured debt and related
fair value adjustments, due to revised estimates of contractual cash outflows on fixed-rate debt in the context of the financial restructuring.
(6)
(7)
(8)
(9) Changes in negotiable European commercial paper (“NEU CP”) are presented net in this table.
164
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
11.2.3. Outstanding bond issues
(€ millions)
Continuing operations
Principal(1)
Nominal
interest rate(2)
Effective
interest rate(2)
Issue date
maturity date 2023(3)
2022(3)
Contractual
Casino, Guichard-Perrachon
bonds in EUR
2,168
2,168
2,151
2023 bonds
2024 bonds
2025 bonds
2026 bonds
2026 bonds
2027 bonds
Quatrim notes in EUR
2024 notes
Monoprix bonds in EUR
2024 bonds
Cdiscount bonds in EURO
2029 bonds
Discontinued operations
GPA bonds in BRL
Sendas bonds in BRL
TOTAL BONDS
-
F: 4.56%
4.47%
January 2013
May 2013
January 2023
-
36
F: 4.50%
4.88%
March 2014
March 2024
F: 3.58%
3.62% December 2014 February 2025
F: 4.05%
4.09%
August 2014
August 2026
F: 6.625%
7.00% December 2020 January 2026
F: 5.25%
5.46%
April 2021
April 2027
509
357
415(4)
371(4)
516(4)
553
553(4)(5)
F: 5.88%
6.66% November 2019 January 2024
120
120
20
20
F: 15.75%
19.97%
March 2023
March 2024
E3M +6%
E3M +6%
June 2022 September 2029
509
357
415
371
516
553
553
120
120
20
20
498
337
427
397
457
648
648
-
-
13
13
-
-
437
1,801
2,861
5,050
(1) Corresponds to the principal of the bonds outstanding at 31 December 2023.
(2) F (fixed rate) – V (variable rate). The effective interest rates on Casino, Guichard-Perrachon bonds do not reflect the possible impact of the
remeasurement component relating to fair value hedges.
(3) The above amounts for 2022 include any remeasurement component relating to fair value hedges.
(4)
In 2023, amortisation of costs included in the amortised cost of unsecured debt and related fair value adjustments was accelerated (Note
11.2.2). The reported amounts are presented excluding accrued interest.
In 2023, the Group carried out early redemptions of a portion of its unsecured bonds maturing in 2026 and 2027 for €74 million and
€9 million, respectively, and the secured HY Note issue maturing in January 2024 for €100 million (Note 11.5.4). 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 HY Note issue maturing in January 2024 for €147 million.
(5) At 31 December 2023, €95 million was placed in a segregated account as security for the repayment of the HY note issue maturing in
January 2024.
165
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
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
Contractual
maturity date
2023
2022
1,425
Variable(2)
April 2021
November 2021
August 2025
1,425
1,418
Negotiable European commercial paper
(Casino, Guichard-Perrachon)
5
Fixed
(3)
(3)
Government-backed loan (Cdiscount)
60
Variable
August 2020
August 2026(4)
5
60
Casino Finance RCF
2,051
Variable November 2019
October 2023 to
July 2026(5)
2,051
Confirmed credit lines – Monoprix
170
Variable
July 2021
July 2023 to
January 2026(6)
Other(7)
Bank overdrafts
Change in accrued interest
International – discontinued operations(8)
GPA
Sendas
Éxito
Bank overdrafts
Change in accrued interest
TOTAL OTHER BORROWINGS
Of which variable rate (excluding discontinued
operations)
170
353
198
319
-
-
-
-
-
59
60
50
170
153
236
84
518
835
149
2
237
4,582
3,972
3,706
1,706
Interest on this loan is based on Euribor with a zero floor, plus a 4% spread.
(1) Corresponds to the nominal amount at 31 December 2023.
(2)
(3) Negotiable European commercial paper (NEU CP) is short-term financing generally with a maturity of less than 12 months.
(4) Loan due in August 2026, including €12 million due at various dates beyond 12 months. This loan is shown for its total amount in current
borrowings and debt at 31 December 2023.
(5) An amount of €252 million falls due in October 2023 and €1,799 million in July 2026 (May 2025 if Term Loan B maturing in August 2025
(6)
(7)
is not refinanced at that date).
Including €40 million due in July 2023 (if no refinancing was arranged at that date for the Quatrim HY Notes maturing in January 2024)
and €130 million maturing in January 2026.
Including (i) a €151 million deposit received from ITM (Note 2), (ii) €76 million from sales of receivables under with-recourse discounting
arrangements, which cannot be removed from the consolidated statement of financial position because the contract terms stipulate that
the Group retains substantially all the risks and rewards of ownership, including the credit risk (Note 11.5.4), (iii) €80 million of restructured
interest rate derivatives and (iv) €17 million of specific asset financing (2022: €112 million of specific asset financing).
(8) The Sendas, Éxito and GPA entities no longer appear in this table as they have been, or are in the process of being, sold in 2023.
166
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
■ Confirmed bank credit lines in 2023 and 2022
2023
(€ millions)
Syndicated lines – Casino, Guichard-Perrachon,
Casino Finance(1)
Due
Within
one year
In more
than one
year
Interest rate
Variable(1)
252
1,799
Other confirmed bank credit lines(2)
Variable(3)
40
150
Amount of
the facility Drawdowns
2,051
190
2,051
190
292
1,949
2,241
2,241
TOTAL
2022
(€ millions)
Syndicated lines – Casino, Guichard-Perrachon,
Casino Finance(1)
Due
Within
one year
In more
than one
year
Interest rate
Variable(1)
252
1,799
Amount of
the facility
Drawdowns
2,051
190
50
183
233
Other confirmed bank credit lines(2)
Variable(3)
-
190
TOTAL
252
1,989
2,241
(1)
(2)
(3)
In 2023 and 2022, 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 adjusted 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
adjusted EBITDA for the France Retail and E-commerce segments, as well as the Segisor holding company (no more than 3.50%).
In 2023, other confirmed bank credit lines concerned Monoprix for €170 million and Distribution Casino France for €20 million, drawn down
in full.
In 2022, other confirmed bank credit lines included Monoprix credit lines for €170 million (primarily a €130 million syndicated facility – Note
2) that had been drawn down in full, and Distribution Casino France credit lines for €20 million, of which €170 million and €13 million had
been drawn down at the year-end.
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.
167
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
11.3. Net financial 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
program 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.
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(1)
Finance costs
NET FINANCE COSTS(2)
2023 2022 restated
-
8
8
(590)
(590)
(582)
-
2
2
(242)
(242)
(240)
(1)
(2)
In 2023, including (a) the €106 million negative impact of accelerated amortisation of costs included in the amortised cost of unsecured debt
and related fair value adjustments, due to revised estimates of contractual cash outflows on fixed-rate debt in the context of the financial
restructuring, and (b) the €12 million negative impact of changes in the fair value of restructured swaps (including the debit value adjustment)
terminated in October 2023. The restructured swaps were replaced by a debt towards the counterparties, recognised at fair value in the
restructuring date statement of financial position. In 2022, including a €51 million positive impact relating to the assessment of the DVA risk
on derivatives with a negative fair value.
Including an €8 million negative impact in both 2023 and 2022 relating to the E-Commerce segment.
11.3.2. Other financial income and expenses
(€ millions)
Total other financial income
Total other financial 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 line costs, non-recourse factoring and associated transaction costs
Other
TOTAL NET OTHER FINANCIAL EXPENSE
2023 2022 restated
35
(222)
(187)
(1)
-
(2)
(126)
(51)
(8)
(187)
98
(272)
(174)
7
(2)
(11)
(103)
(70)
6
(174)
(1)
Including €16 million in foreign currency exchange gains and €16 million in foreign currency exchange losses in 2023 (2022: €36 million in
foreign exchange gains and €29 million in foreign exchange losses).
168
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
11.4. Fair value of financial 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.
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
183
689
697
1,051
11
-
10
-
7
-
-
-
-
-
-
-
165
689
687
1,051
(€ millions)
AT 31 DECEMBER 2023
Other non-current assets(1)
Trade receivables
Other current assets(1)
Cash and cash equivalents
(1) Excluding non-financial assets.
169
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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
479
854
987
2,504
13
-
12
-
42
95
-
-
85
-
8
-
339
759
967
2,504
(€ millions)
AT 31 DECEMBER 2022
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 2023
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.
(€ 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)
(1) Excluding non-financial liabilities.
Total
financial
liabilities
Breakdown by category of instrument
Liabilities at
amortised cost
NCI Puts
Derivative
instruments
2,861
4,582
39
1,698
2,550
945
2,861
4,582
-
1,698
2,550
942
-
-
39
-
-
-
-
-
-
-
-
3
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
170
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
11.4.2. Fair value hierarchy for financial 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 2023
(€ 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
Cash flow hedges and net investment
hedges – assets
Other derivative instruments – assets
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
Put options granted to owners
of non-controlling interests(3)
Fair value hierarchy
Carrying
amount
Fair value
Market price
= Level 1
Models with
observable
inputs = Level 2
Models with
unobservable
inputs = Level 3
29
22
7
-
-
-
29
22
7
-
-
-
9,182
5,332
2,861
4,582
1,698
630
2,963
1,698
-
3
-
-
3
-
39
39
-
-
-
-
-
-
490
490
-
-
-
-
-
-
7
-
7
-
-
-
4,804
140
2,963
1,698
-
3
-
-
22
22
-
-
-
-
39
-
-
-
-
-
-
39
(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).
171
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
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
Put options granted to owners
of non-controlling interests(3)
Fair value hierarchy
Carrying
amount
Fair value
Market price
= Level 1
Models with
observable
inputs = Level 2
Models with
unobservable
inputs = Level 3
255
255
20
136
91
3
5
20
136
91
3
5
14,558
13,659
5,050
3,972
5,190
4,190
3,933
5,190
182
182
2
1
2
1
161
161
4
-
4
-
-
-
1,926
1,926
-
-
-
-
-
-
231
-
133
91
3
5
20
20
-
-
-
-
11,572
161
2,265
3,933
5,190
182
2
1
-
-
-
-
-
-
-
161
(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).
172
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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 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 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 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.
Financial risk management transactions carried during the
ongoing financial restructuring were not material.
173
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
2023
Interest
rate risk
Foreign
currency
risk
Other
market
risks
2022
Derivatives at fair value through profit or loss
6.8.1 – 6.9
Cash flow hedges
Economic and fair value hedges – assets
6.8.1
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
-
-
-
-
-
-
-
3
-
3
-
3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3
-
3
-
3
-
-
-
-
-
-
-
-
-
-
-
-
5
3
91
99
85
13
1
2
182
186
167
19
At 31 December 2023, the Group no longer held any
economic or fair value hedging derivatives. 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 were backed by bank borrowings
or bonds denominated either in the same currency or in a
currency other than the borrower entity’s functional currency.
At 31 December 2023, the cash flow hedge reserve
included in equity had a debit balance of €4 million after
tax (31 December 2022: debit balance of €7 million after
tax). These derivatives mainly concern operations in France
and hedge goods purchases billed in currencies other than
the euro (mainly the US dollar). Their notional amount was
USD 90 million (€81 million – Note 11.5.2).
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).
174
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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.
However, the Group is currently involved in accelerated
safeguard proceedings and its financial structure has been
locked up pending completion of the financial restructuring.
In addition, the Group no longer has access to standard
instruments on reasonable terms.
The Group makes regular use of various vanilla instruments to
manage interest rate risks. 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.
Casino, Guichard-Perrachon’s debt is mainly composed
of fixed-rate bonds and the variable-rate Term Loan B,
representing a nominal amount of €2,841 million and
€1,425 million, respectively, at 31 December 2023 (Note
11.2.3).
■ 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
Casino, Guichard-Perrachon Term Loan B
Other variable-rate loans and borrowings(1)(2)
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
Notes
11.2.3
11.2.4
11.2.4
11.1
11.3.1
2023
20
1,425
2,281
3,726
(1,051)
2,675
27
582
2022(3)
1,852
1,425
287
3,564
(435)
3,129
31
240
IMPACT OF CHANGE ON NET FINANCE COSTS
4.6%
12.9%
(1) Principal.
(2) Excluding accrued interest.
(3) Data for 2022 have been restated for the discontinued Latam Retail operations in order to facilitate comparison with 2023.
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 4.6% or €27 million increase
(4.6% or €27 million decrease) in finance costs. For the
purposes of the analysis, all other variables are assumed
to be constant.
175
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
■ 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.
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 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
2023
Of which
USD
Total exposure
2022
(3)
(48)
23
23
54
49
-
21
-
-
29
81
-
-
(8)
21
5
54
71
-
21
-
-
51
81
-
(16)
(56)
208
157
74
367
-
165
140
66
(4)
194
127
(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). At 31 December 2023, the NCI put on Disco shares was classified as held for sale in accordance with
IFRS 5, in light of Casino Group’s planned disposal of Éxito.
176
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
■ Sensitivity of net exposure after foreign currency hedging
A 10% appreciation of the euro at 31 December 2023 and 2022 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)
2023
2022
5
(2)
3
1
(2)
-
A 10% decline in the euro against those currencies at 31 December 2023 and 2022 would have produced the opposite effect.
■ Breakdown of cash and cash equivalents by currency
(€ millions)
Euro
US dollar
Brazilian real
Colombian peso
Uruguayan peso
Other currencies
2023
1,015
14
-
15
-
6
%
97%
1%
0%
1%
0%
1%
2022
411
37
1,730
263
46
18
%
16%
1%
69%
11%
2%
1%
CASH AND CASH EQUIVALENTS
1,051
100%
2,504
100%
■ Exchange rates against the euro
Exchange rates against the euro
Closing rate
Average rate
Closing rate
Average rate
2023
2022
Brazilian real (BRL)
Colombian peso (COP)
Argentine peso (ARS)(1)
Uruguayan peso (UYP)
US dollar (USD)
Polish zloty (PLN)
5.3618
5.4016
5.6386
4,265.55
4,669.47
5,173.70
5.43763
4,471.77
894.5373
894.5373
190.4643
190.4643
42.9961
41.9730
42.49402
43.37884
1.1050
4.3395
1.0818
4.5402
1.0666
4.6808
1.0534
4.6856
(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 2023, 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.
177
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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 2023
Trade receivables
Allowance for lifetime expected losses
TOTAL, NET (NOTE 6.7.1)
At 31 December 2022
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
481
(13)
468
641
(6)
636
72
(3)
69
75
(4)
71
102
(17)
84
84
(26)
58
169
(102)
68
164
(76)
88
343
(122)
221
324
(105)
218
Total
824
(135)
689
965
(111)
854
■ Counterparty risk related to other assets
Credit risk on other financial assets – mainly comprising cash and cash equivalents, equity instruments, loans 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.
178
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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 taking into account the
cash pool operated with most French 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.
The Group's financial resources are split between bank
financing and financing raised on the markets.
At 31 December 2023, the Group’s debt amounted to
€7.4 billion (excluding lease liabilities of €1.7 billion). The
total amount was classified as current at that date, because
the terms of the acceleration clause waiver granted on
long-term debt allowed payment to be deferred by no more
than twelve months as of 31 December 2023. The total debt
amount reflects in particular the drawdown of the total RCF
for €2,051 million.
In light of its cash position at 31 December 2023, the Group
is not in a position to settle this debt.
The record of the Conciliation and accelerated safeguard
proceedings, successively opened on 25 May 2023 and
25 October 2023 by the Paris Commercial Court, formally
noted that (i) settlement of the Group Public Liabilities of
approximately €300 million had been postponed until the
earlier of 30 April 2024 and the completion date of all the
financial restructuring transactions, and that (ii) payment
of contractual instalments (i.e., the instalments initially due,
without taking into account any potential defaults resulting
directly or indirectly from the suspension of their payment) of
principal (€1.5 billion) and interest and fees (€400 million)
in respect of the Group’s debt were suspended during the
observation period.
The transactions provided for in the Accelerated Safeguard
Plan to support the financial restructuring (Note 2) consist
mainly of: (i) a €1.2 billion capital increase to be paid up
in cash, (ii) conversion into capital of €3.5 billion worth
of debt, excluding accrued interest and excluding TSSDIs
(€4.9 billion including TSSDIs), (iii) refinancing of
€2.6 billion of debt (including restructuring costs) and
(iv) an existing €1.2 billion operating financing facility, that
is being maintained.
The financial restructuring due to be completed at the end
of March 2024 will enable the Group to meet its estimated
liquidity needs until the end of March 2025, in accordance
with the Accelerated Safeguard Plan approved by the Paris
Commercial Court on 26 February 2024 (Note 1.2.2). This
affirmation takes into account the impact of the disposal of
hypermarket and supermarket assets over the same period
under the agreements with Groupement Les Mousquetaires,
Auchan Retail and Carrefour.
■ Management of short-term debt
Due to the Group's situation, it has only limited access to the
NEU CP commercial paper market. Outstanding commercial
paper issues represented €5 million at 31 December 2023
versus €59 million at 31 December 2022.
The Group carries out non-recourse receivables discounting
without continuing involvement, within the meaning of
IFRS 7, as well as reverse factoring transactions (see below).
In addition, receivables have been sold to the banks for
cash, under with-recourse discounting arrangements.
These trade receivables have not been derecognised from
the consolidated statement of financial position because
the Group retains substantially all the risks and rewards of
ownership, including the credit risk. The proceeds from these
sales have been recognised as a secured financial liability for
€76 million at 31 December 2023 (Note 11.2.4).
These various measures will ensure that the Company has
sufficient cash to finance its operations during the interim
period until the planned completion of the financial
restructuring at the end of March 2024.
Trade payables at 31 December 2023 include €285 million
under a reverse factoring programme in France, compared
with €1,217 million at 31 December 2022 (including €553
million in France and €664 million in Latin America).
At 31 December 2023, the Group had cash reserves of
€1,051 million which, together with the €357 million in net
cash from the disposal of the Éxito group in January 2024,
will cover the Group’s liquidity needs for the first quarter of
2024, estimated at around €600 million.
179
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
■ Management of medium- and long-term debt
● secured Quatrim HY Notes maturing in 2024 for €100
During the first quarter of 2023, the Group redeemed all of its
outstanding EMTNs at maturity, for €36 million, and carried
out partial early redemptions of the following debt issues:
● unsecured EMTNs maturing in 2026 for €75 million,
comprising: EMTNs maturing in 2026 for €46 million (of
which €11 million were cancelled) and high yield bonds
maturing in 2026 for €29 million;
● unsecured debt maturing in 2027 for €9 million;
million (all of which were cancelled).
The last three quarters of 2023 were devoted to the Group's
financial restructuring, kicked off with the opening of
Conciliation proceedings on 25 May 2023 (Note 2).
The Company and a number of financial instruments concerned by the financial restructuring continue to be rated by Fitch
Ratings:
Financial instrument ratings
Fitch Ratings
Casino, Guichard-Perrachon
Restricted default since 29 August 2023
Secured notes
Term Loan B
Unsecured notes
CCC since 29 August 2023
C since 29 August 2023
C since 2 May 2023
At 31 December 2023, the Group's financial instruments
were no longer rated by Moody's, Scope Ratings or Standard
& Poor's.
The HY Note 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.
Surety rights have also been granted in respect of
miscellaneous liabilities totalling €9 million (mainly loans
to companies-stores).
Excluding these financing arrangements, debt carried by
Casino, Guichard-Perrachon and its main subsidiaries is not
secured by collateral or pledged assets.
■ Casino, Guichard-Perrachon debt covenants
At 31 December 2023, Casino, Guichard-Perrachon was required to comply with the following covenants under the July
2021 RCF, determined at the level of the France Retail and E-commerce segments and based on quarterly calculations
performed on a rolling 12-month basis:
Type of covenant (France and E-commerce)
Secured gross debt(1)/Adjusted EBITDA(2)
not more than 3.5x
Adjusted 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
2023
RCF for
€2,051 million
Quarterly
11.5
0.6
(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 holding companies reported in the Latam Retail segment (notably Segisor).
At 31 December 2023, the debt concerned was mainly (i) the Term Loan B for €1,425 million, (ii) HY Notes for €553 million, and (iii) the RCF facility
drawn for €2,051 million.
(2) Adjusted 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.
The Group was in breach of its covenants at 31 December 2023, but the lenders waived their application until the financial
restructuring completion date. As a result, the debts in default have been reclassified as current.
180
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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/Ajusted 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: Adjusted EBITDA(2)/Fixed charges(2): > 2
- Secured debt leverage: Consolidated leverage(2)/Adjusted
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 in TSSDIs
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
■ Financing of subsidiaries subject to covenants
● 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 €1,281 million at 31
December 2023, 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 TSSDIs 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 HY
Notes/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 HY Note issue, Quatrim, the wholly owned subsidiary
of Casino, Guichard-Perrachon that issued the notes, would
launch a tender offer (at a specified price) in which investors
could participate.
Most of the Group’s other loan agreements – primarily concerning Monoprix – contain hard covenants (see table below).
Subsidiary
Type of covenant
Frequency of tests
Monoprix
Exploitation
Gross debt/Adjusted EBITDA < 2.0(1)
Annual
Main types of debt
subject to covenant
€130 million syndicated
credit line
(1) Monoprix Exploitation’s covenant is based on its individual financial statements.
These covenants were respected at 31 December 2023.
(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.
181
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
■ Exposure to liquidity risk
The table below presents an analysis by maturity of financial liabilities at 31 December 2023, 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 2023
(€ 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)
851
241
376
2,660
Current put options granted to owners
of non-controlling interests
1
1
89
-
20
-
4,148
7,443
91
39
Lease liabilities
461
423
385
556
566
2,391
1,698
Trade payables and other financial
liabilities
3,457
13
9
-
14
3,492
3,492
TOTAL
4,771
678
858
3,216
600
10,123
12,671
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
TOTAL
-
-
-
88
(90)
-
-
-
-
(2)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
88
(90)
-
-
-
-
(2)
(3)
(1)
In 2023, cash flows reflect the effective completion of the financial restructuring set out in Note 2.
182
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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
-
907
1,555
4,058
215
8,516
161
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)
183
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
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:
● 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
● 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 in 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.
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.
184
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
12.1. Capital management
The financial restructuring currently under way, which is due
to be completed at the end of March 2024, will significantly
alter the Company's capital (Note 2).
Apart from legal requirements, the Group is not subject to
any external minimum capital requirements.
12.2. Share capital
At 31 December 2023, the Company's share capital amounts
to €165,892,132 and is composed of 108,426,230 ordinary
shares issued and fully paid (unchanged from 31 December
2022). The shares have a par value of €1.53.
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.
12.4. Treasury shares
Treasury shares result from Shareholder-approved buybacks
of Casino, Guichard-Perrachon SA shares. As at 31 December
2023, a total of 445,450 shares were held in treasury,
representing €0.3 million (31 December 2022: 68,420
shares representing €2 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
2023, 440,000 treasury shares were held under the liquidity
agreement, representing €0.3 million (31 December 2022:
0 shares).
12.5. TSSDI (undated deeply
subordinated notes)
At the beginning of 2005, the Group issued 600,000
TSSDIs for a total amount of €600 million. The notes 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. They pay interest at the ten-year
constant maturity swap rate plus 100 bps, capped at 9%.
In 2023, the average coupon was 4.1% (2022: 2.69%).
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 notes are carried in equity for the
amount of €1,350 million. Issuance costs net of tax have
been recorded as a deduction from equity.
12.6. Breakdown of other reserves (attributable to owners of the parent)
(€ millions)
At 1 January 2022
Movements for the year
At 31 December 2022
Movements for the year
At 31 December 2023
Cash flow
hedges
Net
investment
hedges
(14)
7
(7)
4
(4)
(1)
-
(1)
-
(1)
Foreign
currency
translation
adjustments (1)
Actuarial
gains and
losses
(2,963)
(103)
121
(2,842)
502
(2,340)
34
(70)
(16)
(85)
Equity
instruments(2)
Debt
instruments(2)
(4)
(30)
(33)
(51)
(85)
(1)
-
(1)
-
(1)
Total
other
reserves
(3,086)
132
(2,955)
439
(2,516)
(1) Nearly all of the foreign currency translation adjustments attributable to owners of the parent will be reclassified to the income statement
in connection with the disposal of GPA and Éxito.
(2) Financial instruments at fair value through other comprehensive income.
185
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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 2023
(€ 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
2023
Movements
for the year
31
December
2023(1)
1 January
2023
Movements
for the year
(2,118)
(273)
(385)
(93)
20
4
1
-
540
(67)
12
12
-
6
-
-
(1,578)
(3,320)
(340)
(373)
(81)
20
10
1
-
(127)
(689)
(48)
2
-
-
(1)
67
(98)
141
(14)
-
-
-
-
31
December
2023
31
December
2023
(3,253)
(4,831)
(225)
(548)
(62)
2
-
-
(1)
(565)
(921)
(142)
22
10
1
(1)
TOTAL FOREIGN CURRENCY
TRANSLATION ADJUSTMENTS
(2,842)
502
(2,340)
(4,183)
95
(4,087)
(6,427)
(1) Nearly all of the foreign currency translation adjustments attributable to owners of the parent will be reclassified to the income statement
in connection with the disposal of GPA and Éxito.
■ 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
(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
-
-
-
31
December
2022
31
December
2022
(3,320)
(5,438)
(127)
(689)
(48)
2
-
-
(1)
(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)
186
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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 (OCI)
Net change in fair value
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 2023 and 2022 was not material.
2023
2022
6
1
-
4
1
-
-
-
-
-
581
128
-
453
-
(51)
(51)
-
(16)
(21)
5
16
-
-
17
-
-
-
-
8
-
-
9
(2)
(1)
(1)
-
-
-
194
173
-
21
-
(30)
(30)
-
34
46
(11)
2
2
-
-
-
-
536
208
187
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
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
1 January 2022
GPA(1)
Sendas
Grupo
Éxito(2)
Other(6)
Total
Brazil
Brazil Colombia
697
745
1,377
62
2,880
% 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
% of ownership interests held by non-controlling interests(3)
59.1%
69.5%
% of voting rights held by non-controlling interests(3)
59.1%
69.5%
Net profit (loss)
Other comprehensive income (loss)(4)
Dividends paid/payable
Other movements(5)
31 DECEMBER 2023
% of ownership interests held by non-controlling interests(3)
% of voting rights held by non-controlling interests(3)
(997)
24
25
127
38
59.1%
59.1%
Average % of ownership interests held by the Group in 2023
40.9%
% of ownership interests held by the Group at 31 December 2023 40.9%
12
20
-
(919)
-
-
-
-
-
45
(106)
(65)
33
1,284
60.5%
60.5%
(463)
52
(63)
(167)
643
60.5%
60.5%
39.5%
39.5%
(15)
10
(1)
(137)
(82)
(29)
129
(53)
20
2,947
(19)
(1,468)
-
(1)
97
(5)
97
(39)
(862)
675
In 2022, GPA excluding Éxito, Uruguay and Argentina. Since the Éxito/GPA spin-off in 2023, GPA no longer controls the Éxito group.
(1)
(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 2023 (and 31 December 2022), Casino held 40.9% of the capital and voting rights
of GPA and exercised de facto control owing to the fact that (i) a majority of members of the GPA Board of Directors were nominated by
Casino, and (ii) the remaining shares were held by a large number of other investors.
(4) Other comprehensive income (loss) consists mainly of exchange differences arising on translation of foreign subsidiaries’ financial statements.
(5) Other movements in 2023 mainly reflect the disposal of Sendas and the reclassifications described in the consolidated statement of changes
in equity.
(6) Primarily Cnova.
12.9. Dividends
The Annual General Meeting of 10 May 2023 approved the decision not to pay any dividend in 2023 in respect of 2022.
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 TSSDIs is as follows:
(€ millions)
Coupons payable on TSSDIs (impact on equity)
of which amount paid during the year
of which amount payable in the following year
Impact on the statement of cash flows 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
2023
2022
55
35
19
42
35
7
47
41
7
42
41
2
188
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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:
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.
● numerator: earnings for the period are adjusted for
dividends on TSSDIs;
● denominator: the basic number of shares is adjusted
to include potential shares corresponding to dilutive
instruments (equity warrants, stock options and free
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
2023
2022
Weighted average number of shares outstanding during the year
Total ordinary shares
Ordinary shares held in treasury
108,426,230
108,426,230
(335,938)
(317,857)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES BEFORE DILUTION
Free share plans(1)
(1) 108,090,292 108,108,373
-
-
TOTAL DILUTED NUMBER OF SHARES
(2) 108,090,292 108,108,373
(1) At 31 December 2023, 1,179,312 shares held for allocation under free share plans were excluded from the calculation of the weighted average
number of ordinary shares (diluted) because their effect would have been anti-dilutive.
12.10.2. Profit (loss) attributable to ordinary shares
(€ millions)
NET PROFIT (LOSS) ATTRIBUTABLE
TO OWNERS OF THE PARENT
2023
2022 restated
Continuing
operations
Discontinued
operations(1)
Continuing
operations
Discontinued
operations(1)
Total
Total
(2,558)
(3,103)
(5,661)
(185)
(130)
(316)
Dividend payable on TSSDIs
(55)
-
(55)
(47)
-
(47)
NET PROFIT (LOSS) ATTRIBUTABLE
TO HOLDERS OF ORDINARY
SHARES
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.
(3)
(2,612)
(3,103)
(5,715)
(232)
(130)
(363)
-
-
-
-
-
-
(4)
(2,612)
(3,103)
(5,715)
(232)
(130)
(363)
(3)/(1)
(24.17)
(28.71)
(52.87)
(2.15)
(1.21)
(3.36)
(4)/(2)
(24.17)
(28.71)
(52.87)
(2.15)
(1.21)
(3.36)
189
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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.
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
2023
Additions
2023
Reversals
(used)
2023
Reversals
(not
used)
2023
Changes
in scope
of consol-
idation
537
103
104
744
515
229
219
83
41
(30)
(28)
(59)
(146)
(14)
(9)
343
(117)
(168)
213
131
(21)
(96)
(143)
(25)
(38)
15
(4)
(27)
(38)
11
Effect of
move-
ments in
exchange
rates Other(1)
24
(517)
-
-
25
24
-
12
(1)
(506)
(526)
20
31
December
2023
50
172
73
294
25
269
(1) Mainly reflecting the reclassification of GPA and Éxito as held for sale at 31 December 2023, in accordance with IFRS 5.
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.
190
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
13.2. 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 URSSAF, representing a risk of €13 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 INCAA
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 (including AMC) 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 seven suppliers. AMC was ultimately
ordered to refund credit notes issued in 2013 and 2014
by the seven 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 Paris Court of Appeal handed down its ruling on 25
October 2023, ordering AMC and the banners to pay a
fine of €600 thousand (reduced from €1 million) and to
reimburse unjustified payments to four suppliers (reduced
from seven) in the amount of €1.9 million. The total cost
of this ruling, in the amount of €2.5 million, is covered by
a provision. The DGCCRF still has the option of appealing
to the French Supreme Court.
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. In a ruling dated 15 March 2023,
the Court of Appeal upheld the civil fine of €2 million.
The Group has appealed in cassation and the matter is
currently pending.
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.
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. On 9 March
2023, the European Union Court of Justice handed down
a judgement annulling in its entirety the decision ordering
the raids and seizures carried out in February 2017 at the
premises of the above-mentioned companies and ordering
the European Commission to pay the costs. The European
Commission duly acted on this rare decision and officially
closed the procedure on 18 April 2023.
With regard to the decisions authorising the second series of
raids and seizures in May 2019, which were also the subject
of a pending appeal, the Commission decided at end-June
2023 to withdraw the contested decisions. However, in view
of the Commission's persistent refusal to compromise on
the amount of costs it was ordered to pay by the ruling of
9 March 2023, the Casino group companies have decided
to bring an action before the Court of the European Union
asking it to uphold their claim for reimbursement of their
court costs and other legal costs estimated at more than
€5 million.
191
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 handed down its decision on 14 December 2023,
concluding that Cnova owed BRL 15 million, to be adjusted
for inflation. Cnova and Via Varejo each submitted requests
for corrections and clarifications to the court's decision,
in particular regarding the calculation of the inflation
adjustment. Cnova's management estimates the risk at
between BRL 17 million and BRL 27 million. A provision of
BRL 18 million (€3 million) has been booked for this matter.
A new court decision is expected by the end of March 2024.
■ Guarantee given to GPA
Casino gave a specific guarantee to GPA concerning
notifications of tax adjustments received from the tax
administration, for a total amount of BRL 2,425 million
(€452 million) at 31 December 2023 (31 December 2022:
BRL 1,922 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 1,213 million (€226 million) (31 December 2022:
BRL 961 million, representing €170 million). As the risks
of liability were only considered possible, Casino did not
recognise a provision in its financial statements for this
amount. In accordance with the decision of the Commercial
Court on the Accelerated Safeguard Plan handed down
on 26 February 2024, this guarantee is now extinguished.
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 €3.6 million, of which
€3.2 million for strategic advisory services and €0.4 million
for the provision of premises.
Related-party transactions with individuals (Directors,
corporate officers and members of their families) are not
material.
192
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 15 SUBSEQUENT EVENTS
Sale of Éxito
Following the tender offers launched in the United States
and Colombia by the Calleja group for the share capital of
Almacenes Éxito S.A. ("Éxito"), Casino Group announced on 26
January 2024 that it had completed the sale of its 34.05%
direct interest in Éxito (Note 2), confirming the information
published on 16 October 2023 and 11 December 2023.
Grupo Pão de Açúcar ("GPA"), a Brazilian company controlled
by Casino Group, also tendered its 13.31% stake in Éxito
to the offers.
At the close of the offer period, the Calleja group held
86.84% of the capital of Éxito. The gross proceeds received by
Casino Group amounted to USD 400 million (€357 million
collected net of costs), and the gross proceeds received by
GPA amounted to USD 156 million.
Casino Group and GPA no longer hold any shares in Éxito
following these transactions.
Disposal of Casino France hypermarkets and supermarkets (Note 2)
On 18 December 2023, Casino Group launched exclusive
negotiations for the sale of almost all of its hypermarket
and supermarket outlets (excluding Codim 2, which owns
the hypermarkets and supermarkets located in Corsica, and
including franchised stores, subject to their agreement).
On completion of the negotiations, the Group announced
that it had reached agreements with Auchan Retail France
(unilateral purchase agreement) and with Groupement Les
Mousquetaires (memorandum of understanding with a draft
purchase agreement attached).
The agreements provide for the sale of 288 stores (and their
adjoining service stations), based on an enterprise value of
between €1.3 billion and €1.35 billion. The sale transactions
to Auchan and Groupement Les Mousquetaires constitute
an indivisible whole.
The sales will be completed in the second quarter of 2024,
after consultation with the relevant employee representative
bodies.
The agreements also stipulate that the Aix-en-Provence 1
warehouse (Bouches du Rhône) will continue to operate on
behalf of Auchan and the contracts covering services provided
by the Montélimar Fresh Produce (Drôme), Corbas Frozen
Food (Rhône) and Salon-de-Provence Frozen Food (Bouches
du Rhône) logistics hubs will be transferred to Groupement
Les Mousquetaires, thereby guaranteeing the continuity of
employment at these sites. Groupement Les Mousquetaires
has also asked its partner ID Logistics to look into the possibility
of taking over an additional hub in the Centre-East region.
■ Transfer of employees:
Groupement Les Mousquetaires and Auchan have committed
to:
● taking over the employment contracts of all the employees
working in the transferred stores and adjoining service
stations, in line with the requirements of Article L. 1224-1
of the French Labour Code, and;
● maintaining the conditions of employment and benefits
of the employees working in the stores, as set out in
the agreements negotiated by Casino with employee
representatives, for a period of 15 months from the transfer
date (unless the transferred employees are entitled to
more generous benefits and/or a replacement agreement
is negotiated in accordance with Articles L. 2261-14 et
seq. of the French Labour Code).
■ Other employee-related commitments
Groupement Les Mousquetaires and Auchan Retail France
have also undertaken to encourage Casino Group employees
to apply for open positions or to offer them the opportunity
to become store managers.
An HR monitoring committee will be set up with Groupement
Les Mousquetaires and with Auchan as soon as the first store
disposals take place. The administrators appointed to oversee
implementation of the Accelerated Safeguard Plan will also
oversee these measures.
The agreements provide for the transfer of stores (and their
adjoining service stations) in three successive waves: on 30
April 2024, 31 May 2024 and 1 July 2024.
In addition, in accordance with the memorandum of
understanding signed with Groupement Les Mousquetaires
on 24 January 2024, Carrefour has replaced Groupement
Les Mousquetaires for the acquisition of certain stores that
were initially intended to be acquired by Groupement Les
Mousquetaires.
On 8 February 2024, Carrefour signed a unilateral purchase
agreement concerning the acquisition of 25 stores (and
adjoining service stations) from Casino.
Carrefour has reiterated Groupement Les Mousquetaires
commitments to the employees working in the transferred
stores and service stations.
The disposals will take place on 30 April 2024, after
consultation with the relevant employee representative bodies.
■ Next steps
The transactions will also be subject to the following being
obtained:
● all the usual authorisations required for the transfer of
stores or service stations; and
● the necessary merger control authorisations from the
relevant competition authorities, or the decisions of the
relevant competition authorities granting a waiver with
suspensive effect of the merger control procedure.
193
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
GPA capital increase project and loss of control (Note 2)
The Annual General Meeting of GPA held on 22 January 2024
(on second call) approved resolutions concerning the issue
of 800 million new ordinary shares and GPA management's
proposal to elect a new Board of Directors (Note 2).
If the proposal is implemented and a new Board of Directors
is appointed, Casino will cease to control GPA.
As the loss of control of GPA is considered highly probable,
in accordance with IFRS 5 – Non-current Assets Held for Sale
and Discontinued Operations (Note 3.5.1):
● the assets and liabilities held for sale are presented on a
separate line of the consolidated statement of financial
position at 31 December 2023;
● in the 2023 consolidated financial statements, GPA’s
net profit or loss for 2022 and 2023 is presented on a
separate line in the income statement – “Net profit (loss)
from discontinued operations” – and its cash flows under
“discontinued operations” in the statement of cash flows.
Approval of the Accelerated Safeguard Plan (Notes 1.2.2 and 2)
In rulings handed down on 26 February 2024, the Paris
Commercial Court, after having acknowledged that all
conditions precedent had been satisfied, approved the
Accelerated Safeguard Plans for Casino and certain of its
subsidiaries, examined at hearings held on 5 February
2024 and 12 February 2024. The Paris Commercial Court
appointed Thévenot Partners (Aurélia Perdereau), FHBX
(Hélène Bourbouloux) and Abitbol & Rousselet (Frédéric
Abitbol) as administrators to oversee the implementation
of the Accelerated Safeguard Plans (i.e., four years). These
judgements may be appealed by the court-appointed
receivers, the judicial representatives, the central social and
economic committee of Distribution Casino France (for
Distribution Casino France’s judgement only), the employee
representative of the Company (for the Company’s judgement
only) and the public prosecutor. These judgements may also
be subject to third-party objection. With the exception of
the public prosecutor's appeal, none of these appeals has
suspensive effect. In the absence of a suspensive appeal, it is
anticipated that all transactions provided for in the financial
restructuring will be completed on 27 March 2024, subject to
AMF approval of the prospectus relating to the various share
issues provided for in Casino's Accelerated Safeguard Plan.
NOTE 16 STATUTORY AUDITORS' FEES
Statutory Auditors’ fees for the year ended 31 December 2023
(€ thousands)
Statutory audit and review of the parent company and consolidated financial statements
Non-audit services
TOTAL
KPMG
Deloitte
5,631
84
5,197
1,246
5,715
6,443
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.
194
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 17 MAIN CONSOLIDATED COMPANIES
At 31 December 2023, Casino Group comprised 1,489 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
AUXO Private Label
Monoprix group
Les Galeries de la Croisette
Monoprix
Monoprix Exploitation
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 Ile-de-France 2
Holdi Mag
Pro Distribution
Sarjel
Sédifrais
Codim group
Codim 2
Hyper Rocade 2
Pacam 2
Poretta 2
Prodis 2
2023
2022
%
control
%
interest
Consolidation
method
%
control
%
interest
Consolidation
method
Parent
Parent
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
30
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
72.5
100
100
100
100
100
100
100
100
100
100
30
70
30
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
72.5
100
100
100
100
100
100
100
FC
FC
FC
EM
EM
EM
FC
FC
FC
FC
FC
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
72.5
100
100
100
100
100
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
100
100
100
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
FC
FC
FC
FC
195
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Company
Property and Energy
GreenYellow Holding
L’immobilière Groupe Casino
Sudeco
Uranie
Other businesses
Casino Finance
ExtenC
Perspecteev
RelevanC
Inlead
Infinity Advertising
IRTS
Global Retail Services
E-COMMERCE
Cnova NV group (listed company)
Cdiscount
C-Logistics
Cnova Pay
INTERNATIONAL – POLAND
Mayland Real Estate
INTERNATIONAL – BRAZIL
Wilkes
GPA group (listed company)
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)
Financeira Itaú CBD SA – Crédito,
Financiamento e Investimento (FIC)
2023
2022
%
control
%
interest
Consolidation
method
%
control
%
interest
Consolidation
method
10.15
100
-
100
100
100
49
100
100
50
100
50
10.15
100
-
100
100
100
49
100
100
50
100
50
99�02
100
100
100
98�91
98.91
99.08
98.91
EM
FC
-
FC
FC
FC
EM
FC
FC
EM
FC
EM
FC
FC
FC
FC
11.81
100
100
100
100
100
49
100
100
50
100
50
11.81
100
100
100
100
100
49
100
91.31
50
100
50
99.48
100
100
100
78.83
78.89
82.21
78.83
100
100
FC
100
100
100
100
40.92
40.92
25
17.88
100
100
100
100
-
-
-
-
FC
FC
EM
FC
FC
-
-
FC
FC
FC
FC
FC
FC
EM
FC
FC
FC
100
100
40.92
40.92
25
17.88
100
100
100
100
30.51
30.51
25
17.88
96.52
39.50
97.95
97.95
51
51
90
100
50
51
26.01
45.90
100
50
75.10
62.49
100
100
100
100
EM
FC
FC
FC
FC
FC
EM
FC
FC
EM
FC
EM
FC
FC
FC
FC
FC
FC
FC
EM
FC
FC
FC
EM
FC
FC
FC
FC
FC
FC
EM
FC
FC
FC
INTERNATIONAL – COLOMBIA, URUGUAY AND ARGENTINA
Éxito group (listed company)
Éxito Industrias S.A.S.(3)
Trust Viva Malls(3)(5)
Trust Viva Villavincencio(3)
Trust Barranquilla(3)
Logistica y transporte de Servicios S.A.S.(3)
Tuya SA(3)
Grupo Disco (Uruguay)(3)(4)
Devoto (Uruguay)(3)
Libertad (Argentine)(3 )
96.52
39.50
97.95
97.95
51
51
90
100
50
51
26.01
45.90
100
50
69.15
69.15
100
100
100
100
196
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Company
2023
2022
%
control
%
interest
Consolidation
method
%
control
%
interest
Consolidation
method
FRENCH AND INTERNATIONAL HOLDING COMPANIES
Casino Participations France
Géant Holding BV
Géant International BV
Gelase
Helicco
100
100
100
100
100
100
100
100
39.50
100
Intexa (listed company)
98.91
97.91
Quatrim
Segisor SA
Tevir SA
CBD Luxembourg Holding
100
100
100
100
100
100
100
100
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
100
100
100
100
100
100
100
100
39.50
100
98.91
97.91
100
100
100
-
100
100
100
-
FC
FC
FC
FC
FC
FC
FC
FC
FC
-
(1) The percentage interests correspond to the percentages held by GPA.
(2) FIC finances purchases made by GPA's customers. This entity was created through a partnership between Banco Itaú Unibanco SA (“Itaú
Unibanco”) and GPA, and is accounted for by the equity method as GPA exercises significant influence only over its operating and financial
policies.
(3) The percentage interests correspond to the percentages held by the Éxito sub-group.
(4) 6.66% of non-controlling interests were bought out by Éxito during the year. The August 2021 agreement giving Éxito 75% of the voting rights
has become null and void.
(5) 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.
197
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 2023.
Standard
(Group application date)
Amendments to IAS 1
Description of the standard
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.
Amendments to IFRS 16
These amendments will be applicable on a retrospective basis.
However, entities are required to provide information on long-term
debt subject to covenants in the notes to the financial statements.
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.
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 7 and IFRS 7
These amendments will be applicable on a prospective basis.
Reverse factoring – Supplier finance
arrangements
They are intended to improve financial information relating to
supplier finance arrangements.
(1 January 2024)
198
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.7. PARENT COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.7.1. STATUTORY AUDITORS’ REPORT ON THE FINANCIAL
STATEMENTS
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 regulation and French law, such as information about the appointment of the
statutory auditors or verification of 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.
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 2023, 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.
Justification of Assessments -
Key Audit Matters
In accordance with the requirements of Articles L. 821-53
and R. 821-180 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 judgment, 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, and we do not provide a separate opinion
on specific items of the financial statements.
Year ended 31 December 2023
To the Annual general meeting of Casino, Guichard-Perrachon
S.A.,
Opinion
In compliance with the engagement entrusted to us by the
Annual general meeting, we have audited the accompanying
financial statements of Casino Guichard-Perrachon S.A. for
the year ended 31 December 2023.
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 2023, 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
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.
Our responsibilities under those standards are further
described in the “Statutory Auditors’ Responsibilities for
the Audit of the Financial Statements” section of our report.
199
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Measurement of equity securities
Risk identified
Our response
See Notes “Significant accounting policies” and 8 “Long-term investments” to the financial statements
As at 31 December 2023, the net carrying amount of
investments in subsidiaries and associates recognised on
the Company's balance sheet amounted to an aggregate
€8,785 million, i.e. approximately 86% of total 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 the Note “Significant accounting policies” and in Note 8
“Long-term investments” to the financial statements, is lower
than their net carrying amount.
We considered the measurement of equity securities to be
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; and
the sensitivity of this measurement to certain assumptions.
We assessed the compliance of the methodology
implemented by the Company with applicable accounting
standards.
We also assessed the main estimates used by the Company
to determine value in use by analysing, as appropriate:
the documentation used to determine the value in use
of the investments;
the methods used to determine the estimated sale price
when a subsidiary or sub-group is being sold;
the assumptions underlying value in use when it is
determined on the basis of 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 profit margin 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 as the subsidiary or sub-group
concerned;
- the sensitivity scenarios used by the Company, for which
we verified the arithmetical accuracy.
Finally, we assessed the appropriateness of the disclosures
in the notes to the financial statements.
Assessment of the going concern assumption
Risk identified
Our response
See Note “SIGNIFICANT ACCOUNTING POLICIES – Going concern” to the financial statements
As stated in Note 2 “SIGNIFICANT ACCOUNTING POLICIES
– Going concern” to the financial statements, the Group’s
net debt amounted to an aggregate €6.2 billion at
31 December 2023 (not including IFRS 16 liabilities which
amounted to €1.7 billion), of which €1.7 billion and €1.8 billion,
respectively, relate to contractual principal repayments
(if there is no default on payment) of debt maturing in
financial years 2024 and 2025.
The Group’s cash position does not enable it to repay its
debts.
The financial restructuring plan drawn up aims to cut the
Group's net debt by €4.6 billion and to rebuild consolidated
shareholders' equity, particularly through the injection of
€1.2 billion in new money.
Regarding implementation of the financial restructuring
plan, we have examined the arguments presented by
Management supporting the assumptions used concerning
the expected effective execution of the plan, the risk of an
appeal by the public prosecutor, and the material completion
of the corresponding legal transactions.
Regarding the cash flow forecasts used to determine the
Group's ability to meet its estimated cash requirements up
to 31 March 2025 (and, consequently, the same ability of its
parent company Casino, Guichard-Perrachon S.A.), we have:
reconciled the starting point of these cash flow forecasts
with the consolidated financial statements for the year
ended 31 December 2023;
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
analysed and examined the main assumptions used by
Management to determine these cash flow forecasts, and
assessed their consistency with our knowledge of the
Group and with the 2024-2028 Business Plan prepared
by the Consortium;
assessed the impact of the implementation of the financial
restructuring as set out in the safeguard plan, particularly
as regards the reduction in Group debt and the effects of
agreements entered into for the disposal of hypermarkets
and supermarkets;
gained an understanding of the draft bank agreements
relating to the reinstated TLB and RCF loans, and studied
the default clauses to confirm that the Company is exempt
from ratio calculations for a period of 18 months following
the date of financial restructuring;
a s ke d M a n a g em e n t a b o u t i t s k n ow l e d g e of a ny
subsequent events or circumstances after 26 February
2024 that could jeopardize the Group's ability to continue
as a going concern.
We have also assessed the appropriateness of the disclosures
on the going concern principle used to prepare the
financial statements, as presented in Note 2 “SIGNIFICANT
ACCOUNTING POLICIES - Going concern”.
Thus, taking into account (i) the €1.2 billion injection of
new money, (ii) the settlement of unsecured financial debt
borne by the Group (total nominal amount of €3.5 billion
excluding super subordinated notes (TSSDI)), (ii) refinancing
(€2.7 billion), (iii) keeping operating liabilities stable, and
(iv) €0.6 billion in debt payments at the financial restructuring
date (including restructuring costs), the restated amount of
net financial debt at end-2023 would be €1.5 billion, assuming
that Monoprix’s new credit line for a maximum amount of
€100 million is not drawn down.
This financial restructuring plan will be implemented as part
of an accelerated safeguard plan that the Paris Commercial
Court passed on 26 February 2024, after all conditions
precedent were lifted and the Casino Group's shareholders
and creditors, convened by category of affected party, voted
favourably on the draft accelerated safeguard plans. This
approval was the final step prior to carrying out the Group’s
financial restructuring.
This ruling of the Paris Commercial Court on the accelerated
safeguard plans of both the Company and the other six entities
involved in the accelerated safeguard proceedings, may be
appealed by court-appointed receivers, court-appointed
agents, the central works committee of Distribution Casino
France (solely as concerns the ruling concerning Distribution
Casino France), the Company employee representative
(solely as concerns the ruling concerning the Company) and
the public prosecutor (ministère public). The accelerated
safeguard plans may also be contested by any interested
third parties (tierce opposition). Except for an appeal lodged
by the public prosecutor, none of these proceedings would
suspend the ruling.
However, despite the public prosecutor's unfavourable
opinion of the accelerated safeguard plan of Distribution
Casino France (DCF), the Board of Directors of Casino,
Guichard-Perrachon does not anticipate that the public
prosecutor will appeal since it issued a favourable opinion of
the other six plans, which form an inseparable whole along
with the DCF plan, and given the major financial and social
issues of the restructuring under way.
On condition that the public prosecutor does not appeal, the
final stage in the effective implementation of the plan (once
the French Markets Authority (AMF) approves the prospectus
for the security issues outlined in the accelerated safeguard
plan) will involve capital increase subscriptions on the part
of the Consortium and the creditors who have committed
to subscribing to the capital increases, in accordance with
the safeguard plan.
Based on the foregoing, and taking into account the Board
of Directors’ assessment of liquidity risk over the period up
to 31 March 2025, the Board of Directors has approved the
financial statements for the year ended 31 December 2023
on a going concern basis, based on the assumption that the
financial restructuring described above will be executed in
the latter two weeks of March 2024.
We considered the assessment of the going concern
assumption to be a key audit matter due to the Group’s
financial position and, consequently, that of its parent
company Casino, Guichard-Perrachon S.A.; the potential risks
associated with effective implementation of the financial
restructuring plan; and Management’s use of judgements
and estimates in preparing the cash flow forecasts used to
determine the Group's ability to meet its estimated cash
requirements over the next twelve months.
201
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Specific verifications
We 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 with respect to
the financial position and the financial
statements provided to the Shareholders
We have no matters to report as to the fair presentation
and the consistency with the financial statements of the
information given in the management report of the Board
of Directors and in the other documents with respect to the
financial position and the financial statements provided to
Shareholders.
We attest the fair presentation and the 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).
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 .
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, 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
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.
Report on Other Legal and Regulatory
Requirements
Format of presentation of the 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 the statutory auditor relating to the annual
and consolidated financial statements presented in the
European single electronic format, that the presentation
of the financial statements intended to be included in the
annual financial report mentioned in Article L.451-1-2, of
the French Monetary and Financial Code (Code monétaire et
financier), prepared under the responsibility of Chairman and
Chief Executive Officer, complies with the single electronic
format defined in the European Delegated Regulation No
2019/815 of 17 December 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 general meetings held on
29 April 2010, for Deloitte & Associés and on 10 May 2022,
for KPMG S.A.
As at 31 December 2023, Deloitte & Associés was in its
fourteenth year of uninterrupted engagement and KPMG
S.A. in its second year of uninterrupted engagement.
Responsibilities 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.
202
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
The Audit Committee is responsible for monitoring the
financial reporting process and the effectiveness of internal
control and risks 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.821-55 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 judgment 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.
● 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 program 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 judgment,
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) N° 537/2014,
confirming our independence within the meaning of the
rules applicable in France such as they are set in particular by
Articles L.821-27 to L.821-34 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 and Lyon, 11 March 2024
The Statutory Auditors
KPMG S.A.
Éric ROPERT
Partner
Rémi VINIT-DUNAND
Partner
DELOITTE & ASSOCIÉS
Stéphane RIMBEUF
Partner
203
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.7.2. INCOME STATEMENT
Compte de résultat
(€ millions)
Operating income
Operating expenses
Operating profit
Net financial income (expense)
Recurring profit (loss) before tax
Net non-recurring income (expense)
Income tax benefit (expense)
NET PROFIT (LOSS)
Notes
3
3
4
5
6
2023
123
(113)
10
(9,843)
(9,833)
(112)
(76)
(10,021)
2022
143
(128)
14
(89)
(75)
(65)
78
(62)
204
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Statement of financial 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
Notes
2023
2022
7
7
8
9
10
10
11
Notes
12
13
14
15
15
16
17
8
(5)
3
30
(22)
8
20,069
(10,489)
9,581
9,592
589
-
1
591
1
9
(4)
5
46
(36)
10
20,089
(3,726)
16,364
16,378
762
2
37
803
10
10,184
17,190
196
-
25
3
2023
(2,273)
1,350
2,557
4,599
75
28
3,779
70
8,550
-
2022
7,749
1,350
32
4,646
34
14
3,340
24
8,059
2
10,184
17,190
7,924
626
-
3,660
4,400
-
205
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Statement of cash flows
(€ 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 (used in) 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
Change in loans and advances granted
Net cash from investing activities (B)
Dividends paid to shareholders
Share buybacks
Proceeds from new borrowings
Repayments of borrowings
Net cash used in financing 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 10)
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 9)
Current accounts (Note 10)
Other operating payables
Other operating receivables
CHANGE IN WORKING CAPITAL
206
2023
(10,021)
9,451
7
135
(428)
112
(316)
(9)
24
(3)
13
-
-
-
(119)
(119)
(422)
(3,360)
(3,782)
2022
(62)
271
2
(18)
193
(321)
(128)
(1)
146
(2)
143
-
-
-
(547)
(547)
(532)
(2,828)
(3,360)
(3,779)
(3,340)
2
(5)
39
(59)
2023
41
(12)
(34)
14
103
112
2022
3
(11)
(320)
(5)
12
(321)
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.7.3. NOTES TO THE FINANCIAL STATEMENTS
Detailed summary of notes to the parent company financial statements
Note 1. Significant events of the year ���������������������������208
Note 13. Quasi-equity ��������������������������������������������������������������������228
Note 2. Significant accounting policies ������������������������215
Note 14. Provisions ��������������������������������������������������������������������������228
Note 3. Operating profit ������������������������������������������������������������219
Note 15. Loans and other borrowings ������������������������������229
Note 4. Net financial income (expense) ��������������������� 220
Note 16. Other liabilities ��������������������������������������������������������������233
Note 5. Net non-recurring income (expense) ����������221
Note 17. Deferred income and other liabilities ��������233
Note 6. Income tax benefit �����������������������������������������������������221
Note 18. Transactions and balances
Note 7. Intangible assets and property
with related companies ����������������������������������������233
and equipment ������������������������������������������������������������222
Note 19. Off-balance sheet commitments ������������������233
Note 8. Long-term investments �����������������������������������������223
Note 20. Currency risk �������������������������������������������������������������������234
Note 9. Trade and other receivables �������������������������������225
Note 21. Equity risk �������������������������������������������������������������������������234
Note 10. Casino finance current account
Note 22. Gross compensation and benefits
and net cash and cash equivalents ��������������225
of directors and officers �����������������������������������������234
Note 11. Prepayments and other assets ������������������������226
Note 23. Consolidation �����������������������������������������������������������������234
Note 12. Equity �����������������������������������������������������������������������������������227
Note 24. Subsequent events ����������������������������������������������������235
207
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTES TO THE 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.
NOTE 1. SIgNIFICANT EVENTS OF THE YEAR
Financial restructuring of the Group
Due to the inflationary environment in 2022 and the Group's
specific financial constraints, the drop in hypermarket
and supermarket sales that began in the fourth quarter of
2022 intensified in the first half of 2023, leading to a sharp
decline in the Group's profitability and cash flow generation,
even though sales from the other food banners (Monoprix,
Franprix and Casino convenience banners) remained close
to market levels.
The price repositioning strategy implemented in the last
quarter of 2022 (and stepped up in the first quarter of
2023) led to a gradual recovery in traffic and volumes in
supermarkets and the trend was reversed in hypermarkets,
but at a pace and at a cost that proved incompatible with
the Group's resources, due to: (i) intensified competition and
the need to invest more in prices to maintain the target price
positioning, and (ii) the lag time before improvements in
terms of sales could be seen, once customers and volumes
had recovered.
Given the complexity of the Group's debt structure, these
factors led it to submit a proposal to restructure its debt at
the end of the second quarter of 2023.
In parallel, a letter of intent received from EPGC on 24 April
2023 prompted the Group to ask certain of its creditors to
agree to it seeking an authorisation to enter into conciliation
proceedings. The purpose of these proceedings would be
to determine the best solution for securing the long-term
future of the Group’s operations, given the two strategic offers
that were under consideration: (i) an offer under discussion
with Groupement Les Mousquetaires and TERACT, and
(ii) an offer by EPGC and Fimalac to underwrite a €1.1 billion
capital increase.
After obtaining the necessary authorisations from its lenders
and noteholders, the Company and certain of its subsidiaries
requested and obtained, on 25 May 2023, the appointment
of Thévenot Partners (Maître Aurélia Perdereau) and SCP
BTSG² (Maître Marc Sénéchal) as conciliators (conciliateurs),
tasked with assisting the Company and the relevant
subsidiaries in their discussions with all stakeholders.
In parallel, an Ad Hoc Committee was set up, comprised
of almost all of the Group’s Independent Directors and
the Company’s Audit Committee members, to monitor
discussions about the financial restructuring.
Shortly after the opening of the conciliation proceedings,
a report issued by Accuracy revealed potential liquidity
requirements in the very short-term. The Group therefore
implemented various measures to protect its liquidity during
this period, in particular by accumulating public debt.
Discussions were then launched with the Interministerial
Co m m i t te e fo r I n d u s t r i a l R e s t r u c t u r i n g (Co m i té
Interministériel de Restructuration Industrielle – “CIRI”) to
settle on the terms under which certain Group companies
(including Casino, Casino Finance, DCF, CPF, Quatrim,
Monoprix Holding, Monoprix, Monoprix Exploitation,
Segisor, ExtenC, Distribution Franprix, Geimex, RelevanC,
Sédifrais and FPLPH) could defer payment of some of their
tax and social security liabilities between 15 May 2023 and
25 September 2023, to allow them to meet their liquidity
requirements.
On 15 June 2023, following discussions conducted
under the aegis of the conciliators and given the cash flow
requirements identified, the relevant Group companies
and the CIRI reached an agreement in principle allowing
them to defer the payment of the Group's tax and social
security liabilities falling due between 15 May and
25 September 2023, totalling approximately €300 million
(the “Group Public Liabilities”).
In parallel, on 22 and 23 June 2023, the Group also requested
a suspension of the principal and interest payments on its
financial debts falling due on or after 25 May 2023 until the
end of the conciliation proceedings, totalling approximately
€200 million.
As no out-of-court agreement could be reached with the
creditor concerned, the relevant Group companies applied to
the President of the Paris Commercial Court for a suspension
of the payments, which was granted.
On 22 September 2023, a memorandum of understanding
was signed between (i) Casino, on its own behalf and on
behalf of the other Group subsidiaries concerned, DCF,
Monoprix Holding and Monoprix Exploitation, and (ii) the
French State, in the presence of the conciliators, outlining
the terms of the suspension of the Group Public Liabilities,
up to a maximum amount of €305 million (the “Group
Public Liabilities Protocol”).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Under the terms of the Group Public Liabilities Protocol,
the Group companies concerned agree to repay the Group
Public Liabilities owed by each of them in full on the
earlier of (i) 30 April 2024, or (ii) the date on which all of
the transactions agreed as part of the Group's financial
restructuring are completed, even if the time limits for
appeal have not expired. Once repaid, the security interests
and guarantees provided by the relevant Group companies
will be cancelled.
The situation led to two competing strategic proposals:
● one submitted by 3F Holding, the investment vehicle of
Xavier Niel, Matthieu Pigasse and Moez-Alexandre Zouari
("3F Holding"); and
● the other submitted by EPGC and F. Marc de Lacharrière
(Fimalac).
Following a competitive bidding process under the aegis
of the conciliators and the CIRI, it was concluded that the
offer submitted by the Consortium (EPGC, Fimalac and
Attestor) met the threefold objective of massive deleveraging,
rescheduling of debt repayments and new money equity.
As part of the discussions, the Group informed the parties
to the conciliation process of the need, in its opinion, to
convert into equity (i) all the unsecured debt instruments
and (ii) between €1 billion and €1.5 billion of secured debt
(i.e., the RCF and TLB), in order to arrive at a debt structure
compatible with the cash generation projections in the
2024-2028 business plan.
To this end, the Group and the conciliators asked the parties
involved in the conciliation proceedings to submit offers
for new money equity no later than 3 July 2023, followed
by revised offers no later than 14 July 2023, with a view
to finalising an agreement in principle on the terms of the
financial restructuring by 27 July 2023.
On 15 July 2023, EPGC and Fimalac submitted a revised
offer, that Attestor joined, proposing total new money equity
of €1.2 billion (including a €925 million share capital
increase reserved for the parties submitting the offer and a
€275 million share capital increase open to Casino's existing
shareholders and creditors, in order of seniority).
3F Holding did not submit a revised offer.
On 16 July 2023, the Initial Backstop Group sent a letter to
EPGC, Fimalac and Attestor confirming that they intended
to (i) support the revised offer submitted by them the day
before, and (ii) ensure the financing of the €275 million
share capital increase, under certain conditions.
Based on the criteria set out in the Casino press release
published on 17 July 2023 and on the unanimous
recommendation of its Ad Hoc Committee comprising
nearly all of the Independent Directors of the Group, Casino’s
Board of Directors decided to continue negotiations with
the Consortium as well as the Group's creditors to reach an
agreement in principle on the restructuring of the Group's
financial debt by the end of July 2023.
Following this, the existing creditors were given the
opportunity (up until 11:59 on 24 July 2023) to join the
Backstop Group. Several TLB lenders indicated to the
Company and the Consortium their intention to join the
Backstop Group.
On 27 July 2023, following receipt of offers and negotiations,
an agreement in principle was reached with the Consortium
and creditors holding more than two thirds of the TLB on
the financial restructuring (the “Agreement in Principle”).
On the same day, French banking groups (holding, together
with some of the above-mentioned creditors, more than
two-thirds of RCF) agreed in principle to the main terms of
the restructuring as set out in the Agreement in Principle.
On 18 September 2023, the Group also announced that
it had reached an agreement in principle with an ad hoc
group representing a majority of the beneficial owners of
the Quatrim high-yield notes (“Quatrim HY Notes”), to treat
the debts as newly reinstated notes.
Further to the agreements, on 5 October 2023, the Group
entered into a lock-up agreement (the “Lock-Up Agreement”)
relating to its financial restructuring, with (i) EP Equity
Investment, an entity controlled by Daniel Křetínský, Fimalac
and Attestor (the "Consortium") and (ii) creditors that are the
beneficial lenders of 75% of the TLB, the principal commercial
banking groups and some of the above-mentioned creditors
that are the beneficial lenders of 92% of the RCF, as well as
holders of 58% of the Quatrim HY Notes.
The terms and conditions of the Lock-Up Agreement include
a commitment by the signatories to support and carry out
any steps or actions reasonably necessary to implement
and complete the restructuring of the Group in accordance
with the Lock-Up Agreement and, accordingly, to sign the
required contractual documentation and, in particular, to
vote in favour of the draft accelerated safeguard plan. The
terms and conditions also allow the signatories to transfer
the Group debt they hold up until the effective restructuring
date, provided that the transferee is bound by the Lock-Up
Agreement under the same terms.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
As consideration for the commitments given in the Lock-Up
Agreement, the noteholders and TSSDI holders that accede
to the agreement and accept its terms and conditions will
receive the support fee provided for in the agreement, on
the terms and subject to the conditions described in the
press release issued by the Company on 5 October 2023.
The support fee will be paid in cash by the Company on the
financial restructuring completion date.
The following creditors had acceded to the Lock-Up
Agreement by the accession deadline of 17 October 2023:
● creditors beneficially holding 98.6% of the TLB (including
creditors holding 85.4% of the TLB that agreed to vote in
favour of the financial restructuring under the accelerated
safeguard proceedings);
● the main commercial banks and certain of the above-
mentioned creditors beneficially holding 90.0% of the
RCF (including creditors holding 88.8% of the RCF that
agreed to vote in favour of the financial restructuring under
the accelerated safeguard proceedings);
● holders of 78.0% of the Quatrim HY Notes;
● 51.0% of the unsecured creditors (holders of HY Notes,
EMTNs and commercial paper); and
● 44.3% of the TSSDI holders.
Opening of accelerated safeguard
proceedings
On 25 October 2023, the Paris Commercial Court opened
accelerated safeguard proceedings for the benefit of the
Company and certain of its subsidiaries (Casino Finance,
Distribution Casino France, Casino Participations France,
Quatrim, Segisor and Monoprix) for an initial period of two
months, which was then renewed for a further two months.
The court appointed SELARL Thévenot Partners (Maître Aurélia
Perdereau), SELARL FHBX (Maître Hélène Bourbouloux)
and SCP Abitbol & Rousselet (Maître Frédéric Abitbol) as
court-appointed receivers for the proceedings.
The accelerated safeguard proceedings only concern the
financial debt of the Company and its relevant subsidiaries and
have no impact on the Group's relations with its operational
partners (in particular its suppliers and franchisees) or its
employees. The main aim of these proceedings is to enable
the financial restructuring to be implemented in accordance
with the terms of the Lock-Up Agreement.
Accelerated Safeguard Plan
Casino's Accelerated Safeguard Plan (and the Accelerated
Safeguard Plans for Casino Finance, Monoprix, Quatrim,
CPF, DCF and Segisor) are based on the restructuring terms
agreed in the Lock-Up Agreement, to which the Agreement
in Principle is appended.
The Accelerated Safeguard Plans were drafted by Casino,
Casino Finance, Monoprix, Quatrim, CPF, DCF and Segisor,
with the assistance of the court-appointed receivers, and are
designed to secure the long-term future of each company
as part of the Group's financial restructuring.
To this end, the main objectives of the Accelerated Safeguard
Plans are as follows:
1) New money equity for Casino:
- injection of €1.2 billion in additional equity, via:
- a €925 million capital increase underwritten by the
Consortium (through France Retail Holdings); and
- a €275 million capital increase open by order of priority
to (a) secured creditors (up to their respective shares), (b)
noteholders(1) (up to their respective shares), (c) TSSDI
holders (up to their respective shares), and (d) any of
the creditors referred to in (a), (b) and (c) that want to
subscribe for more than their respective share. This
€275 million is fully guaranteed by the Backstop Group.
2) Treatment of the Company's secured debt, totalling
€3.476 billion (excluding accrued and unpaid interest up
until the effective restructuring date):
- €1.355 billion debt-to-equity conversion for the secured
debt (i.e., approximately 49% of the total debt under
(i) the TLB, and (ii) the RCF which will not be reinstated
in the Reinstated RCF);
- the residual debt under the RCF and the TLB will be
reinstated for an amount totalling €2.121 billion,
corresponding to:
- a secured Term Loan reinstated at the level of the
Company for an amount of €1,410 million (representing
approximately 51% of the debt under the TLB and the
RCF which will not be reinstated in the Reinstated RCF)
with a maturity of three years from the restructuring
completion date (the “Reinstated TLB”), and
- a secured, super-senior RCF reinstated at Monoprix
level for a principal amount of €711 million (for which
the creditors will be the Commercial Banks under
the terms of the Accelerated Safeguard Plan) with a
four-year maturity from the restructuring completion
date (the “Reinstated TLB”). The lenders under the
Reinstated TLB and the Reinstated RCF will be parties
to the new inter-creditor agreement, under the terms
of which the Reinstated RCF lenders will be senior in
ranking for repayment purposes to Reinstated TLB
lenders, in accordance with the terms and conditions
of the agreement.
(1) Term used to designate the beneficial owners of HY Notes, EMTNs and Commercial Paper.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
3) Treatment of the unsecured debt (excluding accrued
and unpaid interest up until the date on which the
Accelerated Safeguard Plan was approved by the Paris
Commercial Court):
- debt-to-equity conversion for all notes and TSSDIs
(including the principal amount and deferred and accrued
interest up until the closing date), i.e., approximately
€3.518 billion and USD 5 million of debt (principal
amount), corresponding to approximately €2.168 billion
of HY Notes and EMTNs, USD 5 million of commercial
paper and €1.350 billion of TSSDIs (outstanding principal
amount);
- allotment of share warrants and payment of a support
fee to the noteholders that cceded to the Lock-Up
Agreement by the accession deadline;
- payment of a support fee to the TSSDI holders that
acceded to the Lock-Up Agreement no later than the
accession deadline.
4) Treatment of the Quatrim HY Notes and secured debt
guarantees:
- reinstatement of the Quatrim HY Notes at the level
of Quatrim: total of €553(1) million reinstated with a
three-year maturity extension, i.e., until January 2027 with
an additional one-year extension option to be exercised
at Quatrim's discretion;
- restructuring of the sureties provided by Casino, Casino
Finance, Monoprix, DCF, CPF and Segisor as security for the
secured debt with the cancellation and, where applicable,
the provision of a new replacement personal surety as
security for the Reinstated RCF and the Reinstated TLB
and with respect to the Quatrim HY Notes, cancellation
of the guarantees provided as security for the Quatrim HY
Notes and provision of new replacement guarantees by
Monoprix and Segisor (capped at €50 million for Monoprix
and €46 million for Segisor), and implementation of a
surety from Casino as security for the contractual rent owed
by Casino Group members to IGC and a commitment to
make available, through shareholder loans, the amounts
required for Quatrim's capital expenditure needs not
covered by its cash flow or other liquid assets.
Alongside these main objectives of the Accelerated
Safeguard Plan, other restructuring measures will be
implemented (outside of the Plan):
1) Pursuant to the order issued by the President of the
Paris Commercial Court on 7 September 2023, full
repayment by Monoprix Exploitation of the Regera
Notes (€120 million plus accrued interest estimated
at approximately €19 million for the period up to
the restructuring completion date) on the effective
restructuring date;
2) Provision by the Group's current commercial banks or their
affiliates, on the closing date, of new operating financing for
Casino Group (including by maintaining existing confirmed
or unconfirmed lines of credit in each case in accordance
with the terms of the relevant financing as agreed with
the relevant Group companies) totalling approximately
€1.178 billion(2) for a period of two years from the effective
restructuring date with (subject to compliance with the
financial covenants of the Reinstated RCF on the last test
date prior to the second anniversary of the Reinstated RCF
and the terms of the relevant financing as agreed with
the relevant Group companies) an additional one-year
extension at the Group's discretion;
3) Potential provision of a new line of credit totalling a
maximum amount of €100 million to Monoprix Holding
to supplement the portion of the New Casino Group
Operating Financing provided for in the Agreement
in Principle not allocated to the secured creditors as
described in the Accelerated Safeguard Plan (however, the
new line of financing does not give access to the right to
reinstate a portion of the RCF within the Reinstated RCF);
4) In accordance with the separate agreements entered into
on 19 October 2023 (outside of the Plan), out-of-court
restructuring of the Restructured Swaps at the level of
Casino Finance to ensure that the total amount payable
corresponds to the undiscounted value of the expected
future cash flows on the date of restructuring of these
Restructured Swaps and a linear payment over a period
of three years in 36 monthly instalments, the first of
which will be paid on the 15th business day following
the Restructuring Completion Date, or on 30 April 2024
if earlier, limiting the usual default events to certain events
only (mainly termination of Casino Finance's Accelerated
Safeguard Plan or non-payment) and with a release of
the personal guarantees or sureties issued by Casino;
5) In accordance with the separate agreements (outside of
the Plan) entered into prior to the court ruling declaring
the accelerated safeguard proceedings open, termination
of the Terminated Swaps at the level of Casino Finance
and immediate settlement in return for a discount,
under the terms set out in the Company's Accelerated
Safeguard Plan.
The aim of all of these restructuring measures is to improve
Casino’s balance sheet and, more generally, that of the
Group as a whole, and to strengthen its capital structure
and secure its financing. This will enable the Group, now
controlled by the Consortium, to implement its strategic
plan over the coming years.
(1) With the addition of approximately €14 million in accrued interest capitalised on the date of completion of the restructuring, before being prepaid
using the sale proceeds generated on the date of completion of the restructuring and paid into a segregated account, valued at approximately
€95 million.
(2) Please note the following: (a) this amount (i) does not include the commitments given by the creditors for the RCF granted to Monoprix Exploitation
and the Cdiscount government-backed loan which are not set out in the RCF granted to Casino, and (ii) only includes the Cdiscount government-
backed loan to the extent of the 20% share not backed by the government; and (b) the Bred facility will be reduced by €4 million on the effective
restructuring date.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
The implementation of the Accelerated Safeguard Plan was
contingent on the satisfaction of the conditions precedent
described below.
The Share Capital Increases carried out as part of the financial
restructuring plan will lead to massive dilution for existing
Casino shareholders.
Moreover, given the significant dilution caused by the
transactions provided for in the Lock-Up Agreement, the
Company’s Board of Directors decided, on 2 October
2023 and on a voluntary basis in accordance with Article
261-3 of the General Regulations of the French financial
markets authority (Autorité des marchés financiers – AMF),
to appoint Sorgem Evaluation as an independent expert,
tasked with assessing the fairness of the financial terms of the
restructuring plan for the Company's current shareholders.
The independent expert assessed the financial terms of
the financial restructuring for shareholders and issued a
report containing a fairness opinion, which is appended to
this document. The findings of the report are as follows: “In
light of the above, we are of the opinion that the financial
terms of the proposed restructuring plan are fair for Casino's
current shareholders.”
Implementation of the Accelerated
Safeguard Plan
The implementation of Casino's Accelerated Safeguard Plan
was contingent on the satisfaction of a number of standard
conditions, including, as a condition precedent, the approval
of the necessary resolutions by the classes of affected parties
and obtaining the required level of creditor support as part
of the accelerated safeguard proceedings.
Between 21 December 2023 and 10 January 2024, the
classes of affected parties voted remotely on the draft
accelerated safeguard plan, to which the draft resolutions
relating to the share capital increases and share capital
transactions implemented as part of the Accelerated
Safeguard Plan are appended; with a physical meeting for
the class of Company shareholders held on 11 January 2024.
At the meeting of classes of affected parties on 11 January
2024, Casino creditors voted as follows:
● RCF and TLB creditors that do not benefit from the elevation
mechanism (Class 1) voted in favour of the plan (100%
of the votes cast);
● RCF creditors that benefit from the elevation mechanism
(Class 2) voted in favour of the plan (100% of the votes cast);
● creditors holding EMTNs, HY Notes and commercial paper
(Class 3) voted in favour of the plan (68.55% of the votes cast);
● creditors under the guarantee granted by Casino to the
beneficial owners of the Quatrim HY Notes (Class 4) voted
in favour of the plan (95.84% of the votes cast);
● Casino's sole creditor in Class 5 (GPA, under a guarantee
granted to it) abstained from voting on the draft accelerated
safeguard plan for Casino;
● TSSDI holders (Class 6) voted in favour of the plan (75.62%
of the votes cast); and
● existing Casino shareholders (Class 7) voted in favour of
the plan (98.87% of the votes cast).
The draft accelerated safeguard plans were approved by 16
of the 17 classes of affected parties related to the subsidiaries
concerned, i.e., the required majority (more than 2/3) was
met. Under a guarantee granted to it, GreenYellow Holding
is the sole Class 2 creditor of Casino Participations France.
GreenYellow Holding voted against the adoption of the draft
accelerated safeguard plan for Casino Participations France.
The main conditions precedent for Casino's Accelerated
Safeguard Plan (“Conditions Precedent”), which have all
been satisfied, are as follows:
● submission of the report by the independent expert
appointed by the Company's Board of Directors, pursuant
to Article 261-3 of the AMF's General Regulations, relating
to the fairness of the financial terms of this restructuring
for Existing Shareholders: this report was submitted on
20 December 2023;
● issue by the AMF of an AMF waiver (the "AMF Waiver")
on the basis of Article 234-9(2°) of the AMF’s General
Regulations valid and in force. Any appeals lodged against
the AMF Waiver will not affect the implementation of
the restructuring: AMF's Board issued this waiver on
9 January 2024;
● issue by the Luxembourg Insurance Authority of a decision
authorising or not objecting to the change of control of
Casino RE resulting from the restructuring: this decision
was issued by the Luxembourg Insurance Authority on
2 February 2024;
● issue by the European Commission of a decision
acknowledging that the Consortium's planned investment
does not fall within the scope of the Foreign Subsidies Act:
this decision was issued by the European Commission on
2 February 2024;
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
● conditional or unconditional decision (or statement of
absence of authority) issued by any competition authority,
authorising the restructuring as provided for in the
Accelerated Safeguard Plan or stating that it has no objections
to the Plan (provided the absence of objections is construed,
under the applicable law, as an authorisation to carry out
the planned restructuring), or expiry of the applicable
cooling-off period if this is treated as an authorisation
under the applicable law:
- the European Commission issued a decision authorising
the restructuring provided for in the Accelerated Safeguard
Plan on 5 January 2024,
- the Moroccan competition authority issued a decision
authorising the restructuring provided for in the
Accelerated Safeguard Plan on 30 January 2024,
- the Serbian competition authority issued a decision
authorising the restructuring provided for in the
Accelerated Safeguard Plan on 12 January 2024,
- the Kosovar competition authority issued a decision
authorising the restructuring provided for in the
Accelerated Safeguard Plan on 1 February 2024,
- the North Macedonian competition authority issued a
decision authorising the restructuring provided for in
the Accelerated Safeguard Plan on 12 January 2024;
● authorisation by the French Ministry of the Economy pursuant
to the inward foreign investment controls arising from
Article L. 151-3 of the French Monetary and Financial Code:
the French Ministry of the Economy issued its decision
authorising the Consortium to take control of the Company
through the financial restructuring on 11 January 2024;
● approval of the Accelerated Safeguard Plan by the
Paris Commercial Court: the Accelerated Safeguard
Plan was approved by the Paris Commercial Court on
26 February 2024 (Note 24);
● approval of the Accelerated Safeguard Plans for Casino
Finance, DCF, CPF, Quatrim, Monoprix and Segisor by the
Paris Commercial Court. This condition would be deemed
to have been satisfied even if appeals are lodged against
the rulings approving the Accelerated Safeguard Plans:
the Accelerated Safeguard Plans for Casino Finance,
DCF, CPF, Quatrim, Monoprix and Segisor were approved
by the Paris Commercial Court on 26 February 2024.
Disposal of the Brazilian Cash & Carry
business (Assaí)
As part of its ongoing debt reduction process, on
16 March 2023, the Group sold 18.8% of the capital of
Assaí (Sendas), resulting in a loss of control of this company.
The transaction was followed on 23 June 2023 by the sale
of the Group’s remaining 11.7% stake. This transaction had
no material accounting impact on the Company’s financial
statements at 31 December 2023.
Tender offer for Quatrim notes maturing
in January 2024
On 31 March 2023, the Group announced the success of
its tender offer for the notes issued by its subsidiary Quatrim
S.A.S. which mature on 15 January 2024.
This transaction resulted 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 interest), financed with available cash on hand.
Following the cancellation of these notes, the aggregate
principal amount outstanding for Quatrim is €553 million.
Extension of the partnership
between Casino Group and Groupement
Les Mousquetaires
On 2 October 2023, Casino Group announced that it had
reached an agreement with Groupement Les Mousquetaires
to:
● extend the three existing AUXO purchasing alliances
(AUXO Achats Alimentaires, AUXO Achats Non-Alimentaires,
AUXO Achats Non-Marchands) by two years until 2028;
● extend their purchasing alliance to include private-label
food products (AUXO Private Label);
● sign a supply agreement with Groupement Les Mousquetaires’
Seafood and Meat sectors, based on the know-how of
Agromousquetaires.
Sale of Éxito
In early September 2022, 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%.
The Grupo Éxito spin-off project was approved by GPA’s
shareholders at the General Meeting of 14 February 2023
and was completed on 23 August 2023, leading to GPA’s
shares and Éxito’s Brazilian Depository Receipts being traded
separately on the stock market. Following the spin-off, Casino
held a 34% direct interest in Grupo Éxito and an indirect
interest through GPA’s 13% minority stake. This transaction
had no material accounting impact on the Company’s
financial statements at 31 December 2023.
On 26 January 2024, Casino Group announced that it had
sold its remaining stake in Éxito through the tender offers
for Éxito shares launched in the United States and Colombia
by the Calleja group (Note 24).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Acquisition of GPA's stake
in Cnova by Casino
On 27 November 2023, Casino Group announced the
acquisition from GPA of CBD Luxembourg Holding, which
indirectly held 34.0% of Cnova's share capital (117,303,664
ordinary shares). The transaction increased Casino's stake
in Cnova, directly and through wholly owned subsidiaries,
to 98.8%.
Casino Group sought and was given the go-ahead to
enter into these exclusive discussions by the Consortium
(EP Equity Investment III s.à.r.l, Fimalac and Trinity Investments
Designated Activity Company) in accordance with the terms
of the Lock-up Agreement dated 5 October 2023.
This proposed transaction has no direct accounting impact
on the Company's financial statements, but is taken into
account in the valuation of Distribution Casino France’s
shares at 31 December 2023 (Note 8).
The purchase price was set at €10 million, of which 80%
was paid on completion of the transaction and 20% is
payable by 30 June 2024 at the latest.
On 24 January 2024, Casino Group announced that it
had signed agreements with Auchan Retail France and
Groupement Les Mousquetaires (Note 24).
The agreement provides for the payment by Casino, under
certain conditions, of an earnout, if a transaction involving
its stake in Cnova were to take place within the next
18 months, for a higher valuation of Cnova than that resulting
from the transaction.
The transaction, which is part of Casino Group's financial
restructuring, will simplify Cnova's ownership structure and
separate Casino, Guichard-Perrachon's stakes in GPA and
Cnova. This proposed transaction has no direct accounting
impact on the Company's financial statements, but is
taken into account in the valuation of Cnova's shares at
31 December 2023 (Note 8).
Disposal of Casino France
hypermarkets and supermarkets
On 30 September 2023, Casino Group sold a group of
61 Casino France stores (hypermarkets, supermarkets, Franprix
and convenience stores) to Groupement Les Mousquetaires,
representing sales in 2022 of €563 million excluding VAT
(€621 million including VAT), based on an enterprise value
of €209 million, including service stations.
At the same time, the Group received €151 million in
deposits for the 72 stores in the second wave of disposals
(to be completed within three years).
In addition, on 18 December 2023, Casino Group
entered into exclusive negotiations with Groupement Les
Mousquetaires and with Auchan Retail, with a view to the
sale by Casino Group of almost all its remaining hypermarkets
and supermarkets to the two retailers, on the basis of a fixed
enterprise value of €1.35 billion (excluding property).
Proposed increase in GPA's capital
and loss of control
Following the press release published by GPA on
10 December 2023, Casino Group acknowledged that it
was aware that GPA had initiated preliminary work efforts
towards a potential primary equity offering, as part of its
plan to optimise its capital structure.
GPA called an Extraordinar y General Meeting on
11 January 2024 to approve, among other things, an
increase by 800 million ordinary shares of the authorised
share capital of the company and the proposal by GPA’s
management, with the consent of Casino Group, to elect new
members to its Board of Directors, subject to the conclusion
of the potential offer, in anticipation of the expected dilution
of Casino's stake in the company. These resolutions were
adopted by the Extraordinary General Meeting held on
second call on 22 January 2024.
If the proposal is implemented and a new Board of
Directors is appointed, Casino will cease to control GPA.
This proposed transaction has no direct accounting impact
on the Company's financial statements, but is taken into
account in the valuation of the shares in the intermediate
holding companies that own GPA (in particular Segisor and
Tevir) (Note 8).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 2. SIgNIFICANT ACCOUNTINg POLICIES
General information
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 updated by subsequent regulations.
The accounting policies applied are consistent with those
used for the previous year.
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.
Going concern
At 31 December 2023, the Company's total debt amounted
to €7.4 billion (including the Casino Finance current account
but excluding accrued interest), which also corresponds to
total Group debt.
In light of its cash position at 31 December 2023, the
Company is not in a position to settle this debt.
With respect to the situation described in Note 1 “Significant
events of the year”, a conciliation procedure was initiated on
25 May 2023 for the benefit of the Company and certain of
its subsidiaries in the context of ongoing discussions with the
TERACT group and Groupement Les Mousquetaires, on the
one hand, and following the proposal made by EP Global
Commerce a.s., on the other hand.
Further to an agreement in principle to the financial
restructuring signed on 27 July 2023, the Group entered
into a lock-up agreement (the "Lock-Up Agreement") on
5 October 2023 relating to its financial restructuring
(Note 1). The other parties to the Lock-Up Agreement are
(i) EP Equity Investment, an entity controlled by Daniel
Křetínský, Fimalac and Attestor (the “Consortium”) and
(ii) creditors beneficially holding 98.6% of the Term Loan B
(“TLB”), the principal commercial banking groups and some
of the above-mentioned creditors beneficially holding 90% of
the RCF, as well as holders of 78% of the Quatrim HY Notes.
The Lock-Up Agreement sets out the main terms and
conditions of the financial restructuring:
● New money: total new money equity of €1.2 billion (100%
backstopped), via (i) a €925 million capital increase
underwritten by the Consortium and (ii) a €275 million
capital increase open by order of priority to secured creditors
(RCF and TLB), unsecured creditors, TSSDI creditors and
shareholders; this share issue is fully backstopped by a
group of creditors (the “Backstop Group” or the “Guarantors”)
composed of (i) Attestor and the G4 (the “Initial Backstop
Group” or the “Initial Guarantors”) and (ii) additional secured
creditors that have entered into a backstop agreement for
the €275 million capital increase (amongst other backstop
undertakings);
● A €4.9 billion debt-to-equity conversion (excluding deferred
and accrued interest), including (i) €1,355 million of secured
debt (only in respect of TLB and the RCF debt held by RCF
lenders who are not providers of operating financing) and
(ii) €3,523 million of unsecured debt (EMTN, HY Notes,
NEU CP commercial paper and TSSDI);
● A €2.7 billion refinancing package to be provided by the
Group's main creditors, comprising:
- A reinstated RCF of €711 million (to be held by the
operating financing providers) with a maturity of four
years from the effective completion date of the financial
restructuring (the “closing”) and an interest rate based on
the Euribor (0% floor) +1.5% during the first 24 months,
then Euribor (0% floor) +2%. This credit line will be subject
to a covenant holiday for a period of 18 months,
- A reinstated €1,410 million Term Loan (for which the
creditors will be the existing TLB lenders and the existing
RCF lenders who are not providers of operating financing)
with a three-year term from the restructuring completion
date and an interest rate of 6% for the first nine months
and 9% thereafter (paid in cash),
- €567 million worth of notes issued by Quatrim (including
accrued interest of €14 million capitalised up to the
restructuring completion date and excluding the
segregated account valued at €95 million) reinstated
with a three-year maturity extension to January 2027
and an additional one-year extension option exercisable
by the issuer;
● Existing or new operating financing facilities (Monoprix RCF,
BRED line reduced by €4 million, LCL line and Cdiscount
government-backed loan) and the Group's operating
financing representing a total of €1,178 million, to be
maintained for two years from the financial restructuring
completion date with an additional year’s extension at
Casino’s discretion (subject notably to compliance with
the financial covenants of the reinstated RCF);
● A new credit line for Monoprix Holding and Naturalia for
a maximum amount of €75 million;
● Restructuring of certain interest rate swaps, with their
fair value frozen at €107 million and repayment over a
three-year period from the financial restructuring date.
215
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
The aim of the financial restructuring is to reduce the Group’s
indebtedness by €4.6 billion and to allow the Group to
continue its operations. Taking into account (i) the €1.2 billion
in new money equity, (ii) conversion of the Group’s €3.5 billion
of unsecured debt, (iii) the €2.6 billion refinancing, (iv) the
assurance that operating financing will be maintained and
(v) the repayment of €0.6 billion of debt on the financial
restructuring completion date, the Group’s restated net
debt at 31 December 2023 would amount to €1.5 billion,
assuming that the new €75 million Monoprix credit line is
not drawn down.
The financial restructuring plan will be implemented under
the Accelerated Safeguard Plan approved by the Paris
Commercial Court on 26 February 2024 (Note 24) after a
very strong vote of support by Casino Group's shareholders
and creditors, meeting as classes of affected parties, for
the draft accelerated safeguard plans and the lifting of
all conditions precedent. The final stage in the Plan’s
implementation – following AMF approval of the prospectus
relating to the various share issues provided for under the
Accelerated Safeguard Plan – now consists of carrying out
the capital increases to be underwritten by the Consortium
and the creditors who have given a commitment to this
effect in accordance with the safeguard plan.
The companies concerned, the court-appointed receivers, the
judicial representatives, the social and economic committee
or, failing that, the employee representative, and the public
prosecutor may appeal the rulings approving the Accelerated
Safeguard Plans of Casino, Guichard-Perrachon and the
six other entities concerned by the accelerated safeguard
proceedings (i.e., Casino Finance, Distribution Casino France,
Casino Participations France, Quatrim, Segisor and Monoprix)
within 10 days of notification of said judgements.
These same judgements may also be opposed by any
interested third party within 10 days of their publication in
the Bulletin officiel des annonces civiles et commerciales.
Despite its unfavourable opinion on Distribution Casino
France’s accelerated safeguard plan, the public prosecutor’s
office is not expected to lodge an appeal, given that it has
issued a favourable opinion on the six other plans, which
form an indivisible whole together with that of Distribution
Casino France, and in view of the major financial and social
challenges involved in the restructuring currently in progress.
Furthermore, with the exception of an appeal by the public
prosecutor, none of the above appeals has suspensive
effect. It is therefore also anticipated that the restructuring
transactions will be carried out by the end of March 2024,
notwithstanding any appeals against the rulings approving
the plans.
On this basis, the Board of Directors approved the 2023
financial statements, prepared on a going concern basis
assuming that the financial restructuring described above
will be completed by the Group as planned during the
second half of March 2024.
On completion of the financial restructuring (excluding
the exercise of warrants granted to the Consortium and
the Backstop Group), existing Casino, Guichard-Perrachon
shareholders would hold 0.3% of the post-restructuring
equity, while the Consortium would hold 57.0%, holders
of secured debt 24.4%, holders of unsecured debt 1.9%,
holders of TSSDI 0.4%, creditors and/or shareholders who
participated in the backstopped capital increase 16.0%
and the remaining capital held by the warrant holders if the
warrants are exercised. The Rallye group would no longer
control Casino and existing shareholders would be massively
diluted. The financial restructuring will be accompanied
by a change in Casino, Guichard-Perrachon’s governance.
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 8), liquidity
risk (Note 15) and fees related to the financial restructuring
(Note 5).
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.
216
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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.
The main depreciation periods (useful lives) are as follows:
Asset category
Buildings
Depreciation
period
50 years
Fixtures, fittings and refurbishments
5 to 25 years
Machinery and equipment
5 to 10 years
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.
Marketable securities
The depreciable amount is the cost of property and
equipment less residual value (nil).
Marketable securities are recognised at cost in the statement
of financial position.
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.
Property, plant and equipment
and intangible assets performance
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 8.
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).
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.
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.
217
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Provisions
Financial instruments
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
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.
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 2023, 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 2023, 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
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.
Casino, Guichard-Perrachon is head of a tax group that
includes most of its subsidiaries in France. At 31 December
2023, the tax group consisted of 482 companies.
Other provisions concern specifically identified liabilities
and expenses.
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).
218
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 3. 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
2023
115
4
5
123
(92)
(2)
(17)
(2)
-
-
(1)
(113)
10
2023
13
30
72
115
2022
136
4
3
143
(98)
(3)
(21)
(3)
(2)
-
(1)
(128)
14
2022
13
35
88
136
The Company’s net sales mainly correspond to royalties received from subsidiaries for the use of trademarks and brands
owned by the Company, as well as services billed to subsidiaries.
In 2023, Casino, Guichard-Perrachon generated 93% of its net sales with companies based in France, versus 85% in 2022.
Average number of employees
Number of employees
Managers
Supervisors
Other employees
TOTAL
2023
2022
11
-
-
11
11
-
-
11
219
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 4. NET FINANCIAL INCOME (EXPENSE)
(€ millions)
Dividends:
Monoprix
Segisor
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 TSSDIs
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)
2023
2022
-
-
-
-
-
106
2
1
108
(105)
(55)
(104)
(222)
(9,463)
(2)
(9,951)
(9,843)
200
240
9
3
452
82
-
1
535
(121)
(46)
(62)
(126)
(268)
(1)
(624)
(89)
(1) Other financial income and other financial expenses mainly included interest income and expenses on current accounts and loans, and
foreign currency gains and losses.
(2) The main movements in amortisation and impairment in 2023 were as follows:
- amortisation of bond redemption premiums for €9 million;
- impairment losses on shares in Distribution Casino France (€3,762 million), Monoprix (€787 million), Segisor (€1,053 million), Cnova
(€433 million), Tevir (€242 million), Easydis (€59 million) and Casino Finance (€18 million) (Note 8);
- impairment losses on loans to Distribution Casino France and its subsidiaries for €413 million;
- impairment losses on current accounts of Distribution Casino France and its subsidiaries for €161 million;
- the provision for losses covering the negative net worth of Distribution Casino France for €2,477 million and Dirca (the holding company
which indirectly owns the shares in the Le Club Leaderprice E-commerce business) for €47 million.
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.
220
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 5. NET NON-RECURRING INCOME (EXPENSE)
(€ millions)
2023
2022
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)
-
(7)
(7)
(2)
3
(146)
39
(112)
-
(2)
(2)
(15)
4
(69)
18
(65)
(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 2023 mainly
comprised:
The net non-recurring expense recorded in 2022 mainly
comprised:
● costs relating to the implementation of the Group's
safeguard plan for €85 million;
● restructuring costs for €27 million;
● costs relating to disposals and Group strategic operations
for €26 million;
● costs relating to ongoing litigation for €7 million;
● 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;
● proceeds from partial bond redemptions at the beginning
● costs relating to development and Group strategic
of the year for €37 million.
operations for €11 million.
NOTE 6. INCOME TAX BENEFIT
(€ millions)
Recurring profit (loss)
Net non-recurring income (expense)
PROFIT (LOSS) BEFORE TAX
Income tax benefit arising from the tax group
Impairment losses on tax receivables
Income tax benefit (expense)
NET PROFIT (LOSS)
2023
(9,833)
(112)
(9,946)
77
(153)
(76)
(10,021)
2022
(75)
(65)
(140)
78
-
78
(62)
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 2023. 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 2023.
The tax group had €3,295 million of tax loss carryforwards
at 31 December 2023 (€2,083 million at end-2022).
Impairment losses on tax receivables amounting to
€153 million reflect the risk that tax credits in respect
of philanthropic spending will lapse without being used
over the next five years. They were calculated on the basis
of the expected recovery plan for future taxable profits as
estimated for the tax group up to 2028.
221
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 2023
2022
4
4
(5)
3
1
(1)
-
29
(21)
8
8
11
4
4
(4)
5
1
(1)
-
45
(36)
9
10
15
Net
18
(3)
-
15
(6)
3
11
CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 7. 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 2022
Increases
Decreases
At 31 December 2022
Increases
Decreases
AT 31 DECEMBER 2023
Cost
54
2
-
55
1
(17)
38
Amortisation, depreciation
and impairment
(36)
(5)
-
(40)
(7)
20
(27)
The decrease in non-current assets is mainly due to the decommissioning of the head office non-current assets located at
148, rue de l'Université in Paris, relocated in February 2023.
222
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 8. LONG-TERM INVESTMENTS
Breakdown
(€ millions)
Investments in subsidiaries and associates
Impairment(1)
Loans
Impairment(1)
Other long-term investments(*)
Impairment(1)
2023
18,831
(10,046)
8,785
1,197
(413)
784
41
(29)
12
2022
18,854
(3,707)
15,147
1,192
-
1,192
44
(19)
25
LONG-TERM INVESTMENTS
9,581
16,364
(*) O/w technical merger deficits amounting to €29 million.
(1) The estimates took into account the organisation of direct control over the various operating subsidiaries or indirect control through the Casino
Participations France (France) and Tevir 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 2023 for the calculation of values in use
Region
Distribution Casino France
(Casino convenience banners(3)/
ExtenC/Franprix) and Monoprix
E-commerce (Cnova)
2023 perpetual
growth rate(1)
2023 after-tax
discount rate(2)
2022 perpetual
growth rate(1)
2022 after-tax
discount rate(2)
1.8%
(5)
7.7%(4)
(5)
2.0%
6.1% and 8.6%
2.0%
8.6%
In 2023 and 2022, a nil inflation-adjusted perpetual growth rate was used.
(1)
(2) The discount rate corresponds to the weighted average cost of capital (WACC). This is calculated at least once a year during the annual
impairment testing exercise, taking into account the sector's levered beta, a market risk premium and the sector’s cost of debt.
(3) The Casino convenience banners CGU was valued separately in 2023, following the announcement that the hypermarkets and supermarkets
were being sold (Note 1). In 2022, these businesses were combined within a single CGU covering all hypermarket, supermarket and convenience
businesses.
(4) The rate used includes a specific risk premium (7.7% vs. 6.8%) to take account of the uncertainties that may prevent the projections being
achieved, given the fierce competition in the retail market, emerging customer expectations and behaviours, as well as the potential loss of
synergies following the planned disposal of the hypermarkets and supermarkets.
(5) The value used for Cnova in 2023 was based on the price of the recent transaction to buy out GPA’s minority stake, which took place in
November 2023 (Note 1). The transaction price was based on a valuation carried out by two independent experts.
The Company performed impairment tests on each of its investments by comparing their net carrying amount to their
value in use.
223
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
The recoverable amount of Casino France Distribution shares
was determined based on the sale value of the hypermarket
and supermarket businesses, net of all costs incurred in
the sale, and on the value in use of the Casino convenience
banners and the shares in ExtenC, Codim and Franprix.
The fair value of the shares in the Segisor and Tevir
international holding company subsidiaries was determined
on the basis of the estimated sale value, mainly for
Éxito (Calleja group offer price) and GPA (share price at
31 December 2023) (Note 1).
These tests led to the recognition of an additional €6,339 million
in net 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 and (iii) a 50-basis point decrease in the
adjusted 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, sensitivity to the above three
changes in calculation inputs for Franprix, France convenience
banners and ExtenC would lead to additional accumulative
impairment losses of €539 million relating to Distribution
Casino France and Geimex shares. For the hypermarkets
and supermarkets business, sensitivity would be mainly
affected by the estimated costs incurred in the sale of the
business. For the Monoprix shares, a change in the same
calculation inputs would result in additional impairment
losses of €516 million;
● for the international businesses, sensitivity mainly arises on
GPA, which was valued at its share price as of 31 December.
A 25% fall in the share price would lead to additional
impairment losses of €19 million on Segisor shares and
€2 million on Tevir shares.
A list of the Company’s subsidiaries and associates is provided
at the end of these notes.
Movements for the year
(€ millions)
At 1 January 2022
Increases
Decreases
At 31 December 2022
Increases
Decreases
Cost
20,242
4
(157)
20,089
16
(36)
Amortisation and
impairment
Net
(3,477)
16,766
(255)
6
(3,726)
(6,766)
3
(251)
(151)
16,364
(6,750)
(33)
AT 31 DECEMBER 2023
20,069
(10,489)
9,581
The overall decrease in the cost of long-term investments
at end-2023 mainly corresponds to the sale of shares –
essentially in real estate companies – to Immobilière Groupe
Casino for €33 million.
Changes in impairment losses recognised against long-term
investments in 2023 mainly reflect:
● the recognition of impairment losses against Distribution
Casino France shares in an amount of €3,762 million and
against loans taken out by Distribution Casino France and
its subsidiaries in an amount of €413 million;
● the recognition of impairment losses against Monoprix
shares in an amount of €787 million;
● the recognition of impairment losses against Segisor shares
in an amount of €1,053 million;
● the recognition of impairment losses against Franprix loans
in an amount of €173 million;
● the recognition of impairment losses against Easydis shares
in an amount of €59 million, calculated on the basis of
the entity’s equity;
● the recognition of impairment losses against Casino Finance
shares in an amount of €18 million, calculated on the
basis of the entity’s equity.
The overall decrease in the cost of long-term investments
in 2022 mainly corresponded to the sale of Floa shares, for
€154 million.
Changes in impairment losses recognised against long-term
investments in 2022 mainly reflect:
● the recognition of impairment losses against Casino Finance
● the recognition of impairment losses against Cnova shares
shares in an amount of €182 million;
in an amount of €433 million;
● the recognition of impairment losses against Geimex shares
● the recognition of impairment losses against Tevir shares
in an amount of €69 million.
in an amount of €242 million;
224
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 9. TRADE AND OTHER RECEIVABLES
(€ millions)
Trade receivables
Other operating receivables
Other receivables
Impairment losses on other receivables
Related companies
Impairment losses on related companies
TRADE AND OTHER RECEIVABLES
2023
2022
61
68
179
(153)
596
(161)
529
589
49
14
178
-
521
-
713
762
Other operating receivables in 2023 include a Group VAT
credit of €46 million, which will be offset against VAT paid
in January 2024 in respect of December 2023.
Impairment losses of €161 million recognised against
current accounts relate to Distribution Casino France and
its subsidiaries.
Other receivables consist mainly of tax credits received
in respect of philanthropic spending, for a gross amount
of €172 million (31 December 2022: €170 million).
Impairment losses of €153 million were recognised against
tax relief in relation to philanthropic spending (Note 6).
All of the Company’s trade and other receivables are
due within one year except for tax credits in the amount of
€179 million at end-2023 (31 December 2022: €171 million),
which have maturities ranging from two to five years.
NOTE 10. 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 European commercial paper “NEU CP”(*)
Bank credit facilities
NET CASH AND CASH EQUIVALENTS
(*) Negotiable commercial paper due within one year.
2023
(3,779)
2022
(3,340)
-
-
-
1
-
(5)
(5)
2
-
2
37
-
(59)
(59)
(3,782)
(3,360)
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.
At 31 December 2022, cash mainly comprised the funds
in segregated accounts in connection with the Group’s
November 2019 financing plan for €36 million.
225
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
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)
2023
2022
67,462
5,764,007
409,009
2,244,915
(5,386,977)
(2,586,462)
444,492
67,462
2
23
(25)
-
0.76
0.41
(9)
14
34
(46)
2
33.93
0.06
5
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 2023, 440,000 treasury shares were held in
the liquidity account.
At that date, the Company held 444,492 ordinary shares
with a par value of €1.53 each.
These shares are intended to cover free share plans for
Group employees. These shares had a market value of virtually
zero at 31 December 2023.
NOTE 11. PREPAYMENTS AND OTHER ASSETS
(€ millions)
Bond issue premiums
Prepaid expenses
Unrealised exchange losses
PREPAYMENTS AND OTHER ASSETS
2023
2022
-
1
-
1
9
1
-
10
At 31 December 2023, following the planned financial restructuring, all premiums were fully amortised in an amount of
€9 million (Note 4).
226
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 12. 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
AT 31 DECEMBER
2023
166
3,847
17
208
56
3,450
(10,021)
4
2022
166
3,847
17
208
56
3,512
(62)
5
(2,273)
7,749
2023
7,749
(10,021)
-
-
2022
7,812
(62)
-
-
(2,273)
7,749
At 31 December 2023 and 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
2023 and 2022. Accordingly, free share plans are not potentially dilutive (Note 10).
227
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 13. QUASI-EQUITY
In 2005, Casino, Guichard-Perrachon issued €600 million
worth of TSSDIs. The TSSDIs 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. They pay interest at the ten-year constant
maturity swap rate plus 100 bps, capped at 9%. In 2023,
the average interest rate was 4.1%.
On 18 October 2013, the Company issued €750 million
worth of perpetual hybrid bonds. The bonds are redeemable
at the Group’s discretion, with the next call date set for
31 January 2024. Since 31 January 2019, the bonds have
paid interest at 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);
● correspond to direct commitments with no collateral and
are subordinated to all other liabilities.
Accrued interest on the bonds is reported under
“Miscellaneous borrowings”.
All of these instruments are to be converted into capital as
part of the financial restructuring (Note 1).
NOTE 14. PROVISIONS
Breakdown
(€ millions)
Provision for 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
Additions (reversals) recorded in financial income and expenses
Additions (reversals) recorded in non-recurring income and expenses
TOTAL
(1) Of which reversals of surplus provisions for liabilities and expenses representing zero in both 2023 and 2022.
2023
2,541
13
3
2,557
2023
32
2,528
(3)
2,557
(2)
2,527
-
2,525
2022
14
13
4
32
2022
20
18
(6)
32
3
(4)
(10)
(12)
Provisions for losses in 2023 cover the negative net worth of Distribution Casino France for €2,477 million and Dirca
(the holding company indirectly holding the shares in the Le Club Leaderprice E-commerce business) for €47 million.
The provision for pension benefit obligations amounted to €2 million at 31 December 2023 (unchanged from
31 December 2022).
228
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 15. 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
2023
2,265
1,504
-
5
3,773
825
4,599
2022
2,344
1,442
-
59
3,845
800
4,646
(1)
(2)
(3)
Including €97 million in accrued interest at 31 December 2023 (31 December 2022: €57 million).
Including €79 million in accrued interest at 31 December 2023 (31 December 2022: €17 million).
Including the Casino Finance loan for €715 million and accrued interest on borrowings totalling €92 million at 31 December 2023
(31 December 2022: including the Casino Finance loan for €715 million and accrued interest on borrowings totalling €67 million).
Maturity of borrowings
(€ millions)
Within one year
Due in one to five years(1)
Due in more than five years
2023
3,972
626
-
4,599
2022
246
4,400
-
4,646
(1) Concerns borrowings from Group subsidiaries amounting to €626 million at end-2023 and €723 million at end-2022.
Most of the Group’s gross non-current debt was reclassified as current at 31 December 2023. The €3.2 billion reclassification
was necessary because the terms of the acceleration clause waiver allowed payment to be deferred by no more than
12 months as of 31 December 2023.
Net debt
(€ millions)
Loans and other borrowings
Casino Finance current account(*)
Treasury shares(*)
Cash(*)
NET DEBT
(*) See Note 10.
2023
4,599
3,779
-
(2)
2022
4,646
3,340
(2)
(37)
8,376
7,947
Loans and other borrowings include €268 million in accrued interest on bank loans and overdrafts at
31 December 2023 (end-2022: €142 million).
The increase in accrued interest at 31 December 2023 reflects (i) higher interest rates and (ii) the freeze on
payments of financial instalments following the safeguard plan (Note 1).
229
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Outstanding bond issues and bank borrowings
2024 bonds
2025 bonds
2026 bonds
2026 bonds
2027 bonds
BONDS
Fixed rate/Variable rate
Effective
interest rate
Amount
(€ millions)
Fixed rate 4.50%
Fixed rate 3.58%
Fixed rate 6.63%
Fixed rate 4.05%
Fixed rate 5.25%
4.88%
3.62%
7.00%
4.09%
5.46%
509
357
371
415
516
2,168
Term
Due(2)
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
Term Loan B
Variable rate (Euribor(1) +4%)
7.95%
1,425
4 years, 4 months and 18 days
August 2025
BANK LOANS
(1) Euribor with a zero floor.
(2) Contractual maturities.
Liquidity risk
1,425
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 taking into account the
cash pool operated with most French 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.
The Company's financial resources are split between bank
financing and financing raised on the markets.
At 31 December 2023, the Group’s total gross debt amounted
to €7.4 billion (in line with total parent company debt) due in
less than one year, as the waiver granted until 30 April 2024
as part of the Lock-Up Agreement signed in relation to the
Casino Finance RCF covenant and all financing subject to a
cross-default clause with this facility allowed payment to be
deferred by no more than 12 months as of 31 December
2023. The total debt amount reflects the drawdown of the
total RCF for €2,051 million by Casino Finance.
In view of its cash position at 31 December 2023, the
Group would not be in a position to settle this debt and the
corresponding interest payments if the financial restructuring
described in Note 2 "Going concern” were not completed.
The record of the Conciliation and accelerated safeguard
proceedings, successively opened on 25 May 2023 and
25 October 2023 by the Paris Commercial Court, formally
noted that (i) settlement of the Group Public Liabilities of
approximately €300 million had been postponed until the
earlier of 30 April 2024 and the completion date of all the
financial restructuring transactions, and that (ii) payment
of contractual instalments (i.e., the instalments initially due,
without taking into account any potential defaults resulting
directly or indirectly from the suspension of their payment) of
principal (€1.5 billion) and interest and fees (€400 million)
in respect of the Group’s debt was suspended during the
observation period.
These various measures will ensure that the Company and
the Group have sufficient cash to finance their operations
during the interim period until the planned completion of
the financial restructuring at the end of March 2024.
At 31 December 2023, the Group had cash reserves of
€1,051 million which, together with the €357 million in net
cash from the disposal of the Éxito group in January 2024,
will cover the Group’s liquidity needs for the first quarter of
2024, estimated at around €600 million.
The transactions provided for in the Accelerated Safeguard
Plan to support the financial restructuring (Note 2) consist
mainly of: (i) a €1.2 billion capital increase to be paid up in
cash, (ii) conversion into capital of €3.5 billion worth of debt,
excluding accrued interest and excluding TSSDIs (€4.9 billion
including TSSDIs), (iii) refinancing of €2.6 billion of debt and
(iv) an existing €1.2 billion operating financing facility, that
is being maintained.
The financial restructuring due to be completed at the end
of March 2024 will enable the Group to meet its estimated
liquidity needs until the end of March 2025, in accordance
with the Accelerated Safeguard Plan approved by the Paris
Commercial Court on 26 February 2024 (Note 1). This
affirmation takes into account the impact of the disposal of
hypermarket and supermarket assets under the agreements
with Groupement Les Mousquetaires, Auchan Retail and
Carrefour.
230
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Management of short-term debt
Due to the Group's situation, it has only limited access to the NEU CP commercial paper market. Outstanding commercial
paper issues represented €5 million at 31 December 2023 versus €59 million at 31 December 2022.
Management of medium- and long-term debt
In March 2023, the Group bought back €100 million worth of Quatrim high-yield notes (excluding accrued interest) (Note 1).
At 31 December 2023, the Group's financial instruments were no longer rated by Fitch Ratings, Moody's, Scope Ratings or
Standard & Poor's.
The HY Note 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) – drawn down in full by Casino Finance at 31 December 2023 – and the
€1,425 million Term Loan B (see table above showing outstanding bond issues and bank borrowings), 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.
Surety rights have also been granted in respect of miscellaneous liabilities totalling €9 million (mainly loans to companies-stores).
Excluding these financing arrangements, debt carried by Casino, Guichard-Perrachon and its main subsidiaries is not secured
by collateral or pledged assets.
Casino, Guichard-Perrachon debt covenants
At 31 December 2023, Casino, Guichard-Perrachon was required to comply with the following covenants under the July
2021 RCF, determined at the level of the France Retail and E-commerce segments on a quarterly basis (using figures from
the consolidated financial statements on a 12-month rolling basis):
Type of covenant
(France and E-commerce)
Main types of debt
subject to covenant
Frequency
of tests
Ratio at 31 December
2023
Secured gross debt(1)/
Adjusted EBITDA(2) not more than 3.5x
Adjusted EBITDA(2)/net finance costs(3)
not less than 2.5x
RCF for €2,051 million
Quarterly
11.5
0.6
(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 to the consolidated financial statements, and certain GPA holding companies
reported in the Latam Retail segment (notably Segisor). At 31 December 2023, the debt concerned was mainly (i) the Term Loan B for
€1,425 million, (ii) HY Notes for €553 million, and (iii) the RCF facility drawn for €2,051 million.
(2) Adjusted 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.
The Company was in breach of these covenants at 31 December 2023; accordingly, most of its gross non-current debt
was reclassified as current. The €3.2 billion reclassification, which raised total debt due within one year to €7.4 billion
(including the €3.8 billion current account with Casino Finance), was necessary because the terms of the acceleration clause
waiver allowed payment to be deferred by no more than 12 months as of 31 December 2023.
231
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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),
calculated as follows: gross debt/Adjusted 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: Adjusted EBITDA(2)/Fixed charges(2): > 2
- Secured debt leverage: Consolidated leverage(2)/
Adjusted 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 in TSSDIs
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 €1,281 million at
31 December 2023, 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 TSSDIs 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 HY
Notes/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 HY Note issue, Quatrim, the wholly owned subsidiary
of Casino, Guichard-Perrachon that issued the notes, would
launch a tender offer (at a specified price) in which investors
could participate.
(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.
232
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 16. OTHER LIABILITIES
(€ millions)
Related companies
Sundry liabilities
OTHER LIABILITIES
due within one year
due in more than one year
2023
2022
54
16
70
70
-
12
12
24
24
-
Other liabilities include €1 million in accrued expenses at 31 December 2023 (end-2022: €1 million).
NOTE 17. DEFERRED INCOME AND OTHER LIABILITIES
(€ millions)
Deferred income
Unrealised exchange gains
DEFERRED INCOME AND OTHER LIABILITIES
2023
2022
-
-
-
2
-
2
NOTE 18. 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.
NOTE 19. OFF-BALANCE SHEET COMMITMENTS
Commitments entered into in the ordinary course of business
(€ millions)
Undrawn confirmed credit lines(1)
TOTAL COMMITMENTS RECEIVED
Bonds and guarantees given(2)
Deficits allocated to tax group subsidiaries(3)
TOTAL COMMITMENTS GIVEN
2023
-
-
4,374
1,585
6,164
2022
2,001
2,001
3,040
1,268
4,308
(1) The credit lines were drawn down in full by Casino Finance in 2023.
(2)
Including €4,278 million at 31 December 2023 concerning related companies (of which €2,132 million in respect of the RCF drawn down
by Casino Finance) and €60 million relating to the Distridyn joint venture. The amount of €4,374 million does not include the security rights
given in connection with the Term Loan B recognised as a liability in the parent company financial statements (Note 15).
(3) The tax consolidation agreement (see Note 6) 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 2023 in the absence
of a tax consolidation agreement.
233
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Other commitments
(€ millions)
Guarantees given in connection with:
GPA tax disputes(1)
TOTAL COMMITMENTS GIVEN
Written put options in Uruguay(2)
TOTAL RECIPROCAL COMMITMENTS
2023
2022
226
226
-
-
170
170
127
127
(1) Casino gave a specific guarantee to GPA concerning notifications of tax adjustments received from the tax administration, for a total amount
of BRL 2,425 million (€452 million) at 31 December 2023 (31 December 2022: BRL 1,922 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 1,213 million (€226 million)
(31 December 2022: BRL 961 million, representing €170 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. The Éxito subsidiary (including
Uruguay), directly took over this put option in 2023.
NOTE 20. CURRENCY RISK
(in millions of currency)
Assets
Liabilities(*)
Net balance sheet position
Off-balance sheet positions
TOTAL NET POSITION
2023
USD
7
(13)
(7)
-
(7)
BRL
-
-
-
(1,213)
(1,213)
USD
7
(26)
(20)
(134)
(154)
2022
BRL
-
-
-
(961)
(961)
(*)
Including USD 5 million in negotiable European commercial paper (NEU CP) at 31 December 2023 (31 December 2022: USD 20 million
hedged by currency swaps).
NOTE 21. EQUITY RISK
The Company is not exposed to a material equity risk.
NOTE 22. GROSS COMPENSATION AND BENEFITS OF DIRECTORS
AND OFFICERS
(€ millions)
Compensation paid
Loans and advances
2023
2022
2
-
2
-
NOTE 23. CONSOLIDATION
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).
234
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
NOTE 24. SUBSEQUENT EVENTS
Sale of Éxito (Note 1)
Following the tender offers launched in the United States
and Colombia by the Calleja group for the share capital of
Almacenes Éxito S.A. (Éxito), on 26 January 2024, Casino
Group announced that it had completed the sale of its
34.05% direct interest in Éxito.
At the close of the offer period, the Calleja group held
86.84% of the capital of Éxito. The gross proceeds received by
Casino Group amounted to USD 400 million (€357 million
collected net of costs), and the gross proceeds received by
GPA amounted to USD 156 million.
Grupo Pão de Açucar ("GPA"), a Brazilian company controlled
by Casino Group, also tendered its 13.31% stake in Éxito
to the offers.
Casino Group and GPA no longer hold any shares in Éxito
following these transactions.
Proposed increase in GPA's capital and loss of control
The Annual General Meeting of GPA held on 22 January 2024
(on second call) approved resolutions concerning the issue
of 800 million new ordinary shares and GPA management's
proposal to elect a new Board of Directors (Note 1).
If the proposal is implemented and a new Board of Directors
is appointed, Casino will cease to control GPA.
Disposal of Casino France hypermarkets and supermarkets (Note 1)
On 18 December 2023, Casino Group launched exclusive
negotiations for the sale of almost all of its hypermarket
and supermarket outlets (excluding Codim 2, which owns
the hypermarkets and supermarkets located in Corsica, and
including franchised stores, subject to their agreement).
On completion of the negotiations, the Group announced
that it had reached agreements with Auchan Retail France
(unilateral purchase agreement) and with Groupement Les
Mousquetaires (memorandum of understanding with a draft
purchase agreement attached).
These agreements provide for the sale of 288 stores (and their
adjoining service stations), based on an enterprise value of
between €1.3 billion and €1.35 billion. The sale transactions
to Auchan and Groupement Les Mousquetaires constitute
an indivisible whole.
The sales will be completed in the second quarter of 2024,
after consultation with the relevant employee representative
bodies.
The agreements also stipulate that the Aix-en-Provence 1
warehouse (Bouches du Rhône) will continue to operate
on behalf of Auchan and the contracts covering services
provided by the Montélimar Fresh Produce (Drôme), Corbas
Frozen Food (Rhône) and Salon-de-Provence Frozen Food
(Bouches du Rhône) logistics hubs will be transferred to
Groupement Les Mousquetaires, thereby guaranteeing the
continuity of employment at these sites. Groupement Les
Mousquetaires has also asked its partner ID Logistics to look
into the possibility of taking over an additional hub in the
Centre-East region.
Transfer of employees
Groupement Les Mousquetaires and Auchan have committed
to:
● taking over the employment contracts of all the employees
working in the transferred stores and adjoining service
stations, in line with the requirements of Article L. 1224-1
of the French Labour Code, and;
● maintaining the conditions of employment and benefits
of the employees working in the stores, as set out in
the agreements negotiated by Casino with employee
representatives, for a period of 15 months from the transfer
date (unless the transferred employees are entitled to
more generous benefits and/or a replacement agreement
is negotiated in accordance with Articles L. 2261-14 et
seq. of the French Labour Code).
235
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Other employee-related commitments
Groupement Les Mousquetaires and Auchan Retail France
have also undertaken to encourage Casino Group employees
to apply for open positions or to offer them the opportunity
to become store managers.
An HR monitoring committee will be set up with Groupement
Les Mousquetaires and with Auchan as soon as the first store
disposals take place. The administrators appointed to oversee
implementation of the Accelerated Safeguard Plan will also
oversee these measures.
The agreements provide for the transfer of stores (and their
adjoining service stations) in three successive waves: on
30 April 2024, 31 May 2024 and 1 July 2024.
In addition, in accordance with the memorandum of
understanding signed with Groupement Les Mousquetaires
on 24 January 2024, Groupement Les Mousquetaires
has been substituted by Carrefour for the acquisition of
certain stores that were initially intended to be acquired by
Groupement Les Mousquetaires.
On 8 February 2024, Carrefour signed a unilateral purchase
agreement concerning the acquisition of 25 stores (and
adjoining service stations) from Casino.
Carrefour has reiterated Groupement Les Mousquetaires’
commitments to the employees working in the transferred
stores and service stations. The disposals would take place on
30 April 2024, after consultation with the relevant employee
representative bodies.
Next steps
The transactions will also be subject to the following being
obtained:
● all the usual authorisations required for the transfer of
stores or service stations; and
● the necessary merger control authorisations from the
relevant competition authorities, or the decisions of the
relevant competition authorities granting a waiver with
suspensive effect of the merger control procedure.
Approval of the Accelerated Safeguard Plan (Notes 1 and 2)
In rulings handed down on 26 February 2024, the Paris
Commercial Court, after having acknowledged that all
conditions precedent had been satisfied, approved the
Accelerated Safeguard Plans for Casino and certain of its
subsidiaries, examined at hearings held on 5 February
2024 and 12 February 2024. The Paris Commercial Court
appointed Thévenot Partners (Aurélia Perdereau), FHBX
(Hélène Bourbouloux) and Abitbol & Rousselet (Frédéric
Abitbol) as administrators to oversee the implementation
of the Accelerated Safeguard Plans (i.e., four years). These
judgements may be appealed by the court-appointed
receivers, the judicial representatives, the central social and
economic committee of Distribution Casino France (for
Distribution Casino France’s judgement only), the employee
representative of the Company (for the Company’s judgement
only) and the public prosecutor. These judgements may also
be subject to third-party objection. With the exception of
the public prosecutor's appeal, none of these appeals has
suspensive effect. In the absence of a suspensive appeal, it is
anticipated that all transactions provided for in the financial
restructuring will be completed on 27 March 2024, subject to
AMF approval of the prospectus relating to the various share
issues provided for in Casino's Accelerated Safeguard Plan.
236
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.7.4. FIVE-YEAR FINANCIAL SUMMARY
FINANCIAL SITUATION AT THE REPORTING
DATE
Share capital (€ millions)
166
166
166
166
166
Number of outstanding voting shares
108,426,230 108,426,230 108,426,230 108,426,230 108,426,230
2023
2022
2021
2020
2019
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 for 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)
115
(489)
76
-
(10,021)
-
136
135
(78)
-
(62)
-
141
(50)
(70)
-
(675)
-
159
166
(466)
(244)
-
(3)
-
1,081
(355)
-
(321)
-
108,090,292
108,108,373
107,905,160
107,677,458
107,924,134
(5.23)
1.97
0.19
(2.06)
13.31
(92.71)
(0.57)
(6.25)
(0.02)
(2.98)
-
11
13
4
-
11
16
4
-
10
16
3
-
11
12
4
-
12
9
3
(1) For 2023, subject to approval by the Annual General Meeting.
(2) Excluding treasury shares.
(3) Excluding discretionary profit-sharing.
237
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.7.5. SUBSIDIARIES AND ASSOCIATES (€ MILLIONS)
Carrying amount
Company
Share
capital
%
ownership
Number of
shares held
Equity
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
2023
net sales
(excluding
taxes)
2023
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
Casino Services
1, cours Antoine Guichard
42008 Saint-Étienne, France
Ségisor
1, cours Antoine Guichard
42008 Saint-Étienne, France
International
107
(2,572)
100.00
106,801,329
7,207
-
2,274
2,485
100.00 2,274,025,819
2,274
2,274
-
-
1,039
6,442
(3,106)
-
-
(43)
79
757
100.00
9,906,016
2,531
1,745
295
1,244
67
4
640
2,954
100.00
640,041,110
3,182
2,954
63
47
100.00
3,953,968
106
47
2
4
97.91
990,845
7
4
-
-
-
-
-
(390)
27
516
(2)
240
700
100.00
239,864,436
900
700
413
1,086
-
-
27
99.99
9,999
108
37
15
100.00
100,000
19
15
-
-
204
981
100.00 1,774,479,286
2,026
972
56
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25
70
-
-
-
509
-
(18)
3
1
(577)
(260)
-
6
Cnova NV
Strawinskylaan 3051, Amsterdam,
1077ZX, Netherlands
CBD Luxembourg Holding
16, rue Eugène Ruppert
L-2453, Luxembourg
2. Associates (10%- to 50%-owned)
Casino Carburant
1, cours Antoine Guichard
42008 Saint-Étienne, France
17
86
64.84
223,798,061
452
19
-
6,391
100.00
12,500
10
10
5
21
32.04
1,627,904
4
4
-
-
-
238
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Company
Share
capital
%
ownership
Number of
shares held
Equity
Gross
Net
Loans and
advances
granted
by the
Company
Guarantees
given by the
Company
2023
net sales
(excluding
taxes)
2023
net profit
(loss)
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
4
2
4
-
18,854
8,785
18,854
8,785
18,400
8,754
454
0
-
-
31
0
-
-
Dividends
received
by the
Company
in the
prior year
1
All key information on foreign subsidiaries in a given country is provided in Note 8.
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 8).
239
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
2.7.6. STATUTORY AUDITORS’ SPECIAL REPORT ON
REgULATED AgREEMENTS
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.
Shareholders’ Meeting held to approve the financial
statements for the year ended 31 December 2023
To the Casino, Guichard-Perrachon, Shareholders’ Meeting,
1. Shareholders agreement between Casino,
Guichard-Perrachon and Companhia Brasileira
de Distribuçao
In our capacity as statutory auditors of your Company (“the
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 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 agreeing the information
provided to us with the relevant source documents.
Agreements submitted to the approval
of the shareholders’ meeting
Agreements authorized and entered into
during the year
Pursuant to Article L.225-40 of the French Commercial
Code, we were advised of the following agreements entered
into during the year and previously authorized by the Board
of Directors.
Person involved:
Mr. Jean-Charles Naouri, Chairman and Chief Executive Officer
of the Company and Chairman of the Board of Directors of
Companhia Brasileira de Distribuiçao (“GPA”).
Nature and purpose:
on 22 May 2023, your Board of Directors previously
authorized the signing of a shareholders’ agreement between
the Company and its directly or indirectly wholly-owned
subsidiaries Segisor s.a.s, Geant International BV and Helico
Participaçaoes LTDA and GPA and GPA 2 Empreendimentos e
Participaçaoes LTDA, subsidiaries of the Company at the time
of signing the agreement, as part of the spin-off of Almacenes
Éxito S.A. (“Éxito”), resulting in the distribution of 83% of its
investment in Éxito to GPA shareholders. Following the spin
off, at the end of August 2023, the Company owned around
34% of Éxito and GPA retained a stake of around 13%.
The shareholders’ agreement, signed on 9 August 2023,
contained the following main provisions in order to agree
on the rules for Exito’s governance and share transfers
subsequent to the spin-off:
● Regarding the governance of Éxito
a) for any renewal or replacement of a member of the
Board of Directors, GPA undertakes to vote in favor
of the candidate(s) proposed by the Company (after
consultation with GPA), and during any full renewal of
the Board of Directors, provided GPA holds, directly or
indirectly, more than 10% of Éxito’s voting rights; at least
one individual proposed by GPA and acceptable for both
parties shall be appointed as a candidate or included
in the list of candidates designated by the Company for
election at the Exito Shareholders’ Meeting;
b) for other matters submitted to the vote of the Éxito
Board of Directors or shareholders, GPA agrees to align
its vote (and, where necessary, make reasonable efforts
so that the directors it has appointed align their vote)
with the Company’s vote (or, where necessary, with the
vote of the directors appointed by the Company), in the
direction determined beforehand by the Company after
consultation with GPA;
c) for any vote regarding the appointment of the Éxito
Chief Financial Officer and any decision on dividends
240
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
that would significantly deviate from previous practices,
the position of the Casino Group shall be determined
by the Company and GPA together, while adopting an
escalation procedure for their respective CEOs in the
event of disagreement.
● For any transfer of Éxito shares
a) Drag along clause for the Company regarding the
investment of GPA, in the event of a third-party offer for
the Company’s entire investment in Éxito, enabling the
Company to force GPA to sell its Éxito shares under the
same conditions as the Company;
b) Tag along clause for GPA in the event of a third-party
offer for all or part of the Company’s investment in
Éxito, conferring on GPA the right to sell all or a pro
rated portion of its investment in Éxito under the same
conditions as the Company;
c) a right of first refusal for the Company should GPA decide
to sell all or part of its Éxito securities; the exercise price
of this right may not be lower than the weighted average
market price of Éxito securities during the previous 10
trading days and must be paid exclusively in cash.
Reasons justifying that the agreement
is in the Company’s interest:
your Board of Directors considered that the signing of the
shareholders’ agreement is in the Company’s interest, as
it secured continuity in the control of Éxito by the Casino
group prior to any sale, and helped provide for measures
to coordinate and optimize the terms and conditions of
such sale.
2. Pre-agreement relating to the sale of the Casino
Group’s interest in Almacenes Éxito S.A.
Person involved:
Mr. Jean-Charles Naouri, Chairman and Chief Executive
Officer of the Company and Chairman of the Board of
Directors of GPA.
Nature and purpose:
on 13 October,2023, your Board of Directors previously
a u t h o r i z e d t h e s i g n i n g o f a p r e - a g r e e m e n t ( t h e
“Pre-Agreement”) between the Company and its directly
or indirectly wholly-owned subsidiaries Segisor SAS, Geant
International B.V. and Helicco Participacoes Ltda, and Cama
Commercial Group, Corp., a company controlled by Grupo
Calleja (the “Buyer”), for the sale of Casino’s total equity
interest in Éxito, corresponding to 34.05% of Éxito Group’s
share capital, in a tender offer (the “Tender Offer”) to be
launched by the Buyer in Colombia and in the United States
of America for the acquisition of 100% of the outstanding
shares of Éxito, subject to the contribution of at least 51%
of Éxito’s share capital to the Tender Offer. GPA, a Brazilian
subsidiary of Casino, which holds 13.31% of Éxito’s shares,
was also party to the Pre-Agreement and agreed to sell its
equity interest in the Tender Offer.
Terms and conditions:
the Pre-Agreement, entered into on 16 October 2023,
follows on the receipt by the Casino Group and GPA of a
firm offer letter submitted by the Buyer, according to which
the latter undertook to purchase 100% of Éxito as part of
a tender offer for a price payable in cash valuing 100% of
Éxito at USD 1,175 million, i.e. a +49% premium compared
to Éxito’s most recent stock market prices, representing
a total of around USD 400 million (corresponding to
€380 million as of 13 October 2023) for the Casino Group’s
interest and USD 156 million (€148 million as of 13 October
2023) for GPA’s interest.
On 26 January 2024, it was announced that all the respective
interests of the Company and GPA in Éxito had been sold,
as part of the tender offers initiated in the United States and
Colombia by Groupe Calleja in December 2023. This sale
also terminated the shareholders’ agreement between the
Company and GPA, as mentioned in point 1. above.
Reasons justifying that the agreement is in your
Company’s interest:
your Board of Directors considered that the signing of the
Pre-Agreement was in the Company’s interest, as it enabled
the Casino Group to sell its interest in Éxito, in the context of
the Company's ongoing financial restructuring.
3. Agreement relating to the acquisition by Casino,
Guichard-Perrachon of CNova shares held
indirectly by Companhia Brasileira de
Distribuiçao and the collateral agreement.
Person involved:
Mr. Jean-Charles Naouri, Chairman and Chief Executive
Officer of the Company and Chairman of the Board of
Directors of GPA.
Nature and purpose:
on 21 November 2023, your Board of Directors previously
authorized the signing between the Company and GPA,
a Brazilian subsidiary of the Company, of an acquisition
agreement (the “Acquisition Agreement”), relating to
the acquisition by the Company of all the shares of the
Luxembourg holding company Companhia Brasileira de
Distribuiçao Luxembourg Holding S.à.r.l, which itself owns
Companhia Brasileira de Distribuiçao Netherlands Holding
B.V., which holds 34% of CNova N.V.
241
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTINg INFORMATION
Terms and conditions:
this Acquisition Agreement, signed on 26 November 2023,
stipulated an acquisition price of €10 million, of which 80%
is payable on completion of the transaction, with payment of
the remaining 20% being deferred to 30 June 2024 at the
latest. To guarantee the deferred payment of the balance,
GPA holds collateral covering 20% of Companhia Brasileira
de Distribuiçao Luxembourg Holding S.à.r.l.’s securities under
a collateral agreement (the “Collateral Agreement”), whose
conclusion between the Company and GPA was previously
authorized by the Board of Directors on 21 November 2023.
GPA also benefits from an earn-out in the event, within
eighteen months (inclusive), the Company would conduct a
sale (in cash or equity) at a price resulting in a value for CNova
which exceeds that used to determine the acquisition price.
The calculation of the earn-out shall therefore be based on
the difference between the implicit value of €29.4 million
for 100% of CNova resulting from the initial transaction and
the value of CNova resulting from a future sale by Casino. GPA
shall receive as an earn-out, in the event of a price increase,
100% of the change pro rata to its 34% interest, should the
transaction in question occur in the first twelve months, with
a reduction to 75% and 50% of the change (also pro rate
to its 34% interest), should the transaction occur between
the twelfth and fifteenth month, or between the fifteenth
and eighteenth month, respectively.
The acquisition took place on 30 November 2023 and
increased the Company’s direct and indirect interest in
CNova to 98.8%. On 30 November 2023, the Company paid
80% of the acquisition price and the Collateral Agreement
was signed.
Reasons justif ying that the agreement is in your
Company’s interest:
your Board of Directors authorized the conclusion of the
Acquisition Agreement and the Collateral Agreement, taking
into account the more general context of the Company’s
ongoing financial restructuring. It also considered that this
acquisition would simplify the CNova shareholding structure
and clearly separate the two GPA and CNova scopes to
facilitate their management. The price was negotiated by
the parties based on two valuation reports prepared by
independent financial experts, with an earn-out to be paid
by the Company only if the Casino Group sells its interest in
CNova, enabling the Company and GPA to value this interest
at a price that exceeds the acquisition price.
Agreements already approved
by the shareholders’ meeting
Previously approved agreements that
remained in force during the year
We inform you that we have not been advised of any
agreement previously approved by the Shareholders’ Meeting
that remained in force during the year.
Paris-La Défense, 11 March 2024
The Statutory Auditors
KPMG S.A.
Éric ROPERT
Partner
Rémi VINIT-DUNAND
Partner
DELOITTE & ASSOCIÉS
Stéphane RIMBEUF
Partner
242
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
2.8. UNAUDITED PRO FORMA FINANCIAL
INFORMATION AT 31 DECEMBER 2023
A.
BACKGROUND TO THE PREPARATION OF THE PRO FORMA
FINANCIAL INFORMATION
Disposal of Assaí (Sendas)
As part of its ongoing debt reduction process, Casino Group
(the "Group") sold Assaí (Sendas) on completion of the
following transactions:
● the sale of a block of shares representing 18.8% of the
company's share capital on 16 March 2023;
● the sale of its remaining 11.7% stake on 23 June 2023.
The total price for the two disposals amounted to
€1,078 million net of disposal costs, leading to an after-tax
loss of €65 million.
Proposed disposal of Éxito
Following the tender offers launched in the United States
and Colombia by the Calleja group for the share capital
of Almacenes Éxito S.A. ("Éxito"), the Group announced
on 26 January 2024 that it had completed the sale of
its 34.05% direct interest in Éxito. Grupo Pão de Açucar
("GPA"), a Brazilian company controlled by the Group, also
tendered its 13.31% stake in Éxito to the offers.
At the close of the offer period, the Calleja group held
86.84% of Éxito's share capital. The gross proceeds
received by Casino Group amounted to USD 400 million
(€357 million collected net of costs, based on a USD/EUR
exchange rate of 1.0905 on 24 January 2024), and the gross
proceeds received by GPA amounted to USD 156 million.
Planned disposal of the entire stake
in GPA
The Consortium's 2024-2028 business plan, which served
as the basis for the Lock-Up Agreement and the Accelerated
Safeguard Plans, includes the disposal of the entire stake
in GPA, the proceeds of which will be used to repay certain
creditors.
Following the press release published by GPA on
10 December 2023, Casino Group acknowledged that
it was aware that GPA had initiated preliminary work efforts
towards a potential primary equity offering, as part of its plan
to optimise its capital structure.
GPA called an Extraordinary General Meeting on 11 January
2024 to approve, among other things, an increase
by 800 million ordinary shares of the authorised share capital
of the company and the proposal by GPA’s management, with
the consent of Casino Group, to elect new members to its
Board of Directors, subject to the conclusion of the potential
offer, in anticipation of the expected dilution of Casino's
stake in the company. These resolutions were adopted by
the Extraordinary General Meeting held on second call on
22 January 2024.
GPA's share capital increase was launched on 4 March
2024 with a basic offer of 140 million shares, which may
be increased to 280 million shares depending on market
conditions and demand. Taking these parameters into
account, Casino's percentage interest held in GPA following
the capital increase is estimated at between 20.1% and
26.9%; this percentage interest depends on the amount
of the capital increase that will actually be carried out. The
schedule for the offering provides for the completion of
book building and allocation on the evening of Wednesday
13 March 2024.
The disposal of the stake in GPA will follow in accordance
with the GPA disposal plan included in the Accelerated
Safeguard Plan.
The pro forma financial information therefore reflects the
disposal of the entire stake held in GPA.
Completed and planned disposals
of Casino France hypermarkets
and supermarkets
On 30 September 2023, Casino Group sold a group of
61 Casino France stores (hypermarkets, supermarkets,
Franprix and convenience stores) to Groupement Les
Mousquetaires, representing sales in 2022 of €563 million
excluding VAT (€621 million including VAT), based on an
enterprise value of €209 million, including service stations.
On 18 December 2023, Casino Group entered into exclusive
negotiations with Groupement Les Mousquetaires and with
Auchan Retail, with a view to the sale by Casino Group of
almost all its remaining hypermarkets and supermarkets to
the two retailers, on the basis of a fixed enterprise value of
€1.35 billion (excluding property).
243
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Casino Group sought and was given the go-ahead to enter
into these exclusive discussions by the Consortium (EP
Equity Investment III s.à.r.l, Fimalac and Trinity Investments
Designated Activity Company) in accordance with the terms
of the Lock-up Agreement dated 5 October 2023. On
24 January 2024, Casino Group announced that it had
signed agreements with Auchan Retail France and
Groupement Les Mousquetaires. In accordance with a
memorandum of understanding, Carrefour has been
substituted for Groupement Les Mousquetaires for the
acquisition of certain stores that were initially intended
to be acquired by Groupement Les Mousquetaires. On
8 February 2024, Carrefour signed a unilateral purchase
agreement concerning the acquisition of 25 stores (and
adjoining service stations) from Casino.
In accordance with IFRS 5, all four of these major business
disposals are presented as discontinued operations in the
Group's consolidated financial statements for the year ended
31 December 2023. Éxito, GPA and the French hypermarkets
and supermarkets are presented as non-current assets held
for sale at 31 December 2023.
This pro forma financial information ("Pro Forma Financial
Information") was prepared to illustrate the impact that the
aforementioned disposals (the "Transactions") would have had
on the Group's consolidated statement of financial position
at 31 December 2023 and on its consolidated income
statement for the year then ended if they had taken place
at 1 January 2023 in the case of the pro forma consolidated
income statement and 31 December 2023 in the case of
the pro forma consolidated statement of financial position.
The Pro Forma Financial Information does not reflect the
impact of the financial restructuring which will be completed
by the end of March 2024.
The Pro Forma Financial Information includes the Group's
pro forma consolidated statement of financial position at
31 December 2023, the consolidated income statement for
the year then ended, and the accompanying notes.
B.
BASIS OF PREPARATION OF THE PRO FORMA FINANCIAL
INFORMATION
The unaudited Pro Forma Financial Information is presented
in accordance with Annex 20 of Delegated Regulation
(EU) No. 2019/980 supplementing Regulation (EU)
No. 2017/1129. The Pro Forma Financial Information
applies the recommendations issued by ESMA (ESMA32-
382-1138 of 4 March 2021) and the provisions set out in
Recommendation No. 2021-02 issued by the French financial
markets authority (Autorité des marchés financiers – AMF)
relating to pro forma financial information.
The Pro Forma Financial Information, which is presented for
illustrative purposes only, concerns a hypothetical situation
and accordingly, does not represent the actual financial
position or results of Casino Group that would have been
recorded had the Transactions occurred on a date prior to
that on which they actually occurred. Nor is the Pro Forma
Financial Information representative of Casino Group's future
results upon completion of these Transactions.
The Pro Forma Financial Information, presented in millions of
euros, was prepared in accordance with the same accounting
principles and methods as the Group's consolidated financial
statements at 31 December 2023, which were prepared
under IFRS as adopted by the European Union.
The Pro Forma Financial Information was prepared on the
basis of the following items:
● Casino Group's consolidated financial statements at
31 December 2023, prepared in accordance with IFRS as
adopted by the European Union and audited by Deloitte
et Associés and KPMG. The Statutory Auditors’ audit report
contains no qualifications or emphasis-of-matter paragraphs.
These consolidated financial statements at 31 December
2023 and the corresponding audit report are included
in the Universal Registration Document in section 2.8;
● the disposal of Sendas shares and the terms of the public
takeover bid for Éxito to which the Group tendered its shares;
● the Accelerated Safeguard Plan based on the Consortium's
2024-2028 business plan, which includes the disposal of
the entire stake held in GPA as well as the approval by the
Extraordinary General Meeting held on 22 January 2024
of (i) the GPA share capital increase (not underwritten by
Casino) and, (ii) the change in the subsidiary's governance,
subject to the effective completion of this share capital
increase;
● sale agreements with Auchan Retail France (a unilateral
purchase agreement), Groupement Les Mousquetaires (a
memorandum of understanding, including an attached
proposed purchase agreement) and Carrefour (a unilateral
purchase agreement).
Only pro forma adjustments that are directly attributable to
the Transactions presented above and can be supported by
facts were taken into account in preparing this Pro Forma
Financial Information. These adjustments do not generate
a tax effect because either the disposal gain does not give
rise to taxable income, or the disposal loss generates tax
losses that will not be recognised as deferred tax under the
Group's accounting policies.
The Pro Forma Financial Information is based on assumptions
deemed reasonable by the Group at the date of this
document, based on available information.
As the effects of the disposal of Assaí (Sendas) are already
reflected in the Group's audited consolidated statement
of financial position at 31 December 2023 and described
in Note 3.1.1 to the consolidated financial statements at
that date, they are presented only in the pro forma income
statement as part of the Pro Forma Financial Information.
244
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Assets
(€ millions)
Goodwill
Intangible assets
Property and equipment
Investment property
Right-of-use assets
Investments in equity-accounted
investees
Other non-current assets
Deferred tax assets
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
Audited
historical data
(Casino)
Pro forma adjustments
Notes
31 Dec. 2023
Éxito
GPA
Hypermarkets/
supermarkets
31 Dec. 2023
Pro forma
statement
of financial
position
2,046
1,082
1,054
49
1,696
212
195
84
6,419
875
689
1,023
25
1,051
8,262
2
2
1
3
-
-
1
412
26
(3,172)
(3,256)
11,925
(2,759)
(3,230)
2,046
1,082
1,054
49
1,696
212
195
84
6,419
766
557
1,023
25
1,293
284
3,948
-
(109)
(134)
(195)
(1,551)
(1,989)
18,344
(2,759)
(3,230)
(1,989)
10,367
245
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Equity and liabilities
(€ millions)
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
4
2
2
2
2
2
2
2
2
3
Audited
historical data
(Casino)
Notes
31 Dec. 2023
Pro forma adjustments
(1,777)
147
25
7
1,338
37
113
10
1,677
9
269
2,550
7,436
360
2
12
1,606
Éxito
(643)
GPA
(38)
-
-
3
Hypermarkets/
supermarkets
-
(12)
(15)
(16)
(43)
(3)
(42)
(936)
(140)
(60)
(765)
31 Dec. 2023
Pro forma
statement
of financial
position
(2,458)
134
11
7
1,338
37
97
10
1,634
7
227
1,616
7,296
360
2
12
1,547
124
11,191
6,200
(2,116)
(3,194)
Total current liabilities
18,445
(2,116)
(3,192)
(1,946)
TOTAL EQUITY AND LIABILITIES
18,344
(2,759)
(3,230)
(1,989)
10,367
246
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
(€ millions)
CONTINUING OPERATIONS
Net sales
Other revenue
TOTAL REVENUE
Cost of goods sold
Gross margin
Selling expenses
General and administrative expenses
Trading profit
As a % of net sales
Other operating income
Other operating expenses
Operating profit (loss)
As a % of net sales
Income from cash and cash equivalents
Finance costs
Net finance costs
Other financial income
Other financial expenses
Profit (loss) before tax
As a % of net sales
Income tax benefit (expense)
Share of profit (loss) of equity-accounted
investees
Net profit (loss) from continuing
operations
As a % of net sales
Attributable to owners of the parent
Attributable to non-controlling interests
DISCONTINUED OPERATIONS
NET PROFIT (LOSS) FROM
DISCONTINUED OPERATIONS
Audited
historical
data (Casino)
Pro forma adjustments
Notes
31 Dec. 2023
(12 months
Sendas
Éxito
GPA
Hypermarkets/
supermarkets
31 Dec. 2023
Pro forma
income
statement
(12 months)
8,957
95
9,052
(6,474)
2,578
(1,705)
(748)
124
1.4%
110
(1,267)
(1,033)
-11.5%
8
(590)
(582)
35
(222)
(1,801)
-20.1%
(778)
2
(2,577)
-28.8%
(2,558)
(19)
8,957
95
9,052
(6,474)
2,578
(1,705)
(748)
124
1.4%
110
(1,267)
(1,033)
-11.5%
8
(590)
(582)
35
(222)
(1,801)
-20.1%
(778)
2
(2,577)
-28.8%
(2,558)
(19)
5
(4,551)
21
(320)
(461)
938
(4,374)
Attributable to owners of the parent
(3,103)
33
(784)
(1,459)
Attributable to non-controlling interests
(1,448)
(12)
463
997
CONTINUING AND DISCONTINUED
OPERATIONS
CONSOLIDATED NET PROFIT (LOSS)
5
(7,128)
21
(320)
(461)
Attributable to owners of the parent
Attributable to non-controlling interests
(5,661)
(1,468)
33
(784)
(1,459)
(12)
463
997
938
-
938
938
-
(4,374)
-
(6,951)
(6,932)
(19)
247
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
F.
NOTES TO THE PRO FORMA FINANCIAL INFORMATION
Notes to the pro forma statement of financial position
Note 1
The pro forma adjustments to cash and cash equivalents
reflect (i) the receipt of the sale price net of disposal costs
for Éxito and GPA shares amounting to €412 million (in
respect of interests held by Casino Group and by GPA)
and €26 million, respectively, and (ii) the negative net
cash flow expected from the sale of the hypermarkets
and supermarkets business, amounting to €195 million
(including in particular the net cash related to working
capital recognised at 31 December 2023) (Note 2).
Note 2
The pro forma adjustments to the various lines in the
statement of financial position mainly reflect the contra-
entry to the net cash outflow for the working capital
requirement of the hypermarkets and supermarkets
business, which is not being acquired and which will
remain the responsibility of the Group under the disposal
agreements signed with Groupement Les Mousquetaires,
Auchan Retail France and Carrefour (mainly concerning
trade payables).
Note 3
Assets held for sale and associated liabilities were eliminated
to reflect the effective disposal of Éxito and GPA shares as well
as the sale of the French hypermarkets and supermarkets
business. The amounts concerned were:
● €1,056 million for Éxito (€3,172 million in assets and
€2,116 million in liabilities);
● €62 million for GPA (€3,256 million in assets and
€3,194 million in liabilities);
● €786 million for the hypermarkets and supermarkets
(€1,551 million in assets and €765 million in liabilities).
No firm purchase commitment exists for the other assets
classified under IFRS 5 at 31 December 2023. Consequently,
disposals of these assets are not restated in the Pro Forma
Financial Information and the assets remain on the statement
of financial position.
Note 4
The pro forma adjustment to equity reflects the impacts
of deconsolidating the corresponding non-controlling
interests as though disposals had taken place at
31 December 2023. The disposal of the three businesses has
no impact on shareholders' equity, as the 2023 consolidated
financial statements reflect a net carrying amount of IFRS
5 assets equal to their estimated recoverable amounts. The
reclassification of the Group's share of the translation reserves
to profit or loss has no impact on shareholders' equity.
248
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
Notes to the pro forma income statement
Note 5
The pro forma adjustment to net profit (loss) from
discontinued operations and to consolidated net profit
(loss) includes:
● Assaí (Sendas):
- cancellation of Assaí's net loss for the period from
1 January to 31 March 2023. This net loss was presented
under discontinued operations in the Group's 2023
consolidated income statement in an amount of
€85 million;
- maintenance of the net loss on the disposal of Assaí
in an amount of €65 million including €46 million in
disposal costs, along with the negative €453 million
impact corresponding to the reclassification of the
translation reserve. These impacts are already reflected
in the Group's 2023 consolidated income statement.
● Éxito:
- cancellation of Éxito's net loss for the period from
1 January to 31 December 2023. This net loss was
presented under discontinued operations in the Group's
2023 consolidated income statement in an amount
of €721 million, mainly including €797 million in
impairment losses at 100% (net of tax), of which
€264 million attributable to the Group;
- recognition of the loss on disposal of €1,042 million
(attributable to the Group). This disposal loss was
calculated on the basis of (i) a net disposal price of
€412 million, including €8 million in disposal costs,
(ii) the derecognition of assets and liabilities representing
a negative €675 million impact, and (iii) the negative
€778 million impact corresponding to the reclassification
of the translation reserve.
● GPA:
- cancellation of GPA's net loss for the period from
1 January to 31 December 2023. This net loss was
presented under discontinued operations in the Group's
2023 consolidated income statement in an amount
of €1,723 million, mainly including €1,442 million
of impairment losses at 100% (net of tax), of which
€610 million attributable to the Group;
- recognition of the estimated loss on disposal of
€2,184 million (attributable to the Group). This disposal
loss was calculated on the basis of (i) a sale price of
€26 million, based on the adjusted market capitalisation
of GPA at 31 December 2023 (share price of BRL
4.06 at 31 December 2023 adjusted for the value of
GPA's 13% stake in Grupo Éxito), (ii) the derecognition
of assets and liabilities representing a negative
€637 million impact, and (iii) the negative €1,574 million
impact of the reclassification of the translation reserve.
The disposal costs associated with this transaction are
not material.
- A 10% fall in GPA's share price, corresponding to the
change observed between 1 October and 31 December
2023, would decrease the disposal loss by €8 million
(attributable to the Group).
● The impact of the disposal of the hypermarkets and
supermarkets business is expected to be nil. The
positive €938 million pro forma adjustment is a result
of the cancellation of the net €1,930 million loss from
discontinued operations restated for the impairment
loss of €992 million recognised in 2023 (including the
sale of 61 stores to Groupement Les Mousquetaires on
30 September 2023).
Intercompany transactions between, on the one hand, the
discontinued operations Assaí, Éxito, GPA and the French
hypermarkets and supermarkets and, on the other hand,
continuing operations, were not restated for the purposes
of the Pro Forma Financial Information as they did not take
place after the disposals were made.
The Pro Forma Financial Information does not include
any adjustment to financial income resulting from the
investment of cash or the early repayment of debt in
respect of the Éxito, GPA and hypermarket and supermarket
disposals.
249
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
STATUTORY AUDITORS’ REPORT ON THE PRO FORMA FINANCIAL
INFORMATION RELATING TO THE YEAR ENDED DECEMBER 31, 2023
This is a free translation into English of the statutory auditors’ report issued in the French language and is provided solely for the convenience of English speaking
readers. This report should be read in conjunction with, and is construed in accordance with, French law and professional standards applicable in France.
To the Chairman and Chief Executive Officer,
In our capacity as statutory auditors and pursuant to (EU)
regulation 2017/1129 supplemented by (EU) delegated
regulation 2019/980, we have prepared this report on
the pro forma financial information of Casino, Guichard-
Perrachon (the “Company”) relating to the year ended
31 December 2023 included in section 2.8 of the
Universal Registration Document (the “Pro Forma Financial
Information”).
This Pro Forma Financial Information was prepared for
the sole purposes of illustrating the impact that the sales
of Assai (Sendas), Exito, the Casino France hypermarkets
and supermarkets and GPA (the “Transactions”) could
have had on the consolidated balance sheet as of
31 December 2023 and the consolidated income statement
for the year ended 31 December 2023 of the Company
had the Transactions taken effect as of 31 December 2023
for the pro forma balance sheet and 1 January 2023
for the pro forma income statement. By its very nature, the
Pro Forma Financial Information describes a hypothetical
situation and is not necessarily representative of the
financial position or the performance which might have been
recorded had the Transactions occurred at a date prior to
that of its actual or foreseeable occurrence.
This Pro Forma Financial Information has been prepared
under your responsibility in accordance with (EU) Regulation
2017/1129 and the ESMA’s recommendations relating to
pro forma information.
Based on our procedures, it is our responsibility to express a
conclusion, under the terms set forth in Annex 20, section 3 of
(EU) delegated regulation 2019/980, on the appropriateness
of the prepared Pro Forma Financial Information on the
basis stated.
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, which do not include an
audit or review of the financial information underlying the
preparation of the Pro Forma Financial Information, have
mainly consisted in verifying that the bases on which the
Pro Forma Financial Information has been prepared are
consistent with the relevant source documents as described
in the notes to the Pro Forma Financial Information,
reviewing the audit evidence substantiating the pro forma
restatements and conducting interviews with Company
Management to obtain the information and explanations
that we deemed necessary.
In our opinion:
● the Pro Forma Financial Information has been appropriately
prepared on the basis stated;
● this basis complies with the accounting policies adopted
by the Company.
This report is issued solely for:
● the filing of the 2023 Universal Registration Document
with the AMF;
● and the admission for trading on a regulated market, and/or
a public offering, of the financial securities of the Company
in France and in other countries of the European Union
in which the prospectus approved by the AMF would be
notified;
and may not be used in any other context.
Paris La Défense, 12 March 2024
The Statutory Auditors
KPMG S.A.
DELOITTE & ASSOCIES
Éric ROPERT
Rémi VINIT-DUNAND
Stéphane RIMBEUF
250
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 2 > FINANCIAL AND ACCOUNTING INFORMATION
251
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 3 >
CORPORATE SOCIAL RESPONSIBILITY (CSR)
AND NON-FINANCIAL STATEMENT (NFS)
252
C A S I N O G R O U P / 2 0 2 3 U N I V E R S A L R E G I S T R A T I O N D O C U M E N T
Chapter 3Corporate Social
Responsibility
(CSR) and
Non-Financial
Statement (NFS)
3.1. CSR commitments and governance ......................................................254
3.2. Non-Financial Statement – NFS ..................................................................256
3.3. Stakeholder dialogue ............................................................................................268
3.4. Ethics and compliance .........................................................................................273
3.5. Policies and initiatives in place .....................................................................278
3.6. Non-financial performance .............................................................................354
3.7. Reporting methodology for non-financial indicators .............358
3.8. EU Green Taxonomy KPI tables .................................................................... 361
3.9. Methodology for EU Taxonomy
key performance indicators .............................................................................364
3.10. Non-Financial Statement cross-reference table ..........................365
3.11. Report of one of the Statutory Auditors, appointed
as independent third party, on the verification
of the consolidated non-financial statement .................................370
253
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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
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.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 27 Februar y 2024, 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. Three members of the Governance
and Social Responsibility Committee are members of
the Audit Committee, including the Chair of the Audit
Committee and two members of the Governance and
Corporate and Social Responsibility Committee, including
its Chair, are also members of the Appointments and
254
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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. Reports on the
work of the Board of Directors, the Governance and Social
Responsibility Committee and the Audit Committee in
2023 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.
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.
The Director of CSR and Engagement, who is a member of
the Executive Committee, is responsible for implementing
the Group's policy, monitoring its non-financial performance
and action plans and regularly presenting this information
to the Executive Committee, which meets every month.
COMMITMENTS
Group Ethics Charter
United Nations Sustainable
Development Goals (SDGs)
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 (SBTs)
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.
Quantitative Group 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.
255
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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 3.10 identifies the relevant information.
3.2.1. BUSINESS MODEL
For a presentation of the Group’s activities and business model, see Chapter 1.
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 specific CSR risk identification campaign is carried out
annually across all Group entities, in which they are asked
to identify and evaluate their five main CSR risks based on
their impact on the Company and on stakeholders. For
each risk, the entities indicate the control activities already
in place and action plans to be implemented to reduce
the level of residual risk. The results are presented to the
Governance and CSR Committee.
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 CSR and
Engagement 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.
256
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
257
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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
Supporting regions/
the local economy
Combating food waste
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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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.
In accordance with the European Sustainability Reporting Directive (CSRD), in 2024 the Group will conduct a double
materiality assessment to identify the material issues to be covered.
258
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
(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 in the sections mentioned
below, as are the outcomes of these policies, including key monitoring and/or performance indicators.
Main CSR
risks
Societal
Climate change
Description of the risks
Potential impacts
Policies, due diligence
and outcomes
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.
Transition risks related to
reputation and changes
in the legal and tax
environment.
Risks associated with the use
of refrigerants.
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.
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).
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.
Food safety
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).
Group performance
indicators
See section 3.6.
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.
259
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Description of the risks
Potential impacts
Main CSR
risks
Environmental
impacts of the supply
chain
Social impacts of the
supply chain
Risk of supplier
non-compliance with
regulations and Group
commitments on water and
soil pollution, greenhouse
gas emissions, deforestation,
sustainable resource
management and waste
management.
Risk of supplier
non-compliance with
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.
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.
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).
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).
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.
260
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Main CSR
risks
Corruption and
business ethics
Description of the risks
Potential impacts
Risk of non-compliance
with anti-corruption laws
and regulations, including
Sapin II.
Impact on the level of
employee engagement.
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).
Policies, due diligence
and outcomes
Respect for ethics
and compliance
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 healthy products (see section 3.5.3.2);
● respect for animal welfare (see section 3.5.3.5 of this
For more information, see section 4.3.3. “Main risk factors”,
“Corporate social responsibility (CSR) risks”.
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
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);
● the development of a line-up of responsible products
(see sections 3.5.3.2 and 3.5.4.6);
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);
● community engagement (see section 3.5.4.2.4 of this
chapter);
● the promotion of physical activity and sports (see section
3.5.1.3.7 of this chapter).
261
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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 2023 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 2023 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 2023 financial year relate
to the first two environmental objectives, and include
information on the indicators that are eligible and aligned
with the Taxonomy. For the four other objectives, only
information on indicators that are eligible is provided.
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.
In accordance with the closing option chosen for publication
of the 2023 financial statements, the application of the
EU Green Taxonomy was limited to continuing operations.
The data for 2022 have been restated accordingly.
The diagram below shows the technical criteria that determine alignment:
Eligible activities
Eligible activities
are defined and first
categorised based on
their contribution to six
environmental objectives.
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.
(Alignment currently
applies to the climate
change mitigation
and climate change
adaptation objectives.)
(*) DNSH: Do No Significant Harm.
MS: Minimum Safeguards
262
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.2.3.2. Incorporating the Taxonomy
into Casino Group’s
ESG strategies
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 risk identification campaign
and 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, the circular economy
(waste and pollution management, eco-design of products
and packaging), as well as biodiversity and preventing
deforestation are considered to be material issues for the
Group, and are 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.
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 reviewing, 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”.
Casino Group is also committed to preserving biodiversity,
in particular by taking part in national and international
initiatives, participating in stakeholder coalitions, and acting
to mitigate the impact of its direct and indirect activities.
All of these measures are described in section 3.5.4.6.
The circular economy, another Taxonomy objective, is also
an issue that the Group is addressing through its policies
and actions. The Group is deploying a series of measures
to reduce the consumption of materials and natural
resources. For example, it has signed the Plastics Pact, and
is committed to the eco-design of its packaging, second-
hand sales and waste recovery. Details of its commitments,
policies, actions and performance are set out in section
3.5.4.4 “Supporting the circular economy”.
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 Regulation (EU) 2020/852 and its annexes, in
particular the Delegated Regulation of 4 June 2021, which
establishes the technical screening criteria for determining
the conditions under which an economic activity qualifies
as contributing substantially to climate change mitigation.
Several meetings were organised with Group entities to
review the criteria and to ensure the completeness of
financial data relating to the activities covered.
263
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.2.3.2.1. Evaluation and methodology
■ Taxonomy-eligible and Taxonomy-non-eligible
activities
All of Casino Group’s Taxonomy-eligible economic activities
– by virtue of their contribution to all of the environmental
objectives – were subject to review. Specific meetings were
held to examine eligibility under the four new objectives
applicable in 2023.
This in-depth review identified two types of Taxonomy-
eligible activities: (i) a 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 is then
transferred to third parties for sorting and recovery.
This same main activity was identified as part of the
comparable Taxonomy reporting in 2022.
■ Individually eligible CapEx and OpEx
■ 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, conducted
in 2022, covering more than 99% of the Group's network,
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).
Due to the current lack of eligible turnover (< 1%), OpEx
associated with activities that contribute to turnover could
not be classified as eligible.
In 2023, on the basis of these results, adaptation solutions
were examined and integrated into the Group's ESG
roadmap.
The Group identified activities resulting in CapEx that can
be considered individually eligible.
For the climate change mitigation objective, the following
activities are considered individually eligible:
● 3.6 “Manufacture of other low carbon technologies”: 3D
cardboard packaging machine at Cdiscount;
● 6.6 “Freight transport services by road”: transport of goods
sold in stores;
● 7.3 “Installation, maintenance and repair of energy efficiency
equipment”: installation of energy efficiency equipment,
thermal insulation, etc.;
● 7.7 “Acquisition and ownership of buildings”.
For the "transition to the circular economy" objective, the
following activities are considered individually eligible:
● 2.7 “Sorting and recycling non-hazardous waste”;
● 3.2 “Renovation of existing buildings” (structural work/
construction).
For operating expenditure, the Group considered applying
the exemption rule applicable to the disclosure of this KPI
(see details in the note on methodology).
The Group’s policy of improving insurance 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 management plan, water law
(loi sur l’eau), local planning) in France.
● 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, due to
the nature of these activities and the fact that 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.
264
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) ● 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).
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.
- 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. 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.
● Methodologies for verifying substantial
contribution (SC) and specific DNSH criteria
The entities analysed the substantial contribution (SC)
and DNSH criteria specific to the activities listed in the
Taxonomy with reference to the extensive work carried out
in 2022, when these criteria were applied. 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.
265
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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: separate collection of non-hazardous
waste in stores and warehouses, sorted and prepared for reuse or recycling.
SC: waste is sorted on site mainly into bales of cardboard and plastic. Waste is
then collected by service providers under contract, who ensure waste separation
and recovery.
DNSH “The transition to a circular economy”: waste separation and treatment
by recycling service providers comply with applicable local standards.
6.6 Freight transport services by road Aligned activity for Franprix: transport by electric vehicles.
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 2023. The rest
of the DNSH criteria relating to the circular economy and pollution objectives
were considered to have been met based on manufacturers’ confirmation.
Aligned activity for Monoprix and Cdiscount: mainly LED relamping of sites,
insulation work (e.g., cool roof paints), door installation/replacement, HVAC
(heating, ventilation and air conditioning) systems using energy efficient
technologies.
SC: these activities comply with minimum requirements set for individual
components and systems in compliance with applicable laws in France.
DNSH “Pollution prevention and control”: building components and materials
comply with applicable laws in France.
Aligned activity for Monoprix occurs mainly through partnerships for the
deployment and installation of charging stations in its stores.
SC: the activity corresponds to one of the characteristics listed in the Delegated Act.
DNSH: none.
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.
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)
7.7 Acquisition and ownership of
buildings
Casino Group also identified eligible non-aligned activities for the first two objectives. In accordance with the guidelines,
in 2023, the last four objectives were only assessed for eligibility:
● activity 3.6 “Manufacture of other low carbon technologies”. 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 2023.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.2.3.2.2. Results
The detailed tables are presented in section 3.8 of this document.
The data reported for the activities are based on actual data at the end of December 2023.
■ Eligibility and alignment results for 2023
The indicators are turnover (net sales), CapEx and OpEx(1). For the 2023 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
(%)
8,957
442
-
0.02%
16.90%
-
Proportion
of economic
activities not
eligible for the
Taxonomy
(%)
99.98%
83.10%
-
Proportion
of economic
activities
eligible for and
aligned with the
Taxonomy
(%)
Proportion
of economic
activities eligible
for and not
aligned with the
Taxonomy
(%)
0.02%
1.24%
-
99.98%
98.76%
-
Net sales(1)
CapEx(1)
OpEx(2)
(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 0.02% at 31 December 2023.
The proportion of capital expenditure eligible for the Taxonomy was 16.90%.
■ Change compared to the previous year
● Change in eligibility results
2023 total
as defined by
the Taxonomy
regulation
(€ millions)
2022 total
as defined by
the Taxonomy
regulation
(€ millions)
Proportion of
economic activities
eligible for the 2023
Taxonomy
(%)
Proportion of
economic activities
eligible for the 2022
Taxonomy
(%)
Change
(%)
Change
(bp)
2.06
74.70
4.12
-50.09%
67.01
11.48%
-
-
0.02%
16.90%
-
0.04%
-0.02
15.17%
-
1.74
-
Net sales
CapEx
OpEx
■ Outlook
Following the first two applications of the Taxonomy, 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.
267
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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.
In France, Management and the representative trade unions
decided to implement a Casino CSR agreement in 2014. A
third agreement was negotiated in 2020 and signed for the
2021-2023 period. In Brazil, GPA maintained constructive
social dialogue by working with 170 trade unions covering
100% of employees. In Colombia, Éxito implemented three
three-year collective bargaining agreements signed in 2022
and a collective bargaining pact on working conditions for
all employees.
Employee engagement and opinion surveys are also
carried out regularly by the subsidiaries to gauge
employee expectations. For example, Monoprix renewed
its engagement survey in 2023, with a participation rate of
82%, up four points on the previous year. A Let's Talk About
it forum was also made available on the intranet, allowing
all employees to put their questions directly to Executive
Committee members and the Chairman.
Launched in 2020, the Casino Acting for the Planet
programme (Casino Agissons pour la Planète – CAP)
enabled employees of Casino stores (hypermarkets and
supermarkets) to express their CSR expectations and
discuss 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.
I n d i ca t o r s we r e d e f i n e d t o m o n i t o r p r o g ra m m e
implementation, and the results were shared on social
media. The CAP programme was awarded the Enseigne
Responsable label from Collectif Génération Responsable.
Aligned with ISO 26000 and in accordance with the
Sustainable Development Goals (ODD), 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 2023, a review of the expectations
of the banners' stakeholders was carried out with the aim
of renewing the CAP programme and its commitments.
In South America, Éxito conducted an employee work
environment survey in 2022, with a participation rate
of 98%. In Brazil, GPA conducts an annual employee
engagement survey called Fale na Boa. In 2023, 80% of
GPA employees took part in this survey. The banner also
measures employee satisfaction every year using the e-NPS
(Employee Net Promoter Score) methodology, and improved
its score by 7 points in 2023 compared with 2022.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 reachable 24/7 by telephone
(at a toll-free number), post or online, 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.
● Regular training programmes in customer satisfaction
and listening to customers.
● Social networks: Casino Group and its banners have accounts
on the various social networks that 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 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 in all the Group's entities in France
and internationally using the NPS (Net Promoter Score).
In 2023, Casino banners won the "Best Franchise of the
Year"/"Best Chain of the Year" award in the "convenience
retail" category. This prize recognises the work carried out
by employees of the Casino Convenience banners (Spar,
Vival, Petit Casino and Casino Shop) and more particularly
the managers and operators of the convenience stores
who work to provide a quality retail experience and to
serve communities on a daily basis. In 2023, 194 Franprix
employees received training on customer relations. In
Colombia, Éxito uses other indicators to measure customer
satisfaction such as the Customer Effort Score (CES) and
the Net Satisfaction Index (INS), in addition to NPS. The
banner also carries out in-store and online customer surveys.
● 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. In Colombia, the
Éxito programme has more than six million members.
This system serves to monitor and measure customer
satisfaction and to adapt products, services and store
formats to expectations. 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).
269
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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. 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.
In 2023, this initiative was reinforced by interviews with
the Group's top 100 suppliers (see section 3.5.4.2.4).
The Group also organises annual meetings with its
suppliers to present banners’ business strategies and
its expectations for suppliers. At the 2023 meeting,
the Group reiterated its climate commitments and its
desire to step up actions to reduce the carbon footprint
of products sold. In a similar approach, Cdiscount
analyses the ESG performance of its main suppliers and
marketplace vendors.
(iii) With production chains: the Group has forged around
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. In 2020,
the Group became 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.
(v) 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 600 local producers. Producers are offered
a programme of technical assistance, productivity
improvements, and delivery management, along with
a pledge to buy their products at the best possible
price, which helps drive local social and economic
development. For more than 20 years, GPA has been
supporting the Caras do Brasil programme to promote
the purchasing of products from small producers.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 around 500 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.
Franprix has set up collective recruitment sessions with local
missions to promote professional integration.
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.
● In France, stores organise several collections each year for
local associations and form partnerships with local sports
clubs, with updates shared regularly on social networks.
Monoprix, for example, supports the Protection Civile
teams in Paris through an annual collection of hygiene
kits. Cdiscount supports associations through donations
of returned items, co-branding campaigns and funding
for charity programmes.
● In Brazil, Institut GPA supports local communities close
to its stores by implementing programmes to promote
employment for disadvantaged people. And since 2018,
the Mãos na Massa programme, in partnership with
other community organisations, has offered people the
opportunity to discover the baking and confectionery trades.
In 2023, 11 cohorts were organised in partnership with
three community organisations. Over 200 people received
basic baking and confectionery training. In Colombia,
Éxito supports local communities through its foundation
to combat malnutrition, which offers health and nutrition
training courses to over 2,200 parents.
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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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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 Health and
Safety in the Textile and Garment Industry, the Palm Oil
Transparency Coalition, the Soy Transparency Coalition, and
the Retailer Cocoa Collaboration Coalition. 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, the working
parents observatory (Observatoire de la Parentalité), 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. GPA is a member of several associations:
the Ethos Institute, the AKATU Institute, which organises
awareness-raising and mobilisation campaigns around
sustainable consumption, textile association ABVTEX, which
works for sustainability and decent working conditions
throughout the textile supply chain, and the National Pact
Institute for the Eradication of Slave Labor (InPACTO). GPA
is committed to working with GTFI, the working group
dedicated to monitoring indirect suppliers to the Brazilian
beef industry, and GTPS (Sustainable Livestock Roundtable)
dedicated to the creation of more sustainable beef chains,
and has joined the multi-sectoral Brazil Climate, Forest
and Agriculture Coalition movement to promote a new
economic development model based on zero-carbon
principles. 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, and the Consumer Goods Forum, which
it joined in 2007.
In 2023, the Group responded to various requests and
questionnaires from recognised NGOs, particularly on
issues of climate change, sustainable feed, animal welfare
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, and BBFAW.
272
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 Code of Ethics and
Business Conduct.
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.
The implementation of the compliance and anti-corruption
programme is the responsibility of 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.
3.4.1. GROUP ETHICS COMMITTEE
The Group Ethics Committee was created by Casino
Group 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 is also the Group Ethics
Officer and acts as Committee Chair, the Group General
Secretary, the Group Director of CSR and Engagement, the
Group Internal Audit Director, the Group Employment Law
Director, the Group Internal Control Director, the Secretary
of the Casino, Guichard-Perrachon Board of Directors and
the Ethics Director.
As part of their responsibilities, the Group Ethics Committee
and the Group Ethics Officer ensure the implementation
and proper functioning of an anti-corruption and prevention
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 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, whistleblowing, 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 political
candidates, 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.
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, intermediaries, public authorities, temporary
workers, etc.).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 and protecting
the whistleblowers and the people being reported, in
accordance with the requirements of the Sapin II law.
In France, Group employees may contact the network
of ethics officers by means of confidential and secure
whistleblowing lines if they have anything to report.
External stakeholders can now also use these specific
whistleblowing lines.
In Brazil, Colombia, Uruguay 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 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.
3.4.5. TRAINING AND AWARENESS
To develop a culture of ethics and transparency, Casino
Group deployed training and awareness-raising mechanisms
in 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, internal
communication campaigns, and distributing messages
via intranets;
● online training modules on the following topics:
- fight against corruption,
- procedure for reporting alerts,
- management of conflicts of interest,
- gifts and invitations policy;
● the reinforcement of measures taken during the
accreditation process of suppliers and the training of
buyers in the reinforced control expected of them;
● the presentation of results of corruption risk mapping
and Sapin II audits to the Executive and Management
Committees of the entities in question, in the presence
of the corresponding Ethics Officers.
In 2023, 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 also updated the "Procedure for recording alerts"
module to take regulatory changes into account. By the
end of 2023, the modules were proposed to more than
11,300 employees.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Internationally, the following initiatives have been
implemented:
● in Colombia, the Guardianes Grupo Éxito digital training
programme offered to all employees includes three modules
on compliance, and covers the transparency programme,
the Code of Ethics and Conduct, the gifts policy and
reporting channels. The "Sarlaft Almacenes" module trains
employees on the technical aspects of preventing money
laundering and the financing of terrorism;
● in Brazil, GPA's Ethics and Compliance Programme is
managed by the Compliance department and has three
focuses: prevention, detection and response, in accordance
with Brazilian and French anti-corruption laws (Sapin II)
and GPA's internal rules. In 2023, several important training
events were held: a workshop on companies providing
security services, training during the ESG Week, a conference
on promoting integrity and fighting corruption, etc.;
● 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
The first digital declaration of interest campaign ended
in January 2023. It was distributed to a sample of 4,500
employees of the French business units, with a response
rate of 90%. The next campaign will be organised in 2024.
A second ethics survey was conducted at the end of 2023
(the first survey was conducted in 2019). It was completed
by 10,000 managers and supervisors. The objective was to
assess awareness of the compliance and anti-corruption
programme and identify areas for improvement in the
system.
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
maintains regular and open dialogue, which helps shape
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, etc.), as well
as associations of local elected officials, with whom it
interacts on topics of general interest (the revitalisation of
city 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.
275
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
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;
● 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.
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 is publicly available on its corporate
website (www.groupe-casino.fr/en).
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;
● 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.
● establishing a training programme and awareness
For more information, see Chapters 4 and 5.
campaigns for employees;
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 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.
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
consistent management and centralised reporting;
● information systems security is monitored by Management,
giving rise to two annual presentations to the Executive
Committee and one to the Audit Committee;
● a Security Committee was set up in 2023, bringing together
the various department managers on a quarterly basis to
discuss and make progress on security issues;
● a Data Committee, which meets twice per quarter, is in
charge of monitoring all matters related to personal data;
● a specific cybersecurity governance system was rolled out
at all subsidiaries to enable consistent and centralised
tracking.
In addition, the Group has an insurance policy covering
cybersecurity risks.
Eligibility for such a policy depends on being able to
demonstrate that several essential services have been
implemented:
● “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.
277
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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. Casino Group is a major employer in France,
Brazil and Colombia.
Casino Group has 121,205 employees, 52% of whom
are women. 36% of employees are based in France and
64% in South America. The data in section 3.5.1. covers
the scope of the Group at 31 December 2023, excluding
Disco Devoto.
Workforce by country
Workforce by age
28%
Colombia
3%
Argentina
18%
Over 50
33%
Brazil
48%
Men
Workforce by gender
36%
France
52%
Women
49%
30 to 50
years old
33%
Under 30
The vast majority (96%) 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 83% of Group employees.
Trends in the Group’s business enabled more than
55,300 people to be hired on permanent or fixed-term
contracts in 2023, of which more than 63% 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 32% in 2023, with differences
between entities reflecting specific local contexts.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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
4%
Fixed-term
96%
Permanent
Permanent/fixed-term workforce
7%
Fixed-term
3%
Fixed-term
FRANCE
93%
Permanent
LATIN
AMERICA
97%
Permanent
Full-time/part-time workforce
Full-time/part-time workforce
22%
Part time
17%
Part time
83%
Full time
14%
Part time
FRANCE
78%
Full time
LATIN
AMERICA
86%
Full 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, in France, the Group has undertaken
to give priority to part-time employees when filling a
new full-time position. Since 2012, a voluntary system
has enabled more than 3,700 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.
279
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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, each Éxito store has been equipped with
a biometric time clock, which is accessible to employee
representatives and union delegates, and the company
also provides employees numerous channels for reporting
problems with working hours or workload;
● 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, more
than 600 caregiver employees at Casino entities have
benefited from almost 6,000 days of leave donated
by 1,300 employees, with a 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 who 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 guiding 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.
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 2009, Casino Group was the first retailer to earn France’s
Diversity Label, awarded by Afnor Certification to the
Casino banners. The aim of the certification is to prevent
discrimination in human resources procedures and
recognise 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 2022, all of the Group's entities in
France were audited again for certification, including
Cnova (Cdiscount), which was awarded the Afnor Diversity
and Workplace Equality labels for the period 2022-2024.
Monoprix also renewed its Diversity and Workplace Equality
Label in 2023.
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
● In addition to the Diversity and Workplace Equality label,
entities in France have also expressed their commitment
through agreements negotiated with employee
representatives. Cdiscount is recognised as a leader in
diversity and inclusion, as evidenced by its inclusion in
the “Financial Times” Diversity Leaders ranking for the
fifth time in 2023.
● 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 South America, Éxito updated its diversity, equity and
inclusion policy, which was approved by Management.
Under its Diversity Charter and diversity policy, in 2015,
GPA in Brazil rolled out 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. The banner is a member of the Business
Coalition for Racial and Gender Equality, the Business
Coalition to End Violence Against Women and Girls, the
360° Women's Movement (MM360), the Unstereotype
Alliance, Women's Empowerment Principles (WEP), the
Corporate Network for Social Inclusion and the Business
Forum for LGBTI+ rights.
280
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) ■ 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 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 awareness initiatives
and information campaigns for its employees on diversity-
related topics. Training modules relating to diversity and
non-discrimination have also been rolled out annually
since then.
● GPA organises 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. For the
first time in 2023, Diversity Week was combined with
Sustainable Development Week ("ESG Week"), with
the aim of reinforcing GPA's commitments and raising
awareness among employees and business partners
about diversity and sustainable development initiatives.
● Responsible hiring
Non-discriminatory hiring methods and systems have
been widely deployed across the Group.
● Courses on non-discriminatory hiring have been deployed
in France for human resources teams, store managers and
other people likely to be involved in the hiring process.
Internationally, training is also offered to people involved
in hiring.
281
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) ● New, non-discriminatory recruitment methods can also be
used by Group banners, such as the simulation (role-play)
recruitment method (SRM). 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 participate in multiple job forums
and meetings with staffing agencies such as local
employment offices every year.
■ Commitment control
The implementation of commitments is checked during
the interim and renewal audits for Afnor Diversity and
Professional Equality certification.
The Group participates in the survey of perceptions of
equal opportunities and diversity, in place since 2017 at
Casino and Monoprix and conducted every two years 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. The 2023 results will be published in 2024.
Lastly, a number of the Group’s entities have discrimination
counselling and advice units providing a channel for
employees to communicate, on a confidential basis,
whenever they experience or witness actual or perceived
discrimination. In Brazil, GPA has 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 banner.
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.
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. In
2023, Monoprix signed its eighth three-year agreement on
employing workers with disabilities, which was approved
by the Regional Economy, Employment, Labour and Social
Affairs Department (Drieets) and Cdiscount its third such
three-year agreement. In 2022, Franprix negotiated its
first agreement with unions on disability. 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.
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
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) and analyse the difficulties faced by employees in the
onboarding process and in their jobs. Éxito is pursuing
its commitment to supporting people with disabilities, in
particular through the use of sign language interpreters
for the hearing impaired during training programmes.
A special programme has also been developed to greet
and assist hearing-impaired shoppers.
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;
The Group’s entities are also developing partnerships with
companies in the protected sector employing people with
disabilities.
● 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;
● 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
cover 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 six years, the
Group has also been participating in DuoDay, which allows
around 30 duos combining people with disabilities and
volunteer professionals to be trained each year.
● 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 adapt their
jobs or workstations, conducting ergonomics studies and
acquiring specially designed 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.
● training for employees on serving customers with disabilities;
● improving the accessibility of call centres and public
location telephone numbers for deaf, hard-of-hearing,
deaf-blind and aphasic users and providing training in
French sign language to employee volunteers in stores and
at headquarters to create a more welcoming environment
for deaf and hard-of-hearing employees;
● "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 5,145 employees classified as
having a disability working under permanent or fixed-term
contracts, representing 4.2% of the headcount.
See Group performance indicators in section 3.6.
Proportion of people with disabilities
on the workforce
2025
objective
2023
2022
2021
4.5%
4.2%
4.0%
3.9%
283
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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, from vocational
trade certificate level (CAP) to Master’s degree level.
● In South America, Éxito, Libertad and GPA partner with
national apprenticeship organisations (schools, universities,
SENAC in Brazil, SENA in Colombia) and participate in
a wide range of job fairs. In 2023, as part of its Jovem
Aprendiz initiative aimed at helping young people enter
the workforce, GPA's dedicated youth recruitment team
stepped up its hiring and mentoring programme for
young apprentices. At the same time, the banner is taking
steps to promote the employability of people over 50.
● 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 take part
in multiple initiatives on employment opportunity and
recruitment of young people every year, with information
sessions on different jobs, store visits, school visits,
recruitment sessions and help in preparing résumés and
cover letters.
● Combat stereotypes
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.
● 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 and 2018), 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 offers, for example, a
dedicated orientation programme called C Duo Génération,
which assigns a mentor to facilitate the onboarding of
young employees, and provides housing assistance for
work/study trainees.
■ Performance
The Group employs 5,173 work-study students and
apprentices. In 2023, Casino recruited 569 people from
disadvantaged neighbourhoods in France and 303 interns
or work-study students.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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. Since September 2022, the entire
Group in France is certified following an audit to renew the
labels and extend 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 has
been a WEPs signatory since 2017;
● 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.
The Group Collective Agreement, signed by Casino on
7 September 2021, led to the creation of a training
programme (Si Elles), designed to help break the glass
ceiling restricting career development opportunities for
women. A training module to raise awareness about sexism
was organised in partnership with #BalanceTonStage for
work-study students, interns and their supervisors at Group
entities in France. Monoprix, Franprix and Cdiscount also
signed specific gender equality in the workplace agreements
with 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 workplace
equality policy is supported by the Diversity Committee. In
2023, male members of the executive team reaffirmed
their commitment by signing the Manifesto for Equal
Opportunities and the Women’s Empowerment Principles
with UN Women Brazil.
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.
Casino Group is aiming for women to account for 45% of
total management 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 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
implemented action plans to support employees with
children.
285
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) ■ Main initiatives undertaken:
● Measuring progress to ensure effective action
The six performance indicators defined in the Diversity
Scorecard are monitored by the Human Resources
departments. Trends are analysed and best practices are
shared 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
2023, as for 2024, the workplace gender equality index
(weighted average index) across all the Group's entities in
France was 95/100, up +1 point compared with 2022 and
20 points above the legal minimum score (75/100). Of the
29 calculable indices published by the Group, 17 of them
are above 90/100 and represent 90% of the employees
covered by the index. Based on the pay analyses carried
out to calculate the index, Casino pledged, during the
2023 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 2023, Monoprix signed its fourth agreement in favour
of workplace gender equality, which includes three new
measures, one of which is to support women who are
victims of violence by granting five half-days paid leave for
administrative and/or medical procedures.
● 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.
All-women Talent Committees meet to identify potential
candidates for management positions in France: eight
meetings were held in 2023, and 271 suitable profiles were
identified and brought to the attention of 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 2023, around 40 participants
were selected for ad hoc training programmes and coaching
sessions were conducted based on the recommendations
of the Women's Talent Committees.
● Gender balance is taken into account when selecting
participants for all the development programmes on offer.
● The Group's gender diversity network, which was renamed
Pluriel in 2023, 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 also highlights role
models through webinars.
● 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 GPA digital platform. In 2023, the company
exceeded its target of increasing the share of women in
management positions (managers and above) to 40%
by 2025. It has now committed to increasing this share
further to 50% by 2025. 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
among employees, increasing the share of women in
top management positions, and ensuring gender pay
equality. After obtaining the Equipares silver certification
in 2020 (and bronze in 2019), Éxito obtained the highest
level (gold) in 2022.
● 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 and was updated in June
2022. In Colombia, Éxito once again organised the Mes de
la Equidad to celebrate gender diversity in the company.
(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.
286
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) (iii) Combating domestic violence
The Group has implemented an action plan to combat
domestic violence and helps disseminate the nationwide
campaign initiated by the French government in 2020. The
annual corporate campaign aims to highlight the 3919
emergency hotline number for women if they are victims
of gender-based violence, in partnership with the French
ministry in charge of women’s rights. 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 employees, regardless of gender.
In Brazil, GPA takes part 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. In Colombia, Éxito introduced an employee
survey to combat domestic violence.
● 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 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. 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. This
programme was extended in 2023 to include the spouses
of Group employees, who were granted an additional 15
days' paternity leave. In Colombia, parents are eligible for
the Vínculos de amor programme, and can also receive
financial support.
(iv) Partnering with UN Women
■ Performance
The Group’s commitment to UN Women, which dates back
to 2016, continued with the implementation of Diversity
Scorecard action plans. In 2023, the Group continued to
support UN Women France’s Orange The World campaign
to combat violence against women across all banners in
France. This campaign is designed to raise awareness among
our customers and employees through events organised
in our stores, as well as through co-branding and round
up donation campaigns in the Group's various banners.
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.
(v) 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;
The percentage of women in management positions at
the Group level rose to 42.7% in 2023, up from 2022
(+0.5 point).
See Group performance indicators in section 3.6.
Representation of women in the consolidated
workforce and in management by country
2025
objective
Group
France
Latin
America
45%
51.9%
42.7%
53.1%
44.06%
51.2%
37.9%
% of women in the workforce
% of women in management
287
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.5.1.3. Providing an environment conducive to employee fulfilment
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.
Working closely with employee representatives and
nurturing constructive, ongoing social dialogue across
the Group enhances 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.
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.
■ Action plan
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, the main agreements and action plans in place
address 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;
● 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.
Professional elections embody the concept of democratic
representation within the Group. By giving employees the
opportunity to choose their representatives, the elections
enshrine the right of employees to participate in the life
of the Company and ensure representation of trade union
organisations.
In 2023, the Group's employees were called upon to vote
for their representatives on more than 500 employee
representative bodies.
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.
Grupo Éxito has made social dialogue one of the strategic
pillars of its commitment to human resources, and has
reaffirmed its compliance with national and international
standards in its trade union and collective bargaining
agreements. For the 2022-2025 period, Grupo Éxito
signed three collective agreements on wage conditions,
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 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 paid hours for representation purposes in addition to
the allowance provided by law. It also includes provisions
for monitoring the career development of employee
representatives (salary increases, incoming and outgoing
interviews, dedicated training for employee representatives
provided by external organisations).
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.
288
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.5.1.3.2. Measuring the employee relations climate and establishing tools to foster dialogue
Group entities conduct engagement studies with their
employees.
● The Monoprix and Casino banners were again recognised
as Top Employers for 2023.
● For example, 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.
This engagement survey was repeated in 2023 with a
participation rate of 82%.
● GPA was certified as a Great Place to Work for the
second year running in 2022. Éxito carried out its 2023
engagement survey, with the participation of more than
29,000 employees. Éxito also measured its E-NPS with
a result of 70.6, representing an increase of 6 points
compared to 2022.
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.
■ 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 Chief Executive Officer
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); the Group’s Scope 1 and Scope 2
greenhouse gas emissions in France; and the proportion
of women in management in France. The proportionate
variable compensation fluctuates on a straight-line basis
between the 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 in
France” to measure gender equality;
- the “Group’s Scope 1 and 2 GHG emissions in France”
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, part of the executive variable
compensation is also subject to the achievement of
quantitative CSR targets. 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 2023 index covered the reduction in Scope 1
and 2 CO2 emissions and the percentage of women in
management positions.
289
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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,
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 (and their subsidiaries).
notably thanks to the subsidies paid by these companies
to their Social and Economic Committees (formerly works
councils).
● 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. At GPA, employees enjoy a number of
benefits, including 60 additional maternity leave days, 15
additional paternity leave days, assistance for parents of
young children, financial aid for school supplies (subject
to income), and meal vouchers.
In 2023, around 55,000 employees in France received
payments under statutory profit-shares in respect of 2022,
for a total gross amount of €15 million. In 2023, around
20,000 employees will have benefited from discretionary
profit-shares in respect of 2022, for a total gross amount
of €4.1 million.
■ Incentive
■ Savings plan
The Group’s first discretionary profit-sharing plan was signed
in 1986 in France for employees of the Casino banner.
An agreement signed on 23 March 2022 maintains the
provisions regarding the “solidarity” profit-share for stores
that enables the employees of these sites to benefit from
the performance of their entire business segment, as well
as provisions regarding a “local” profit-share (that reflects
the performance of each site). It also includes a new profit-
sharing criterion that takes into account the contribution
of central service employees to operational performance.
Other Group companies (including Monoprix, Cdiscount,
and certain Franprix entities) (and their subsidiaries) have
also set up discretionary profit-sharing schemes for their
employees.
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 2023, around 79,700 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 €141.2 million or
approximately €1,770 per investor. In 2023, the Group’s
French companies paid around €1 million in matching
contributions into employee savings plans.
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.
The Casino Group CSR and Engagement department
con du cted internal reviews to analyse emp loye e
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.
290
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 2024, 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.
3.5.1.3.7. Fostering health, safety and quality of life at work
■ Commitment
The Group’s process is based on three principles:
The Group is actively engaged in improving the safety and
physical and mental health of its employees.
(i) Rolling out preventive measures to improve on-
site safety and mitigate occupational risks
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 subsidiaries.
The Group deployed an occupational risk prevention process
several years ago. This process was drawn up in France with
the trade unions within the framework of agreements
specifying the objectives, methods and expected outcomes,
particularly concerning the prevention of musculoskeletal
disorders, psychosocial risks, and difficult working conditions.
Occupational risk assessment campaigns are conducted
annually in every Group entity. To prevent occupational
risks, many training courses are offered on matters such as
proper posture and movements, safety rules, fire prevention,
managing antisocial behaviour and road safety.
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. 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) (ii)
Improving the quality of life at work and
the working conditions of employees
Adjusting working conditions and fostering an
appropriate work-life balance
To improve the quality of life at work and the working
conditions of employees, action plans have been rolled out
in every Group entity, 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 quality of worklife for
employees and drive corporate performance, by encouraging
the caring approach to 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 7,900 managers (including members of the Group
Executive Committee, unit management committees,
etc.) through presentations by external consultants (over
200 conferences organised to date) and the roll-out of an
e-learning platform where any manager can extend the
learning experience and access practical, useful content
(videos, quizzes, etc.). A network of around 950 “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, health insurance or
specialist structures/associations. The caretakers receive
dedicated training to assist them in their duties. The
eight levers of caring management have been integrated
into the managerial training curricula and the new hires
induction programme. A “Caring Management Practices”
training module has been added to the Management and
Trade Master’s programme at Jean Monnet University in
Saint-Étienne, and around 100 employees have completed
it since its creation.
To combat and prevent the antisocial behaviour that may
be experienced in the workplace, employees are offered
training. Services are available at the French banners to
provide psychological support to any employees concerned
by potentially traumatic incidents.
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.
To strike a better balance between work and private life,
an important factor contributing to quality of life at work
for employees, 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, agreements on health, safety
and working conditions were signed in 2022, as well as
agreements on working from home.
● 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.
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.
(iii) Conducting awareness and screening
campaigns on public health issues
The Group organises information and prevention workshops
and other initiatives to raise employee awareness about
major public health issues.
Over the past few years, Casino has held health risk
prevention workshops that offer head office, store and
warehouse employees an opportunity to meet with
healthcare professionals (occupational health physicians,
nutritionists, tobacco addiction specialists, and ergonomics
specialists, etc.) and to participate in dedicated workshops
(smoking prevention, cancer prevention, nutrition, cardiac
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) rehabilitation, hearing and eye sight screenings, workplace
ergonomics to prevent musculoskeletal disorders,
sophrology, 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
improve support for employees who have developed cancer,
by maintaining their employment and preparing for their
return after remission. This commitment was renewed by
the members of the Executive Committee in October 2023.
An e-learning training course on "supporting employees
affected by cancer, a disabling illness or other situations
of health-related vulnerability" is available to managers.
Communication campaigns and prevention messages are
distributed to employees throughout the year, drawing
on French campaigns such as Blue March (colon cancer
prevention), Quality of Life and Working Conditions Week,
Pink October (breast cancer prevention), Smoke-Free
Month, etc.
Internationally, Éxito has implemented cross-cutting
initiatives to promote healthy habits and lifestyles among
internal and external employees, and offers risk prevention
workshops. In Brazil, GPA has partnered with Gympass (an
application giving access to several gyms for a monthly
subscription fee) to encourage physical activity and ensure
employee well-being. In 2023, GPA inaugurated dedicated
space at its head office for activities related to health,
well-being and care, and organised an awareness-raising
week on the theme of workplace accident prevention.
■ 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 12.5 in 2023, down by 2.3
points compared to 2022.
The severity rate also declined in 2023 compared to 2022,
down by 0.26 points to reach 0.59.
The absenteeism rate due to accidents and illness was
3.5% in 2023, a decrease of 0.8 points compared to 2022.
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 myriad
opportunities for mobility and professional growth. Internal
mobility is a priority for the Group, and one of the keystones
of its human resources policy.
● succession plans;
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 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 to
developing and facilitating internal and external mobility,
through the dedicated C'ma Carrière service, open to
employees of all the French banners;
● high-potential talent programmes are developed at Group
level. For young talents, two support programmes are
offered in the first two years of employment. The Talent
Pool offers three 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. Four programmes are offered to employees
with more than ten years of experience, identified on the
basis of individual reviews and/or by internal 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.
● 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 strengthened the Group's commitment
on developing and facilitating internal mobility, through
the C’ma Carrière service run by mobility correspondents
and open to employees of all the French banners. In
addition, the career development, employability and skills
agreements facilitate the implementation of individualised
training paths.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 eight main subjects:
● health, safety and quality rules and practices, in compliance
with the Group’s occupational health and safety policies
and applicable legislation;
● compliance training, in accordance with Sapin II and
GDPR laws;
● CSR training, in line with the Group's commitments in terms
of climate impact and gender equality in the workplace,
with the introduction of training courses specifically aimed
at women;
● 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 service, a strategic concern for the
Group;
● training in management, leadership and the new
management practices needed to support successful
transformations;
● quality of life at work training, to support HR policies and
the well-being of employees at work;
● soft skills training (communication, problem solving,
emotional skills, etc.).
Training in the Group is delivered by dedicated teams:
● In France, Campus Casino, the training centre for the
Casino, Franprix and Cdiscount banners and Cézane, the
Monoprix training centre, develop and implement skills
development plans.
● In South America, Éxito uses virtual platforms to deliver
specialised content to complement its in-person training.
More than 400 training programmes aimed at developing
skills and knowledge are available on the platforms. GPA
also offers the "What do you want to learn today?" online
training platform to its employees.
The French banners are:
● expanding the number of trade certification programmes
for employees taking up new professions, such as certificates
in customer service for floor staff, sales management, and
team leadership. 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;
● 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, around 100 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;
● setting up training on climate issues, such as the Climate
Fresk and 2 Tonnes workshops;
● helping everyone adapt to new AI and data technologies
thanks to a digital academy. Certification courses are also
available in digital marketing, enabling students to acquire
a set of skills leading to a Master's-level qualification.
■ Performance
Each employee received an average of more than 24 hours
of training in 2023.
See Group performance indicators in section 3.6.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
3.5.2.1. Supporting food aid
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 2023, more than 56 million meal equivalents (more
than 28,200 tonnes of produce) was donated to food banks
or similar social welfare organisations under the Group’s
collection and recovery initiatives:
● 2,400 tonnes collected from customers, largely during
the nation-wide collection campaign;
● 25,800 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
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.
3.5.2.2.1. Education through theatre
Casino Foundation celebrated "10 years of education
through theatre" in 2020. Since its creation in 2009, it has
enabled over 40,000 children to learn about 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, which offers 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
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.
The banners in South America have taken up a similar
approach and are continuing to donate to partner
institutions. For example, GPA is pursuing its partnership
programme to combat food waste through donations of fruit
and vegetables to food banks and charities. Éxito supports
25 local food banks and close to 150 organisations.
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
2023-2024, the Foundation has selected 12 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 2023 event raised
nearly €85,000 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.
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
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) improving social integration and access to culture. Since
2020, the Foundation has been supporting two non-profit
organisations using theatre as a teaching medium: La Source
(La Guéroulde branch) and Ateliers Amasco (Rhône-Alpes
branch). In 2023, the Foundation also renewed its support
for the Mom'artre association (Argenteuil and Bordeaux
branches) and for six accredited theatres that work with
local social or special educational needs structures to
give vulnerable young people, some with disabilities,
the chance to try acting. It invested €138,000 in these
projects in 2023.
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. Around 60,000 children
benefit from the Foundation's programmes every year, with
over €4 million invested.
3.5.2.3. Supporting organisations that fight 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 €6 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 2023, funded 34 projects aimed
at combating isolation in cities and facilitating access to
basic necessities, raising a total of nearly €300,000.
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 2023. 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 French public (with more
than 250,000 participants) in 2022, specific projects
were selected based on proposals received. Initiatives to
promote gender diversity in the tech sector in particular
are supported by the banner.
Franprix supports the nationwide food bank collection drive
each year and also organises five food drives throughout
the year in several stores with its partner, Phenix. Thanks
to these food drives, 194 tonnes of food were donated to
partner associations.
Casino Group and its banners are supporting the Gustave
Roussy institute and its teams in the fight against childhood
cancer. In 2021, 2022 and 2023, a number of round-up
donation campaigns were organised in the Group’s stores
in France, raising almost €900,000 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 enter
the world of work.
The Group has been working alongside public authorities
since 1993 to help young people find 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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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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. The Group
supports the Institut de l'Engagement, which offers
personalised support to young people who have carried
out 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, 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 its initiatives to help disadvantaged
young people 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.
To support the professional integration of young people, the
banner recruited around 30 work-study interns in 2023
in support functions and in its warehouses and stores;
● 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.
In South America, GPA continues to provide financial support
and guidance to underprivileged young people to help
them go to university through its Prosperar programme.
The programme supports the education of participants by
providing grants to cover the costs of learning materials,
meals, transport and accommodation. In Colombia, Éxito
is reaching out to young professionals by participating in
job fairs to recruit students for part-time jobs.
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.
employees and the young people who are participating in
its initiatives, in particular during performances by young
people or school-company workshops.
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
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 support the French National Guard by facilitating the
exercise of reserve periods by salaried operational reservists.
Reservists among the Group’s operational employees
can 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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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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. Ensure 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;
● warehouse inspections and audits throughout the Group
to verify goods and the implementation of best practice
procedures. All integrated 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 convenience store banners
in France are inspected once or twice a year in accordance
with the Food Store Quality Standard. In Latin America,
GPA stores undergo internal quality audits and three
annual audits are carried out in each Éxito store;
● 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 product
tracking to electronic format;
● procedures and tools for traceability, withdrawal, recall
and crisis management, for all Group business units;
● 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, led in
particular by the Group Quality department, conduct
microbiology and physiochemical tests to manage health
298
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) risks and comply with both regulations and banner
specifications,
the expectations of civil society are mapped out. The Latin
American subsidiaries also monitor regulations.
- 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 for its private-label Taeq;
● 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 prevention 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
■ Performance in France
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 % of sites audited by the Group
With the tensions arising in certain supply chains as a
result of the war in Ukraine, the bird flu epidemic 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.
In 2023, GPA merged its two existing quality assurance and
food safety programmes (one for own brand suppliers and
the other for national brand suppliers) under the Quality
From Origin ( QDO) platform. This platform centralises
information and indicators relating to quality assurance,
traceability, product development monitoring, social and
environmental information and audit cycles. In 2023, GPA
continued to carry out social audits of working conditions
in factories manufacturing own-brand products and
international suppliers in critical countries, in accordance
with the Initiative for Compliance and Sustainable
Development (ICS) protocol.
In Colombia, Grupo Éxito supports its suppliers in
implementing food safety processes in programmes such
as Food Defense and Food Fraud.
2021
2022
2023
489
118
314
70
173
38
100%
100%
100%
97%
91%
6%
97%
90%
7%
95%
90%
5%
(*) The decrease in the number of product recalls in 2023 is due to the absence of any major health crisis requiring products to be withdrawn.
(**) Use of the International Featured Standards (IFS) or British Retail Consortium (BRC) standards.
299
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.5.3.2. Protect consumer health
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 – PNNS). 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.).
■ Improving nutritional value
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
PNNS recommendations, and more recently to obtain
higher product Nutri-Scores. By 2023, 62% 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.
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 2020, salt content has been optimised
for more than 480 items, representing a total reduction of
106 tonnes of salt. Several health and nutrition campaigns
were rolled out in 2022 and 2023 featuring Dr Cocaul
and Antoine Dupont, as well as diabetes awareness days
in conjunction with the French Diabetes Federation (FFD).
In Latin America, GPA offers the Taeq brand of health-
conscious products meeting specific criteria (organic,
gluten-free, etc.). Éxito is continuing the action plans to
optimise its food products, particularly for its Taeq brand,
by adjusting recipes and displaying the sugar, sodium and
saturated fatty acid content on packaging.
■ 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. These include 85 ingredients,
additives or controversial substances to avoid, reduce or
eliminate in the production of private-label food products.
By the end of 2023, 82% of these substances (70/85) had
been phased out or already discontinued.
■ 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%.
300
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 displayed on more than
4,200 private-label products in 2023. Monoprix has also
committed to displaying the Nutri-Score on its packaging.
In 2023, around 1,000 of its products were scored. 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 efforts to raise awareness of the
need for healthier, more sustainable products (podcast,
discounts, etc.).
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 1,900 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
chicken, duck, veal, pork and cooked ham.
301
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
In terms of clothing, Monoprix offers a range of Oeko
Tex® products. This label guarantees that no dangerous
substances such as lead, CMR substances or fragrances
are present in the material. 100% of baby bodysuits, baby
jeans, bed linen, bathroom linen and kitchen linen are
Oeko Tex® certified. In collaboration with Ulule, the banner
also launched the Monoprix Pépites programme which
showcases 12 emerging "made in France” brands that
are committed to a responsible strategy in stores and on
www.monoprix.fr.
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:
Businesses should uphold the effective abolition of child
labour; Principle 10: Businesses should work against
corruption in all its forms, including extortion and bribery;
● 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; and
● 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:
● 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;
302
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) ● the Cerrado Manifesto Statement of Support (SoS) to
protect Brazil’s Cerrado from deforestation;
● 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.
These commitments are promoted among:
● 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 Executive Director, Merchandise and Chair
of the AMC purchasing unit, the Non-Food Purchasing and
Food Purchasing Directors, the Group Risk and Compliance
Director, the Group Director of CSR and Engagement, the
Group Insurance Director, the Group Internal Control Director
and the Group Employment Law Director.
Its role is to:
● 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 2023.
■ 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.
303
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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 ks 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.
304
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 (SDSN);
● 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.
DUTY OF CARE RISK MAP
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
Environment
1. Forced or child labour
2. Respect of labour rights
(unreported work, discrimination, freedom
of association, working hours, etc.)
3. Respect of fundamental rights
(women’s rights, harassment, etc.)
4. Armed conflicts (conflict zones
or resources, border disputes, etc.)
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
305
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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 social and environmental 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.
■ 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.
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
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;
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".
● 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.
306
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) In 2023, as every year since 2020, 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. This year, NGOs issued a number of reports addressing
the environmental and health risks related to plastic, the
seafood supply chain and raw materials associated with
deforestation. The results of these reports informed the
updating of the Group’s risk map.
■ 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.
Since 2020, several retail industry events have been 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;
● reports published by NGOs in 2023, notably concerning
the impact of plastic.
307
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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. The identified risks were partially
mitigated following the sale of Assaí.
■ 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 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 and 2023), 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), International 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.
In 2023, Casino Group continued to take part in a range
of bilateral and multilateral initiatives, and responded to
requests from various NGOs, in particular regarding issues
related to plastic, sustainable food, animal feed and the
tuna supply chain.
■ 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 on the
Group’s corporate website (www.groupe-casino.fr CSR
Commitments/Produce better/Improving the supply chain).
Reports are received and processed by the Group
Compliance Officer. Anonymised reports are also discussed
during Duty of Care Committee meetings.
The Group Ethics Officer, who must consistently demonstrate
independence, objectivity and impartiality in handling
reports, is subject to strict confidentiality. He or she is
required to inform anyone involved in the investigation
and verification procedures triggered by a report that
such confidentiality extends to them as well. The Group
Ethics Officer must also ensure that the identity of the
whistleblower 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 whistleblower's personal data.
In 2023, 16 messages were received at the above address.
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).
308
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Alert mechanisms and processes have also been deployed
in the local operations. In South America, for example,
whistleblowing channels are in place at GPA 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.
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
In Colombia, employees can access three reporting channels,
managed by an independent outside company:
● Telephone hotline: 018000-522526
● Email: etica@grupo-exito.com
● Web 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
Given that Assaí was sold in early 2023, it is not included
in the 2023 plan.
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 2023 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. In parallel, workshops have been held since 2022
for work-study interns and supervisors to raise awareness and
prevent sexist behaviour. In addition, a specific programme
on harassment and sexism was run, 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 and Éxito employees received
training on these matters. To detect possible violations of
the banners’ 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. They can be used to
report any alleged harassment. GPA has its own system 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 its
rules. All complaints can be made anonymously and are
treated confidentially.
309
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) (ii) Risk of non-compliance with supplier
accreditation 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 social and environmental Supplier
Compliance Programme Manual (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.
The findings of these subsidiary audits were reported to the
Group CSR and Engagement department along with the
related corrective action plans, the roll-out 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.
In 2023, the Group updated its Supplier Compliance
Programme, which sets out the guidelines for controls
applicable to factories supplying the Group’s private-label
products. This update notably included a change of the
sourcing status of various countries following updated
analysis of country risks, based primarily on the ICS risk
mapping tools, as well as on past ICS social audits conducted
in various countries. This resulted in the application of
more stringent audit procedures for about 30 countries
(mandatory unannounced audits, authorisation before any
sourcing from the countries in question, ban on sourcing
from certain countries, etc.). At the same time, the rules
for categorising factories following audits were reviewed,
increasing the minimum scores required for accreditation
and those resulting in automatic exclusion on ethical
grounds. Acceptance rules for amfori BSCI audits were also
made more stringent, restricting the acceptance window
for such audits to the moment a factory is first accredited,
which means that all subsequent social audits must be
conducted according to the ICS standard. With regard
to ICS environmental audits, the number of categories of
factories subject to environmental audits was expanded,
audit status categories similar to those used in social
audits were created and the criteria to determine critical
non-compliance triggering the automatic exclusion
of a factory on environmental grounds were defined.
Lastly, a digital training programme on duty of care was
implemented in France in 2023, providing purchasing
teams with a reminder of the rules in place.
(iii) Employee Health and Safety risk in view
of the Covid-19 epidemic
The epidemic risk identified between 2020 and 2022 was
not considered significant in 2023. See the 2022 duty of
care plan for more information on the actions implemented.
The Group and its subsidiaries continue to closely monitor
developments on the epidemic.
(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:
● International Code of Conduct for Private Security Service
Providers (ICoC);
● 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).
310
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
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.
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 security policies and
protocols. Finally, the whistleblowing system for reporting
potential discrimination has been enhanced and expanded.
In 2023, GPA introduced a new support system in the most at-risk stores. Known as Ronda Social, it involves setting up
a team composed of a woman and a man specially trained to handle situations potentially leading to conflicts.
Number of service providers
Number of security guards
Number of service providers/security
guards that participated
in company-led training activities
Entity
GPA
Éxito
(*) Estimate.
2021
2022
2023
2021
2022
2023
2021
2022
10
5
10
6
7
6
1,973
1,383
1,398, 32% of
whom are
women
1,974
2,000(*)
2,000(*)
10
5
10
6
2023
7
900 agents
trained in
2023
311
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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 under the conditions set out in the Group's
SCOP Manual. The manual was updated and expanded in
2019 and 2023 to incorporate changes in the Supplier
Compliance Programme, in particular concerning changes
to sourcing country risk levels, amfori BSCI audit acceptance
criteria, monitoring of corrective action plans and the
implementation and management 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 and renewed in 2023, 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.
The inspection and audit procedure, as well as the
commitments to be upheld by the supplier and the
manufacturing facilities, are specified in the SCOP Manual,
which is given to every accredited supplier and which was
updated in 2023.
312
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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. 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. In 2023, Monoprix renewed its
commitment to the International Accord for Health and
Safety in the Textile and Garment Industry when it signed
the 2023 version which replaced the 2021 version, thereby
reaffirming its commitment to improving safety conditions
for factory workers in Bangladesh and extending it to those
in Pakistan, where a similar initiative was launched early
in 2023.
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.
313
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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 supports 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 each 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
38 countries were home to plants working for the Group
in 2023. 94% of the private-label production facilities are
located in ten countries.
Over 90% of buyers concerned received training on Casino
Group’s Supplier Compliance Programme between 2018
and 2023. A digital training programme on duty of care
was also introduced in France in 2023 to provide training
to all employees concerned as well as new hires.
314
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Plants in countries at risk and outcomes of the social audit campaigns
2021
2022
2023
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 own-brand products for the Group
of which directly commissioned by the Group
of which equivalent to an eligible amfori BSCI audit
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
1,150
688
139
49
32
242
1,187
876
106
205
58%
9%
33%
25%
41%
34%
62%
11%
4%
4%
19%
984
568
133
40
29
214
926
509
141
48
32
196
1,196
1,001(**)
891
93
212
55%
9%
36%
40%
32%
28%
54%
15%
4%
4%
23%
741
61
199
43%
10%
47%
36%
35%
29%
60%
13%
5%
4%
18%
(*) Active plants work either for Group suppliers, agents or importers or else for Casino Global Sourcing, the Group sourcing subsidiary.
(**) 105 of the 1,001 social audits carried out in factories involved in the production of private-label products for the Group were commissioned
by GPA in accordance with ICS standards in factories located in Brazil, and 270 were commissioned by Grupo Éxito and carried out
according to its internal social audit standard in Colombian production sites.
The decrease in the number of social audits carried out is mainly due to:
- the increase in the number of social audits carried out by GPA in 2022 in order to achieve the target of having 100% of factories in Brazil
covered by a valid ICS social audit by the end of 2022 (123 fewer social audits carried out by GPA in 2023 compared with 2022); and
- Casino Global Sourcing's change of strategy, which has led it to gradually reduce its non-food sourcing activities (72 fewer social audits
carried out in CGS non-food factories in 2023 compared with 2022).
315
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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
2021
2022
2023
71
58%
5%
10%
7%
20%
58
40%
17%
5%
9%
29%
45
51%
20%
2%
7%
20%
(*) 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.
2021
14%
1%
0%
5%
4%
27%
49%
2022
16%
1%
4%
1%
4%
33%
41%
2023
16%
0%
0%
3%
10%
33%
38%
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 926 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.).
The following table shows the effectiveness of the actions undertaken.
% of audited active plants located in a country at risk that are rated
2021
2022
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
70%
25%
4%
1%
9
0.8%
75%
21%
4%
0%
13
1.1%
2023
74%
22%
3%
1%
7
0.7%
(*) 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 Manual and depending on the plant’s latest ICS social audit score.
316
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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% or more in the final quiz. Factories that had not
yet registered for or completed the training programme
were again invited to do so in April 2023. Also within the
framework of the partnership between the ILO and ICS,
two factories in Madagascar producing private-label textile
products for the Group participated in the pilot Better
Work Programme in Madagascar, which was launched in
September 2021 for a duration of two years. The programme
aims to train managers and workers in these factories on
topics such as social dialogue, complaint mechanisms,
gender equality and harassment. To address factories more
comprehensively and help them build skills in social and
environmental issues, in April 2023, ICS also launched an
extensive online catalogue of e-learning courses offered
by various stakeholders, namely the OECD, the ILO and its
training centre, the International Trade Centre (ITC), and the
United Nations Food and Agriculture Organization (FAO).
The various training courses cover a broad range of topics
including duty of care, international labour standards, health
and safety at work, forced labour and forest management
to combat deforestation.
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 can be approved as a
Group supplier until 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). The
Group, through its 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 and renewed its
commitment in November 2023. All new local factories
working for the Group’s private-label apparel brands were
systematically inspected with unannounced ICS audits
prior to accreditation.
In 2022, the Group took part in the various meetings
organised by the Accord and responded to consultations
conducted by it to examine the possibility of extending its
work to other countries. On 14 December 2022, this resulted
in the launch of the Pakistan Accord on Health and Safety
in the Textile and Garment Industry, which Monoprix also
joined in 2023 in a commitment to supporting the collective
effort to improve safety conditions in factories in Pakistan.
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
garment factories, so as to ensure decent working conditions
for their employees and the spread of best labour practices
across the supply chain.
317
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Apparel tracking indicators
Number of active garment factories producing private-label apparel
for the Group in countries at risk
2021
2022
2023
424
440
447
% of active garment factories producing private-label apparel in countries at risk
covered by a valid ICS social audit
87%
89%
90%
Bangladesh
Number of active RMG factories producing private-label apparel for the Group
in Bangladesh
30
26
29
% of active RMG factories monitored by the International Accord for Health
and Safety in the Textile and Garment Industry
100%
100%
100%
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)
71,024
65,853
80,003
93%
95%
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 plants and/or
products. The Group updated its social and environmental
Supplier Compliance Programme in 2023, chiefly to step
up its environmental audit requirements. This meant
adding new categories of production plants subject to ICS
environmental audits, creating audit status reports similar
to those used in social audits and defining cases of critical
non-compliance triggering the automatic exclusion of a
factory on environmental grounds.
318
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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
Apparel
Other non-food and food
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
2021
2022
2023
76
28
48
33%
67%
87%
13%
56
25
31
61%
39%
70%
30%
36(*)
6
30
42%
58%
78%
22%
(*) The decrease in the number of ICS environmental audits carried out is mainly due to the fact that Monoprix achieved its target of carrying
out environmental audits at its tier 1 or higher textile facilities whose processes pose the highest environmental risk at the end of 2022 (15
fewer ICS environmental audits carried out by Monoprix in 2023 compared with 2022).
Specific control measures
Lastly, in order to tighten controls within the supply chain,
25 ICS social audits were performed in 2023 in factories
located in countries where sourcing is authorised under less
stringent 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 has since used on four
organic fruit and vegetable farms in Spain and on seven
apple and citrus plantations in Brazil. These 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 excluded 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.
319
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
(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.
(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.
320
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
Table showing the certification levels of own-brand products containing palm oil in France
Private-label products(*) containing palm oil
160
164
114
100%
100% 100%(**)
Number
% RSPO certified IP or SG
2021
2022
2023
2021
2022
2023
(*) Excluding Leader Price products.
(**) 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 2023, the Leader Price brand was revamped, with 70
products containing palm oil subject to a specific action
plan to ensure compliance with the commitments laid
down for private labels.
In South America, GPA 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. It has opted to have 100% of the palm oil used
in the production of its private-label cooking oils certified
by RSPO, the Rainforest Alliance or ISCC, giving preference
to palm oil produced in Colombia and it has identified the
tier 2 suppliers of its 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.gpabr.com/
wp-content/uploads/2021/01/Social-and-Environmental-
Policy-for-Purchasing-Palm-Oil-Products.pdf.
(iii) Beef suppliers in Brazil
Following Casino Group’s sale of Assaí in 2023, this company
was removed from the duty of care plan, which has been
updated accordingly. For previous plans, see the Universal
Registration Document for the respective year. The disposal
reduced the Group’s exposure to this risk in 2023.
Regular risk assessment procedures, risk mitigation
programmes and initiatives to prevent serious
violations, harm or damage
In 2023, private-label beef accounted for about 12%
of all the beef sold by GPA. The remaining 88% is sold
under national brands or on fresh-food counters, by major
Brazilian agri-food companies. GPA does not buy directly
from ranches.
321
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
There are two principles behind GPA’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 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 traceability system.
(ii) Geo-monitoring: As a retailer, GPA has no 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 (see below), then the ranch in
question is excluded and not allowed to sell products
through GPA.
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 policy;
6. does not have a CAR rural identification number or
environmental licence if applicable.
To implement its policy, GPA has:
● 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’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, since
2019, GPA has participated 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(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.
(1) Private-label and national brand meat (fresh and chilled) purchased from Brazilian beef suppliers who use their own slaughterhouses.
(2) https://www.beefontrack.org/who-we-are.
(3) https://61b37262-1c70-4b1c-9bd4-d52a78d31afb.filesusr.com/ugd/c73ac5_1f727af24f4e4f2a8806e00ed7bccb3d.pdf
(4) https://proforest.net/en
322
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) In line with the Imaflora protocol, the updated GPA beef
purchasing policy specifies the control criteria that supplier
ranches are required to meet. It applies to all GPA 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 may discontinue business relationships with any
supplier failing to apply these guidelines or to take any
corrective measures required(1).
GPA thus requires its direct suppliers to:
● subscribe to their new 2020 policy and commit to its
implementation;
● comply with the GPA 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 beef purchasing policy;
● indicate direct ranch origin and beef shipment data in the
GPA traceability system and accept new analysis of ranches
by GPA. In the event of suspected non-compliance, the
supplier must either produce evidence of a false positive
indication and/or exclude 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:
● audits its suppliers to ensure they comply with its policy,
by cross-checking the data reported by suppliers on the
ranches it works with using satellite geo-monitoring systems
different from that used by most suppliers(2);
● continues to train its internal teams and supports its
suppliers. All GPA group employees involved in the beef
sourcing process are trained accordingly. For each new
supplier, GPA provides and runs 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.
Suppliers that refuse to meet these implementation or audit
requirements are excluded and not allowed to supply any
GPA 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
excluded 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(3).
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 supports
and participates in the development of sustainable tier-3
monitoring solutions operable at wide scale and shared by
all players (see below).
Full information of the GPA policy is available here:
https://www.gpabr.com/wp-content/uploads/2021/07/
Social-and-Environmental-Beef-Purchasing-Policy.
pdf . https://www.gpabr.com/pt/sustentabilidade/
transformando-a-cadeia-de-valor/.
Given the scale of the challenges at hand and their position
downstream in the supply chain, GPA encourages 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.
(1) https://www.gpabr.com/wp-content/uploads/2021/03/Social-and-Environmental-Beef-Purchasing-Policy.pdf (page 3 of the PDF).
(2) https://www.gpabr.com/wp-content/uploads/2021/03/Social-and-Environmental-Beef-Purchasing-Policy.pdf (pages 20 and 21 of the PDF).
(3) https://www.gpabr.com/wp-content/uploads/2021/03/Social-and-Environmental-Beef-Purchasing-Policy.pdf (page 19 of the PDF).
323
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) For this reason, GPA supports initiatives on improving the monitoring of the beef supply chain in Brazil, and takes part in
various working groups and coalitions (see below).
Requirements
Monitoring
Action plan
Indicator
Commitments
Take-up of GPA’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’s social and
environmental
criteria
Reporting of
information to GPA
Cross-checking
through GPA’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’s policy
are prohibited
from doing business
with suppliers
Dashboard
monitored by GPA’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 2023
For reports on implementation from 2019 to 2022, refer to
the duty of care plan published in Casino Group’s Universal
Registration Document for the respective year.
Actions involving suppliers
The Brazilian suppliers whose fresh and chilled beef is
sold in GPA stores in Brazil have adhered to the 2016
beef policy since it was updated in September 2020. This
is a prerequisite to working with GPA stores as a supplier.
Having been kept informed of the policy in place, GPA’s
sales teams have had several discussions with the main beef
suppliers in Brazil to ensure that GPA’s policy is properly
understood and implemented.
In 2023, GPA continued to:
● implement the policy and measures for monitoring the
direct ranches supplying beef suppliers (slaughterhouses),
in particular through the dual verification procedure. The
operations teams also engaged regularly with suppliers
following the second ranch inspection performed using the
GPA geo-monitoring system to define potential corrective
actions and continue improving inspection procedures;
● verify that the ranches implicated by NGO reports do not
figure in the GPA supply chain, and obtain all relevant
information from suppliers. Operational teams at GPA
began working with suppliers as soon as they became
aware that a report implicating ranches possibly linked
to deforestation had been issued. If the information in
these reports so allows, GPA and the supplier proceed
with checks on the incriminated ranch to (i) verify whether
it may have been associated with the GPA supply chain,
and (ii) where appropriate, assess the situation of the
ranch with regard to the dual verification carried out
by GPA at the time of product purchase. Once the alert
has been processed, GPA may take any necessary action
with the supplier.
Monitoring of supplier ranches
GPA does not have direct contact with ranches in Brazil,
and therefore has no established relationships with them.
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 GPA’s policy. This information
is reported to GPA via a traceability tool and is rechecked
monthly by GPA through a geo-monitoring system. If any
discrepancies are detected, GPA staff inform the supplier,
which must provide evidence that the ranches meet the
required criteria. Otherwise, the supplier must cease working
with the ranches until the information is submitted and
approved. GPA encourages its suppliers to inform ranches
of the rules applicable to them.
324
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) ● Indirect Supplier Working Group (GTFI): GPA is a member
of the GTFI, the main platform for monitoring indirect
suppliers in the cattle farming chain in Brazil.
● Brazilian Roundtable on Sustainable Livestock: GPA is
also a member 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.
● Visipec: in partnership with NWF and a supplier, GPA
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.
It was also actively involved in improving standards in Brazil
over the last three years, through:
● the Beef Working Group of the Forest Positive Coalition
of Action backed up by the Consumer Goods Forum:
until 2023, over more than three years, Casino Group
co-chaired 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. In 2023, GPA took part in a face-to-face
seminar in Brazil with all working group members to
discuss the challenges facing Brazilian livestock farming.
Suppliers, distributors, civil society bodies, investors and
government representatives also took part.
● Imaflora’s Beef on Track (Boi na Linha) protocol: GPA
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 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.
In 2023, GPA continued its monthly monitoring, using
its own geo-monitoring tool, of the ranches that supply
national-brand and private-label beef suppliers,(1) according
to the rules defined by the Beef on Track protocol validated
by the Federal Public Ministry. It requires information and
proof of ranch compliance at the time of purchase whenever
the ranches’ own analysis differs from that carried out by
the suppliers.
With regard to indirect ranches (tier 3), GPA mobilised major
suppliers to present their objectives for the identification
and monitoring of indirect ranches in their chains by
2025. GPA has mapped supplier initiatives to identify
their indirect ranches and supports several solutions
for identifying and monitoring them, such as Conecta,
developed by Safetrace, or Visipec, developed by NWF.
These technological solutions link the Animal Transit Guide
(a private producers’ document that identifies transactions
of animals between ranches) with the Rural Environmental
Registry (a public document that identifies farm locations).
GPA continued a pilot project launched in 2022 in
partnership with one of its major suppliers and NGOs
Friends of the Earth and the National Wildlife Federation
(NWF) for the monitoring and oversight of indirect cattle
ranches linked to the supplier’s direct ranches. In 2023,
several measures were taken to encourage suppliers and
their direct ranches to identify indirect ranches. These
measures included field visits and the preparation of
a guide to help ranch owners commit to a sustainable
development approach.
For private-label products, indirect ranches became part
of the recurrent monitoring system in 2023, joining direct
ranches, which were already covered.
Participation in initiatives to define a common
framework for monitoring ranches in Brazil
GPA took part in working groups to enhance monitoring
methods and improve the cattle supply chain 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 subsidiary GPA 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
2023, GPA continued to support and/or participate in the
following initiatives:
● Tropical Forest Alliance: GPA is participating in the
discussion forum to advance the use of pragmatic solutions
to improve traceability and tracking in cattle farming.
(1) Percentage of fresh and chilled beef sold under national brands and private labels in GPA stores.
325
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Actions with regard to suppliers purchasing beef
in the Cerrado region
GPA has joined the collaborative project initiated by NGOs
Proforest and Imaflora to draft a voluntary monitoring
protocol for beef suppliers in the Cerrado region. The
protocol takes into account 12 social and environmental
criteria relevant for assessing ranches in accordance with
Brazil’s legal and zero-deforestation criteria. It will strengthen
supplier monitoring policies for Cerrado ranches and is
supported by GPA, but it has not yet been validated by all
members, as some criteria are still under discussion.
Monitoring indicators
Percentage of fresh and frozen beef sold under national brands and private labels
in GPA 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
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
Number of declared ranches supplying GPA direct suppliers (slaughterhouses)
% 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 geo-monitoring system
2023
88%
12%
18
2(1)
100%
100%
17,663
100%
100%
(1) These two suppliers are also national-brand suppliers.
Note on the claims and proceedings
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 (hereinafter,
“the claimants”) 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.
Casino Group was summoned on 3 March 2021 to appear
before the Saint-Étienne and then before the Paris court by
claimants in relation to duty of care legislation. The claims
were made without any attempt from the claimants to
engage in dialogue following the response provided to the
aforementioned claim and before Casino Group’s 2021
duty of care plan was published.
The claimants are demanding that the Group's duty of care
plan be supplemented in respect of its cattle farming chain
in Brazil, and are seeking compensation for the damage
caused by breaches of duty of care, which the claimants
estimate at €3,250,000. The Group refutes these claims
and considers that it has fulfilled its duty of care obligations.
The Paris court proposed mediation to both parties in 2022.
After meeting with the two appointed mediators, as
requested by the court, Casino Group confirmed its
agreement to initiating a mediation process. The claimants
declined this mediation.
326
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) The proceedings are still at the pre-trial stage due to
incidents raised by the Group against some of the
claimants, in particular regarding lack of authority of a
legal representative, lack of capacity to take legal action
and failure to give prior notice.
A new pre-trial hearing was initially scheduled for 18
January 2024, but has been rescheduled for 21 March
2024. A ruling by the Paris court is not expected before
the first half of 2025.
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. In
2023, Casino Group met with representatives of two NGOs,
which presented their analysis of risks related to plastic
production and use. No legal proceedings were initiated
against the Group during the period. More information on
the policy on reducing plastic packaging appears in section
3.5.4.4.2. of this Non-Financial Statement.
Alerts were raised through dialogue with stakeholders and publications citing the Group.
Tuna supply chain
risk
Soy supply chain
risk
In November 2023, NGO Bloom issued a report on
environmental risks and human rights violations linked to the
tuna supply chain.
It cites the use of certain fishing techniques (fish
aggregating devices – FADs) and working conditions on tuna
vessels. Casino Group responded to the NGO’s questions
and has incorporated elements of the report into its policy
improvement plans for 2024.
In June 2023, American NGO Mighty Earth released a report
implicating one of the world’s major soy traders, citing the
risk that soy imported to Europe and used in animal feed is
linked to deforestation in the Cerrado region.
Risks related to the
supply chain and
use of plastic
In September 2023, NGO Surfrider issued a report on
progress made by nine major French companies in reducing
plastic use in their supply chain.
Risks related to the
impact of climate
change
In June 2023, NGO Notre Affaire à Tous issued a report on
duty of care with regard to the climate.
URD references
The policy and actions
implemented by the Group to
improve the tuna supply chain,
reduce FAD use and monitor
human rights compliance are
presented in section 3.5.4.6.
The policy and actions taken
by the Group to reduce the
risk related to imported soy in
France are presented in section
3.5.4.6.
The policy and actions taken
by the Group to reduce plastic-
related risks are presented in
section 3.5.4.4.2.
The policy, objectives and
actions taken to reduce the
impact of the Group’s activities
on the climate are presented in
section 3.5.4.
327
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
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.
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 for animal welfare has been updated
and published under the CSR Commitments – Produce
better – 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. In 2020, as part of the ESSEC Grand
Prix du Commerce Responsable, Casino Group received the
“Services and Information for the Benefit of the Consumer”
prize for its animal welfare labelling, 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.
328
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
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.
Indicator
Private label France
■ Action plans
● Egg sourcing
The Group is committed to improving husbandry conditions
for laying hens.
It was the first retailer in France 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.
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.
2021
2022
2023
Objectives
% of shell eggs from cage-free hens
100%
100%
100%
% of products containing eggs from cage-free hens
49%
51%
78%
National brand France
% of shell eggs from cage-free hens
100%
100%
100%
Private label Latin America
Private label GPA
% of shell eggs from cage-free hens
Private label Éxito
% of shell eggs from cage-free hens
40%
53%
55%
100%
100%
100% 100% in 2021
100% as
from 2020
100% in
2025
100% as
from 2020
100% in
2025
● In South America, animal welfare has been a priority for
GPA since 2017 and it has reaffirmed its commitment
to only selling eggs from cage-free hens under its private
labels by 2025 and under all brands by 2028. Since
2017, GPA has a line of eggs from cage-free hens that
has extended its organic and free-range egg products.
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.
329
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) ● Milk sourcing
All of the banners market private-label organic milk, as
well as other milk offering better guarantees under their
private labels:
● In 2023, Monoprix renewed its three-part contract for
all Monoprix brand long-life milk meeting Monoprix
specifications: local feed, no genetically modified organisms
(GMOs – < 0.9%), grazing requirements and respect for
animal welfare; as well as a price that can be adjusted
according to production cost indices verified by an external
certifier.
● The Casino Bio, Monoprix Bio and Franprix Bio brands
guarantee permanent access to grazing land, whenever
weather conditions make this possible.
● Broiler chicken sourcing
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, Monoprix and Franprix
banners are committed to ensuring that, by 2026, all of
the chickens marketed under their 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 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;
● reduce mutilation by:
- 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.
GPA also conducted pilot audits of pork suppliers to draw
up action plans aimed at achieving the target set for 2028.
● 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 audits, conducted
by veterinary service providers since 2015, have raised
awareness among the Group’s suppliers and helped them
improve their practices.
Since 2015, 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. In 2023, the Group relied on audits
conducted for the poultry sector by AEBEA and audits
implemented by the sectors.
● 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. It appears on Terre & Saveurs, Casino
Bio, Casino, Monoprix Bio Origines, Monoprix Gourmet
and the new Franprix private label L’Ardoise du Volailler
chickens. Additional details about the labelling system may
be found at www.etiquettebienetreanimal.fr.
330
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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. Climate, biodiversity and environmental policy
■ Commitment and governance
Casino Group has established a climate, biodiversity and
environment policy addressing the risks, challenges and
opportunities identified as relating to its operations in
France and abroad.
The Group’s policies 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.
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 CSR Committee was trained on climate
issues in 2022, and the Board of Directors in 2023.
In view of the direct and indirect impacts identified, Casino
Group’s environmental policy takes three focuses:
● a low-carbon strategy, to reduce the Group’s greenhouse gas
emissions and combat climate change (see section 3.5.4.2);
● the preservation and conservation of resources, to support
the circular economy and the fight against food waste;
● the 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.
● 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.
331
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 overall Scope 3
emissions, and product-related emissions specifically,
and the 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. This
training was also offered to members of the Board of
Directors in 2023.
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).
Aspects of Governance related to climate issues are
set out and publicly available in the response to the
CDP (Climate Disclosure Project), in Chapter 1, section
“Governance”.
(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 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 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).
Aspects of strategy related to climate issues are set
out and publicly available in the response to the CDP
(Climate Disclosure Project), sections C2.4 and C3
“Business Strategy”.
(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.
Climate risk management is set out and publicly
available in the response to the CDP (Climate Disclosure
Project), section C2 “Risks and Opportunities”.
(iv) Indicators and objectives
The Group has set objectives as part of its climate
change policy (see section 3.5.4.2), approved by
the SBTi, and published monitoring indicators, such
as Scope 1, Scope 2 and Scope 3 emissions and
consumption of resources and materials (energy,
water, waste including plastics) – see Performance
table in section 3.6 and elements publicly available
in the response to the CDP in sections “Targets and
Performance” in Chapter 4 and “Emissions Data” in
Chapter 6.
332
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) ■ Organisation
The Group’s climate, biodiversity and environment 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:
● pursuing the Group’s environmental and climate priorities;
● 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 fight against climate change
■ Commitment
As signatory to the Science Based Targets 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.
The Group’s low-carbon scenarios were submitted and
approved in line with the Science Based Targets in 2019,
including for Scope 3 emissions.
The Group will redefine its GHG targets in 2024 based
on its new scope and new strategic objectives, taking into
account the disposals announced in 2023 of Latin American
operations and of Casino hypermarkets and supermarkets
as part of the restructuring plan, and the impact of these
disposals on its climate strategy.
The main sources of the Group’s greenhouse gas emissions
are:
● direct fugitive emissions from refrigeration systems (more
than 80% of Scope 1 emissions);
● indirect emissions from purchased electricity (99% of
Scope 2 emissions);
● indirect emissions from the purchase of merchandise for
resale, the purchase of services, the sale of fuel in service
stations, the franchise activity and the transport of goods
(Scope 3 emissions).
Casino Group is attentive to the impacts of the growth in
online shopping and related services.
■ 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) Targets approved by the SBTi.
333
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Breakdown of Scope 1 and 2 greenhouse gas
emissions
73%
Refrigerants
and coolants
909,000 tonnes of
CO2 equivalent
21%
Building
power
requirements
6%
Transport
The Group has measured the carbon footprint of its
operations since 2009:
● Scope 1 emissions correspond to direct emissions from fuel
combustion (including during the transport of controlled
goods between warehouses and stores) and refrigerants;
● Scope 2 emissions correspond to indirect emissions from
the consumption of purchased electricity (location-based
method).
Between 2022 and 2023, the Group’s emissions remained
stable (+0.2%) on a like-for-like basis, excluding Assaí, which
was sold in 2023.
Allowing for consumption of energy from renewable sources,
Scope 2 emissions totalled 143,000 tonnes of CO2eq in
2023 (market-based method).
This performance was in line with Casino Group’s SBT Scopes
1 and 2 commitments and its targeted 38% reduction
by 2030 compared with 2015, with a 41% reduction in
emissions on a like-for-like basis since 2015.
Emission factors were reviewed and updated in 2023.
Emissions are presented on a “current” basis, whereby
emission factors for a given year apply solely to that year
and not retroactively.
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 firm. Since then,
the Group measures all these emissions from internal and
external data and related emission factors.
■ Performance
The tables below do not include Assaí, which was sold
in 2023. Historical data have been recalculated to show
change on a like-for-like basis.
Evolution of GHG emissions – Group
366,000
-41%
222,000
1,176,000
935,000
153,000
154,000
754,000
755,000
2015
2021
2022
2023
Tonnes of CO2 equivalent
Scope 1
Scope 2
Evolution of GHG emissions – France
71,000
-57%
501,000
54,000
49,000
253,000
242,000
43,000
201,000
2015
2021
2022
2023
Tonnes of CO2 equivalent
Scope 1
Scope 2
Evolution of GHG emissions – Latin America
-31%
295,000
168,000
103,000
111,000
675,000
682,000
512,000
554,000
2015
2021
2022
2023
Tonnes of CO2 equivalent
Scope 1
Scope 2
334
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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”, covering all food and non-food products in physical
stores and via the marketplace, as well as fuel sales.
In 2023, the Group implemented software to integrate
supplier- and product-specific emission factors and to
improve the measurement and management of Scope
3 emissions. The Scope 3 footprint is estimated at
approximately 18 million tonnes of CO 2eq and breaks
down as follows:
Breakdown of Scope 3 greenhouse gas emissions
(data from 2023)
64%
Purchases
of products
and services
18 million tonnes
of CO2 equivalent
19%
Use of the
products sold
12%
Franchises
3%
Upstream
transport
2%
Other
categories
Two categories account for 83% of total Scope 3 emissions,
with Purchases of products and services representing 64%
and Use of the products sold representing 19%.
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 that produce
negative cold with climate-neutral natural coolants, and
systems running on 100% natural coolants.
In 2023, GPA renovated the refrigeration system of several
stores in order to make use of more environmentally friendly
gases (carbon dioxide and propane). Store teams are aware
of this issue, and leakage rates are monitored regularly by
technical teams so that any necessary corrective measures
can be implemented.
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
In accordance with Article L. 225-102-1 of the French
Commercial Code on the items to be included in the NFS,
the Group measures the direct and indirect greenhouse
gas emissions related to its upstream and downstream
transport activities and is implementing actions to reduce
them, as detailed below.
Direct emissions related to the controlled transport of
goods (Scope 1) amounted to 52,000 tCO2eq. Indirect
emissions (category 4 of Scope 3) amounted to around
550,000 tCO2eq in 2023.
● Upstream and inter-site (warehouse and stores)
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. This programme is led by the
French Agency for Ecological Transition and professional
transport bodies.
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;
335
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) ● 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). In 2023,
low-carbon emission vehicles represented more than
one-third of the total fleet in France and Colombia. In
France, a total of 505 vehicles run on biodiesel, biogas
or electric power;
● training in eco-driving.
● Goods transport from stores 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.
● 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.
To lower emissions from customer and employee travel,
the Group is 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.
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 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 30kg. 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 around 500 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 from Cdiscount customer
deliveries are offset by means of an environmental
sponsorship that is funding reforestation projects in
sustainably managed forests in France.
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
● Transport related to online shopping
diet
With the growth in its e-commerce operations, the Group is
increasingly using fully electric or biogas-powered vehicles
for customer deliveries.
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.
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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
For example, Casino has installed Veggie stands in roughly
15 stores, offering a range of vegetarian ready meals
and organic plant-based drinks (around 300 references).
Monoprix has extended its plant-based offering (15%
increase in the number of fresh plant-based product
references between 2022 and 2023) and redesigned
fresh food aisles to give greater prominence to the plant-
based offer, with dedicated FLEXI & VEGGIE signage.
Such areas have been installed in 45 stores. Franprix has
formed several partnerships with specialised producers
of plant-based protein products, including Nurishh, to
roll out a specific range of products;
● is developing a 100% vegan store concept: Naturalia
operates 100% vegan 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 diversified products, particularly
national brands, were 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 2023, for the second consecutive year, Monoprix
partnered with the Veganuary challenge to test a vegan
diet for a month. 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 continued its commitment to promoting
local products. Since 2011, the banner has proposed its
Le Meilleur d’Ici concept for products made or processed
within 100 km of its outlets, or 200 km for regional
products. In 2023, Casino banners worked with nearly
1,300 local producers and offered an average of more
than 350 local products per store. The banner has also
ushered in Le Baromètre de Saisonnalité, an innovative
tool exclusive to Casino banners, to inform consumers and
raise their awareness about fruit and vegetable seasons,
thereby contributing to more responsible and sustainable
consumption. It also enables the seamless adjustment of
the offering to meet consumer demand and offer the best
value for money. Since June 2021, Monoprix has deployed a
locavore programme with locally sourced foodstuffs in each
store and dedicated signage. Locavore products are subject
to precise specifications: they must be made within 100 km
of the store or be linked to a regional cultural tradition, and
they must have at least one main ingredient sourced in their
region of origin. In 2023, the Locavore range featured over
5,300 products from more than 500 suppliers. In all, close
to 32,600 locavore products are on offer in France, sourced
from more than 3,600 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.
In South America, 90% of the fruit and vegetables marketed
under Grupo Éxito banners were grown in Colombia, of
which more than 84% were sourced locally and directly
from small farmers. Éxito is continuing its supplier training
programme in partnership with EAFIT University, running
workshops on product reformulation. 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. Similarly, GPA encourages its customers to choose
more sustainable products such as organic or plant-based
foods.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) (iii) Informing shoppers about the environmental
(iv) Mobilising suppliers
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 application concerning issues in its various supply
chains. Since 2021, the Naturalia, Franprix and Monoprix
banners have 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.
Over 200 private-label products display their scores on
the Franprix and Monoprix websites. In May 2023, as part
of its Mieux Consommer campaign, Monoprix grouped all
products with an A or B Planet-score together on its website.
In 2023, Cdiscount stepped up the promotion of “more
responsible” products (less energy-consuming, more
repairable, reconditioned, third-party certified or Made in
France), representing nearly 18% of sales over the year. To
achieve this, the e-retailer has expanded its catalogue of
“more responsible” products and increased their visibility
by labelling them with the Plus Responsable logo so that
consumers can easily identify them as they shop. It has
also rolled out “consume more responsibly” displays to
recommend this type of product to consumers.
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.
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 in 2019,
with 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.
In 2022, the Carbon Forum met its target of having 50%
of its members take up SBTs.
In 2023, it took this initiative further through a range of
measures:
(i) The CSR and Engagement department, in collaboration
with the AMC central purchasing unit, launched a
training programme for all employees on the challenges
of climate change. Its goal is to enable purchasing teams
to better grasp the carbon trajectories of major suppliers,
their climate commitments and their performance.
(ii) Following this training (more than 600 hours),
purchasers organised one-on-one meetings with the
top 100 suppliers. The aim was to give these suppliers
the keys to understanding the various ways to accelerate
product decarbonisation.
(iii) Additionally, the Group has commissioned an external
firm to assess the performance and engagement levels
of its top 100 suppliers on climate-related issues. This
assessment is intended to help prioritise initiatives
targeting suppliers found to be less committed or
effective.
The Group’s various banners are also taking steps at their
level to get their partners involved. For example, Cdiscount
is continuing the ESG analysis of its main suppliers and
marketplace vendors. This analysis provides a way to assess
its partners’ ESG practices, particularly for the climate, share
best practices within the ecosystem and inspire suppliers
and marketplace vendors that want to advance their own
ESG initiatives.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.5.4.2.5. Adapting to climate change
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.
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 was drawn up for its high-risk sites under
an RCP4.5 scenario for 2030. For example, Éxito has drawn
up a formal plan for its five critical sites, which are mainly
at risk from extreme heat and storms. The plan includes
measures to reinforce structures, insulate buildings and
provide emergency procedures and equipment.
Major risks are covered by specific insurance.
Operational measures have also been rolled out to limit
the impacts of energy consumption by promoting the
consumption of energy from renewable sources.
See section 4.3 “Main risk factors”.
3.5.4.3. Preserving and reducing the use 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
environmentally friendly “eco gestures”;
(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 the
following 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 1,280 Casino Group
sites in France and abroad.
In France, since 2022, energy management processes
at 100% of Casino hypermarkets and supermarkets, and
more than 70% of Monoprix stores and in the Group’s
office facilities are certified to the ISO 50001 energy
management standards.
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:
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) - 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 strengthened its commitments and reduced
its consumption by 21% in 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 provided 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” rewarded 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 stepped up its efforts to reduce energy
consumption. The energy efficiency plan launched in
autumn 2022 for all stores, warehouses and head offices,
continued in 2023, with the definition of recommended
settings for heating, air conditioning and instructions on
reducing lighting. In parallel, action plans for installing
doors on refrigeration units, choosing more efficient
equipment and deploying Energy Performance Contracts
are continuing. Eco gestures have also been shared with
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, certifying that the energy was produced from
biomass. Éxito signed its first long-term energy supply
contracts, in the form of Corporate Power Purchase
Agreements (CPPA), under which the energy produced
is used to power the air-conditioning systems of 27
warehouses. In 2023, a new contract was signed for
three additional stores.
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. Solar
self-consumption is also being developed, with around
25 self-supply sites in 2023. On average, solar energy
production covers on average almost 20% of store needs.
In 2023, 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 2023, average electricity used per square metre of
retail space was down by 16% compared with 2015, with
consumption stabilising since 2021. On a like-for-like basis,
the share of energy from certified renewable sources rose
to 25% in 2023, from 21% in 2019.
See Group performance indicators in section 3.6.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.5.4.3.2. Managing water consumption
■ Commitment and action plans
The Group operates in regions that run a relatively low risk
of water scarcity, according to latest data published 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
pressure-reducing valves on taps to restrict flow; and (iii)
regularly monitoring consumption to detect pipe leaks.
Wastewater is appropriately treated in compliance with local
legislation before being released into the public networks.
3.5.4.4. Promoting a circular economy
Awareness-raising initiatives for reducing consumption are
organised regularly, particularly for Casino store and central
service employees through eco gesture communication
campaigns.
In response to worsening water shortages in Brazil, GPA
is continuing its work to track water use and detect leaks.
The use of rainwater to clean the company’s headquarters
continued in 2023. Also in 2023, Éxito installed 35 water-
saving valves, which are expected to reduce the total water
consumption of each store by more than 8%.
■ Performance
The ratio of water consumption per square metre of retail
space was 1,748 litres in 2023.
See Group performance indicators in section 3.6.
3.5.4.4.1. Reducing, sorting and reusing generated waste
■ Commitment
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.
For example, in 2023, 100% of Casino hypermarkets had
implemented systems for sorting biowaste, subsequently
transformed through anaerobic digestion, and 65% of
Casino supermarkets had hired a private provider to
collect their biowaste, also transformed through anaerobic
digestion. A total of 10,280 tonnes of waste was treated
in this way.
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 covers 100% of stores.
In Colombia, in 2023, Éxito recovered more than 15,000
tonnes of recyclable waste in stores thanks to the Backroom
Recycling programme run by Fundación Éxito. The waste
collected is marketed by Fundación Éxito and is one of its
main sources of income.
(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.
To encourage customers to return the bags they receive
with their click and collect orders for reuse or recycling,
Casino banners have committed to donating one cent
to the Pure Ocean NGO for each bag returned. Nearly
200,000 bags were collected in 2023.
● 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) (iii) Collecting customers’ used products
■ Performance
Banners in France and other host countries have installed
in-store recycling bins and are encouraging customers
to use them. Monoprix has partnered with TerraCycle,
with the support of L’Oréal France, Signal and Gillette, to
promote and encourage the recycling of personal hygiene
and beauty products for which recycling channels do not
yet exist in France, by providing customers with collection
bins for everyday hygiene and beauty products at store
entrances.
In Latin America, Éxito is continuing the roll-out of its
SOY RE programme, which provides its customers with
collection points for plastic, glass, cardboard, cans and
cartons in particular, and rewards participants through
its loyalty programme. In all, over 1,100 tonnes of waste
products were collected for recycling in 2023.
In Brazil, in addition to in-store battery and light bulb
collection points, GPA continues to provide customers with
recycling stations to collect paper, glass, metal and plastic.
(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 2023, nearly one in four 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 a
financing solution for the purchase of high-tech products,
including a trade-in option.
Franprix continues to develop a reusability initiative
through clothing collection and donation in partnership
with Emmaüs défi. In 2023, Monoprix continued the Je
m’appelle Reviens programme, a free equipment lending
service for customers (e.g., drills, raclette sets, speakers,
etc.). In 2020, the banner rolled out Selency corners, areas
dedicated to second-hand goods, with a selection of fashion
and decorative items. In 2023, Casino banners continued
to deploy multimedia corners with reconditioned devices
and partnered with a second-hand textile start-up to
introduce a second-hand clothing offer.
In 2023, the Group sorted more than 159,000 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 79% in France. More than 32,000 tonnes of waste are
still sent to landfill or burned.
Customers returned more than 6,250 tonnes of waste to
store collection boxes. Of the total, 22% was paper and
cardboard and 10% was waste electrical and electronic
equipment (WEEE), which was transferred to accredited
service providers for recycling.
See Group performance indicators in section 3.6.
3.5.4.4.2. Reducing the impact of packaging
and plastic
■ Commitment
The Group is deploying an ambitious packaging policy
to reduce the impact of packaging, especially plastic
packaging. It is based on five commitments:
● eliminate any packaging that is not indispensable to
use 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
■ Analysis of the risks and impacts related to plastic
Over 400 million tonnes of plastic are produced worldwide
each year, of which approximately 158 million tonnes are
used for single-use packaging production.
Plastic can pose risks to the environment and human health
throughout the manufacturing process, from upstream to
downstream: during plastic production in factories, its use
and end-of-life. The main risks identified relate to plastic
transformation processes (environmental risks: polluting
emissions, greenhouse gas emissions; health risk due to
the use of phthalates, which are endocrine disruptors),
the use of plastic (environmental risk: microplastics can
be released when washing clothes; health risk: migration
of toxic substances), and when plastic is disposed of at
end-of-life (environmental risk: air pollution in the case of
incineration, soil and water pollution with landfill or release
into the environment).
■ Action plans
(i) Data collection
Casino Group assists its private-label suppliers in collecting
the data required to calculate their plastic footprint. Given
the complexity of the issue, Casino Group has developed
a monitoring and reporting tool to measure the impact of
its use of plastic. One of the aims for the tool is to assess
progress as part of the Group’s commitment to the National
Pact on Plastic Packaging.
The tool, initially deployed for products purchased by
the AMC central purchasing unit, can track tonnages of
materials used, and includes a breakdown by type of plastic,
the average percentage of recycled material incorporated
and the percentage of recyclable material in the product
portfolio.
When specifications are updated, the supplier provides
package specification data which must be approved by
quality managers to ensure compliance. Once validated,
the data can be included in the Group’s plastic footprint.
The information must then be consolidated with actual or
estimated data on the product packaging sourced through
other channels not integrated into the monitoring tool,
such as specific Monoprix products or other purchased
packaging. The current system does not precisely measure
the impact of scoop-and-weigh, reuse and recycling
measures on reducing the total volume of plastic placed
on the market.
The measurement of the plastic footprint of the Group’s
private-label products is therefore gradually being
fine-tuned and rolled out to achieve a more precise and
comprehensive assessment.
(ii) 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.
As such, Casino Group asks its private-label suppliers to:
● reduce the use of plastic;
● improve packaging recyclability;
● support the implementation of a system based more
on circular economy principles, thus acting ahead of
legislative changes.
(iii) Implementing the “5 Rs” method
Casino Group applies the 5 Rs 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 Rs methodology is
used to identify ways to further optimise packaging that
can be developed with private-label suppliers.
(1) https://www.ecologie.gouv.fr/mise-en-oeuvre-des-lois-anti-gaspillage-economie-circulaire-et-climat-et-resilience-
plusieurs-textes#:~:text=Les%20 lois%20 %C2 %AB%20Anti%2Dgaspillage%20pour,mod%C3 %A8le%20de%20
soci%C3 %A9t%C3 %A9 %20plus%20durable.
343
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) (iv) Removing unnecessary plastics
As specifications are progressively updated and products
are analysed using the 5 Rs method, solutions are identified
with suppliers to eliminate unnecessary plastic.
Casino Group’s suppliers have already eliminated
plastic packaging on numerous items, such as filled
soft biscuits (elimination of plastic tray), certain organic
soaps (elimination of plastic packaging), mustards (plastic
protective seal replaced by a paper one), salads and ready
meals (elimination of lid), teas and infusions (PVDC and
flexible PP no longer used), and Sincère brand linens (PVC
overwrapping no longer used).
Casino Group has also eliminated plastic wrap on fruit and
vegetables in line with French legislation.
(v) Eliminating packaging
and replacing plastic
The Group engages in two types of actions:
● when no recycling process exists for the packaging used,
the Group asks its suppliers to replace it with a recyclable
alternative. For example, some coffee capsules are now
made of aluminium instead of PP plastic, and fabric
softeners now come in PE sachets instead of PVC ones;
● 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.
(vi) Reducing the weight of packaging components,
especially plastic
The 5 Rs method has identified a number of products for
which the amount of plastic used in packaging could be
reduced. Suppliers have optimised many references; for
example, by reducing the weight of the plastic film used for
cookie packages, by reducing the weight of Greek yoghurt
containers from 5.59 g to 4.52 g, and by reducing the
thickness of plastic lids for salty baked goods by 1 g/SKU.
(vii) Improving recycling conditions
Identified using the 5 Rs 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 have eliminated obstacles to
sorting ready meal packaging by replacing the dark tray
and reducing the weight of the film used for the lid, and in
biscuits (wafers, butter biscuits, shortbread, etc.), where the
black tray has been replaced by a transparent one. Some
products have adopted mono-material packaging, such
as bags of chips, scallops and calamari fritters.
(viii) Incorporating recycled plastic
To reduce the use of virgin plastic and the impact of plastics,
suppliers undertake to use recycled plastic. For example,
private-label ultra-dishwashing liquid bottles contain 50%
rPET, as do private-label hazelnut spread jars, which contain
30% rPET, or private-label liquid washing detergents, which
come in bottles containing 50% rPET, rPP or rPE.
(ix) 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 in these ranges 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. Other examples include
Casino brand fabric softeners, which are now packaged in
a PE sachet instead of a PVC one, and the brand’s cereal
bars, which now come in a sachet without PVDC. PVDC
has also been eliminated from several ranges of sweet
biscuits (petits beurres, cookies) in the Casino, Franprix,
and Monoprix brands.
(x)
increasing bulk sales and the use of reusable
containers
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. Casino Group
also supports the “Focus on bulk” initiative introduced
with the National Pact on Plastic Packaging and Périfem.
The Group’s banners have been testing and developing
new bulk concepts for several years to reduce the use of
packaging. For example, Monoprix and Franprix have set up
bulk concepts to make these shopping formats accessible
to as many people as possible for products such as dried
fruit and vegetables, grains, coffee, pasta, cleaning and
hygiene 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.
344
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) In France, the Monoprix and Franprix banners tested 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. As part of its goal to reduce plastic,
Monoprix partnered with Bocoloco to reduce waste by
removing plastic from the shopping experience, through
the use of returnable jars. The offering covers 40 everyday
items such as confectionery, biscuits, grains, coffee, seeds,
pasta, rice, etc., including national brands. In 2023, the
banner launched a partnership with KellyDéli and Bibak
to test a sushi offering using returnable packaging at its
Montparnasse store.
(xi) Reducing and eliminating purchased industrial
by the Hipli start-up that can be reused up to 100 times.
The banner has also developed 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: more than 90% of its shipping boxes are made
from recycled materials; all cardboard is certified FSC
or PEFC; vegetable-based inks are now used instead of
hydrocarbon-based inks; and plastic bubble wrap has long
been replaced by kraft paper as filler.
and commercial plastic packaging
(xiii) Preventing the risks of using recycled materials
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 3,500 tonnes of plastic were collected
in 2023. The Group’s action plan continues 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.
(xii) 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 Sincère brand,
dedicated to textiles and home deco made from more
ethical materials such as certified organic cotton, recycled
polyester, recycled synthetic fibres, recycled glass and
recycled stainless steel. These materials are guaranteed
by established and recognised labels such as PEFC, GOTS
and OEKO-TEX.
Cdiscount is deploying assertive policies to attenuate
the environmental impact of packaging. Since 2021, for
example, it has offered customers packaging designed
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.
(xiv) Impact of national brands
The majority of a retailer’s plastic impact comes from
products sold by national brand suppliers in its stores. As
part of its plan to engage major suppliers on climate-related
issues in France, Casino Group has decided to question
them on plastic and, more broadly, packaging reduction
policies during dedicated one-on-one meetings on
climate-related issues (see section 3.5.4.2). Major suppliers
are asked to provide their plastic impact to the purchasing
teams and to describe the measures taken to reduce plastic
usage in national brand products.
(xv) Stakeholder dialogue
With market share of approximately 6% in France, the Group
believes that working together with stakeholders is the
only way to gradually eliminate unnecessary plastics and
reduce their use in its operations, particularly in products
sold. It is therefore taking part in the work of the National
Pact on Plastic Packaging to exchange views with other
retailers and major suppliers on the solutions available and
ways to speed up their implementation. The Group also
participates in the work of Citeo and has also engaged in
discussions, notably with Surfrider, following the formal
notice sent to nine companies.
345
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Private-label indicators(*) (estimate)
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
(*) Achats Marchandises Casino (AMC) scope.
At 31 December
2022
At 31 December
2023
821
1,587
187
212
281
618
158
906
1,645
190
261
286
634
180
Change
+10%
+4%
+2%
+23%
+2%
+2%
+14%
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 continues to optimise the
packaging of its products. For more information, go
to: https://www.grupoexito.com.co/es/Politica-Envases-
Empaques-2022-ES.pdf.
● In Brazil, GPA continues to work with its suppliers to
make private-label packaging recyclable, compostable
or reusable. 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.
346
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.5.4.5. Combat 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.
■ 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 deployed
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 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,
around 300 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 Gestures Guide”, to reduce spoilage and optimise
waste management. And employees also have access
to an online training programme on how to avoid food
waste. GPA continues its initiatives to reduce food waste,
including 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 over 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.
In France, to reduce food waste, Casino banners offer Cmax
baskets (12 pilot stores) as well as Too Good To Go baskets,
anti-waste fruit and vegetable boxes for three euros, and
they are rolling out anti-waste stands selling Cassé Frais
products at discounts of 30% or 50% depending on the
product. Franprix is rolling out anti-waste stands in its stores
to promote fresh produce, with a 30% discount (short shelf
life), 3+1 pastry boxes (baked the day before), and fruit
and vegetable boxes (2kg for 3 euros). The banner also
offers Too Good To Go and Phenix baskets and donations
of unsold items.
In South America, Éxito is an active member of the
Consumer Goods Forum (CGF) Food Waste Coalition, and
as such is committed to implementing actions to reduce
food waste in its operations. The banner has updated its
food waste policy, laying down guidelines for preventing
and reducing food waste consistent with the sustainable
use of natural resources and food safety.
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. Monoprix stores donate their non-food
items at the end of each sales period. In 2023, €2.8 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.
347
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
■ Commitment
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).
(ii) Limiting direct pressures on biodiversity
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 2023, 11 sites obtained
BREEAM certification and several 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.
At the end of 2023 in Latin America, more than 40 Éxito
sites obtained the Carbono Neutro Certificado certification
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, several 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
348
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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.
(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 2,200
private-label SKUs and around 17,000 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. 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, 100%
of the office paper used by the Group in France is FSC/
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.
All Casino fruit and vegetables are organic or labelled HVE
3 and guaranteed to be free of pesticide residues. 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. The
approach involves around 50 suppliers and covers more
than 700 producers. 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 exclusion
list 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 2023,
29 suppliers had been awarded the Bee Friendly® label;
● actions 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.
349
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) (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, Casino stores monitor the status of fish resources
to adjust supplies in their seafood ranges in real time. This
monitoring is based on studies conducted by scientific
organisations and NGOs (such as the International Union
for Conservation of Nature), and aims to respond to the
need to replenish certain fish stocks. Several species
have been excluded from sale in Casino stores, especially
some deep-sea species. However, the sale of bluefin tuna,
which had been suspended, could resume thanks to the
recovery observed in its stock, subject to implementation
of framework governing fishing methods. Keeping an
active watch, Casino stores updated their policy in 2022 by
officially discontinuing the sale of all shark species, except
for the three species sold under the name Saumonette. As
well as preserving fish resources, local fish markets are also
developed to foster short supply chains. In parallel, Casino
is continuing its partnership with Pure Océan to promote
research and public awareness on issues related to oceans.
In 2023, Monoprix was awarded the LSA La Conso s’engage
Responsible Marketing award for highlighting lesser-known
species, with the aim of encouraging diversified and more
moderate fish consumption, thereby easing 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. GPA is 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;
● support a sustainable supply of tuna for Casino private-
label tinned tuna in France: all of the tinned yellowfin
tuna sold under the Monoprix and Franprix brands is
caught FAD-free.
The Group is committed to spreading out its sourcing and
selecting fishing grounds in a way that limits 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 one yellowfin tuna product and one skipjack
tuna product fished using the pole and line method which
limits the impact on the environment. 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
products certified by the Aquaculture Stewardship Council
(ASC) and the Marine Stewardship Council (MSC).
To strengthen the measures to prevent risks raised by its
private-label tinned tuna, the Group became a member
of 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, ever y 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 verif y fishing methods and fishing areas.
350
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) The resulting data are available on the TUPA website: https://
www.earthworm.org/our-work/projects/tuna-protection-
alliance. In response to calls from NGOs on risks relating
to the tinned tuna industry, the Group plans to reinforce
its action plan in 2024.
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.
Noteworthy measures include 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.
Most of these raw materials are covered by the European
Union Deforestation Regulation (EUDR), which came
into effect in June 2023. The Group will comply with
these requirements for all products whose customs
codes are listed in Annex 1 of the regulation. At the same
time, the Group is taking part in various working groups
on the subject (CGDD, FCD, etc.) and engaging with its
main suppliers to discuss how they plan to implement
the regulation. Lastly, a specific internal working group
has been set up to anticipate the implementation of the
requirements set out in the regulation.
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 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.
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 a satellite observation system,
Éxito monitored more than 80,000 hectares farmed by
suppliers in 2022. The banner 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 2023, 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.
351
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 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 cease
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, Casino Group joined the Retailer Cocoa
Collaboration (RCC), a collective pre-competitive initiative
aimed at improving sustainability across the cocoa supply
chain. The RCC annually assesses trader policies against
deforestation, forced and child labour and promoting
women’s empowerment.
Casino Group participated in the IFCD’s work in 2023, and
achieved its goal of having more than 20% Rainforest/Max
Havelaar certified cocoa in all of its private-label products.
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;
● 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);
● until 2022 was a member of 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.
In France, 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 75% of the soy used as a characteristic
ingredient is sourced from France;
● offering a diversified range of Label Rouge, Bleu Blanc
Coeur, 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.
(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.
352
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Since 2021, for example, Casino Group actively participated
in the alignment group set up by Earthworm to implement
the Manifesto, which:
the five largest soybean importers in France, to leverage
insights from their experience in Brazil and co-construct
the methodology with their input;
● engaged with the leading stakeholders across the pork,
poultry and animal feed value chains to encourage them
to sign the Manifesto, which 25 companies did in 2023.
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;
● has been organising sessions, since 2021, to raise awareness
of issues raised by the Manifesto, with presentation webinars
attended by hundreds of representatives from dairy,
egg, farmed fish, and 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 contractual documents
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). Ninety-six of them agreed
to these conditions in 2023;
● 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
● encouraged each retailer to calculate the soy footprint of
its operations in France. Casino Group’s soybean footprint
in France was estimated at just over 35,000 tonnes in
2022, 69% of which covered by suppliers that have signed
the Group’s “ZDC Soy” clause;
● 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;
● 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 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 and 2023,
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 continued to develop a range of certified
organic and other products made from locally grown protein
sources or soy alternatives.
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.
Given the economic context, this target was only achieved
for coffee capsules.
(1) Excluding three Monoprix Bio Origines ground coffee SKUs covered by specifications based on sensory characteristics, origin and fair
compensation for the producer.
353
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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 maintained at A- by the CDP
in 2023 (B in 2021).
Since 2020, Grupo Éxito has ranked among the top ten
most sustainable retailers in the world according to the
Corporate Sustainability Assessment Index. In 2023, GPA
was again listed in the Brazilian Stock Exchange’s ISE B3
corporate sustainability index, in recognition of its climate,
social and governance commitments.
FTSE
Moody’s
Vigeo
S&P
Global CSA
CDP
MSCI
Weighted
equality
index France
4.1/5
4.1/5
4.1/5
4/5
The changes in non-financial ratings and the discussions
with SRI investors were presented to the Governance and
Social Responsibility Committee in 2023.
73
74
74
72
67
68
70
70
A-
A-
B
B
AA
AA
AA
AA
95
94
92
91
0
10
20
30
40
50
60
70
80
90
100
Rating as of 31 December 2023
Rating year:
2023
2022
2021
2020
354
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Group performance indicators
Commitments
Indicator
2021
2022
Year-on-year
change
2023
Committed employer
Number of employees at 31 December(*)
141,687
124,966
121,205
Of which France
Of which Latin America
% of employees in permanent
employment
54,250
87,437
49,839
75,127
44,168
77,037
-3%
-11%
+2.5%
92.9%
94.2%
95.7%
+1.5 pts
Promoting
diversity and equal
opportunity
Percentage of employees <30 years old
33.7%
33.0%
32.8%
-0.2 pt
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%
5,152
4,918
5,173
+5%
5,520
5,031
5,145
+2%
3.9%
4.0%
4.2%
+0.2 pts
Percentage of women employees
53.1%
52.8%
51.9%
-0.9 pt
Foster gender
equality in the
workplace
Providing an
environment
conducive to
employee fulfilment
Local corporate citizen
Percentage of women among
managers(*)
2025 Objective: 45%
Of which France
Of which Latin America
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
41.8%
42.2%
42.7%
+0.5 pts
43.41%
35.8%
43.77%
44.06%
+0.3 pts
36.5%
37.9%
+1.4 pts
19.5%
18.9%
16.8%
-2.1 pts
17.2
15.5
0.78
4.1%
22.0
14.9
0.85
4.3%
24.3
+2.3 hours
12.5
-2.3 pts
0.59
-0.26 pt
3.5%
-0.8 pt
Supporting food aid
Group donations of foodstuffs in meal
equivalents
46,890,100 57,927,700
51,652,900
-11%
Supporting children
in need and fighting
social exclusion
Number of people reached through
foundations or outreach partnerships
Funds distributed for community
outreach by the Group and Group
customers (in euros)
103,523
90,619
107,924
+19%
94,089,000 110,937,000 109,368,000
-1.4%
355
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Commitments
Indicator
Responsible retailer
2021
2022
2023
Year-on-year
change
Ensuring product
quality
Total product recalls during the year(*)
– France
489
314
173
-46%
Protect consumer
health
Monitoring and
improving the social and
environmental impacts of
the supply chain
Number of private-label organic food
products
Percentage of controversial substances
removed
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
GHG emissions, Scopes 1 and 2 (tCO2eq)(2)(*)
2025 SBT objective: down 18% vs. 2015
(achieved)
2030 objective: -38% vs. 2015 (Met)
2,869
2,567
2,265
-12%
-
-
80%
82%
+2 pts
100%
100%
-
1,263
1,252
1,037
-17%
87%
87%
84%
-3 pts
70%
75%
74%
-1 pt
95%
96%
96%
-
1,157,000
907,000
909,000
+0.2%
Of which France
307,000
291,000
244,000
Of which Latin America
850,000
615,000
665,000
GHG emissions, Scope 1 (tCO2eq)(2)(*)
935,000
754,000
755,000
Of which France
253,000
242,000
201,000
Of which Latin America
682,000
512,000
554,000
-16%
+8%
+0.1%
-17%
+8%
GHG emissions, Scope 2 (tCO2eq)(2)(*)
Reducing carbon
emissions(5)
– Location-Based
Of which France
Of which Latin America
GHG emissions, Scope 2 (tCO2eq)
– Market-Based(3)
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)(*)
222,000
153,000
154,000
+0.7%
54,000
49,000
168,000
103,000
43,000
111,000
-12%
+8%
149,000
128,000
143,000
+12%
183
161
170
+6%
47.1
35.9
37.3
+4%
356
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Commitments
Indicator
2021
2022
2023
Year-on-year
change
Total electricity consumption (MWh)(4)
2,217,700
1,966,300
1,927,600
Saving and preserving
resources
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 and
reused (excluding food donations)
Of which France
Water consumption
(thousands of cu.m)(5)
Water consumption per square metre
of retail space (litres/sq.m)(6)
Percentage of private-label products
containing RSPO-certified palm oil
– France(7)
Percentage of private-label products
containing more than 20% certified
cocoa(8) – France
508
448
571
27%
502
447
578
21%
-2%
-1%
-5%
+2%
497
424
587
25%
+4 pts
59%
41%
50%
+9 pts
78.3%
77.4%
79.5%
+2.1 pts
4,311
3,128
4,937
+58%
1,211
1,032
1,748
+69%
100%
100%
100%
-
69%
94%
95%
+1 pt
Promote biodiversity
Percentage of beef suppliers supporting
the anti-deforestation policy(9)
100%
100%
100%
Objective: 100% – Met
Percentage of these suppliers using
a satellite geo-monitoring system(9)
Objective: 100% – Met
100%
100%
100%
Ethics and compliance
Number of proven cases of corruption(*).
Number of alerts received via the duty
of care whistleblowing mechanism
1
3
0
16
0
16
-
-
-
-
(*)
Indicator integrated in the Non-Financial Statement. Data reviewed by the independent third party – see the Report on page 370. The
decrease in the number of product recalls in 2023 is due to the absence of any major health crisis requiring products to be withdrawn.
(1) Of which 1,001 social audits and 36 environmental audits.
The decrease in the number of social audits carried out is mainly due to:
- the increase in the number of social audits carried out by GPA in 2022 in order to achieve the target of having 100% of factories in Brazil
covered by a valid ICS social audit by the end of 2022 (123 fewer social audits carried out by GPA in 2023 compared with 2022); and
- Casino Global Sourcing's change of strategy, which has led it to gradually reduce its non-food sourcing activities (72 fewer social audits
carried out in CGS non-food factories in 2023 compared with 2022).
The decrease in the number of ICS environmental audits carried out is mainly due to the fact that Monoprix achieved its target of carrying
out environmental audits at its tier 1 or higher textile facilities whose processes pose the highest environmental risk at the end of 2022 (15
fewer ICS environmental audits carried out by Monoprix in 2023 compared with 2022).
(2) Data extrapolated for all of the Group’s entities.
The emission factors were reviewed and updated, where necessary, in 2023. 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.
Integration of renewable electricity from specific markets in Brazil. The increase between 2022 and 2023 is due to a significant rise in the
emissions factor of electricity produced in Colombia (+54%), with the country representing 42% of market-based emissions in 2023.
(3)
(4) Data covering 97% of the Group’s surface area in 2023, versus 96% in 2022 and 95% in 2021.
(5) Data covering 69% of the Group’s surface area in 2023, versus 64% in 2022 and 75% in 2021.
(6) The significant increase in water consumption per square metre is due to improved measures and more reliable consumption data at GPA
and Éxito.
(7) Excluding Leader Price own brand.
(8) Rainforest Alliance – Max Havelaar/Fairtrade.
(9) Suppliers in Brazil with slaughterhouses and sourcing directly from ranches.
357
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.7. REPORTING METHODOLOGY FOR
NON-FINANCIAL INDICATORS
Reporting scope
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 (any site acquired
or closed during this period is excluded from the reporting
scope, except for temporary closures of less than one
month):
- France: operations under the Casino, Monoprix (including
Naturalia), Cdiscount and Franprix banners;
- Brazil: comprising GPA operations;
- Colombia: comprising Grupo Éxito operations;
- Uruguay: comprising Grupo Disco and Devoto operations;
- Argentina: comprising Libertad operations.
● “Casino” encompasses the activities under the Casino
banners in France and their support services.
This historical data has been recalculated on a comparable
basis, in other words, excluding the Assaí subsidiary, which
was sold in 2023. 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:
● human resources data for the Uruguayan subsidiary
Disco Devoto (the exclusion rate represents 5.7% of the
2022 workforce);
● 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.
Data collection
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 roll-out 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
and consolidating CSR indicators;
● 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.
358
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Data consolidation and verification
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.
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 (KPMG).
The conclusions of this audit are set out in section 3.11 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 concern 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.
● 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.
359
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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
purchases 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 2023, primary Scope 1 data represented more
than 99% of total Group data, with the remaining
approximately 0.3% extrapolated.
- In 2023, primary Scope 2 data represented 98% of
total Group data, with the remaining 2% extrapolated.
- The emission factors were reviewed and updated in 2023.
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 Agency for Ecological Transition (ADEME) Carbon
Base for France, Argentina and Uruguay;
- the Brazilian Ministry of Science, Technology and
Innovation for GPA;
- XM, which issues the emission factor for the Colombian
power grid, for Éxito.
- For the other energies used in Group buildings:
- the Agency for Ecological Transition (ADEME) Carbon
Base for natural gas, LPG and heating oil;
- the FEDENE district heating and cooling network
survey for district heating.
- For goods transport:
- the Agency for Ecological Transition (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 the Agency for Ecological
Transition (ADEME) Carbon Base, from the 6th IPCC
report (IPCC AR6) for emissions since 2022, calculated
from the 5th IPCC report in previous years.
Scope 3 corresponds to indirect emissions upstream
and downstream of the Group’s operated activities and
mainly includes (approximately 95% of the Scope 3 total):
- Category 1 “Purchased goods and services”: emissions
related to products sold in-store, e-commerce (including
the marketplace), as well as fuels and non-trade products.
A calculation tool was developed in collaboration with
SWEEP for this calculation. It takes into account the
quantities sold and emission factors from the Agency
for Ecological Transition (ADEME) Carbon Base. In 2023,
given the Group’s situation, a portion of the emissions
was calculated using monetary ratios (around 30%
of Category 1) linked to changes in operations, and
mainly relates to Éxito and its subsidiaries Disco Devoto
and Libertad.
- Category 4 “Upstream transportation and distribution”:
considered to encompass “from supplier to customer
pick-up”: the supplier/Group warehouse flow is calculated
using the SWEEP tool and corresponds to the transport
stage of the products sold, except for Éxito and GPA,
for which actual data exist.
- Category 11 “Use of sold products”: consisting of emissions
related to the combustion of fuels by consumers (emission
factor source according to Carbon Base), calculated
from the litres of fuels sold by type. This category also
includes the use of electrical and electronic products
sold based on average consumption and duration of use;
- Category 14 “Franchises”: consisting of the direct
emissions from franchised stores (based on a ratio
of Scope 1 and Scope 2 per sq.m) as well as indirect
emissions related to products sold.
● 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.
360
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.8. EU GREEN TAXONOMY KPI TABLES
Table 1: Proportion of turnover from products or services associated with Taxonomy-aligned economic
activities
2023
Substantial contribution criteria
DNSH criteria (“Does Not
Significantly Harm”)
)
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%
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Economic activities(1)
A. Taxonomy-eligible activities
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Collection and transport of non-hazardous
waste in source segregated fractions
CCM 5.5
1.81
0.02%
Y
Y
N/EL
N/EL
Y
N/EL
N/EL
Y
N
Y
N
N
Y 0.03%
N/EL
N/EL
N/EL
N/EL
N/EL
Y
N
N
N
N
Y
N/A
CCM 7.4
0.01
0.00%
1.82
0.02%
0.03%
Installation, maintenance and repair of
charging stations for electric vehicles in
buildings (and parking spaces attached to
buildings)
Turnover of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
of which enabling (E)
of which transitional (T)
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Recovery of bio-waste by anaerobic digestion
or composting
CE 2.5
0.00
0.00% N/EL
N/EL
N/EL
Sale of second-hand goods
CE 5.4
0.11
0.00% N/EL
N/EL
N/EL
EL
EL
EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
Collection and transport of non-hazardous
waste in source segregated fractions
CCM 5.5,
CE 2.3
0.01
0.00%
Acquisition and ownership of buildings
CCM 7.7
0.11
0.00%
EL
EL
Turnover of Taxonomy-eligible but not
environmentally sustainable activities
(non Taxonomy-aligned activities) (A.2)
Total (A.1 + A.2)
B. Taxonomy-non-eligible activities
Turnover of Taxonomy-non-eligible activities
(B)
TOTAL (A + B)
0.24
0.00%
2.06 0.02%
8,954.94 99.98%
8,957.00 100.00%
N/EL
N/EL
N/EL
N/EL
N/EL
361
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 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
2023
Substantial contribution criteria
DNSH criteria (“Does Not
Significantly Harm”)
)
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%
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Economic activities(1)
A. Taxonomy-eligible activities
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Freight transport services by road
CCM 6.6
0.11
0.02%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3
5.19
1.17%
Acquisition and ownership of buildings
CCM 7.7
0.20
0.05%
Y
Y
Y
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
Y
Y
Y
N
N
N
Y
N
N
Y
Y
N
N
N
N
Y 0.00%
T
Y 0.56% E
Y 0.03% N/A N/A
0.03%
0.63%
CapEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
of which enabling
of which transitional
5.50
1.24%
5.19
0.11
1.17%
0.02%
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Sorting and recycling non-hazardous waste
CE 2.7,
CCM 5.5
0.00
0.00%
EL
N/EL
N/EL
EL
N/EL
N/EL
Renovation of existing buildings (structural
work/construction)
CCM 3.2
0.00
0.00%
Manufacture of other low carbon technologies CCM 3.6
0.91
0.21%
Collection and transport of non-hazardous
waste in source segregated fractions
CCM 5.5,
CE 2.3
0.00
0.00%
Freight transport services by road
CCM 6.6
1.40
0.32%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3
4.75
1.07%
Acquisition and ownership of buildings
CCM 7.7
62.15
14.06%
EL
EL
EL
EL
EL
EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
CapEx of Taxonomy-eligible but not
environmentally sustainable activities
(non Taxonomy-aligned activities) (A.2)
Total (A.1 + A.2)
B. Taxonomy-non-eligible activities
69.21
15.66%
74.70
16.90%
CapEx of Taxonomy-non-eligible activities (B)
367.22 83.10%
TOTAL (A + B)
441.92 100.00%
362
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Table 3: Additional tables concerning products or services associated with Taxonomy-aligned economic
activities
Climate change mitigation
Adapting to climate change
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Climate change mitigation
Adapting to climate change
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Proportion of sales/Total sales
Eligibility by objective
Alignment by objective
0.02%
0
0
0.02%
0
0
0.02%
0
0
0
0
0
Proportion of sales/Total sales
Eligibility by objective
Alignment by objective
16.90%
0
0
0.00%
0
0
1.24%
0
0
0
0
0
363
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
3.9. METHODOLOGY FOR EU TAXONOMY KEY
PERFORMANCE INDICATORS
Approach to identifying financial indicators (turnover, CapEx and OpEx)
Net sales KPI
■ Definition
OpEx 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 2023 for the scope
of continuing operations. 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 2023 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 2023 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 2023 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 2023 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.
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 2023”, Chapter 2, included in the 2023
Universal Registration Document).
364
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.10. 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
Chapter 1, Casino Group business model
Pages 20 to 21
Main CSR risks
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 256 to 261
Human resources
Sections 3.5.1.1 and 3.5.1.2 Fostering diversity and
gender equality in the workplace
Pages 280 to 287
Social and environmental
Section 4.3.3 Main risk factors
Page 403
Human rights
Section 3.5.3.4 Duty of care plan
Pages 303 to 327
Section 3.5.3.4 Duty of care plan/Duty of care risk map
Pages 303 to 327
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 404
Page 261
Key policies, results and indicators
Human resources
Section 3.5.1 Casino Group, a committed employer/see
sections 3.5.1.1 to 3.5.1.2
Pages 278 to 287
Group performance indicators
Pages 355 to 357
Societal
Casino Group, a responsible retailer/see section 3.5.3.1
Pages 298 to 299
Environmental
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
Group performance indicators
Anti-corruption/Anti-tax evasion
Section 3.4 Ethics and compliance/see sections 3.4.1
to 3.4.8
Anti-tax evasion
Pages 355 to 357
Pages 335 to 339
Pages 355 to 357
Pages 303 to 327
Pages 355 to 357
Pages 273 to 276
Page 261
365
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Non-Financial Statement – Articles L. 225-102-1 and R. 225-105 of the French Commercial Code
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 254 to 373
Pages 339 to 346
Respecting animal welfare
Section 3.5.3.5 Ensuring animal welfare
Pages 328 to 330
Combating food waste and food
insecurity
Section 3.5.2.1 Supporting food aid
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
Page 295
Pages 339 to 347
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
Pages 300 to 330
Collective agreements and impacts
on the Company’s performance and
employee working conditions
Combating discrimination, promoting
diversity and measures taken for people
with disabilities
Human resources information
Employment
Total workforce and workforce by
gender, age and country
Section 3.5.1.3 Providing an environment conducive to
employee fulfilment
Pages 288 to 294
Section 3.5.1 Casino Group, a committed employer/see
sections 3.5.1.1 and 3.5.1.2
Pages 280 to 287
Section 3.5.1 Casino Group, a committed employer
Pages 278 to 294
Hires and terminations
Section 3.5.1 Casino Group, a committed employer
Pages 278 to 294
Compensation and changes in
compensation
Working practices
Section 3.5.1.3.3 Incentivising compensation to drive
individual,
collective and CSR performance
Page 289
Organisation of working time
Section 3.5.1 Casino Group, a committed employer
Absenteeism
Section 3.5.1 Casino Group, a committed employer
Pages 279 to 280
and 292
Pages 293 and
355
Health and safety
Health and safety conditions at work
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 3.5.1.3.7 Fostering health, safety and quality of
life at work
Pages 291 to 293
Section 3.5.1 Casino Group, a committed employer
Pages 291 to 293
and 355
Section 3.5.1.3.1 Encouraging social dialogue
Page 288
Summary of collective agreements
Section 3.5.1.3.1 Encouraging social dialogue
Page 288
366
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Non-Financial Statement – Articles L. 225-102-1 and R. 225-105 of the French Commercial Code
Training
Training policies implemented
Total number of training hours
Equal treatment
Section 3.5.1.3.9 Developing employability with
training
Section 3.5.1.3.9 Developing employability with
training
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
Section 3.5.1.1.1 Combating discrimination and
stereotypes
Pages 294 to 355
Pages 294 to 355
Pages 285 to 287
and 355
Pages 282 to 283
and 355
Pages 280 to 282
Measures taken to combat
discrimination
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 Climate, biodiversity and environmental
policy
Pages 331 to 333
Resources allocated to preventing
environmental risks and pollution
Section 3.5.4 Casino Group, actively committed to
protecting the environment and climate
Pages 331 to 353
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 333 to 339
and 356 to 357
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
-
Pages 339 to 346
and 356 to 357
Pages 347 and
356 to 357
Pages 341 and 356
to 357
Pages 348 to 353
and 356 to 357
(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 339 to 340
and 356 to 357
367
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Non-Financial Statement – Articles L. 225-102-1 and R. 225-105 of the French Commercial Code
Land use
Climate change
-
-
Emissions related to the use of goods
and services
Section 3.5.4.2 The low-carbon strategy to fight
against climate change
Pages 333 to 339
and 356 to 357
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 339
Section 3.5.4.2 The low-carbon strategy to fight
against climate change
Pages 333 to 339
and 356 to 357
Measures taken to develop biodiversity
Section 3.5.4.6 Preserving biodiversity
Pages 348 to 353
and 356 to 357
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
Section 3.3 Stakeholder dialogue
Pages 270 to 272
Section 3.3 Stakeholder dialogue
Pages 270 to 272
Section 3.3 Stakeholder dialogue
Pages 270 to 272
Partnership or philanthropy initiatives
Section 3.5.2 Casino Group, a local corporate citizen
Pages 295 to 297
and 355
Subcontractors and suppliers
Integration of social and environmental
issues in the purchasing policy
Section 3.5.3.3 Monitoring and improving the social
and environmental impacts of the supply chain
Pages 302 to 303
Consideration of corporate social
responsibility standards in dealings
with suppliers and subcontractors
Section 3.5.3.4 Duty of care plan
Section 3.3 Stakeholder dialogue
Pages 303 to 327
Pages 270 to 272
368
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS)
Non-Financial Statement – Articles L. 225-102-1 and R. 225-105 of the French Commercial Code
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 273 to 277
Pages 298 to 300
Promotion of and compliance with the ILO’s fundamental conventions on:
The respect for freedom of association
and the right to collective bargaining
Section 3.1 CSR commitments and governance
Pages 254 to 255
Section 3.5.1.3.1 Encouraging social dialogue
Page 288
The elimination of discrimination
in respect of employment and
occupation
Section 3.5.3.3 Monitoring and improving the social
and environmental impacts of the supply chain
Pages 302 to 303
Section 3.5.1.1.1 Combating discrimination and
stereotypes
Pages 280 to 282
Section 3.5.3.3 Monitoring and improving the social
and environmental impacts of the supply chain
Pages 302 to 303
The elimination of forced and
compulsory labour
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
The effective abolition of child labour
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 303 to 327
Pages 302 to 303
Pages 303 to 327
Pages 302 to 303
Section 3.5.3.4 Duty of care plan
Pages 303 to 327
Human rights
Action taken to promote human rights
Section 3.1 CSR commitments and governance
Pages 254 to 255
Methodology note
Section 3.5.3.3 Monitoring and improving the social
and environmental impacts of the supply chain
Pages 302 to 303
Section 3.5.3.4 Duty of care plan
Pages 303 to 327
Section 3.7 Reporting methodology for non-financial
indicators
Pages 358 to 360
Conclusion on the fairness and compliance of information
Section 3.11 Independent third-party’s report on the
consolidated non-financial statement
Pages 370 to 373
369
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) 3.11. REPORT OF ONE OF THE STATUTORY AUDITORS,
APPOINTED AS INDEPENDENT THIRD PARTY,
ON THE VERIFICATION OF THE CONSOLIDATED
NON-FINANCIAL STATEMENT
This is a free English translation of the Statutory Auditor's report issued in French and is provided solely for the convenience of English-speaking readers.
This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
Year ended 31 December 2023
To the annual general meeting,
Preparation of the non‑financial
performance statement
In our capacity as Statutory Auditor of your company
(hereinafter the “Entity”) appointed as independent
third party, and accredited by the French Accreditation
Committee ( COFRAC) under number 3-1884 (1), we
have undertaken a limited assurance engagement on
the historical information (observed or extrapolated) in
the consolidated non-financial statement, prepared in
accordance with the entity's procedures (hereinafter the
“Guidelines”), for the year ended 31 December 2023
(hereinafter, the “Information” and the “Statement”
respectively), presented in the Group's management
report pursuant to the legal and regulatory provisions 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 we performed as described under
the "Nature and scope of procedures" paragraph and the
evidence we obtained, nothing has come to our attention
that causes us to believe that the consolidated non-financial
statement is not prepared in accordance with the applicable
regulatory provisions and that the Information, taken as
a whole, is not presented fairly in accordance with the
Guidelines, in all material respects.
The absence of a commonly used generally accepted
reporting framework or of a significant body of established
practices on which to draw to evaluate and measure
the Information allows for different, but acceptable,
measurement techniques that can affect comparability
between entities and over time.
Consequently, the Information needs to be read and
understood together with the Guidelines, summarized in
the Statement and available on the Entity’s website or on
request from its headquarters.
Inherent limitations in preparing
the Information
The Information may be subject to uncertainty inherent to
the state of scientific and economic knowledge and the
quality of external data used. Some information is sensitive
to the choice of methodology and the assumptions or
estimates used for its preparation and presented in the
Statement.
(1) Accreditation Cofrac Inspection, number 3-1884, scope available at www.cofrac.fr
370
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Responsibility of the entity
Management of the entity is responsible for:
● selecting or establishing suitable criteria for preparing
the Information,
● preparing a Statement pursuant to legal and regulatory
provisions, including a presentation of the business model,
a description of the main non-financial risks, a presentation
of the policies implemented considering those risks and
the outcomes of said policies, including key performance
indicators, and the information set out in Article 8 of
Regulation (EU) 2020/852 (Green Taxonomy),
● preparing the Statement by applying the entity’s “Guidelines”
as referred above, and
● designing, implementing, and maintaining internal
control over information relevant to the preparation of
the Information that is free from material misstatement,
whether due to fraud or error.
The Statement has been prepared by the Board of Directors.
Responsibility of the Statutory Auditor,
appointed as independent third party
Based on 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 historical information (observed or
extrapolated) provided pursuant to part 3 of sections I and
II of Article R. 225-105 of the French Commercial Code,
i.e., the outcomes of policies, including key performance
indicators, and measures relating to the main risks.
As we are engaged 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 doing so may compromise our independence.
It is not our responsibility to report on:
● the entity's compliance with other applicable legal
and regulatory provisions (particularly with regard to
the information set-out in Article 8 of Regulation (EU)
2020/852 (Green taxonomy), the French Duty of care law,
and provisions against corruption and tax evasion law),
● The fairness of information set out in Article 8 of Regulation
(EU) 2020/852 (Green Taxonomy),
● the compliance of products and services with applicable
regulations.
Applicable regulatory provisions
and professional guidance
We performed the work described below in accordance with
Articles A. 225-1 et seq. of the French Commercial Code,
the professional guidance issued by the French Institute of
Statutory Auditors (Compagnie Nationale des Commissaires
aux Comptes) applicable to such engagements, in particular
the professional guidance issued by the Compagnie
Nationale des Commissaires aux Comptes, “Intervention
du commissaire aux comptes - Intervention de l’OTI -
Déclaration de performance extra-financière”, acting as the
verification program, and with the international standard
ISAE 3000 (revised)(1).
Independence and quality control
Our independence is defined by the provisions of Article
L. 822-11 of the French Commercial Code and the French
Code of Ethics for Statutory Auditors (Code de déontologie)
of our profession. In addition, we have implemented a
system of quality control including documented policies and
procedures aimed at ensuring compliance with applicable
legal and regulatory requirements, ethical requirements and
the professional guidance issued by the French Institute of
Statutory Auditors (Compagnie Nationale des Commissaires
aux Comptes) relating to this engagement.
Means and resources
Our work engaged the skills of nine people between
January 2024 and March 2024 and took a total of ten weeks.
We were assisted in our work by our specialists in sustainable
development and corporate social responsibility. We
conducted a dozen interviews with the people responsible
for preparing the Statement, representing in particular CSR,
group risk and compliance, human resources, health and
safety and environment departments.
(1)
ISAE 3000 (Revised) - Assurance Engagements Other Than Audits or Reviews of Historical Financial Information.
371
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Nature and scope of procedures
We are required to plan and perform our work to address the
areas where we have identified that a material misstatement
of the Information is likely to arise.
The procedures we performed were based on our
professional judgment. In carrying out our limited assurance
engagement on the Information:
● We obtained an understanding of all the consolidated
entities' activities, and the description of the main related
risks,
● We assessed the suitability of the criteria of the Guidelines
with respect to their relevance, completeness, reliability,
neutrality and understandability, taking into account,
where appropriate, best practices within the sector,
● 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 information regarding compliance with human rights,
anti-corruption and tax avoidance legislation, 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 provides the information
required under article R. 225-105 II of the French
Commercial Code, where relevant with respect to the
main risks,
● We verified that the Statement presents the business
model and a description of main risks associated with
all the consolidated entities' activities, including where
relevant and proportionate, the risks associated with their
business relationships, products or services, as well as
policies, measures and the outcomes thereof, including
key performance indicators related to the main risks,
● We verified that the Statement includes a clear and
motivated explanation of the reasons for the absence of
policies implemented considering one or more of these
risks required under Article R.225-105 I of the French
Commercial Code,
● We referred to documentary sources and conducted
interviews to:
- assess the process used to identify and confirm the
main risks as well as the consistency of the outcomes,
including the key performance indicators used, with
respect to the main risks and the policies presented,
- corroborate the qualitative information (measures and
outcomes) that we considered to be the most important
presented in the Appendices. Concerning certain risks
(Corruption/good business practices), our work was
carried out on the consolidating entity, for the other
risks, our work was carried out on the consolidating
entity and on a selection of entities(1).
● We verified that the Statement covers the consolidated
scope, i.e. all the entities within the consolidation scope 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 implemented, and
assessed the data collection process aimed at ensuring
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 the Appendices, 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 definitions and procedures
and reconcile the data with supporting documents.
This work was carried out on a selection of contributing
entities(1) and covers between 24% and 100% of the
consolidated data relating to the key performance
indicators and outcomes selected for these tests,
● We assessed the overall consistency of the Statement
based on our knowledge of all the consolidated entities'
activities.
The procedures performed in a limited assurance review
are less in extent than for a reasonable assurance opinion
in accordance with the professional guidance of the French
Institute of Statutory Auditors (Compagnie Nationale des
Commissaires aux Comptes), a higher level of assurance
would have required us to carry out more extensive
procedures.
Rémi Vinit Dunand
Partner
Paris la Défense, 11 March 2024
KPMG S.A.
Éric Ropert
Partner
Fanny Houlliot
Partner
(1) GPA (Brasil) and Monoprix (France).
372
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) Appendix
Qualitative information (actions and results) considered most important
Non-discriminatory and diversity commitments
Alert mechanisms and results
Ethics Charter and Business Conduct
CSR Governance
Top management training on climate issues
Actions to reduce the Group's activities and supply chains carbon footprint
Direct and indirect carbon footprint reduction targets
Actions to foster long-term trust-based relationships with suppliers
Promoting transparency on animal welfare practices
Food quality management system
Actions to combat food waste
Measures to promote the circular economy (Plastics Pact)
Program to promote short distribution channels and support small producers
Key performance indicators and other quantitative results consid-ered most important
Total workforce at 31/12
Number of employees with disabilities in the workforce
Share of women among managers
Number of proven cases of corruption
Number of recalls (food products)
Number of recalls (food products of own-brand products)
Number of environmental audits carried out in plants involved in the production of own-brand products
for the Group
Number of social audits carried out in plants involved in the production of own-brand products for the Group
Greenhouse gas emissions in absolute value: Scope 1 and 2 (natural gas con-sumption, fuel oil consumption,
electricity consumption, consumption of refrig-erants, consumption of district heating, transport of goods,
employee travel)
Greenhouse gas emissions related to refrigerants per square meter of sales area
Greenhouse gas emissions related to electricity consumption per square meter of sales area
373
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENTCHAPTER 3 > CORPORATE SOCIAL RESPONSIBILITY (CSR) AND NON-FINANCIAL STATEMENT (NFS) CHAPTER 4 > RISKS AND CONTROL
374
C A S I N O G R O U P / 2 0 2 3 U N I V E R S A L R E G I S T R A T I O N D O C U M E N T
Chapter 4Risks and control
4.1. Internal control and risk management .................................................376
4.2. Internal control over accounting
and financial information ...................................................................................386
4.3. Main risk factors ...........................................................................................................389
4.4. Insurance – risk cover .............................................................................................. 406
4.5. Safeguard proceedings at the Group’s parent
companies – Potential conflicts of interest between
the Group’s controlling shareholder and other investors ............408
4.6. Speculative attacks on the share price
and investigations ..................................................................................................... 409
375
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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).
At end-2023, the Group’s four listed subsidiaries, Intexa
in France and GPA, Éxito (sold in January 2024), and
Cnova outside France, are also subject to various internal
control and risk management obligations. The Companhia
Brasileira de Distribuçao (GPA) and Éxito groups are listed
on the NYSE and are therefore required to comply with the
Sarbanes-Oxley Act. At the end of March 2023, the Group
gave up control of the Sendas group (Assaí banner), which
is listed on the Brazilian and US markets.
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4.1.1.3. Parties involved in risk management and internal control
Management
Executive Committee
Operational 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,
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.
Operational
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 Casino Group’s main
CSR risks and opportunities through the risk mapping
processand 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 securityacross 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
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 2023 are described in the Board of Directors’ corporate
governance report (see Chapter 5 – “Corporate Governance
Report”, section 5.5.3 “Work of the Board of Directors’
Specialised Committees in 2023”).
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.
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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.
legal functions or of expert legal teams at Group level.
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.
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 entity to
continuously strengthen the management of these risks.
The Group Legal department consolidates, shares and
disseminates best practices among the Group’s business
units, through the work of specialised, cross-functional
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.
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;
● helping to manage any crises and/or major incidents.
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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 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 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 Management.
The main tasks of the Duty of Care Committee are to:
● ensure compliance with the French law on the Duty of
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.
The Group Ethics Committee, which was formed on the
initiative of Casino Group 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.
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).
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 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, Risk, 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.
(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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4.1.2. GENERAL RISK MANAGEMENT PRINCIPLES
4.1.2.1. Definition 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
2
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Within Casino Group, risk management is decentralised
under the supervision of the parent company’s Management.
The business units’ Management Committees are
responsible for identifying, analysing and dealing with the
main risks facing them.
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)”.
1. Risk identification
The Group is faced with various types of risks such as
operational risks, CSR risks, legal and regulatory 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
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;
● 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
abandoned.
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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.
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.
Lastly, a crisis management process has been set up involving
representatives of 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.
4.1.3. GENERAL INTERNAL CONTROL PRINCIPLES
4.1.3.1. Definition of internal control
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.
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 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.
4.1.3.3. Internal control environment
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.
Setting and communicating objectives
Casino Group’s strategic and financial objectives are set by
the parent company’s 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.
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.
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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. The ESG data collection and
consolidation tool and the associated internal control
measures are presented in section 3.7.
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 Management.
All Group employees are bound by a duty of confidentiality
covering any information used in the course of their work.
■ 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 February 2023 – 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 Policy’s provisions, an Insider Trading
Committee has been set up to spread information about
and monitor compliance with the Insider Trading Policy.
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4.1.3.4. Internal control activities
The internal control activities described below concern the
application of 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 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 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.
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 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 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
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
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 Management.
This allows 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 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
13 auditors, for the France scope.
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 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
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 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.
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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.
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
Identification of risks affecting the
preparation of published accounting
and financial information
Control activities to ensure the reliability
of published accounting and financial
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 and review of
reliability
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 time frame without sacrificing data quality
or reliability.
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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 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
Due to the inflationary environment ("Economic risks")
in 2022 and the Group's specific financial constraints
("Liquidity risks"), the drop in hypermarket and supermarket
sales that began in the fourth quarter of 2022 intensified
in the first half of 2023, leading to a sharp decline in the
Group's profitability and cash flow generation, even though
sales from the other food banners remained close to
market levels. The price repositioning strategy ("Competitive
environment") implemented in the last quarter of 2022 led
to a gradual recovery in customer traffic and volumes in
supermarkets and the trend was reversed in hypermarkets,
but at a pace and at a cost incompatible with the Group's
resources due to intensified competition and the time lag
before improvements in terms of sales could be seen, once
customer traffic and volumes had recovered ("Risks related
to consumer expectations").
Given the complexity of the Group's debt structure, these
factors led it to submit a proposal to restructure its debt
at the end of the second quarter of 2023.
Economic and competitive risks will remain significant
for the Group following its financial restructuring, but
will be less intense as a result of the simplification and
reduction of the Group's debt and the change in the scope
of its business (disposal of most of the hypermarkets and
supermarkets). The materialisation of a certain number of
these risks could lead to further revision of business plans
and further impairment of assets.
The main risk factors presented below in the Group risk
matrix were identified using the major risk mapping
methodology presented in section 4.1.2.3. The risk map
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 residual
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.
The Group is not directly exposed to the situation in Ukraine,
as it has no retail activities in Ukraine, Russia or Belarus.
As Éxito and its subsidiaries Libertad and Disco Devoto
were sold at the end of January 2024, the risks reported by
them as part of the annual exercise to identify and assess
major risks have not been taken into account in the risk
map presented below.
The major risks identified by GPA's Management Committee
have also not been included. Following the press release
published by GPA on 10 December 2023, Casino Group
acknowledged that it was aware that GPA had initiated
preliminary work efforts towards a potential primary equity
offering, as part of its plan to optimise its capital structure.
GPA called an Extraordinary General Meeting on 11 January
2024 to approve, among other things, an increase by 800
million ordinary shares of the authorised share capital of
the company and the proposal by GPA’s management, with
the consent of Casino Group, to elect new members of its
Board of Directors, subject to the conclusion of the potential
offer, in anticipation of the expected dilution of Casino's
stake in the company. These resolutions were adopted by
the Extraordinary General Meeting held on second call on
22 January 2024. If the proposal is implemented and a
new Board of Directors is appointed, Casino will cease to
control GPA. The main risks reported in December 2023
by GPA's Management Committee, as part of the Group's
annual exercise to identify and assess major risks, concerned
the following: liquidity risk, information systems and
cybersecurity risks, risks related to the application of laws
and regulations in the areas of tax and employment law,
adapting to changes in consumer expectations (concepts,
customer experience, shop maintenance and upkeep, etc.)
or the risk of using suppliers or service providers whose
practices do not comply with laws and regulations.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 4 > RISKS AND CONTROL
Major risk classification
Operational risks
Competitive environment
Business disruption/interruption risks
Risks related to the franchise model
Information systems and cybersecurity risks
Economic risks
Risks related to consumer expectations
Inventory management risks (obsolescence and shrinkage)
Attracting and retaining employees
Financial risks
Liquidity risks
CSR risks*
Risks related to the social and environmental impact of the supply chain
page 391
page 392
page 394
page 396
page 397
page 399
page 400
page 401
page 402
page 403
Legal and regulatory compliance risks
Legal and regulatory
risks
◆ Risks considered the most material.
* Other CSR risks are also presented in Chapter 3 in the section on the NFS.
The Group’s main risk factors are organised into four broad categories. The most significant risks in each category are
presented first.
page 404
Major risk map
390
Financial risksCSR risksOperational risksLegal and regulatory risksImpact des risquesLikelihood of occurrenceMajor risk mapHighLowLowHighCompetitiveenvironmentLiquidity risksRisks related to the franchise modelInformation systemsand cybersecurity risksEconomic risksRisks related toconsumer expectationsLegal and regulatorycompliance risksRisks related to the social and environmental impact of the supply chainInventory management risksAttracting and retainingemployeesBusiness disruption/interruptionCASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 4 > RISKS AND CONTROL
4.3.1. OPERATIONAL RISKS
I. 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. In the e-commerce sector, the Group faces
competition from international players, particularly US
players, who have a strong foothold in the French market.
Cdiscount has seen its market share fall in France (from 6.3
points to 4.5 points between 2021 and 2023, while Amazon,
its main competitor, has seen its market share rise by 2.8
points) as it transforms its business model.
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.
Competitors' strategic and operational choices (pricing,
promotions, product mix, opening times, loyalty, etc.)
may have an impact on the performance of the Group's
banners and/or its strategic response to this competitive
repositioning. In either case, this is likely to affect its level of
business, sales volumes and/or margins and financial results.
Current inflationary pressures along with rising transport,
packaging and energy costs are exacerbating these
potential impacts. This is all the more true given that
retailers are bound by a number of commitments to limit
the impact of inflation on households, which reduces
their margins.
Shortages of goods and raw materials 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’s ability to adjust its retail models to customer
expectations is also a major issue, given the structural
changes in consumer trends.
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.
As mentioned in the introduction to section 4.3, the
competitive environment is one of the key risk factors
that led to the restructuring of the Group's financial debt.
Risk management (control and mitigation)
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.
In the medium term, the Group monitors all of its formats and banners and looks to identify opportunities to develop
its multi-channel sales and expand in the most buoyant segments. 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.
For example, given the fiercely competitive environment in France, the Group strengthened its ties with Intermarché
through the AUXO purchasing alliance, covering food and non-food products, goods not for resale and private-label
brands. This alliance should reduce the impact of inflation on the Group's business positioning.
In the current 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.
Following the transformation of its business model, Cdiscount doubled its adjusted EBITDA for the first half of 2023
compared to the same period in 2022, and this despite the decline in its gross sales. This was achieved thanks to the
improved profitability of direct sales, growth in Advertising and Marketplace services, and a cost reduction plan. Cnova
embarked on a transformation towards a more profitable model, leading to solid revenue growth in the third quarter
of 2023 related to services (Marketplace, Advertising, B2C, B2B) and resulting in an increase in gross margin of 7 points.
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II. 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.
A change in governance could trigger a large number of
disputes, strikes and demands, which could further disrupt
store operations.
Catastrophic events such as terrorist attacks, wars, floods,
fires, earthquakes, violent storms, electricity cuts, pandemics
or epidemics (Covid-19) could 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.
The Paris Olympic and Paralympic Games are likely to
disrupt store operations in the Greater Paris region and the
other regions where competitions will take place.
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. This issue will be exacerbated during the 2024
Olympic Games.
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.
A 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.). A pandemic
episode 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.
The 2024 Olympic Games: the supply chain and in-store
experience could be disrupted by the 2024 Paris Olympic
Games, which could adversely impact the Group's sales
during this period in an area where many of the Group's
sites are located.
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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 in order to build up strategic reserve stocks in the banners’
warehouses.
Energy/power cuts:
- 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 business units (Monoprix and
Cdiscount). These plans were also in place in the international business units presented in the discontinued operations
category at 31 December 2023 (GPA, Éxito and Libertad). Each unit has developed its own internal control procedures.
A crisis management process is in place involving representatives of 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. Crisis management units were set up within the main international business units (GPA – in
the process of being sold, Éxito and Libertad – sold in January 2024).
Pandemics:
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.
A coordination unit would be set up, as it was for Covid-19, as required.
It would provide general instructions to the Human Resources department which would be updated on a regular
basis as the situation evolves.
In addition to these instructions, each company would implement procedures adapted to its specific business environment.
These procedures would then be communicated to the management, personnel and employee representative bodies
concerned within each business unit.
2024 Paris Olympic Games:
meetings with Paris City Council to define the necessary authorisations and exemptions;
internal communication on requests and proposals concerning business during the period.
The “Information systems and cybersecurity risks” section on page 396 describes the critical information systems
interruption risk and how it is managed.
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III. Risks related to the franchise model
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 poor application or non-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, 79% of
the store network at the end of 2023 was operated under
franchise or business leases, and a full 90% of Casino’s
network of convenience stores. Excluding the hypermarket
(HM) and supermarket (SM) divisions, 83% of the Group’s
store network is operated under franchise or business
lease. The Group wants to accelerate its growth in the
convenience format in 2024, focusing mainly on stores
under franchise. Following the sale of the HM/SM division
and given the franchise development plan, the proportion
of stores operated under franchise or business lease will
increase, reaching 90% in the coming years.
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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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:
reviewing the applicant’s financial strength and experience,
- verifying the viability of the business plan,
-
- conducting credit quality and partner checks if already operating under franchise,
- validating franchisee applications at committee meetings involving the banner’s various stakeholders (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;
monitoring product withdrawals and recalls and confirming that safety measures have been implemented.
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IV. 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 significant material occurrences of this risk
in 2023 and none since 1 January 2024.
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 and the Middle East,
as well as the Olympic Games to be held in France in 2024,
could be accompanied by an increase in cyber-attacks on
French 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.
Since 2023, an Information Systems Security Committee has been in place to strengthen this risk management system.
It comprises the departments most directly involved in the Group's risk management and is chaired by the General
Secretary. Group Information Systems Security department 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 2023, 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.
As part of its risk coverage policy, the Group uses standard rating and self-assessment cyber risk models that are
recommended by brokers and recognised by insurers. The Group’s cyber insurance policy was renewed in 2023 under
the same terms and conditions as the previous year. The Group should be able to maintain the terms and conditions
of its policy beyond 2023.
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V. Economic 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
continue to 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.).
Current geopolitical tensions (war in Ukraine, the Middle
East, etc.) could continue to drive up the cost of raw
materials, particularly for agricultural products, and also
of fuel.
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.
Moreover, the effects of exchange rate fluctuations (rise of
the dollar against the euro) could have an unfavourable
impact on the Group.
In addition, once the disposal plan for the South American
entities has been implemented, the Group’s activities will
be mainly concentrated in France, making it vulnerable to
the specific economic context in the country. In the third
quarter of 2023, the unemployment rate in France ticked
up again for the first time since the Covid-19 pandemic,
and INSEE recorded a downward trend in household
purchasing power in the same period.
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 inflationary environment has had an impact on
purchasing power and consumer spending.
Rising energy costs were initially 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).
Today, these price increases are compounded by increases
to the prices of agricultural and processed products, and
therefore to the prices of goods purchased from suppliers,
as well as by demands for higher wages.
International tensions 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.
As mentioned in the introduction to section 4.3, the
economic context is one of the key risk factors that led to
the restructuring of the Group's financial debt.
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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 strengthened and extended 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 2024 with EDF (advance purchase agreement). As a result, uncertainties as to
the Group’s 2024 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 within the different banners, in connection with the goals outlined by retail association
Perifem (an established public authorities partner that brings retailers together to tackle environmental, energy,
safety and technological innovation challenges, and to work towards a more responsible commercial ecosystem);
- a continuous process (in place since 2018) to improve profitability through the implementation of cost savings
and efficiency plans in all BUs;
- a portion of the rise in costs (transport, energy, goods and raw materials) passed on to sales prices.
Growth in buoyant convenience formats, which are less vulnerable to macro-economic conditions.
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
VI. Risks related to consumer expectations
Description of the risk
Potential impacts on the Group
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, the 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.
In addition, the Group’s efforts to respond to consumer
trends may entail significant costs.
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.
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) 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 accompanied 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.
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.
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 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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VII. Inventory management risks (obsolescence and shrinkage)
Description of the risk
Potential impacts on the Group
High levels of known and/or unknown
shrinkage can lead to financial losses,
impacting the operating performance and
financial position of certain Group entities.
They can also lead to stock shortages with
an adverse impact on the Group and its
banners, and on its net sales, operating
performance and financial position.
Provisions for impairment are recognised
on inventories that are considered obsolete.
This has a negative impact on the Group's
trading profit and financial position.
Obsolescence refers to the loss of value of a product over time, due to a
number of factors such as changes in (i) technology (technical obsolescence)
and (ii) fashion, consumer preferences or competition (resulting in
commercial obsolescence).
Shrinkage refers to the loss of goods, whether due to theft, breakage,
expiry or other causes. Known shrinkage refers to goods that are lost
due to a known reason, whereas unknown shrinkage refers to goods lost
due to an unknown reason, such as theft or inventory management and
counting errors.
Given the large number of sites (40 warehouses and around 8,000 outlets
in France at the end of 2023), and the volume of goods handled on a daily
basis, the Group is particularly exposed to these risks, which could have
a direct or indirect impact on store and warehouse operations and affect
site profitability.
The following main factors have an impact on the level of known shrinkage
(breakage, deterioration of goods, etc.), unknown shrinkage (theft) and
stock obsolescence:
ineffective procedures to ensure the safety, integrity and proper storage
of goods throughout their time in the Group’s possession (from receipt
in warehouses or stores to sale at the checkout or by order);
the accuracy of sales forecasting processes, for both regular stock and
promotional offerings, and for the disposal of unsold quantities following
promotional campaigns;
errors in the inventory processes, whether regular or rotating, and the
process for recognising discrepancies;
errors in record-keeping of known shrinkage to distinguish from unknown
shrinkage identified during inventories;
the increase in theft, both internal and external, from stores and
warehouses;
the ineffectiveness of measures taken to limit the stock of products
particularly susceptible to obsolescence (technical or technological
products, fashion, etc.);
an increase in unknown shrinkage that may be due to reduced staff
and limited security personnel at certain times of the day at stores that
are open 24 hours a day, 7 days a week.
Risk management (control and mitigation)
To reduce the risks associated with known and unknown shrinkage and stock obsolescence, the Group takes action
at several levels:
Implementation of procedures:
- delivery inspections of goods received by warehouses and stores (in the case of direct deliveries),
- preparation inspections in warehouses for goods to be delivered to stores, storage inspections for sensitive products
(ones that are prone to theft due to their high unit value and small size, etc.) in secure areas within warehouses
or store storage areas,
- protection measures for sensitive products on the sales floor using anti-theft or surveillance systems;
Use of sales forecasting systems, taking into account the previous year's sales, the trends of the previous x weeks,
seasonality effects and any missed sales opportunities linked to product shortages, in order to optimise order levels
and in particular to limit breakage levels linked to overstocking or insufficient rotation of certain products;
Analysis of the results of promotional campaigns (stock shortages, unsold products) in order to adjust the quantities
ordered for future promotional campaigns for similar products, thereby limiting the number of unsold products that
may require discounting in order to be disposed of;
Implementation/reinforcement of teams in charge of safety and security at the Group's various sites.
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VIII. Attracting and retaining employees
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.).
The economic context and Casino’s financial situation
have led to the Group’s transformation, which could be
accelerated by the planned sale of Casino HM/SM stores
in 2024.
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, etc.) and could
negatively impact the Group’s business and financial results.
The Group's financial restructuring, combined with the
planned sale of Casino hypermarkets and supermarkets,
is likely to have an impact on employee retention and
motivation levels, which could make the Group less
attractive to external candidates.
Risk management (control and mitigation)
The HR policies put in place by the Group and its entities are designed to manage this risk. A range of initiatives
have been implemented for Group employees with regard to career management, support for internal mobility and
succession plans for senior managers of departments and BUs, in order to manage the risk of key employees leaving
the Group. 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. The Group's transformation,
and in particular the planned sale of Casino HM/SM outlets, would likely prompt a review of how HR development
processes might be adapted.
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I f a ny o f t h e co m m i t m e n t s i n t h e
Accelerated Safeguard Plan were to be
breached, the Company would not be
able to meet its debt maturities over the
next 12 months.
This could lead to the termination of the
Accelerated Safeguard Plan and legal
action or liquidation proceedings to be
initiated. The initiation of legal action and,
more particularly, liquidation proceedings
could itself prompt the sell-off of all or part
of the Company's assets and could place
(i) shareholders in the position of losing
their entire investment in the Company,
and (ii) creditors in the position of being
less likely to recover their debts.
CHAPTER 4 > RISKS AND CONTROL
4.3.2. FINANCIAL RISKS
I. Liquidity risks
Description of the risk
The Company carried out a review of its liquidity risk and considers that it
cannot meet its commitments over the next 12 months.
Upon non-completion of the financial restructuring, the Company estimates
that approximately €7.4 billion will be required to cover its liquidity needs
over the next 12 months (i.e., until the end of March 2025). This shortfall is
mainly due to short-term debt of €7.4 billion at 31 December 2023 (Note 1.2.2
to the 2023 consolidated financial statements).
The record of the Conciliation and Accelerated Safeguard proceedings,
successively opened on 25 May 2023 and 25 October 2023 by the Paris
Commercial Court, formally noted that (i) settlement of the Group Public
Liabilities of approximately €300 million had been postponed until the earlier
of 30 April 2024 and the completion date of all the financial restructuring
transactions, and that (ii) payment of contractual instalments(1) of principal
(approximately €1.5 billion) and interest and fees (approximately €400 million)
in respect of the Group’s debt was suspended during the observation period
These various measures will ensure that the Company has sufficient cash to
finance its operations during the interim period until the planned effective
completion of the financial restructuring at the end of March 2024.
At 31 December 2023, the Group had cash reserves of €1,051 million which,
together with the €357 million in net cash from the disposal of the Éxito group
in January 2024, will cover the Group’s liquidity needs for the first quarter of
2024, estimated at €600 million.
The transactions provided for in the Company's Accelerated Safeguard Plan to
support the financial restructuring, presented in Chapter 1, consist mainly of:
(i) a €1.2 billion capital increase to be paid up in cash, (ii) conversion into capital
of €3.5 billion worth of debt, excluding accrued interest and excluding TSSDIs
(€4.9 billion including TSSDIs), (iii) refinancing of €2.6 billion of debt and
(iv) an existing €1.2 billion operating financing facility, that is being maintained.
The financial restructuring due to be completed at the end of March 2024
will enable the Group to meet its estimated liquidity needs until the end of
March 2025, in accordance with the Accelerated Safeguard Plan approved
by the Paris Commercial Court on 26 February 2024. This affirmation takes
into account the impact of the disposal of hypermarket and supermarket
assets over the period covered by the agreements with Groupement Les
Mousquetaires, Auchan Retail and Carrefour.
Under these conditions, the Company could meet its commitments over the
next 12 months from the date of approval of the Prospectus.
The 2023 consolidated financial statements have been prepared on a going
concern basis (Note 1.2.2 to the consolidated financial statements in Chapter 2).
Risk management (control and mitigation)
The Group's teams are fully committed to implementing the Group’s financial restructuring in accordance with the
terms and conditions approved by the Paris Commercial Court as part of the Accelerated Safeguard Plan.
A detailed analysis of going concern and Group liquidity risks is presented in Notes 1.2.2 and 11.5.4 to the 2023 consolidated
financial statements (see Chapter 2 of this Universal Registration Document).
(1) This relates to the payments initially due, without taking into account potential default events that could result directly or indirectly from
the suspension of said payments.
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4.3.3. CORPORATE SOCIAL RESPONSIBILITY (CSR) RISKS
I. Social and environmental impact of the supply chain
Description of the risk
Potential impacts on the Group
The Group may incur penalties in the event it fails to comply
with the French “duty of care” law of 27 March 2017 or
with commitments undertaken in the context of the UN
Global Compact.
Potential impacts may also result from damage to the
Group’s image and reputation, which could affect its
business, sustainability rating and financial position.
Due to its business activities, the Group is exposed to
risks related to the social and environmental impact of
its supply chain.
Social impacts concern its suppliers’ compliance with
human rights and fundamental freedoms (e.g., prohibiting
child and forced labour, combating discrimination,
guaranteeing freedom of association, offering at least
the minimum wage, and ensuring occupational health
and safety).
The Group also monitors the environmental impact of its
suppliers’ businesses in terms of water and soil pollution,
greenhouse gas emissions, deforestation, the sustainable
management of resources and waste management.
Risk management (control and mitigation)
The Group looks to ensure responsible management of risks related to the social and environmental impact of its
supply chain.
One of the primary goals of CSR policy is to monitor and improve the social and environmental impacts of the supply
chain. Suppliers commit to complying with the Supplier Ethics Charter, which sets out the Group’s requirements and
the control measures put in place where necessary.
Social, human and environmental risks associated with the Group’s suppliers and business units are also assessed on a
regular basis within the scope of the annual risk map review. The Duty of Care Committee set up in 2017 is responsible
for analysing the results of the supplier and subsidiary risk map and ensuring that appropriate action plans are in place
to mitigate those risks and prevent serious human rights violations and environmental damage.
The Group put in place a specific procedure for monitoring suppliers of private-label products (including textiles) based
in high-risk countries some years ago, with the aim of subjecting active plants to independent ICS audits. This control
system supplements the upstream procedure for approving production facilities described in the Group’s Supplier
Compliance Programme Manual (SCOP) updated in 2023.
Suppliers manufacturing private-label products containing palm oil and beef suppliers in Brazil are subject to specific
regular assessments and actions to mitigate risks or prevent serious harm. These measures were reinforced in 2020
in connection with GPA’s new cattle breeding policy. GPA and Éxito had set up a monitoring plan for ranches used
by Brazilian suppliers based on a satellite geo-monitoring system. With the disposal of Assaí and Éxito, the Group’s
exposure to the cattle farming risk has been significantly reduced.
The Group participates in a number of multi-stakeholder initiatives to identify risks and solutions to improve supply
chains, including the Initiative for Compliance and Sustainability (ICS), the Businesses for Human Rights non-profit
(Entreprises pour les Droits de l’Homme – EDH), the Soy Manifesto, the French Initiative for Sustainable Cocoa, and the
Beef Commodity Working Group of the Forest Positive Coalition backed by the Consumer Goods Forum.
The Group set up an alert mechanism that can be used by third parties to report any situation in the supply chain that
does not comply with its Supplier Ethics Charter, in accordance with duty of care legislation.
Further details can be found in Casino Group’s Duty of Care Plan (see Chapter 3).
For additional information, see Chapter 3 “Corporate Social Responsibility (CSR) and Non-Financial Statement (NFS)”.
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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
e nv i r o n m e n t , g r e a t e r s u p e r v i s o r y
tools and the associated penalties. The
materialisation of such a risk could
negatively impact the Group’s business
activities, results, image or reputation.
CHAPTER 4 > RISKS AND CONTROL
4.3.4. LEGAL AND REGULATORY RISKS
I. Legal and regulatory compliance risks
Description of the risk
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 non-compliance with the anti-corruption provisions of France’s
Sapin II Act, the French law on the Duty of Care of Parent Companies and Ordering
Parties and the European General Data Protection Regulation (GDPR) gives rise to the
greatest legal and regulatory risks, because these regulations have only recently been
adopted and because their impact in terms of penalties and reputational damage
could be significant.
Many stakeholders are paying increasing attention to major groups, particularly in view
of the challenges involved in identifying and preventing serious violations of human
rights, serious harm to the health and safety of persons, and serious damage to the
environment. The Group’s particularly extensive supply chain means that it is exposed
to the risk of legal action in this respect.
In France, the Group was summoned on 3 March 2021 to appear before the Saint-Étienne
court and then before the Paris court in relation to claims by several non-profits in relation
to duty of care legislation. The claimants are demanding that the Group's duty of care
plan be supplemented in respect of its cattle farming chain in Brazil, and are seeking
compensation for the damage caused by breaches of duty of care, which the claimants
estimate at €3,250,000. The Group refutes these claims and considers that it has fulfilled
its duty of care obligations.
The proceedings are still at the pre-trial stage due to incidents raised by the Group against
some of the claimants, in particular regarding lack of authority of a legal representative,
lack of capacity to take legal action and failure to give prior notice.
A new pre-trial hearing was held on 18 January 2024. A ruling by the Paris court is not
expected before the first half of 2025.
There is a very strong likelihood that the claimants’ action will be dismissed.
Through its Brazilian and Colombian subsidiaries, the Group has implemented
all measures permitted by local regulations to comply with its duty of care. Assaí
and GPA in Brazil and Éxito in Colombia maximise their ability to influence, in particular
through strict dual control of their suppliers over the origin of the beef they buy, and
through binding contractual commitments for suppliers to combat deforestation and
forced labour. As part of its restructuring, the Group sold Éxito and Assaí during the
2023 financial year. GPA will be sold during the 2024 financial year.
The disposal of the Colombian and Brazilian businesses will render the claimants' case
null and void and as a result, no provisions have been made.
In France, a number of associations issued formal notice to the Group for issues relating
to the use of plastic. The Group responded to the formal notice by reaffirming its
commitments to reduce the use of plastic in its operations. No legal proceedings were
initiated against the Group during the period.
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 of Chapter 3 “Corporate Social Responsibility (CSR) and Non-Financial
Statement (NFS)”.
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
To manage and control its insurance costs, in 2023, 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 part of its consequential damage risks, through its captive reinsurance company in Luxembourg. In
2023, 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 capped 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.
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 2023. 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 4 > RISKS AND CONTROL
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 July 2023, the Group’s property damage and business
interruption cover was renewed, with an insured amount
of €250 million per claim and per year. The property
damage policy taken out in Brazil, providing for cover of up
to BRL 400 million, has been renewed for the subsidiary
GPA/CBD. This policy only insures risks relating to the
banner in Brazil. The Group's property damage policy kicks
in when the maximum cover offered by this local policy has
been reached, up to a limit of BRL 300 million, for three
designated sites.
Civil liability insurance programme
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 €220 million in France, €100 million
in Colombia, Cameroon, Argentina and Uruguay and the
equivalent of €77 million in Brazil (BRL 400 million).
Annual cover for the risk of terrorism represents €150 million
in France and €100 million in Colombia and Cameroon.
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.
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;
● construction insurance: structural damage/non-builder
developer/comprehensive site insurance, etc.;
● transported goods insurance;
● corporate officers’ liability insurance;
● cybercrime insurance;
● fraud 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 centralising 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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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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
41.52% of the Company’s share capital and 57.20% of its
voting rights at 20 December 2023, including 0.95% of
Casino’s capital held in trust (0.66% 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.
On 25 April 2023, Rallye, Foncière Euris, Finatis and Euris
requested and obtained the opening of early mediation
proceedings (mandat ad hoc) in their favour in order to send
requests to the relevant creditors for adjustments or waivers
in the event of default that could occur if Casino decided
to open conciliation proceedings. As these discussions
were initially unsuccessful, conciliation proceedings were
initiated on 22 May 2023 in favour of Rallye and its parent
companies, under which the required agreements were
obtained.
Following the signature of the Lock-Up Agreement on
5 October 2023 setting out the terms of the Financial
Restructuring of Casino and its subsidiaries, on 18 October
2023, Rallye announced its support for this restructuring,
which would lead to massive dilution for Casino shareholders
and Rallye’s loss of control of Casino.
On 25 October 2023, Rallye and its parent companies
requested the opening of early mediation proceedings in
their favour, in particular for Rallye to support its subsidiary
Casino in the upcoming vote on Casino, Guichard-
Perrachon's Accelerated Safeguard Plan and to draw
attention, when the time comes, to the consequences of
the effective completion of Casino's financial restructuring,
particularly on its safeguard plan.
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.
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.
The share capital increases planned as part of the financial
restructuring plan, which should be completed during
the first quarter of 2024, will lead to massive dilution of
existing shareholders (see Chapter 1). Upon completion of
the financial restructuring: (i) the Company will be indirectly
controlled by Daniel Křetínský, who indirectly controls
France Retail Holdings S.à r.l., which will hold 57% of the
Company’s share capital and voting rights before exercise
of warrants; and (ii) the Company’s existing shareholders will
hold 0.3% of the Company’s share capital and voting rights.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 4 > RISKS AND CONTROL
4.5.2. GOVERNANCE MEASURES IMPLEMENTED BY THE COMPANY
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).
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 sections 5.5.2, 5.3 and 5.5.5 of this Universal
Registration Document.
4.6. SPECULATIVE ATTACKS ON THE SHARE PRICE
AND INVESTIGATIONS
In late 2015, 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 Casino's share price 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. Further to the searches of premises conducted
in May 2022, other searches were carried out in September
2023 at the request of the AMF.
Casino Group and the executives concerned formally
contest these allegations and have initiated all necessary
proceedings against the orders issued in relation to the
AMF requests authorising the searches of premises and
the seizures made during them.
On 21 February 2024, the Paris Court of Appeal dismissed
all of Casino's appeals and confirmed the detention and
release order issued by the judge on 11 May 2022 as well
as the searches and seizures carried out on 16 May 2022.
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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
CHAPTER 5 > Corporate GovernanCe report
Corporate
Governance Report
410
410
C A S I N O G R O U P / 2 0 2 3 U N I V E R S A L R E G I S T R A T I O N D O C U M E N T
Governance Report
Chapter 5Corporate
5.1. Summary of governance as of 27 February 2024 ......................... 413
5.2. Composition of the Board of Directors...................................................416
5.3. Governance structure as of 27 February 2024 ................................425
5.4. Information about corporate officers ....................................................... 431
5.5. Preparation and organisation
of the Board of Directors’ work ......................................................................459
5.6. Information on the agreements mentioned
in Article L. 225-37-4, paragraph 2,
of the French Commercial Code .................................................................487
5.7. Factors likely to have an impact in the event
of a public offer ............................................................................................................487
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 27 February 2024.
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 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, the agreements that fall within the
scope of Article L. 225‑37‑4 2 of the French Commercial
Code and the factors likely to have an impact in the event
of a public tender offer, pursuant to Article L. 22‑10‑11 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 2023 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 Annual General Meetings
are set forth in Chapter 8, on pages 537 et seq. The table
showing outstanding delegations of authority granted
at the Annual General Meeting with respect to capital
increases is presented in Chapter 7, pages 513 et seq.
For further information on the content of the Corporate
Governance Report, please refer to the cross-reference
table on page 559 of this Universal Registration Document.
The Corporate Governance Report was prepared by the
Secretary of the Board with input from Management
and the Group’s Legal department. This Report was
prepared on the basis of applicable law and regulations,
the Afep‑Medef Code last revised in December 2022, the
recommendations contained in the Code’s guidelines, the
2023 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 2023 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
199 to 203) 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
5.1. SUMMARY OF GOVERNANCE
AS OF 27 FEBRUARY 2024
GOVERNANCE STRUCTURE
Annual General Meeting
Governance and Social Responsibility
Committee
The Board
and its Specialised Committees
Audit Committee
Appointments and Compensation
Committee
Executive Committee
Ad Hoc Committee
(set up on 21 April 2023)
As of 27 February 2024, Casino, Guichard‑Perrachon
(“Casino” or the “Company”) is controlled by Jean-Charles
Naouri (see the ownership structure presented on page
518 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 permanent 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.
The share capital increases to be implemented as part
of the Accelerated Safeguard Plan will result in massive
dilution for existing shareholders and a reorganisation of
the shareholder structure (see Chapter 1, “Shareholder
structure” and Chapter 7 on page 518 of the Universal
Registration Document). In accordance with the Company's
Accelerated Safeguard Plan, which was approved by
the Paris Commercial Court on 26 February 2024, the
Company's governance will therefore be adapted as from
the completion of its financial restructuring, in particular
to reflect its new shareholder structure. The governance
principles set out in the Accelerated Safeguard Plan are
as follows: (i) the appointment of Philippe Palazzi as Chief
Executive Officer of the Company to replace Jean-Charles
Naouri will be proposed, (ii) the majority of the members
of the Board of Directors will be appointed by the Annual
General Meeting based on the recommendation of the
Consortium, and (iii) the composition of the Board of
Directors will continue to comply with Afep-Medef Code
recommendations.
In addition, it has been agreed that the composition of
the Company’s Board of Directors will be changed on
completion of the financial restructuring, in particular to
reflect the new shareholder structure. These changes are
presented in section 5.4.2 of this Universal Registration
Document.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
GOVERNANCE IN 12 FIGURES
Independence rate
Cams gouvernance
Taux d’indépendance
12 Directors
42%
58% are women
1 Independent Lead
Director
Board meeting
attendance rate
Cams gouvernance
Taux présence conseils
19 Board meetings in 2023
91%
Specialised Committee
meeting attendance rate
Cams gouvernance
Taux présence comités
47 Specialised Committee
meetings in 2023
4 Committees chaired
by independent members
(3 Permanent Committees
and the Ad Hoc
Committee)
97%
Average age(*)
60.45
Average seniority(*)
5
2 Committees
chaired by women
(*) In years – Averages calculated excluding the Chairman and Chief Executive Officer (as of 27 February 2024).
414
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
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 permanent
Specialised Committees.
The Board comprises five Independent Directors, one Non-Independent Director and six Directors representing the
majority shareholder.
Jean-Charles Naouri
Chairman and Chief Executive Officer
Josseline de Clausade
representing Carpinienne
de Participations
Nathalie Andrieux*
Maud Bailly*
Thierry Billot*
Lead Director
12 members
incl. 7 women
5 independent members
Béatrice Dumurgier*(1)
Hervé Delannoy
representing Par-Bel 2
Virginie Grin
representing Finatis
Franck Hattab
representing Foncière Euris
Christiane Féral-Schuhl*
Odile Muracciole
representing Euris
*Independent Directors
Frédéric Saint-Geours
Audit Committee Governance and Social Responsibility Committee Appointments and Compensation Committee Ad Hoc Committee
COMPOSITION OF THE EXECUTIVE COMMITTEE
AT 27 FEBRUARY 2024(*)
Jean-Charles Naouri
Chairman and Chief
Executive Officer
Stéphanie Zolesio
Chief Executive Officer
of Casino Immobilier
Guillaume Sénéclauze
Chair of Monoprix and Naturalia
Matthieu Riché*
Director of CSR and Engagement
Thomas Métivier
Chief Executive Officer
of Cdiscount and Cnova
David Lubek*
Chief Financial Officer
14 members
5 women
Guillaume Appéré*
General Secretary
and Executive Committee Secretary
Esther Bitton
Director of M&A Group
Magali Daubinet-Salen
Chief Executive Officer
of Casino Banners
Hervé Daudin
Merchandise Director and Chair
of Achats Merchandises Casino
Vincent Doumerc
Chief Executive Officer
of Franprix
Julien Lagubeau*
Chief Operating Officer
Marie Even
Deputy Chief Executive Officer of Cdiscount
Raphaële Hauzy
Director of Human Resources France
* David Lubek, Julien Lagubeau, Guillaume Appéré and Matthieu Riché, who are members of the Executive Committee, will step down from
their duties within the Group on 30 April 2024 at the latest.
(1) Member until 25 October 2023.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
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).
Th e A fe p - M e d e f Co d e , l a s t r ev i s e d i n D e ce m b e r
2 0 2 2 , i s a v a i l a b l e o n t h e C o m p a n y ’ s w e b s i t e
(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).
In April 2023, the Board entrusted an expanded Audit
Committee acting as an Ad Hoc Committee, and
subsequently an Ad Hoc Committee made up of a majority
of Independent Directors, with specific tasks in the context
of examining (i) the proposals received from the TERACT
group and Groupement Les Mousquetaires and (ii) Daniel
Křetínský's proposal for a capital increase. The Ad Hoc
Committee's remit was subsequently extended to cover
Casino Group’s financial restructuring, which was initiated
in April 2023.
The initiatives and tasks assigned in this respect to such
Committees reflect the determination of the Board of
Directors and Executive 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 27 FeBrUarY 2024
Independence rate
Cams gouvernance
Taux d’indépendance
42%
12 Directors
As of 27 February 2024, the Board of Directors had 12
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
1 Independent Lead
Director
58% are women
4 Committees chaired
by independent members
(3 Permanent Committees
and 1 Ad Hoc Committee)
2 Committees
chaired by women
an Ordinary General Meeting, as was done in 2023. The
staggering of Board members' terms will be more regular
over the next three years, with four terms expiring each
year in 2024, 2025 and 2026.
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.
416
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
At 27 February 2024, the members of the Board of Directors were as follows:
Age*/
Gender Nationality
Number
of shares
Number of
directorships
of listed
companies(2)
Independence
First term
of office
End of
current
term of
office
Years
on the
Board Audit
Governance
and Social
Responsibility
Appointments
and
Compensation
Permanent Committee
meeting attendance
Executive corporate officer
Jean-Charles Naouri(1)
Chairman and Chief
Executive Officer
Directors
74/M
376(3)
Nathalie Andrieux
58/W
Maud Bailly
Thierry Billot
Josseline de
Clausade(1)
representing
Carpinienne de
Participations
Hervé Delannoy(1)
representing
Par‑Bel 2
45/W
69/M
70/W
63/M
Béatrice Dumurgier
50/W
Christiane
Féral-Schuhl
Virginie Grin(1)
representing Finatis
Franck Hattab(1)
representing
Foncière Euris
Odile Muracciole(1)
representing Euris
66/W
56/W
52/M
63/W
Frédéric Saint-Geours 73/M
865
503
856
432
100
650
1,000
179
777
14,065
2,400
_
_
1
1
_
_
2
_
_
_
_
_
M
C
C
M
M
2003
2025
21
2015
2024
2021
2024
2021
2024
9
3
3
M
C
2020
2025
4
2023
2025
2021
2024
2017
2026
2023
2025
2022
2026
2020
2026
0
3
8
0
2
4
2006
2026
18
M
M
M
* At 27 February 2024.
(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 holds majority voting rights in the Company through Euris
(see Chapter 7, section “Controlling shareholder”).
C: Chair. /M: Member.
The members of the Ad Hoc Committee set up on 21 April 2023 are presented on page 421.
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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5.2.2. BoarD DIverSItY poLICY at 27 FeBrUarY 2024
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 2023”). 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 reappointments, 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 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, food and non-food e-commerce and
related services, 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 Casino Group 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
in 2023, 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
The Board’s skills matrix is presented in section 5.2.4 below.
the selection process for new Independent Directors is
carried out as follows:
● 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. A complete welcome
pack and Directors’ questionnaire are subsequently sent
to the candidate Director.
● 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.
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5.2.3. CHanGeS to tHe CoMpoSItIon oF tHe BoarD In 2023
■ Changes that took place at the Annual General
Meeting of 10 May 2023
Annual General Meeting
of 10 May 2023
Expired term
Renewed term
Christiane Féral-Schuhl(1)
David de Rothschild
Frédéric Saint-Geours
Fimalac (Thomas Piquemal)
Carpinienne de Participations
(Josseline de Clausade)
Euris (Odile Muracciole)
Foncière Euris (Franck Hattab)
Christiane Féral-Schuhl(1)
Frédéric Saint-Geours
Fimalac (Thomas Piquemal)
Carpinienne de Participations
(Josseline de Clausade)
Euris (Odile Muracciole)
Foncière Euris (Franck Hattab)
(1) Independent Director.
The terms of office of (i) Christiane Féral-Schuhl, Independent
Director, (ii) Fimalac, represented by Thomas Piquemal, (iii)
Euris, represented by Odile Muracciole, and (iv) Foncière
Euris, represented by Franck Hattab, were renewed for
three‑year terms at the Annual General Meeting of 10 May
2023. The term of office of Carpinienne de Participations,
represented by Josseline de Clausade, was renewed for a
two-year term at the same Annual General Meeting.
David de Rothschild has informed the Board that he does
not wish to be put forward for re-election.
■ Changes that took place after the Annual General Meeting of 10 May 2023
Fimalac, represented by Thomas Piquemal (Non-Independent
Director) on the Board of Directors, resigned as a Director of
the Company on 19 May 2023 to avoid the risk of a conflict
of interest, as Fimalac was considering participating in the
capital increase proposed by Daniel Křetínský.
On 10 May 2023, Virginie Grin replaced Didier Levêque
as permanent representative of Finatis on the Board of
Directors, and on 13 June 2023, Hervé Delannoy replaced
Alexis Ravalais as permanent representative of Matignon
Diderot on the Board of Directors.
The detailed profiles of Virginie Grin and Hervé Delannoy
are provided in section 5.4 below, “Information about
corporate officers”.
Virginie Grin joined Euris in 1994 and served as its Deputy
Corporate Secretary from 2008 to March 2023. She is also
a Director of Euris group companies.
Hervé Delannoy joined the Euris group as Deputy Director
of Legal Affairs. In 2007, he became General Counsel of
Rallye and since December 2016, he has also been advisor
in charge of Casino’s legal affairs within Casino Services. He
is Chairman and Chief Executive Officer of Finatis.
The Board’s skills matrix at 27 February 2024 is presented
in section 5.2.4 below.
In 2023, the size of the Board was reduced from 13 to
12 members. Independent Directors make up 42% 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 58% of the Board’s members (7/12). The Board
includes one member who has dual nationality.
At its meeting on 5 December 2023, the Board of Directors
(i) noted the resignation from the Board of Matignon Diderot,
the company representing the controlling shareholder that
was dissolved following the transfer of its net assets to its
sole shareholder, Euris, and (ii) appointed Par‑Bel 2 (wholly
owned by Euris) to represent the controlling shareholder for
the remainder of Matignon Diderot’s term. As Par‑Bel 2 is
represented by Hervé Delannoy, who previously represented
Matignon Diderot, these changes had no impact on the
structure of the Board. The provisional appointment will be
submitted for approval at the 2024 Annual General Meeting.
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Changes to the composition of the Committees in 2023
The composition of the Governance and Social Responsibility Committee remained unchanged in 2023.
The composition of the Appointments and Compensation Committee has changed, with Frédéric Saint-Geours
(Non‑Independent Director) replacing Thomas Piquemal (Non‑Independent Director) on 26 July 2023.
The composition of the Audit Committee also changed: Nathalie Andrieux joined the Committee on 20 September
2023 and Béatrice Dumurgier left the Committee on 25 October 2023, the date on which the accelerated safeguard
proceedings were opened.
As in 2022, each of the Board's three permanent Committees was chaired by an Independent Director as stipulated in
the Board of Directors’ Internal Rules. Two of the Board’s Committees are chaired by women.
The rules relating to representation of Independent Directors and gender balance recommended in the Afep-Medef
Code are implemented.
Changes to the composition of the Committees after the 2023 annual General Meeting
After the Annual General
Meeting of 10 May 2023
Audit Committee
Thierry Billot(1)
Governance and Social
Responsibility Committee
Appointments and
Compensation Committee
Nathalie Andrieux(1)
Maud Bailly(1)
(Chair and Lead Director)
(Chair)
(Chair)
Nathalie Andrieux(1)(2)
Béatrice Dumurgier(1)(3)
Frédéric Saint-Geours
Thierry Billot(1)
Christiane Féral-Schuhl(1)
Frédéric Saint-Geours
Nathalie Andrieux(1)
Thomas Piquemal(4)
Frédéric Saint-Geours(5)
Number of current members
3
Independence
Women
66.66%
33.33%
4
75%
50%
3
66.66%
66.66%
(1) Independent Director.
(2) Member of the Audit Committee since 20 September 2023.
(3) Membership of the Audit Committee ended on 25 October 2023, the date on which the accelerated safeguard proceedings were opened.
(4) Membership of the Appointments and Compensation Committee ended on 19 May 2023.
(5) Member of the Appointments and Compensation Committee since 26 July 2023 (replacing Thomas Piquemal).
Formation of an Ad Hoc Committee
On the recommendation of the Governance and Social Responsibility Committee, the Board of Directors decided on
21 April 2023 to set up a temporary Ad Hoc Committee, mainly comprising Independent Directors and chaired by the
Lead Director. The Ad Hoc Committee’s composition, role and work are described in section 5.5.6 “Specific governance
framework for the Ad Hoc Committee formed within the Board of Directors as part of the financial restructuring”, and in
section 5.5.3 “Work of the Board of Directors' Specialised Committees in 2023”.
The following changes were made to its composition in 2023:
ad Hoc Committee
At 21 April 2023
Thierry Billot(1) (Chair and Lead Director)
Nathalie Andrieux(1)
Béatrice Dumurgier(1)(2)
Christiane Féral-Schuhl(1)
Frédéric Saint-Geours
Independence
80%
Since 25 October 2023
Thierry Billot(1) Chair and Lead Director)
Nathalie Andrieux(1)
Christiane Féral-Schuhl(1)
Frédéric Saint-Geours
Independence
75%
(1) Independent Director.
(2) Membership of the Ad Hoc Committee ended on 25 October 2023, the date on which the accelerated safeguard proceedings were opened.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
5.2.4. BoarD oF DIreCtorS’ SKILLS MatrIX at 27 FeBrUarY
2024 (EXCLUDING THE CHAIRMAN AND CHIEF EXECUTIVE
OFFICER)
The skills and expertise represented on the Board at 27 February 2024 are consistent with the Group’s business and
growth strategy, as well as with the roles and responsibilities of the Board Committees.
Commerce
Retail
Digital
Technology
Media
Real estate
Asset
management
Finance
Industry/
Transportation
Tourism
Law
Social
Responsibility
International
experience
Executive
management
experience
Nathalie
Andrieux(1)
Maud Bailly(1)
Thierry Billot(1)
Josseline de
Clausade
representing
Carpinienne de
Participations
Hervé Delannoy
representing
Par‑Bel 2
Béatrice
Dumurgier(1)
Christiane
Féral-Schuhl(1)
Virginie Grin
representing
Finatis
Franck Hattab
representing
Foncière Euris
Odile Muracciole
representing
Euris
Frédéric
Saint-Geours
(1) Independent Directors.
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
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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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
5.2.5. InDepenDent DIreCtorS
In accordance with Afep-Medef Code recommendations,
during the annual review of its composition and of the
proposed re-election 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 27 February 2024 Board meeting, the independence
of each Director currently serving on the Board 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 in the previous
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 generates 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.
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 Béatrice Dumurgier, the Board’s analysis
took into account the fact that Béatrice Dumurgier joined
the Board of Directors of Société Générale with effect from
23 May 2023. It considered that the financing relationships
between Casino Group and the Société Générale group were
unlikely to compromise her independence of judgement
with respect to matters discussed by the Board, nor are
they likely to give rise to conflicts of interest, given that
Béatrice Dumurgier is an Independent Director on the
Board of Directors of Société Générale and does not hold
any management position within Société Générale. Since
May 2023, there has been no material financing relationship
between Casino Group and the Société Générale group.
Béatrice Dumurgier has stated that she is not exposed
to any conflict of interest and that, should any conflict of
interest arise, she would refrain from taking part in any
Board discussion or decision in accordance with the Board’s
Internal Rules.
With regard to Thierry Billot, based on a multi-criteria
analysis, the Board has concluded that the business ties
between Casino Group and the Bel group 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.
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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. The business relationship
between the Bel group and Casino Group is not material.
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.
At 27 February 2024, six Directors represent the controlling
shareholder: Jean-Charles Naouri, Chairman and Chief
Executive Officer, Josseline de Clausade, Virginie Grin, Odile
Muracciole, Franck Hattab and Hervé Delannoy. 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 currently sitting
on the Board:
Directors
Nathalie Andrieux
Maud Bailly
Thierry Billot
Béatrice Dumurgier
Christiane Féral-Schuhl
Frédéric Saint-Geours
Jean-Charles Naouri
Josseline de Clausade,
representing Carpinienne
de Participations
Hervé Delannoy,
representing Par-Bel 2
Virginie Grin,
representing Finatis
Franck Hattab,
representing Foncière Euris
Odile Muracciole,
representing Euris
Criterion
1
Criterion
2
Criterion
3
Criterion
4
Criterion
5
Criterion
6
Criterion
7
Criterion
8
yes
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
yes
no
no
yes
yes
yes
yes
yes
yes
yes
Qualification
Independent
Independent
Independent
Independent
Independent
yes
yes
yes
yes
yes
yes Not Independent
no 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
yes
yes
no Not Independent
no
yes
yes
yes
yes
yes
yes
no Not Independent
no
yes
yes
yes
yes
yes
yes
no Not Independent
5.2.6. 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.
As of 27 February 2024, the Board of Directors did not
include any non-voting members.
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5.3. GOVERNANCE STRUCTURE AS OF 27 FEBRUARY 2024
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 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 reappoint 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 Directors.
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 a Chairman and
Chief Executive Officer.
Balanced governance
In accordance with the Chairman and Chief Executive
Officer’s wishes, 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).
Specific measures to ensure balanced
governance
The sound practices favouring balanced governance are
listed in the Board’s Internal Rules. As of 27 February 2024,
these practices are mainly the following:
● the existence of Specialised Committees that prepare
the Board’s work and are chaired by 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 Directors 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 Directors;
● 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
As part of these good practices, in 2023, the Board of
Directors, on the recommendation of the Governance and
Social Responsibility Committee, entrusted an expanded
Audit Committee acting as an Ad Hoc Committee,
and subsequently as an Ad Hoc Committee open to all
Independent Directors and chaired by the Lead Director,
with the tasks of (i) continuing to examine (a) the proposals
received from the TERACT group and Groupement Les
Mousquetaires and, (b) Daniel Křetínský’s conditional
proposal for a capital increase, (ii) examining the merits
of initiating conciliation proceedings and Casino Group’s
various options in this respect, (iii) monitoring the conciliation
proceedings and (iv) examining Casino Group’s various
options in this respect. The Ad Hoc Committee's remit
was subsequently extended to include monitoring of the
financial restructuring (see section 5.5.6 “Specific governance
framework for the Ad Hoc Committee formed within the
Board of Directors as part of the financial restructuring” on
pages 482 et seq.).
Changes in governance
Changes in corporate governance at the date of the financial
restructuring are presented in section 5.4.2 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.
The following limitations are currently in place:
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 out 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 renewed for 2024
during the fourth quarter of 2023 under the terms set out
below, which take into account the Lock‑Up Agreement
entered into on 5 October 2023 with, in particular, EP
Equity Investment III S.à r.l., an entity controlled by Daniel
Křetínský, Fimalac and Attestor (hereinafter together referred
to as the "Consortium").
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.
As an exception to the above, until the completion date of
the Group’s restructuring (i.e., until 30 April 2024 at the
latest), the Lock‑Up Agreement entered into on 5 October
2023 with, in particular, the Consortium, stipulates that
the issue of a guarantee or any other equivalent financial
commitment for an amount exceeding 20% of the Group's
estimated adjusted EBITDA for 2023 shall be subject to
the prior consent of the Consortium (except in respect of (a)
financial commitments necessary to carry out the day-to-day
business and (b) commitments described in the Group's
existing financial communication as at 5 October 2023
or in the financial statements presented in the Company's
2022 Universal Registration Document).
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.
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As an exception to the above, until the completion date of
the Group’s restructuring (i.e., until 30 April 2024 at the
latest), the Lock‑Up Agreement entered into on 5 October
2023 with, in particular, the Consortium, stipulates that any
new significant debt shall be subject to the prior consent
of the Consortium (except in the case of the financing
of working capital requirements and operating losses at
pre-existing market conditions (standard interest rate),
provided that it is reasonable to finance these requirements
other than by using the RCF or available cash).
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.
As an exception to the above, until the completion date of
the Group’s restructuring (i.e., until 30 April 2024 at the
latest), the Lock‑Up Agreement entered into on 5 October
2023 with, in particular, the Consortium, stipulates that any
new significant debt shall be subject to the prior consent
of the Consortium (except in the case of the financing
of working capital requirements and operating losses at
pre-existing market conditions (standard interest rate),
provided that it is reasonable to finance these requirements
other than by using the RCF or available cash).
The Chairman and Chief Executive Officer is also authorised
to repurchase debt securities issued in an annual nominal
amount of €1 billion and determine the terms and
conditions thereof.
As an exception to the above, until the completion date of
the Group’s restructuring (i.e., until 30 April 2024 at the
latest), the Lock‑Up Agreement entered into on 5 October
2023 with, in particular, the Consortium, stipulates that
any debt buybacks shall be subject to the prior consent
of the Consortium.
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.
As an exception to the above, until the completion date of
the Group’s restructuring (i.e., until 30 April 2024 at the
latest), the Lock‑Up Agreement entered into on 5 October
2023 with, in particular, the Consortium, stipulates that
the issue of a guarantee or any other equivalent financial
commitment for an amount exceeding 20% of the Group's
estimated adjusted EBITDA for 2023 shall be subject to
the prior consent of the Consortium (except in respect of (a)
financial commitments necessary to carry out the day-to-day
business and (b) commitments described in the Group's
existing financial communication as at 5 October 2023
or in the financial statements presented in the Company's
2022 Universal Registration Document).
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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 Directors on 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, 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.
The Lead Director was appointed by the Board of Directors
to chair the Ad Hoc Committee formed from members
of the Board on 21 April 2023 (see section 5.5.6 below).
Accordingly, the Lead Director 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 2023 are
presented on pages 476 and 477 (see section 5.5.4 below).
5.3.4. eXeCUtIve CoMMIttee aS oF 27 FeBrUarY 2024
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 14 members, including the
Chairman and Chief Executive Officer, the Chief Executive
Officers of the Group’s main subsidiaries and Directors of
the corporate functions:
● Esther Bitton, Group M&A Director;
● Magali Daubinet-Salen, Chief Executive Officer of Casino
Banners;
● 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;
● Raphaële Hauzy, Deputy Director of Human Resources
France;
● Julien Lagubeau, Chief Operating Officer*;
● David Lubek, Group Chief Financial Officer*;
● Thomas Métivier, Chief Executive Officer of Cdiscount
and Chief Executive Officer of Cnova;
● Matthieu Riché, Director of CSR and Engagement*;
● Guillaume Sénéclauze, Chairman of Monoprix and Chairman
of Naturalia;
● Stéphanie Zolesio, Chief Executive Officer of Casino
● Jean-Charles Naouri, Chairman and Chief Executive Officer;
Immobilier.
● Guillaume Appéré, General Secretary and Executive
Committee Secretary*;
As of 27 February 2024, 36% of the Group Executive
Committee members were women.
* David Lubek, Julien Lagubeau, Guillaume Appéré and Matthieu Riché, who are members of the Executive Committee, will step down from
their duties within the Group on 30 April 2024 at the latest.
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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 on the Group Executive
Committee.
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 managers and executives) held by women and
the proportion of women members of the management
committees in France.
Concerning gender balance at top management level, the
increase in the number of women in top management
positions in France has been included as one of the two
CSR performance criteria in the long-term incentive plans
for the Chairman and Chief Executive Officer and for senior
executives decided by the Board of Directors (three-year LTI
plan). 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.
The Group has set a target of 38% of top management
positions in France being held by women by the end of
2024, with a minimum of 36.5% (three‑year 2022‑2024 LTI
plan). For the 2023‑2025 LTI, the objective has been raised
to 40% by 2025, with a minimum of 38.5% corresponding
to a 0.5‑point increase in the 2024 objective.
The action plans were supplemented during 2023 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 2023 (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 helped maintain a significant proportion of
women in top management positions in 2023.
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 2023, the proportion of women in top
management positions was 39% (35.3% at 31 December
2022, 36% at 31 December 2021 and 32% at 31
December 2020). This is above the target that was set by
the Board of Directors in the 2021‑2023 LTI three‑year
plan, namely that 36% of the Group’s top management
posts should be held by women by 31 December 2023.
At 31 December 2023 and 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. 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
37.8% at 31 December 2023 versus 36.4% at 31 December
2022 and 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 2023.
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.
Concerning the compensation index, Casino Group’s
weighted average Workplace Equality Index score in 2024
based on 2023 data was 95/100, up 1 point on the 94/100
score it achieved in 2023 based on 2022 data (for 29
French entities of Casino Group that were included in the
calculation), and representing 20 points more than the
statutory minimum score of 75/100.
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5.4. INFORMATION ABOUT CORPORATE OFFICERS
5.4.1. Corporate oFFICerS aS oF 27 FeBrUarY 2024
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 office
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);
● Vice-Chairman and Director of Fondation d’Entreprise Casino;
● Chairman of Fondation Euris.
Outside Casino Group/Euris
● Director of Fimalac;
● Honorary Chairman of Institut de l’École normale supérieure.
■ Directorships and positions held in the past five years (now ended)
● Chairman and Member of the Board of Directors of Sendas Distribuidora SA (Assaí – listed company – Brazil) – 2023;
● Member of the Selection, Appointments and Compensation Committee of Fimalac – 2023;
● 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 office
12 May 2015
AGM to be held in 2024
Member of the Audit Committee
20 September 2023
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 Bertrand Franchises.
■ Directorships and positions held in the past five years (now ended)
● Director of Topco GB (Burger King group) – December 2023;
● Chair and Chief Executive Officer of Geolid – 2022;
● Director, Member of the Strategy Committee and Chair of the Governance and CSR Committee of Inetum – 2022;
● Chair of the Appointments and Compensation Committee of Casino, Guichard‑Perrachon (listed company) – 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.
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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 office
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 became 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
Member of the Audit Committee
Chair of the Audit Committee
Date of appointment
End of term of office
12 May 2021
AGM to be held in 2024
12 October 2021
AGM to be held in 2024
11 June 2021
10 May 2022
AGM to be held in 2024
AGM to be held in 2024
Member of the Governance and Social Responsibility
Committee
11 June 2021
AGM to be held in 2024
■ Other current directorships and positions
Outside Casino Group/Euris
● Lead Director of the Bel group;
● Member of the Supervisory Board, member of the Appointments and Compensation Committee and Chairman of
the Audit Committee of Unibel (the listed holding company that controls the Bel group);
● Independent member of the Board of Directors, Tereos.
■ Directorships and positions held in the past five years (now ended)
● Chair of the Governance and Social Responsibility Committee of Casino, Guichard‑Perrachon (listed company) – 2022.
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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
Date of appointment
End of term of office
12 May 2021
AGM to be held in 2024
■ Other current directorships and positions
Outside Casino Group/Euris
● Director of Société Générale (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)
● Member of the Audit Committee of Casino, Guichard‑Perrachon (listed company) – 2023;
● Director of SPAC Transition (listed company) – 2023;
● Senior Advisor to BlackFin Capital Partners – 2022;
● Chief Operating Officer of BlaBlaCar and Chief Executive Officer of BlaBlaBus – 2021;
● Chief Executive Office of BNP Paribas Personal Investor – 2019;
● Director of SNCF Mobilités – 2019;
● Chair of the Board of Directors of Sharekhan – a BNP Paribas Personal Investors subsidiary based in India – 2019.
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Christiane Féral-Schuhl
Independent Director
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 Master’s degree
in Business Law from Université de Paris II. 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, 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 digital, media and
telecommunications law. She is Vice-Chair of the French National Mediation Council (Conseil national de la médiation),
set up in June 2023 by the Minister of Justice.
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 High Commission for Gender Equality (Haut Conseil à l’égalité entre les femmes et les hommes
– HCEfh) (2013‑2015), Co‑Chair of the ad hoc Parliamentary Commission to Develop Proposals on Law and Privacy in
the Digital Age (Commission parlementaire de réflexion et de propositions ad hoc sur le droit et les libertés à l’âge du
numérique) (2014‑2015) and member of the Superior Council of Administrative Courts and Administrative Courts of
Appeal (Conseil supérieur des tribunaux administratifs et des cours d’appel administratives – CSTA CAA) (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 and Vice-Chair of the French National Mediation Council;
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 office
5 May 2017
AGM to be held in 2026
Member of the Governance and Social Responsibility
Committee
15 May 2018
AGM to be held in 2026
■ 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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Frédéric Saint-Geours
Director
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: 2,400
■ 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 the 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 the 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
Member of the Audit Committee
Date of appointment
End of term of office
31 May 2006
31 May 2006
AGM to be held in 2026
AGM to be held in 2026
Member of the Appointments and Compensation Committee 26 July 2023
AGM to be held in 2026
Member of the Governance and Social Responsibility
Committee
7 July 2015
AGM to be held in 2026
■ 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)
● Chair of the Audit Committee of Casino, Guichard‑Perrachon (listed company) – 2022;
● Member and Chairman of the Supervisory Board of SNCF – 2019.
437
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
Société Carpinienne de Participations
Director
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 office
28 July 2021
AGM to be held in 2025
■ Other current directorships and positions
Within and outside Casino Group/Euris
● None.
■ Directorships and positions held in the past five years (now ended)
None.
438
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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 Cnova N.V. (listed company – Netherlands).
■ Directorships and positions held in the past five years (now ended)
● Member of the Board of Directors of Sendas Distribuidora SA (Assaí – listed company – Brazil) – 2023;
● Member of the Board of Directors of Fundación Éxito (Colombia) – 2023;
● Permanent representative of Saris on the Board of Directors of Casino, Guichard‑Perrachon (listed company) – 2021;
● Member of the Board of Directors and of the Sustainable Development Committee of the Éxito group – 2020.
439
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Euris
Director
Simplified joint stock company (société par actions simplifiée) 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: 715
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of office
4 September 2003
AGM to be held in 2026
■ 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.
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Odile Muracciole
Permanent representative of Euris since 1 February 2022
First elected 4 March 2020
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 was Legal Counsel
on employment matters at Casino Services until 31 December 2023.
■ Main executive position
Legal Counsel on employment matters at Casino Services until 31 December 2023.
■ Other current directorships and positions
Within Casino Group/Euris
● Permanent representative of Euris on the Board of Directors of Finatis, Foncière Euris and Rallye (listed companies);
● Permanent representative of Finatis on the Board of Directors of Carpinienne de Participations (listed company);
● Member of the Appointments and Compensation Committee of Foncière Euris and Rallye (listed companies);
● 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 Group – 2022;
● Chief Executive Officer of Parinvest, Pargest and Parande – 2022;
● Member of the Supervisory Board of Centrum Development SA (Luxembourg) – 2022;
● Chair of Pargest Holding – 2022;
● Permanent representative of Par‑Bel 2 on the Board of Directors of Finatis (listed company) – 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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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 office
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).
■ Directorships and positions held in the past five years (now ended)
● Legal Manager of Euriscom – 2023.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
Virginie Grin
Permanent representative of Finatis since 10 May 2023
Born: 21 September 1967
Nationality: French
Business address: 103, rue La Boétie – 75008 Paris, France
Number of Casino shares held: 179
■ Profile
A graduate of the École des Hautes Études Commerciales and holder of a Diplôme d’Études Comptables et Financières,
Virginie Grin was Deputy Director of Turbo France Tours from 1989 to 1990, then Senior Project Manager with Ernst
& Young Entrepreneurs from 1990 to 1994. In 1994, she joined the Euris group, where she held the positions of
Executive Assistant and then Deputy Corporate Secretary from 2008 until March 2023. She is also a Director of Euris
group companies.
■ Main executive position
Director of various Euris group companies.
■ Other current directorships and positions
Within Casino Group/Euris
● Permanent representative of Par‑Bel 2 on the Board of Directors of Carpinienne de Participations and Finatis (listed
companies);
● Permanent representative of Finatis on the Board of Directors of Foncière Euris and Rallye (listed companies);
● Member of the Audit Committee of Finatis, Foncière Euris and Rallye (listed companies).
■ Directorships and positions held in the past five years (now ended)
● Permanent representative of Matignon Diderot on the Board of Directors of Finatis (listed company) – 2023;
● Director, Treasurer and Secretary of Euristates Inc (United States) – 2023;
● Permanent representative of Matignon Diderot on the Board of Directors of Foncière Euris (listed company) – 2023;
● Deputy Secretary of Euris – 2023;
● Member of the Supervisory Boards of Centrum Development (Luxembourg) – 2022, Centrum Krakow (Luxembourg) –
2022, Centrum Poznan (Luxembourg) – 2021, Centrum Warta (Luxembourg) – 2021, Centrum Baltica (Luxembourg)
– 2021 and Centrum Weiterstadt (Luxembourg) – 2019;
● Permanent representative of Saris on the Board of Directors of Carpinienne de Participations (listed company) – 2021;
● Director, Treasurer and Secretary of Euris Real Estate Corporation (EREC) (United States) – 2020;
● Director of Euris Limited (United Kingdom) – 2020;
● Co‑Legal Manager of Delano Participations – 2020;
● Director, Treasurer and Secretary of Parande Brooklyn Corp. (United States) – 2019 and Euris North America Corporation
(ENAC) (United States) – 2019.
443
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Foncière Euris
Director
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 office
29 April 2010
AGM to be held in 2026
■ 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.
444
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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 was reappointed
Chief Executive Officer of Rallye on 12 June 2023. 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);
Chief Executive Officer of Rallye (listed company).
■ Other current directorships and positions
Within Casino Group/Euris
● Permanent representative of Foncière Euris on the Board of Directors of Rallye (listed company);
● Representative of Foncière Euris, Chairman of Marigny Foncière and Mat‑Bel 2;
● Chairman of Par‑Bel 2;
● Representative of Marigny Foncière and Legal Manager of SCI Pont de Grenelle and SNC Centre Commercial Porte
de Châtillon;
● Representative of Rallye, Chairman of Parande;
● Chairman of the Management Board of Centrum Serenada and Centrum Krokus (Poland).
■ Directorships and positions held in the past five years (now ended)
● Representative of Marigny Foncière, liquidator of SCI Ruban Bleu Saint‑Nazaire – 2023;
● 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;
● Chairman of the Board of Directors of Miramont Finance et Distribution – 2020;
● Permanent representative of L’Habitation Moderne de Boulogne on the Board of Directors of La Bruyère – 2019.
445
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
Par-Bel 2
Director
Simplified joint stock company (société par actions simplifiée) with share capital of €40,000
Registered headquarters: 103, rue La Boétie – 75008 Paris, France
493 174 411 Trade and Companies Registry Paris
Number of Casino shares held: 0
■ Directorships and other positions held within Casino, Guichard-Perrachon
Position/Duties
Director
Date of appointment
End of term of office
5 December 2023(1)
AGM to be held in 2025
(1) Appointed to replace Matignon Diderot, which was absorbed by way of a universal transfer of assets and liabilities on 27 November 2023.
■ Other current directorships and positions
Within Casino Group/Euris
● Director of Carpinienne de Participations and Finatis (listed companies).
■ Directorships and positions held in the past five years (now ended)
● Director of Finatis (listed company) – 2022.
446
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Hervé Delannoy
Permanent representative of Par-Bel 2 since 5 December 2023
First elected 13 June 2023
Born: 10 October 1960
Nationality: French
Business address: 103, rue La Boétie – 75008 Paris, France
Number of Casino shares held: 100
■ Profile
Hervé Delannoy holds a DEA in Private Law, an MBA from ESCP and an LLM from the University of London. After several
years in consultancy firms, he joined La Redoute in 1991 and became head of legal affairs for the Redcats holding
company in 1997 (PPR group, now Kering). In 2000, he became head of the legal and tax department of the Pimkie
Orsay group (Mulliez family). In 2004, he joined the Euris group as Deputy Director of Legal Affairs, and in 2007 became
General Counsel of Rallye. Since December 2016, he has also been advisor in charge of Casino’s legal affairs within Casino
Services. Hervé Delannoy is a former Chairman of the Association Française des Juristes d’Entreprise (AFJE) and of the
Conseil National du Droit (CND).
■ Main executive positions
General Counsel of Rallye (listed company);
Advisor in charge of Legal Affairs of Casino Services.
■ Other current directorships and positions
Within Casino Group/Euris
● Chairman and Chief Executive Officer of Finatis and Carpinienne de Participations (listed companies);
● Chairman of Les Magasins Jean;
● Legal Manager of SCI de Kergorju.
Outside Casino Group/Euris
● Director of the Association Française des Juristes d'Entreprise (AFJE);
● Rapporteur for the Association Française d'Étude de la Concurrence (AFEC).
■ Directorships and positions held in the past five years (now ended)
● Legal Manager of SCI des Perrières – 2022;
● Liquidator of SCI des Sables – 2022.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
5.4.2. neW Corporate oFFICerS to Be appoInteD FoLLoWInG
CoMpLetIon oF tHe FInanCIaL reStrUCtUrInG
Changes in governance
In accordance with the Company's Accelerated Safeguard
Plan approved by the Paris Commercial Court on 26
February 2024, the Company’s governance will be adapted
as from the completion date of its financial restructuring
and the change of control of the Group to France Retail
Holdings S.à r.l. (an entity ultimately controlled by Daniel
Křetínský), scheduled to take place by the end of March
2024 (the “Completion Date”), in order to, among other
things, reflect the new shareholder structure.
In accordance with the Accelerated Safeguard Plan, the
Board of Directors will meet on the Completion Date to
appoint Philippe Palazzi as a Director and will simultaneously
appoint him as Chief Executive Officer of the Company to
replace Jean-Charles Naouri.
In agreement with the members of the Board of Directors,
it has also been agreed that, on the Completion Date:
(i) Jean-Charles Naouri will resign from all his duties with
immediate effect;
(ii) Laurent Pietraszewski will be appointed as a Director
and appointed Chairman of the Company’s Board of
Directors;
(iii) Maud Bailly, Béatrice Dumurgier, Christiane Féral-Schuhl,
Thierry Billot and Frédéric Saint-Geours, as well as
Josseline de Clausade (representing Carpinienne de
Participations), Virginie Grin (representing Finatis),
Odile Muracciole (representing Euris), Franck Hattab
(representing Foncière Euris) and Hervé Delannoy
(representing Par‑Bel 2) will also resign as Directors
with immediate effect;
(iv) Nathalie Andrieux will remain a Director;
(v) Elisabeth Sandager, Athina Onassis, Pascal Clouzard and
Branislav Miškovič will be appointed as Directors; and
(vi) Thomas Piquemal, Thomas Doerane and Martin Plavec
will be appointed as Non-Voting Directors.
In accordance with the Company’s Articles of Association,
shareholders will be invited at the next Annual General
Meeting to ratify these appointments, which will be made
on a provisional basis.
Governance structure – Separation of
functions
Following the appointments to be made on the Completion
Date, the functions of Chairman of the Board of Directors
and Chief Executive Officer are to be separated. Laurent
Pietraszewski will be appointed Chairman of the Company’s
Board of Directors and Philippe Palazzi will be appointed
Chief Executive Officer of the Company.
Composition, independence and expertise
The Board of Directors reflecting the Company’s new shareholder structure will be composed as follows:
Age*/
Gender Nationality
No. of shares
(if applicable)
No. of directorships
of listed
companies(1)
Independent
member
Start of term
of office
Executive corporate officer
Philippe Palazzi
Chief Executive Officer and
Director
Directors
Pascal Clouzard
Branislav Miškovič
Laurent Pietraszewski
Elisabeth Sandager
Athina Onassis
Nathalie Andrieux
Non-Voting Directors
Thomas Doerane
Thomas Piquemal
Martin Plavec
52/M
60/M
38/M
57/M
64/W
39/W
58/W
37/M
54/M
35/M
–
–
–
–
–
–
865
–
2,500
–
–
–
–
–
–
–
–
–
–
–
2024
2024
2024
2024
2024
2024
2015
2024
2024
2024
(1) Excluding Casino/Euris (Euris and its subsidiaries, and Casino, Guichard-Perrachon and its subsidiaries).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
It will include three Non-Voting Directors, in accordance
with the agreements between the shareholders of France
Retail Holding S.à r.l.
The profiles and information on the offices held by these
Directors and Non-Voting Directors are provided below.
In addition, in accordance with Article 14 II of the Articles of
Association and the provisions of Article L. 225‑27‑1 of the
French Commercial Code (Code de commerce), a Director
representing employees must be appointed by the most
representative trade union organisation.
The Appointments and Compensation Committee, meeting
on 26 February 2024, and the Board of Directors, meeting
on 27 February 2024, took note of the composition of the
Board of Directors proposed by the Consortium and of the
independence analysis of each of the members on the
basis of Afep-Medef criteria as specified on page 423 of
this Universal Registration Document, which is based on
the questionnaires received from the proposed members
of the Board of Directors and an analysis carried out by the
Company's legal counsel.
Based on the questionnaires, Philippe Palazzi and Branislav
Miškovič would be considered non‑independent, insofar as:
(i) Philippe Palazzi will be a corporate officer of the
Company (he will be appointed Chief Executive Officer on
the Completion Date); and
(ii) Branislav Miškovič is Investment Director at EP Equity
Investment, a Luxembourg company controlled by Daniel
Křetínský.
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 Completion Date:
Directors
Nathalie Andrieux
Pascal Clouzard
Branislav Miškovič
Philippe Palazzi
yes
yes
yes
no
Laurent Pietraszewski yes
Elisabeth Sandager
Athina Onassis
yes
yes
Criterion
1
Criterion
2
Criterion
3
Criterion
4
Criterion
5
Criterion
6
Criterion
7
Criterion
8
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
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
yes
no
yes
yes
yes
yes
Qualification
Independent
Independent
Not independent
Not independent
Independent
Independent
Independent
The Board will have seven Directors, including five independent members (i.e., an independence rate of 71.4%). The
proportion of women on the Board will be 42.9% (3 out of 7 members).
The Board’s skills matrix is presented in below:
Commerce
Retail
Digital
Technology
Media
Finance
Real estate
Asset
management
Social
Responsibility
International
experience
Law
Executive
management
experience
Nathalie Andrieux(1)
Pascal Clouzard(1)
Branislav Miškovič
Philippe Palazzi
Laurent Pietraszewski(1)
Elisabeth Sandager(1)
Athina Onassis(1)
(1) Independent member.
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
The new Board of Directors will be asked to decide on the structure and composition of its Committees.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
New Directors whose provisional appointments will be subject to approval by the
Annual General Meeting
Philippe Palazzi
Director and Chief Executive Officer
Born: 9 June 1971
Nationality: French
Business address: Correlation Partners –
Rue de la Carrière de Bachasson – Artecparc de Bachasson Bt D – 13590 Meyreuil
Number of Casino shares held: 0
■ Profile
Philippe Palazzi holds an Executive MBA from HEC Paris and trained at the London Business School. He is the founder (May
2022) and Chairman of the strategy and management consultancy Correlation Partners. Since March 2023, he has been a
non‑executive director of Unifrutti Investment Limited. Philippe Palazzi joined the Lactalis Group in 2020, the world leader
in dairy products, as Chairman of the Executive Board until April 2022. Prior to that, he worked for more than 25 years for
the Metro group (a German distribution group), the world leader in food wholesaling. His last position was Group Chief
Operating Officer and member of the Group Executive Committee (Vorstand) at the Düsseldorf headquarters. Philippe
Palazzi began his career in 1994 at Metro France, where he held various operational positions in sales and purchasing in
the fresh produce sector until 2001. He then embarked on an international career spanning more than 15 years, which
took him to Greece, Hungary and Italy, where he became Managing Director of Metro Italia before joining the group’s
global headquarters in 2015, where he held a number of strategic positions, including Chairman of Metro France from
January 2016 to April 2020 and Chairman of Pro à Pro from February 2017 to April 2020.
■ Main executive position
Company director
■ Other current directorships and positions
Outside Casino Group/Euris
● Non‑executive director of Unifrutti Investment Limited;
● Chairman of Correlation Partners.
■ Directorships and positions held in the past five years (now ended)
● Chairman of the Executive Board of the Lactalis group – 2022;
● Chairman of Metro France – 2020;
● Chairmain of Pro à Pro – 2020.
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Laurent Pietraszewski
Independent Director
Born: 19 November 1966
Nationality: French
Business address: 27, rue Sadi Carnot – 59280 Armentières – France
Number of Casino shares held: 0
■ Profile
Laurent Pietraszewski holds a diploma of advanced studies (DEA) in industrial economics and human resources from the
University of Lille I and a certificate from Sciences Po Paris in social systems, human resources management and change
management. He has a thorough understanding of the challenges of the retail world, to which he has devoted 25 years
of his professional life in operational management working alongside teams and customers and in central services to
support companies’ transformation. Until 2017, he was in charge of Auchan France’s Talents policy: recruitment, career
management and performance appraisal, working closely with the company’s senior management. Laurent Pietraszewski
is well-versed on social issues, retirement, the employment of older people and workplace health and safety, and as a
Member of Parliament and then Secretary of State (2017‑2022), he has faced the strategic challenges of public policy
and conducting high‑level negotiations. From 19 May 2020 to 6 July 2020, he was Secretary of State to the Minister for
Solidarity and Health, tasked with pensions, and to the Minister for Labour, responsible for the protection of employees’
health during the Covid‑19 pandemic. From 26 July 2020 until 20 May 2022, he was Secretary of State to the Minister
for Labour, Employment and Integration, responsible for pensions and workplace health and safety. Laurent Pietraszewski
is the founder of Grenel, a strategy and management consultancy specialising in social protection, employment of senior
citizens, quality of life at work, human resource management and employee health. He is also a lecturer at Sciences Po
Lille and the HR Masters’ at IAE Lille, and a member of the CRAPS think tank (Cercle de Recherche et d'Analyse sur la
Protection Sociale).
■ Main executive position
● Chairman of Grenel Stratégie et Management
■ Other current directorships and positions
Outside Casino Group/Euris
● Chairman of Actions Citoyens et Territoires.
■ Directorships and positions held in the past five years (now ended)
None.
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Pascal Clouzard
Independent Director
Born: 15 April 1963
Nationality: French
Business address: 6, place du Docteur Berthet – 78170 La Celle‑Saint‑Cloud – France
Number of Casino shares held: 0
■ Profile
Pascal Clouzard graduated from the École nationale supérieure de techniques avancées in 1986 (ENSTA Paris – Institut
Polytechnique) and from HEC Entrepreneurs in 1987. He began his career as a consultant with Eurosept and AT Kearney,
Spain and Portugal, from 1991 to 1999. He then joined the Carrefour group as International Purchasing Director from
1999 to 2006, before being appointed Hypermarkets, Purchasing and Marketing Director for Spain from 2006 to 2011.
He was then appointed Chief Executive Officer of Carrefour Spain from 2011 to 2017 and then Chief Executive Officer of
Carrefour France from 2017 to 2020, as a member of the group's Executive Committee. He remained with the Carrefour
group for 21 years. Pascal Clouzard continues to act as senior advisor to the AT Kearney group.
■ Main executive positions
● Senior advisor (AT Kearney)
● Director of various companies
■ Other current directorships and positions
Outside Casino Group/Euris
● Director of Everli, La Fourche, Tom & Co and Uvesco;
● Co-founder of Techforretail.
■ Directorships and positions held in the past five years (now ended)
● Independent member of the Supervisory Board of Cofigeo – 2023;
● Chief Executive Officer of Carrefour France – 2020.
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Branislav Miškovič
Born: 9 August 1985
Nationality: Slovak
Business address: Parížská 26, Prague – Czech Republic
Number of Casino shares held: 0
■ Profile
Branislav Miškovič is a graduate of the University of Economics in Prague and holds a CEMS degree in International
Management jointly from Copenhagen Business School and the University of Economics in Prague. Before joining the
EP group, he worked for three years at JP Morgan in London and completed several internships at Google. In 2013 he
joined Energetický a prumyslový holding and subsequently held several positions in mergers and acquisitions within
EP Corporate Group, focusing on investments in the retail, e-commerce, media, energy and logistics segments. As part
of his role, Branislav Miškovič sits on a number of boards of EP Equity Investment Group subsidiaries, particularly in the
e-commerce, retail and media sectors.
■ Main executive position
● Investment Director at EP Equity Investment (Luxembourg)
■ Other current directorships and positions
Outside Casino Group/Euris
● Member of the Board of Directors of Editis Holding;
● Member of the Board of Directors of CE Electronics Holding, Czech Media Invest, EP Energy Transition and Heureka
Group (Czech Republic);
● Member of the Supervisory Board of CMI France;
● Member of the Endowment Fund for an Independent Press (Fonds de dotation pour une presse indépendante).
■ Directorships and positions held in the past five years (now ended)
● Investment Associate at Czech Media Invest (Czech Republic) – 2023 and EP Logistics International (Czech
Republic) – 2022;
● Chief Financial Officer at EP Resources (Switzerland) – 2020.
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Elisabeth Sandager (Jeppesen)
Independent Director
Born: 16 June 1959
Nationality: Danish
Business address: 4, avenue Saint‑Honoré d'Eylau – 75116 Paris – France
Number of Casino shares held: 0
■ Profile
A graduate in international business, Elisabeth Sandager joined the L'Oréal group in 1981, where she held marketing
responsibilities for Lancôme France and then Lancôme International. From 1985 to 1988, she founded and developed
her company, Scan Royal. In 1988, she joined Revlon, becoming Vice‑President Marketing Europe, Africa and Middle
East in 1992. From 1996 to 2002, she was Managing Director of Bang & Olufsen France, responsible for international
communications. She was Chair and CEO of Kookaï from 2002 to 2003. Between 2004 and 2006, she worked as
a consultant on a number of corporate development projects. Then, from 2007 to 2022, Elisabeth Sandager was
International Managing Director of the Helena Rubinstein and Carita brands within L'Oréal's Luxury division. Since 2023,
she has been a senior advisor, Board of Director member and business angel.
■ Main executive position
● Senior advisor, board member and business angel
■ Other current directorships and positions
Outside Casino Group/Euris
● Member of the Board of Directors of the Force Femmes Association;
● President of Elisabeth Sandager Consulting;
● Consulting assignment for Lov Group.
■ Directorships and positions held in the past five years (now ended)
● International Managing Director of the Helena Rubinstein and Carita Brands of L'Oréal – 2022.
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Athina Onassis
Independent Director
Born: 29 January 1985
Nationality: French
Business address: S/A Parklaan 64B, 5613 BH Endhoven, Netherlands
Number of Casino shares held: 0
■ Profile
Athina Onassis is an investor. In addition, she is a professional athlete who has been competing in show jumping for over
20 years. She has competed at the highest levels in the world's most prestigious competitions. In 2007, Athina Onassis
founded the Athina Onassis Horse Show, an annual international show jumping event (since 2007, held in Brazil and
since 2014, in Saint‑Tropez, France) featuring the world's best show jumpers. She has also been running professional
stables in Valkenswaard, the Netherlands, since 2010. Athina Onassis has lived in Switzerland, Brazil and the United
States and currently lives in Belgium. Her mother tongue is French, she is fluent in English and Portuguese and has a
good command of Swedish.
■ Main executive position
● Investor
■ Other current directorships and positions
Outside Casino Group/Euris
None.
■ Directorships and positions held in the past five years (now ended)
None.
Nathalie Andrieux
Information on Nathalie Andrieux, an Independent Director, whose reappointment will be proposed to the 2024
Annual General Meeting, appears on pages 423 and 424 of section 5.2.5 and page 432 of section 5.4.1 of this Universal
Registration Document.
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Non-Voting Directors whose appointments are subject to approval at the Annual
General Meeting
Thomas Doerane
Non-Voting Director
Born: 14 April 1986
Business address: 7 Seymour Street – London W1H 7JW – UK
Nationality: Belgian
Number of Casino shares held: 0
■ Profile
Thomas Doerane is a graduate of the Solvay Brussels School of Economics and Management. He began his career in
2011 as a strategy consultant at Bain & Company, before moving into finance and investment with roles at Bain Capital
Credit in 2014 and Oak Hill Advisors in 2017. Since 2022, he has been an investment analyst at Attestor, a London‑based
investment fund.
■ Main executive position
● Investment analyst at Attestor Limited
■ Other current directorships and positions
Outside Casino Group/Euris
None.
■ Directorships and positions held in the past five years (now ended)
None.
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Thomas Piquemal
Non-Voting Director
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, after leaving EDF, 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 F. Marc de Lacharrière (Fimalac)
■ Other current directorships and positions
Outside Casino Group/Euris
● Legal Manager of Financière de l'Adret, Theo and Grand Termanal 32 Le Rêve;
● Director and member of the Executive Committee of Fimalac;
● Director of Fimalac Entertainment, Wetix Agency and Webedia;
● Director of Fimalac Développement and Translac SA (Luxembourg);
● Director of Translac LLC (United States);
● Director of North Colonnade Limited (UK).
■ Directorships and positions held in the past five years (now ended)
● Permanent representative of FHC on the Board of Directors of Groupe Lucien Barrière – 2023;
● Permanent representative of Fimalac on the Board of Directors of Casino, Guichard‑Perrachon – 2023;
● Director of Société Fermière du Casino Municipal de Cannes (SFCMC) – 2023.
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Martin Plavec
Non-Voting Director
Born: 21 December 1988
Nationality: Czech
Business address: Pařížská 26, Prague – Czech Republic
Number of Casino shares held: 0
■ Profile
Martin Plavec is a graduate of the University of Economics in Prague, Charles University (law) and the London School of
Economics and Political Science. In 2017 he joined Energetický a průmyslový holding and subsequently held several
positions in mergers and acquisitions within EP Corporate Group, focusing on investments in the retail, media and
logistics segments. He was Chief Financial Officer at EP Resources between 2019 and 2020 and became a non‑executive
Director of the DODO group in 2022. In April 2023, he was appointed to the Supervisory Board of PostNL.
■ Main executive position
● Investment Manager at EP Equity Investment (Luxembourg)
■ Other current directorships and positions
Outside Casino Group/Euris
● Member of the Supervisory Board of PostNL (Netherlands);
● Member of the Board of Directors of the DODO group (Czech Republic).
■ Directorships and positions held in the past five years (now ended)
● Investment Associate at Czech Media Invest (Czech Republic) – 2023;
● Investment Associate at EP Logistics International (Czech Republic) – 2022;
● Chief Financial Officer at EP Resources (Switzerland) – 2020;
● Financial Analyst at Energetický a průmyslový holding (Czech Republic) – 2018.
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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 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 business validly.
Decisions are made by majority vote of the members
present in person or represented. In the event of a tie vote,
the Chair of the meeting casts the deciding vote.
The Chair of the Board of Directors organises and chairs
Board meetings and reports to shareholders on the
Board’s work at the Annual 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 practices and procedures of the Board of Directors
are assessed annually, as described in section 5.5.5 below.
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 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 can be found on the
Company’s website at: https://www.groupe-casino.fr/en/
group/governance/board-of-directors/
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 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
were last amended on 18 December 2023 with regard
to restrictions on the powers of Management.
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 Chair 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.
In accordance with the Board’s Internal Rules, 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.
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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. 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,
financial or legal concepts to round out their knowledge
or reinforce their skills. The annual reviews of the Board’s
practices and procedures are also an opportunity to obtain
feedback from Directors, confirm expectations and to ask
them if they have any needs.
Training programme on energy
and climate issues launched in 2023
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 Management on energy and climate
issues. The first session was held in 2022 for members of
the Governance and Social Responsibility Committee and
led by a specialised external service provider.
The second session, prepared in consultation with the Chair
of the Governance and Social Responsibility Committee and
the Lead Director, was offered to all Board members and
took place over the course of a morning in October 2023.
This session specifically covered the commitments and
challenges for the retail sector, how to address these
challenges and how to finance Casino Group's transition
and carbon plan. Part of the time was dedicated to legal
topics, focusing on key regulatory developments and
the responsibilities of governing bodies with regards to
sustainability and climate issues, and led by a law firm.
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. The goal is to make it
easier for Board members to take up their duties and to
establish smooth and transparent communication with
the members of Management.
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, environmental, cultural and
sports-related aspects 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 Chair and Chief
Executive Officer are to be combined or split, appoints the
Chair 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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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 restrictions on the powers of
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:
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.
Governance:
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 assignments in
connection with safeguard procedures
at the level of the parent companies
(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.
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.
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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”).
Governance arrangements in connection
with the financial restructuring
Similarly, the task entrusted in 2023 to an Ad Hoc
Committee made up of a majority of Independent Directors
(see section 5.5.6. “Specific governance framework for the Ad
Hoc Committee formed within the Board of Directors as part
of the financial restructuring”) is also an illustration of this.
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.
Under the terms of the Charters, as part of their work, the
Board and each Committee may organise meetings with
the executives 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 2023”).
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 2023”).
For several years, the collaborative work conducted by the
Governance and Social Responsibility Committee with the
Board’s other Committees on CSR issues has been facilitated
by the Committees’ membership structures.
In particular, as of 27 February 2024, 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
Governance and Social Responsibility Committee, an
Independent Director, is a member of the Appointments
and Compensation Committee (as in 2022), and has been a
member of the Audit Committee since 20 September 2023.
The Chair of the Audit Committee, and the Independent
Lead Director, is a member of the Governance and Social
Responsibility Committee and may attend meetings of
the Appointments and Compensation Committee if he
so wishes (as in 2022).
Since 25 October 2023, the three members of the Audit
Committee have been members of the Governance and
Social Responsibility Committee. In this capacity, they
conducted a joint review of the CSR reporting processes,
which they presented to the Governance and Social
Responsibility Committee in the second half of 2023, and of
the 2023 Non‑Financial Statement, which they presented
at their meeting in February 2024.
462
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
5.5.2. WorK oF tHe BoarD oF DIreCtorS In 2023
Average attendance rate
Cams gouvernance
Taux présence conseils
1 executive session
19 Board meetings in 2023
91%
Meeting of Independent Directors
chaired by the Lead Director
In 2023, the Board of Directors met 19 times (versus 13
times in 2022). The average attendance rate was 91%,
versus 94% in 2022. The meetings lasted an average of
around two hours.
An on‑site meeting was held at Franprix in January 2023,
during which the Management Committee of this banner
discussed with the Board’s members the progress made
in implementing its strategy.
Following the 2022 financial year, which was marked
by high inflation and a downturn for hypermarkets and
supermarkets, in 2023, the Board continued to monitor
business developments, operational improvements,
corrective action plans and cash flow, and as a result,
accelerated its asset disposal plan against a persistently
inflationary economic backdrop. The Board of Directors
considered strategic options, possible partnerships and
the entry of new investors as part of the conciliation
procedure initiated on 26 May 2023 for the benefit of the
Company and certain of its subsidiaries. The purpose of the
procedure was to enable discussions with financial creditors
on certain projects within a legally secure framework, in
particular with, on the one hand, the TERACT group and
the Groupement Les Mousquetaires, and, on the other,
with EP Global Commerce a.s regarding its proposal of a
conditional share capital increase. (EP Global Commerce a.s
is controlled by Daniel Křetínský, affiliated to VESA Equity
Investment S.à r.l., the latter being a shareholder of Casino
(hereinafter "EPGC")). The EPGC proposal led to the signing
of an agreement in principle on a restructuring plan entered
into on 27 July 2023 between the Company, the Consortium
(consisting of EPGC, Fimalac and Attestor), and certain other
creditors under the aegis of the Interministerial Committee
for Industrial Restructuring (Comité Interministériel de
Restructuration Industrielle – CIRI), and then, on 5 October
2023, to the signing of a Lock‑Up Agreement relating to
the financial restructuring of the Group.
The second quarter and second half of 2023 were therefore
devoted to seeking an agreement on a robust financial
restructuring plan in Casino's corporate interest, monitoring
liquidity requirements and progress of the business plan, and
lastly to implementing the Lock‑Up Agreement to ensure
the successful completion of the financial restructuring
during the first quarter of 2024.
The Board relied on the work of the Audit Committee and
the Ad Hoc Committee that was formed on 21 April 2023,
mainly comprising Independent Directors and members
of the Audit Committee.
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.
463
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT
CHAPTER 5 > Corporate GovernanCe report
Approval of financial statements –
Financial position – Risks
The Board of Directors reviewed and approved the financial
statements for the year ended 31 December 2022 (annual
and consolidated) and the interim financial statements for
2023 (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, it reviewed updates on the Group's
business and its financial position, and heard the opinions of
the Audit Committee and the Statutory Auditors. The Board
discussed and approved the Group’s draft press releases.
Updates on the Group’s financial position (debt, financing
and liquidity), and progress reports on the deleveraging
plan were presented to the Board on a regular basis.
Forecasts on cash flow generation and debt headroom
levels were monitored on a near-monthly basis and
reviewed in advance by the Audit Committee and/or the
Ad Hoc Committee, which also referred to expert reports.
The Chief Financial Officer briefed the Board on changes
in the Company’s financial ratings and share price, along
with information on sentiment observed among credit
insurers, investors, creditors and financial analysts.
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 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 detailed reports
from its Specialised Committees on the status of the main
legal proceedings or investigations involving the Group.
Strategy – Financial restructuring
During the first quarter of 2023, the Board of Directors
reviewed and approved the strategic objectives of the rolling
three-year business plan, taking into account social and
environmental goals, as well as the 2023 budget, which
it closely monitored. It received regular updates on the
performance of the banners' businesses and quarterly
forecasts for France, in particular for Hypermarkets
and Supermarkets, on the results of cost-saving and
cost-efficiency plans, and generation of cash flow. The
main assumptions used in the budget process and their
updates were analysed. The Board relied on the work of its
Committees and expert reports when assessing liquidity
forecasts and the business plan, along with updates to
this information.
On 9 March 2023, the Board approved the Company’s
entry into exclusive negotiations with the TERACT group,
and initially entrusted the oversight of this project to an
expanded version of the Audit Committee acting as an Ad
Hoc Committee. It also approved the start of discussions
with Intermarché.
Following receipt of the conditional proposal for a capital
increase from EPGC, the Board entrusted an Ad Hoc
Committee, comprising independent members and
members of the Audit Committee, with reviewing the
TERACT and Intermarché projects, EPGC's conditional
proposal, the option opening conciliation proceedings
and their monitoring, and assessing the Group's various
options in this context.
The Board authorised Management to request the opening
of a conciliation procedure for the benefit of the Company,
given the need to involve the Group's financial partners
in the aforementioned discussions. It also authorised the
pending agreement with Intermarché under the aegis of
the conciliators (memorandum of understanding signed
on 26 May 2023 with the Groupement Les Mousquetaires).
In light of the cash flow requirements identified, the Board
authorised the signing, in the presence of the conciliators,
of a memorandum of understanding outlining the terms
of the suspension and deferral of payment of the Group's
tax and social security liabilities, totalling €300 million,
until completion of the financial restructuring.
The Board analysed the Consortium’s revised binding
offer received on 15 July 2023, in light of the criteria for
assessing offers published on 28 June and 12 July 2023,
which were based on work carried out by its Ad Hoc
Committee, independent financial and legal advisors and
Company advisors.
(1) French law No. 2016-169 of 9 December 2016 concerning transparency, anti-corruption measures and the modernisation of the
economy.
464
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
On the unanimous recommendation of the Ad Hoc
Committee, the Board reviewed and approved (i) the
signature of the agreement in principle on the restructuring
of the Group’s debt on 27 July 2023, followed by (ii)
the signature of the Lock‑Up Agreement relating to this
restructuring on 5 October 2023. The Board then approved
the requests for accelerated safeguard proceedings and on
2 October 2023, on a voluntary basis in accordance with
article 261‑3 of the AMF's General Regulations, appointed
Sorgem Evaluation as an independent expert, tasked
with assessing the fairness of the financial terms of the
restructuring plan for the Company's current shareholders.
It reviewed Sorgem Evaluation’s report and the findings
of Ledouble, the firm appointed by the court (juge-
commissaire) as an independent financial expert, and
approved the Board of Directors' report on the draft
resolutions appended to the Company's Accelerated
Safeguard Plan, approved by the shareholder class at the
meeting of classes of affected parties on 11 January 2024.
The Board unanimously approved the sale of the entire
stake in Assaí, as part of the drive to strengthen the Group's
liquidity. It authorised the signing of an agreement with
the Calleja group for the sale of Casino's entire stake in
Almacenes Éxito SA.
It also reviewed and unanimously approved Casino’s
acquisition of its Brazilian subsidiary GPA’s stake in Cnova,
and the implementation of GPA’s proposed capital increase.
The Board reviewed the purchase offers received from
several retail sector players relating to different hypermarket
(HM) and supermarket (SM) outlets and authorised the
entry into exclusive negotiations with Groupement Les
Mousquetaires and Auchan Retail with a view to Casino
Group selling almost all of its HM and SM outlets.
As part of its strategic review, and based on the Franprix
Business Unit’s presentation and the Governance and Social
Responsibility Committee’s activity reports, the Board set
out 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 use of artificial intelligence at Cdiscount and Monoprix
was presented to the Board by the Chief Executive Officer
of Cdiscount and the Chair of Monoprix, respectively.
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).
Governance – CSR
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 reappointments of Directors at the Annual
General Meeting of 10 May 2023. It will endeavour to
implement all of the recommendations.
The Board of Directors read the activity report of the Lead
Director as well as the summary of the 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). The Lead Director presented the Board his report
on the main topics addressed in his discussions with
shareholders during the first quarter of 2023.
The Board also reviewed the Board of Directors’ Corporate
Governance Report included in the 2022 Universal
Registration Document.
It also discussed the composition of committees and the
formation, composition, missions and operations of the Ad
Hoc Committee, on the recommendation of the Governance
and Social Responsibility Committee.
It heard the Committee's opinion on the possible conflicts
of interest that could arise for some of the Company's
Directors in light of the Board's review of the transactions
proposed by TERACT and ITM and by EPGC and Fimalac;
and on the conciliation procedure.
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. In 2023, it also reviewed and
assessed the extent to which related-party agreements
were aligned with the Company's corporate interest (see
section 5.5.5. “Prior review of agreements between related
parties by the Audit Committee”).
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 of 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 process and the report on the implementation
of the duty of care plan prepared by Management in 2022
and incorporated in the 2022 management report, all of
which were included in the 2022 Universal Registration
Document.
465
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
The Board therefore reviewed the results of the CSR policy in
2022 compared to objectives and performance indicators,
and the initiatives planned for 2023, including initiatives
and commitments to reduce the Group’s environmental
impact and combat climate change. It was briefed on the
Group’s 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.
The Governance and Social Responsibility Committee also
gave its opinion on the CSR indicators used to calculate
the variable compensation of executives, and suggested
that new indicators be considered, in particular relating
to plastics and net sales of the responsible product range.
At the Committee's request, the results of the living wage
surveys were included in the Non-Financial Statement. This
Committee also reported to the Board on the duty of care
plan and the ongoing roll-out of the Group’s anti-corruption
system and GDPR compliance programme.
The Board also heard the Governance and Social
Responsibility Committee's opinion on the Group’s key
initiatives in 2023 under the gender equality policy. It
encouraged a further increase in the proportion of women
in executive management positions by pursuing the
existing programmes and by implementing additional
measures.
The members of the Board of Directors attended a training
session on energy and climate issues (see page 460).
Compensation – Development of human
capital
Th e B o a r d o f D i r e c t o r s a p p r ove d t h e a m o u n t o f
the Chairman and Chief Executive Officer’s variable
compensation for 2022 based on the purely quantitative
criteria set in February 2022, as well as the amount of his
2020‑2022 LTI bonus, again based on purely quantitative
criteria as set in 2020.
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 2023 to be put to the shareholders
in the say-on-pay vote at the Annual General Meeting on
10 May 2023 (the fixed and short‑term compensation
and the long‑term incentive bonus – 2023 LTI bonus). The
targets for reducing CO2 emissions have been aligned with
a 1.5 degree pathway. Under the 2023 annual variable
compensation policy, a target of 44.2% women managers
in France by 31 December 2022 (in line with the target of
45% by 2025) was set. Under the 2023 LTI plan, the Board
set a target of 40% women in senior management positions
in France (senior managers and executive managers) by
31 December 2025, in line with the Group's objective of
increasing the proportion of women in top management
by 2025.
The Board approved the terms and conditions of the
2023 compensation policy for the Directors, submitted
to shareholders for approval at the same Annual General
Meeting.
It also set up the 2023 free performance share plan
(2023‑2025 LTI bonus).
In December 2021, prior to the renewal of the Chairman
and Chief Executive Officer’s term of office in 2022, 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. This Committee reviews
the steps taken each year to update succession plans to
ensure Management continuity. The Board also heard the
Appointments and Compensation Committee’s opinion on
the human resources development initiatives undertaken in
2023 and their results, as well as on the specific initiatives to
be deployed in 2024 in order to accelerate 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 2023. It discussed the written
questions received from shareholders.
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.
466
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
5.5.3. WorK oF tHe BoarD oF DIreCtorS’ SpeCIaLISeD
CoMMItteeS In 2023
Audit Committee
Appointments and
Compensation Committee
Governance and
Social Responsibility
Ad Hoc Committee
Cams comités
Independence rate:
Cams comités
Independence rate:
Cams comités
Independence rate:
Cams comités
Independence rate:
2/3
2/3
2/3
3/4
4/5*
* Reduction from 5 to 4 members from 25 October 2023, with an independence rate of 3/4.
Attendance rate
Cams gouvernance
Taux présence comités
In 2023
97%
Audit
Committee
Appointments
and Compensation
Committee
Governance and
Social Responsibility
Committee
Ad Hoc
Committee
16 meetings 7 meetings
8 meetings 16 meetings
Audit Committee
Composition as of 27 February 2024(1)
Role
Independence
1st appointment/
last renewal
Number of
meetings
Attendance
rate
Thierry Billot, Lead Director
Nathalie Andrieux(2)
Frédéric Saint-Geours
INDEPENDENCE RATE
Chair
Member
Member
Member
10/05/2022
11/06/2021
20/09/2023
16
31/05/2006-10/05/2023
I
I
2/3
(1) Béatrice Dumurgier was a member of the Committee from 11 June 2021 until 25 October 2023.
(2) Nathalie Andrieux has been a member of the Committee since 20 September 2023.
100%
100%
100%
The proportion of Independent Directors on the Committee
hold or have held senior executive positions and therefore
complies with the two-thirds threshold recommended by
have the financial or accounting skills required by Article
the Afep-Medef Code. All members of the Audit Committee
L. 823‑19 of the French Commercial Code.
467
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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
minority shareholders. It informs 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).
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. Its appendix relating to the approval
of non-audit services is reviewed annually by the Audit
Committee and was last updated on 15 June 2022.
The Board of Directors’ Internal Rules also set out the
Committee’s responsibilities.
CHAPTER 5 > Corporate GovernanCe report
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.
■ 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.
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.
468
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
Work of the Audit Committee in 2023
The Audit Committee met 16 times in 2023 (versus 12
times in 2022).
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.
As in 2022, 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, mainly in France,
and to monitoring cash generation, the progress of the
deleveraging plan and the acceleration of the asset disposal
plan. In addition, in April 2023, and up until the Board of
Directors set up the Ad Hoc Committee (see section 5.5.6
“Rules of conduct – Conflicts of interest – Protection of
minority shareholders”), an expanded version of the Audit
Committee acted as an Ad Hoc Committee and met three
times (see below).
The attendance rate was 96% (94% in 2022). The meetings
lasted an average of 2 hours and 20 minutes.
As a general rule, the meetings were also attended by the
Chief Financial Officer, the Chief Operating 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, the Internal
Control Director, the Director of Group Internal Audit, the
General Secretary and the Secretary of the Board, who is
also the Secretary 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.
In May 2023, they were also invited to the meeting during
which Casino's business plan for France and Accuracy’s
report on cash flow forecasts to the end of December
were reviewed.
Depending on the agenda items, other members of top
management, including the Deputy Chief Financial Officer
in charge of performance and Group management control,
the Head of the Group’s Information Systems Security
department, the Deputy Administrative and Financial
Officer in charge of cost savings projects and sustainable
finance, the M&A Director, the Executive Director of
Merchandise and Chairman of Achats Marchandises Casino,
the Chief Executive Officer of Casino Banners, the Director
of International Coordination and members of GPA's
Executive Committee also attended Committee meetings.
During the first half of 2023, against a backdrop of high
inflation and uneven performance of the Group's banners in
France and marked by the downturn in hypermarkets and
supermarkets in 2022, the Audit Committee, prior to their
presentation to the Board, reviewed the Group's three-year
business plan, quarterly business trends in France and the
annual budget, as well as the Group's financial position,
covenants and liquidity, and the progress of the asset
disposal and deleveraging plan.
To accelerate debt reduction, the Group sold its stake in
Sendas Distribuidora SA (Assaí).
Progress reports on cost savings and action plans were
regularly presented to the Committee, as were the findings
of experts (Accuracy’s reports) and the various levers aimed
at preserving liquidity until the end of December 2023.
In April 2023, the expanded Audit Committee acting
as an Ad Hoc Committee met three times in order to
review (i) the proposed combination with TERACT, (ii)
the proposed agreement with Intermarché, and (iii) the
proposed plan to strengthen the Company’s equity and
reduce its debt corresponding to the proposal received
from Daniel Křetínský.
The Chair of the Audit Committee proposed that the
Independent Directors who were not members of the
Audit Committee be invited to the meetings of the Audit
Committee acting as an Ad Hoc Committee. He also
proposed that Thomas Piquemal be invited to the meetings,
who recused himself from deliberations relating to Daniel
Křetínský’s proposal as soon as Fimalac considered joining it.
The Board of Directors then set up an Ad Hoc Committee
on 21 April 2023 (see section 5.5.6 “Specific governance
framework for the Ad Hoc Committee formed within the
Board of Directors as part of the financial restructuring”).
During the second half of 2023, the Audit Committee
continued to monitor business trends in France and cash
flow forecasts. The Ad Hoc Committee examined the Éxito
disposal strategy and the offer letter received from the
Calleja group for the acquisition of Éxito's entire share
capital. The Committee also recommended that the Board
authorise Casino's acquisition of GPA's stake in Cnova.
469
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
During its review of the 2022 annual financial statements
and the 2023 interim financial statements, the Audit
Committee also verified the accounts closing process and
the consolidation of the accounts of the Group’s 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 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 (NFS)
(including Taxonomy disclosures), (ii) non-financial risks,
(iii) 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 2022. 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 2024, 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.
The Director of Group Information Systems Security
presented the annual update on action plans to prevent
cybercrime as well as the priorities for 2024. The Committee
ensured that all the action plans for 2023 had been
implemented, and reviewed the ongoing measures to
improve safety and their results.
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.
Between each half-yearly report, the Committee receives
470
an executive summary of each audit carried out in the
previous six months. The Committee approved the internal
audit programme for the first half of 2024.
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.
In 2023, 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 2023 and the related fees.
■ 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 first‑half 2023, the Committee reviewed
the management report on all routine agreements entered
into or implemented in 2022 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 2022 and that the terms
for implementing the agreement were unchanged, based
on the report of a financial expert. The Committee also
reviewed its renewal for three years as from 1 January
2023 under exactly the same terms and conditions. As
in 2020, it relied on the conclusions of an independent
expert report and legal opinions (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 2022, including
transactions outside the scope of the Committee’s prior
review procedure.
It also reviewed the status of existing related-party
agreements and three new related-party agreements in
2023, for which it recommended that the Board of Directors
grant prior authorisation and which are presented in the
Statutory Auditors' special report for the 2024 Annual
General Meeting.
The Chair of the Audit Committee reported to the Board
on all of the Committee’s analyses, work and opinions.
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
Appointments and Compensation Committee
Composition as of 27 February 2024
Role
Independence
1st appointment/last
renewal
Number of
meetings
Attendance
rate
Maud Bailly
Nathalie Andrieux
Chair
Member
Member
Frédéric Saint-Geours
Member(1)
INDEPENDENCE RATE
I
I
2/3
10/05/2022
11/06/2021
07/07/2015-
12/05/2021
26/07/2023
7
100%
100%
100%
(1) Replaced Thomas Piquemal who was a member of the Committee from 10 May 2022 until 19 May 2023.
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 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
periods. Two members of the Governance and Social
Responsibility Committee, including the Chair, are
members of the Appointments and Compensation
Committee.
Work of the Appointments and
Compensation Committee in 2023
The Appointments and Compensation Committee met
seven times in 2023 (versus eight times in 2022). The
attendance rate was 100% in 2023 (79% in 2022). Meetings
lasted an average of 1 hour and 20 minutes.
The Lead Director attended three meetings of the
Committee.
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 made recommendations to the Board on
the proposed re-elections of Directors and the composition
of the Board submitted to the Annual General Meeting of
10 May 2023.
The Committee members made recommendations on
changes in the membership structure of the Committees,
taking into account the opinions of the Committee Chairs.
The Appointments and Compensation Committee was
asked to set the 2022 variable compensation of the
Chairman and Chief Executive Officer based on the
achievements and objectives set in February 2022 and to
determine the components of his compensation for 2023.
On the basis of the analyses and recommendations of two
specialist firms, the Committee recommended maintaining
his fixed annual compensation, as well as the structure
of his annual variable compensation and the demanding
performance criteria selected to reflect the priority given
to advancing the CSR policy.
The Appointments and Compensation Committee shared
with the Governance and Social Responsibility Committee
its views and opinions on the setting of CSR criteria and
recommended a possible increase in the weighting of the
CSR criteria in short‑term variable compensation from 15%
to 20%, and the definition of a new internal performance
criterion aligned with the Group's CSR strategy.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
The Committee was also consulted concerning the
determination of the final amount of the 2020‑2022
long-term incentive bonus awarded to the Chairman and
Chief Executive Officer by the Board of Directors on 23
March 2020 and approved by the Annual General Meeting
of 7 June 2020, based on actual performance in relation
to the plan’s objectives. It made recommendations to the
Board about the Directors’ compensation policy for 2023
put forward for shareholder approval at the Annual General
Meeting of 10 May 2023.
It subsequently presented to the Board its recommendation
on the compensation of members of the Ad Hoc
Committee, which was set up on 21 April 2023, with a
view to submitting an amended compensation policy to
the Annual General Meeting.
It was 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 presented at the Annual General Meeting
of 10 May 2023 and the corresponding Board reports,
concerning the components of the Chairman and Chief
Executive Officer’s 2022 compensation, the compensation
policy applicable to him for 2023, the disclosures related
to his compensation including pay ratios, as well as the
2023 compensation policy for Directors. It also reviewed
the sections of the Board of Directors’ report on corporate
governance, included in the 2022 Universal Registration
Document relating to matters within its remit and to its
activity report.
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 2023.
The action levers for 2024 were discussed.
Prior to the renewal of the Chairman and Chief Executive
Officer’s term of office on 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 the continuity of
Management, including at the level of the listed subsidiaries
and parent companies. The arrangements are regularly
reviewed and were the subject of discussions between
the Chairman and Chief Executive Officer, the Chair of the
Appointments and Compensation Committee and the
Lead Director at the beginning of 2023.
Analyses of staff turnover and the workplace accident rate,
together with action plans to prevent occupational risks,
were presented to the Committee in the second half of
the year.
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 Management compensation
packages.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
Governance and Social Responsibility Committee
Composition as of 27 February 2024
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
Member
Member
Member
Member
10/05/2022
15/05/2018 – 12/05/2021
11/06/2021
8
15/05/2018 – 10/05/2023
07/07/2015 – 10/05/2023
I
I
I
3/4
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 Management
(see also Article 12.2.5 of the Board of Directors’ Internal
Rules in Chapter 8, section 8.3 of this Universal Registration
Document). It issues any recommendations it deems
appropriate.
Three members of the Governance and Social Responsibility
Committee are members of the Audit Committee, including
the Chair of the Audit Committee, and two members,
including the Chair of the Committee, are also members
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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
Work of the Governance and Social
Responsibility Committee in 2023
During 2023, the Governance and Social Responsibility
Committee met eight times (versus four times in 2022).
The attendance rate was 100% (versus 100% in 2022). The
meetings lasted an average of two hours and ten minutes.
The Committee’s work mainly focused on the following
matters:
■ Specific temporary assignment in connection with
the safeguard proceedings:
At a meeting in April 2023, the Committee received an
update on the findings and decisions that led Rallye and
its parent companies to make public their intention to
explore the feasibility and possible terms of an adjustment
to Rallye’s safeguard plan by February 2025.
In December 2023, an update on Rallye's ongoing
proceedings was presented to the Committee, in particular
relating to the steps taken by Rallye to ensure that it could
vote in favour of Casino's financial restructuring and thus
exercise its voting rights in line with its corporate interests.
The Committee wanted its temporary assignment to
continue in 2024 and to end at the latest once the
Company's financial restructuring was completed (see
section 5.5.6 "Specific governance framework for the
Governance and Social Responsibility Committee in
connection with parent company safeguard proceedings").
■ Governance responsibilities
In the first quarter of 2023, the Committee discussed the
findings of the report assessing the Board of Directors'
organisation and operations in 2022, which was conducted
by an external service provider (Bertrand Richard Conseil).
The report was reviewed at the executive session chaired
by the Lead Director, with a view to presenting a summary
and recommendations to the Board of Directors (see section
5.5.5 “Assessment of the Board of Directors’ practices and
procedures”).
The Lead Director presented a full report on his activities
to the Committee, and then to the Board, as well as an
account of his discussions with the main voting advisory
firms and investors.
The Committee requested that investors' expectations
regarding the performance criteria for the variable
compensation of the Chairman and Chief Executive Officer
be assessed by the Appointments and Compensation
Committee.
It reviewed the updates to be made to the Insider Trading
Policy.
It recommended that the Board approve the Board of
Directors’ Corporate Governance Report included in the
2022 Universal Registration Document.
At the beginning of April 2023, the Committee approved
the terms of the review of the TERACT project conducted
by the expanded Audit Committee acting as an Ad Hoc
Committee. It subsequently recommended to the Board of
Directors that a formal Ad Hoc Committee be set up in the
event of conciliation proceedings being initiated in order
to conduct discussions relating to the TERACT project in
particular with the Group's creditors within a structured
framework and under the aegis of conciliators.
Assisted by independent legal opinions, in May, the
Committee reviewed potential conflicts of interest that
may arise for some of Casino's Directors stemming from
the Board's work and discussions on the transactions
currently under consideration, namely that proposed by
TERACT and ITM on the one hand, and that proposed by
EPGC and Fimalac on the other; and on the conciliation
procedure for the benefit of Casino.
The Committee noted the fact that, given Fimalac's
willingness to consider participating in EPGC's proposed
share capital increase, Fimalac's representative on the
Board would not take part in any of the work of the Audit
Committee, the Board of Directors or any other Committee
on this topic, and also noted Fimalac's subsequent
resignation from the Board.
In December 2023, the Committee carried out its annual
review of the Company’s position vis-à-vis the reports issued
by the High Committee on Corporate Governance and the
Afep-Medef as well as the recommendations of shareholders,
proxy advisors and non-financial rating agencies. It also
recommended that the Board renew the specific annual
authorisations granted to the Chairman and Chief Executive
Officer, as described in section 5.3.2 above.
■ Corporate Social Responsibility (CSR)
responsibilities
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 2022, particularly in relation
to the Group’s climate strategy and the indicators included
in the 2022 Non‑Financial Statement (NFS).
The development of new indicators, particularly for
plastics, was discussed. 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 presented.
The Committee reviewed the Group's total carbon footprint
on several occasions and discussed courses of action
to reduce it. It also discussed the Group's new 2030
greenhouse gas emission reduction targets for Scopes 1,
2 and 3, to bring it into line with a 1.5°C pathway.
The Committee ensured that the new quantitative targets
for reducing CO2 emissions proposed to the Appointments
and Compensation Committee for determining the 2023
annual variable compensation of the Chairman and Chief
Executive Officer and his long-term compensation under
the 2023 LTI plan, were aligned with a 1.5°C pathway to
be submitted to the Science Based Targets initiative.
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The Committee recommended that the Board approve
the Non-Financial Statement, the CSR information,
the ethics and compliance approach and the report by
Management on the implementation of the duty of care
plan incorporated in the management report presented
in the 2022 Universal Registration Document.
Two 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 the digitalisation of
certain policies, the risk mapping process, the updating
of procedures, the renewal of training campaigns and
action plans. The annual update on the application of the
GDPR and the goals and imperatives for 2023 were also
presented by the Data Protection Officers.
The Committee was also given detailed updates on changes
in the Group’s non-financial ratings and scores.
The Chair of the Committee and the Lead Director helped
determine the content of the training session on energy
and climate issues that was proposed to all Board members
in 2023.
Ad Hoc Committee
Composition as of 27 February 2024(1)
The Human Resources department made a presentation
to the Committee on actions taken by the Group in
2023 to support the gender equality policy, and on the
progress towards meeting the target proportion of women
in executive roles in France. The Committee noted the
positive outcomes of the action plans, which it said must
be pursued and expanded upon.
An update on CSR reporting processes was presented to
the Committee in the second half of 2023 (at which time
its membership comprised the members of the Audit
Committee).
The Committee reported to the Audit Committee on its
work and opinions regarding the review of non-financial
risks, the 2022 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.
Role
Independence
Appointment
Number of
meetings
Attendance
rate
Thierry Billot, Lead Director
Nathalie Andrieux
Christiane Féral-Schuhl
Frédéric Saint-Geours
INDEPENDENCE RATE
Chair
Member
Member
Member
Member
I
I
I
3/4
21/04/2023
21/04/2023
21/04/2023
16
21/04/2023
21/04/2023
100%
94%
81%
100%
(1) Béatrice Dumurgier, an Independent Director, was a member of the Ad Hoc Committee from 21 April 2023 to 25 October 2023.
Role and responsibilities
The Ad Hoc Committee was set up by the Board of Directors
on 21 April 2023 to review the proposals received from the
TERACT group and the Groupement Les Mousquetaires,
the conditional proposal for a capital increase from Daniel
Křetínský, and the Group’s various options in this context
(in particular the conciliation procedures).
The tasks, organisational rules and operating procedures
of the Ad Hoc Committee are set out in a specific charter
which was approved by the Board of Directors on 10 May
2023 (see section 5.5.6 "Specific governance framework
for the Ad Hoc Committee formed within the Board of
Directors as part of the financial restructuring").
The Ad Hoc Committee is chaired by the Independent Lead
Director, who is also Chair of the Audit Committee. Initially
comprising five members, including four independent
members, since 25 October 2023, it has had four members,
including three independent members. All of the Audit
Committee members are also members of the Ad Hoc
Committee.
The Committee's decisions are taken by a majority of
those present and also require the votes of a majority of
the independent members present.
Work of the Ad Hoc Committee in 2023
See section 5.5.6 "Specific governance framework for the
Ad Hoc Committee formed within the Board of Directors
as part of the financial restructuring".
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
5.5.4. INDEPENDENT LEAD DIRECTOR – 2023 REPORT
The Board of Directors’ Internal Rules provide for the
mandatory appointment of an Independent Lead Director
whenever the offices of Chair 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 Chair 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 2023 (19 meetings); all of the Audit Committee
meetings (16 meetings), all of the Governance and Social
Responsibility meetings (8 meetings), all of the Ad Hoc
Committee meetings (16 meetings) and three meetings
of the Appointments and Compensation Committee.
Work carried out in 2023:
● The Lead Director chaired one executive session in February
2023. A second executive session was postponed to
January 2024 due to scheduling constraints. In addition to
addressing topical matters (see the Board's Activity Report
for 2023), the meetings focused mainly on assessing the
practices and procedures of the Board and its Committees
and the implementation of recommendations.
● In the first quarter of 2023, 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 continued effective operation of the Board and its
Committees was confirmed by the external assessment of
the Board in 2022 and by the meeting organised by the
Lead Director in February 2023 (see above). The Chairman
and Chief Executive Officer and the Lead Director discussed
the observations and plans for the future.
● Together with the Governance and Social Responsibility
Committee, the Lead Director reviewed 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. He ensured that the Directors received all
the necessary information and that governance issues
were properly reviewed and that independent advice
was obtained when specific issues or decisions required
it. He also reviewed the composition of the Board and its
Committees and their compliance with governance rules
and ensured that Internal Rules and Committee Charters
were adapted and reviewed whenever necessary. He
reported his work and findings to the Board of Directors.
● Together with the Governance and Social Responsibility
Committee, the Lead Director considered and
recommended to the Board the formation of an expanded
Audit Committee to include Independent Directors, followed
by the formation of an Ad Hoc Committee responsible for
reviewing transactions under consideration, in particular
the one proposed by TERACT and Intermarché and the one
proposed by EPGC and Fimalac, the conciliation procedure
from which Casino could benefit, the appointment of
independent financial and legal advisors and the procedures
for organising and operating the Ad Hoc Committee.
With the Committee and its independent legal advisors,
he also analysed any potential conflicts of interest that
may arise for certain Directors, particularly with regard
to the transaction proposed by EPGC and Fimalac, and
noted Fimalac's resignation from the Board of Directors.
● In his capacity as Chair of the Audit Committee, he 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, the financial position and
cash generation.
● In his capacity as Chair of the Ad Hoc Committee set up
on 21 April 2023, he directed all of its work, in particular
with a view to reaching an agreement on the restructuring
of the Group's debt and its proper implementation (see
section 5.5.6 "Specific governance framework for the Ad
Hoc Committee formed within the Board of Directors as
part of the financial restructuring"), and ensured, with the
support of independent financial and legal experts, that
the Committee achieved its objectives and was working
in the Company's best interests.
● He also conducted several shareholder dialogue meetings
in the first quarter of 2023 with investors and voting
advisory firms and reported back to the Governance and
Social Responsibility Committee and the Board.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
● 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 2023, the Lead Director participated in
three meetings of the Appointments and Compensation
Committee, two of which were devoted to the search for
a new Director (the search was subsequently suspended).
● The Lead Director 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.
The Governance and Social Responsibility Committee has
entrusted the Lead Director with overseeing the assessments.
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 2022, the Governance and Social Responsibility
Committee commissioned the consultancy firm Bertrand
Richard Conseil to perform the triennial 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 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.
● 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 management team staff, 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 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 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
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.
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The summary of the Lead Director’s 2023 assessment of
the Board’s practices and procedures, carried out through
the executive session organised on 19 January 2024 and
shared with the other Board members for their feedback,
highlighted the following points:
● The year 2023 was marked by the Group’s entry into a
conciliation procedure in April and accelerated safeguard
proceedings in October, against the backdrop of a sharp
reduction in business (particularly in hypermarket/
supermarket formats), and discussions with TERACT and
EPGC which required the involvement of the Group’s
financial partners.
● The assessment highlighted the Directors’ high level of
commitment to supporting and assisting the Group in
order to protect its corporate interests and secure its
future, in particular through:
- the rapid formation of an Ad Hoc Committee in which
none of the Directors in the chain of command participate
and which is supported by two independent financial
and legal experts;
- the significant contributions of the Audit Committee and
the Ad Hoc Committee to reviewing strategic options,
monitoring cash requirements and the non-strategic
asset disposal plan, and the entry of new investors as
part of the restructuring of the Group’s debt;
- the extent to which Directors made themselves
very available, particularly for meetings about the
implementation of conciliation and accelerated safeguard
procedures called on short notice.
● The Governance and Social Responsibility Committee’s
involvement in preventing and analysing potential conflicts
of interest was emphasised in the assessment, as was the
Lead Director’s contribution to supervising the work of
the Committees he chairs and systematically providing
updates to Directors when they were unable to attend
meetings.
● The organisation of a training session in October 2023
for all members of the Board of Directors on energy and
climate issues and their impact on the Group’s strategy
and objectives was appreciated.
Given the current situation, certain improvements, such
as the organisation of social events and on-site visits, were
not possible. Similarly, improvements to the deadlines for
providing documentation ahead of meetings were not
made and remain pending.
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 in February 2024, 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 Chair, 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.
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 Chair 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 Chair can consult
with the Governance and Social Responsibility Committee
or the Board of Directors regarding such matters.
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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.
Conflicts of interest – Protection of
minority shareholders
Conflicts of interest involving corporate
officers and 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 (a team of seven people at 31 December
2023), 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 each annual review
of the agreement, and most recently on 26 January 2023
at the time of the renewal of the agreement for a further
three-year period (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 2023 was €680,000
excluding VAT (€850,000 excluding VAT in 2022).
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 2023 was €2.57 million, excluding VAT
(€3.1 million excluding VAT in 2022). In addition, Euris
and Rallye 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 2023).
To the Company’s knowledge, with the exception of the
above-mentioned 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, Hervé Delannoy,
Josseline de Clausade, Virginie Grin 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 5.4)
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 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.
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 these rules, each year,
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.
As part of this process, in 2023, the Audit Committee
was asked to conduct a prior review of four related-party
agreements pursuant to Article L. 225‑38 of the French
Commercial Code, which the Committee unanimously
recommended, as they were in the Company's interest
and struck a balance between the parties involved:
● the draft shareholders’ agreement between the Company
and Companhia Brasileira de Distribução (“GPA”) to be
entered into in connection with the spin-off of GPA, which
was authorised by the Board of Directors on 22 May 2023.
The Committee noted the importance of the Agreement
for maintaining Casino Group’s control of Éxito prior to
any possible sale, but also with regard to the mechanisms
it provides for coordinating and optimising the terms of
such a sale, and the approval of this Agreement by GPA;
● the draft pre-agreement between the Company, certain
of its subsidiaries, including GPA, and Cama Commercial
Group Corp., a company controlled by the Calleja group,
for Casino Group’s sale of its entire stake in Almacenes
Éxito SA ("Éxito"), representing 34.05% of Éxito’s share
capital, by way of a public tender offer (the "Tender Offer").
The Board of Directors authorised this pre-agreement,
which constitutes a public offer for a cash price that
values 100% of Éxito at USD 1,175 million, representing
a premium of 49% on Éxito’s most recent share price;
● the draft agreements to be entered into between Casino
and GPA, relating to Casino’s acquisition of GPA’s entire
stake in Cnova NV, at a price negotiated by the parties on
the basis of two valuation reports issued by independent
financial advisors, which were authorised by the Board
of Directors on 21 November 2023.
The Audit Committee based its recommendations on the
analyses and opinions of financial and legal experts.
These agreements will be submitted for approval to the
Company's Annual General Meeting to be held in 2024,
and are presented in the 2023 Statutory Auditors' special
report (see Chapter 2 "Statutory Auditors' special report
on related-party agreements")
The annual report presented to the Audit Committee during
2024 covering the 2023 financial year once again concluded
that there was no need to widen the scope of application of
the systematic review procedure introduced in 2015.
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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
■ 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
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. When this agreement
was renewed on 1 January 2020 for a three‑year period,
it was classified as a routine agreement entered into on
arm’s length terms, 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.
The invoiced expenses comprise the compensation of the
members of Euris' management team responsible for the
assignment and any related environmental costs.
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 exactly 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 the same meeting, the Committee examined the
services provided by Euris in 2022 (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 in 2022 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 – the above‑mentioned cost plus a 10%
mark-up, which was considered to be relevant and therefore
fair for both the service provider and the beneficiary.
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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;
● 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 expert also noted that the total amount billed to Casino
Group under the primary key, i.e., €3.8 million for the 2021
financial year, represented 0.013% of its consolidated
net sales. The expert referred to a comparative analysis
of expense billing between a majority shareholder and
its listed subsidiary based on information published by
other listed groups, and noted that the ratio fell within the
range of the data collected (between 0.005% and 0.764%)
and represented a lower percentage than the calculated
median ratio of 0.023%.
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 9 February 2024, the Committee
examined the annual report on all routine arm’s length
agreements that were entered into or implemented in
2023. In particular, it examined the services provided by
Euris in 2023 under the strategic advisory agreement
signed between the Company and Euris (Euris provides
ongoing advice and assistance on strategic objectives and
related operations, as well as during the implementation of
complex transactions), 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.
At this meeting, the Committee noted that the service
agreement with Euris will be terminated on completion
of the financial restructuring and the change of control
of Casino Group.
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 Ad
Hoc Committee formed within the Board of
Directors as part of the financial
restructuring
On the recommendation of the Governance and Social
Responsibility Committee, on 21 April 2023, the Board
of Directors decided to formalise the assignment initially
entrusted to the Audit Committee by creating an Ad Hoc
Committee to continue assessing the TERACT group and
Groupement Les Mousquetaires proposal, Daniel Křetínský’s
conditional proposal for a capital increase, and the Group's
various options in this context (in particular conciliation
procedures).
The Ad Hoc Committee's remit was subsequently extended
to include monitoring of the financial restructuring.
The composition of the Ad Hoc Committee, chaired by the
Lead Director and comprising almost all the Independent
Directors and the members of the Audit Committee, is
presented in section 5.5.3 above “Work of the Board of
Directors’ Specialised Committees in 2023”.
The following tasks were entrusted to it:
● reviewing the TERACT and Intermarché projects and Daniel
Křetínský's conditional proposal for a capital increase;
● assessing the merits of opening conciliation proceedings
to enable the Group to engage in discussions with its
creditors within a secure framework on the TERACT
project, and, if applicable, Daniel Křetínský’s conditional
proposal for a capital increase;
● monitoring conciliation procedures;
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
● reviewing the options available to Casino Group in this
context, including (but not limited to) the TERACT project
and Daniel Křetínský’s conditional proposal for a capital
increase;
● and lastly, monitoring the implementation of the financial
restructuring plan as part of the accelerated safeguard
proceedings initiated on 25 October 2023.
The Ad Hoc Committee appointed its financial advisor
(Oddo BHF) and legal advisor (Cabinet Racine) to assist it
in its tasks, who attended all the Committee's meetings.
It met 16 times during in 2023. The attendance rate was
90% and meetings lasted an average of 2 hours and 20
minutes.
The Committee continued its review of the TERACT project,
and issued a favourable opinion regarding the industrial
project with the Groupement Les Mousquetaires.
It recommended the opening of conciliation proceedings
for the benefit of Casino, Guichard-Perrachon SA and
certain of its subsidiaries, in order to provide the best
possible framework for discussions with its creditors and
potential investors.
It analysed the need for additional equity and a debt
structure compatible with the cash flow generation forecast
in the 2023‑2025 business plan.
The Committee examined the proposals received on
4 July: one from EPGC and Fimalac and one from 3F
Holding intended to strengthen the Group’s equity. It also
examined the revised binding offer from EPGC, Fimalac
and Attestor, received on 15 July 2023, the only binding
offer made during the proceedings, which it unanimously
recommended to the Board of Directors as being in line
with the Company’s corporate interests.
The analyses were carried out on the basis of the offer
assessment criteria published by the Group on 28 June
and 12 July 2023:
● business continuity and long-term viability of the Group;
● integrity of the French operations and the Group’s core
business;
● safeguarding employment within the Group and its
stakeholders;
● speed and certainty of execution of the restructuring
scheme;
● compatibility of the capital structure with cash flow
generation to ensure the execution of the Group’s business
plan and the repayment of restructured debt;
● unconditional nature of the new money equity
commitments;
● the level of liquidity available to the Group following
completion of the restructuring, which will reflect the
financial robustness of the restructuring plan.
The Committee relied on the work carried out by its financial
and legal advisors and by the Company's advisors.
It unanimously recommended that the Board of Directors,
under the aegis of the conciliators and CIRI, conclude
(i) the agreement in principle signed on 27 July 2023
with EP Equity Investment III S.á r.L, an entity controlled
by Daniel Křetínský, Fimalac and Attestor (collectively
the "Consortium") and secured creditors, with a view to
strengthening the Group's equity and restructuring its
debt, and subsequently (ii) the lock-up agreement relating
to the Group’s financial restructuring signed on 5 October
2023 with the Consortium and the main secured creditors
(the "Lock‑Up Agreement").
It then unanimously recommended the opening of
accelerated safeguard proceedings for the benefit of
the Company and certain of its subsidiaries, in order to
implement the restructuring plan in accordance with
the terms of the Lock‑Up Agreement, and monitored the
progress of these proceedings.
The Committee also unanimously recommended to
the Board that Sorgem Evaluation be appointed as an
independent expert, in accordance with article 261‑3 of
the AMF's General Regulations, to give its opinion on the
fairness of the financial terms of the restructuring plan for
the Company's current shareholders.
The Committee reviewed the draft presentations on
the Group's strategy, the 2023‑2028 business plan, the
2024‑2028 business plan and its successive updates,
most recently in November 2023, based on performance
in 2023. Regular status reports on business, revenue and
adjusted EBITDA forecasts were presented to the Board,
together with cash flow forecasts for France up to the date
of completion of the financial restructuring, which were
reviewed by Accuracy and Advancy.
The Committee was consulted on the sale of the Group’s
residual stake in Assaí, the strategy for selling Éxito, and
GPA’s proposed capital increase, and issued unanimously
favourable opinions.
In December 2023, the Committee received purchase offers
for all or part of the hypermarkets and supermarkets. Given
that the Lock‑Up Agreement provided for the possibility of
selling all or part of the hypermarkets and supermarkets,
the Committee considered that it was in Casino's interest,
based on the deteriorating 2023 adjusted EBITDA forecasts,
to start exclusive negotiations with Groupement Les
Mousquetaires and Auchan Retail, with a view to selling
almost all of the hypermarket and supermarket outlets.
It noted Sorgem Evaluation’s report and issued a favourable
opinion concerning the Board of Directors’ draft resolutions
included in the appendix to the Accelerated Safeguard
Plan approved by the shareholder class at the meeting of
classes of affected parties on 11 January 2024.
483
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
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 was supported by the independent legal
advisors to the parent companies. It may obtain opinions
from independent financial and legal experts, and may
call on any independent consultants at its discretion.
It may also refer to the work and opinions of the Audit
Committee on financial or strategic matters falling within
the remit of the latter.
The parent companies’ safeguard plans were approved
on 28 February 2020.
In the context of this specific governance framework and
the implementation of the parent companies’ safeguard
plans approved on 28 February 2020, the Committee has
not considered, nor been asked to consider, any situation
involving a conflict of interest.
In 2023, the Governance and Social Responsibility
Committee was informed of these proceedings at two
meetings. The Committee was also informed of the findings
and decisions that led Rallye and its parent companies to
make public their intention to explore the feasibility and
possible terms of an adjustment to Rallye’s safeguard plan
by February 2025, and of Rallye's ongoing proceedings, in
particular with regard to Rallye's vote on Casino's safeguard
plan at the meeting of the shareholder class of affected
parties (see section 5.5.3. “Work of the Governance and
Social Responsibility Committee in 2023”). The Board was
also informed of the successive steps taken and made
public by the parent companies following the opening
of conciliation proceedings for the benefit of Casino,
Guichard-Perrachon SA and certain of its subsidiaries.
On the recommendation of the Governance and Social
Responsibility Committee, the Board of Directors decided to
maintain this specific governance framework until the date
of completion of the financial restructuring, at the latest.
Convictions
To the best of the Company’s knowledge, no member
of the Board of Directors, with the exception of Franck
Hattab(1), 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.
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.
(1) Franck Hattab incurred an official public sanction under Decision No. 12 of 7 September 2023 of the AMF Enforcement Committee. He
has appealed this decision.
484
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
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
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 in 2017. 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 above-mentioned 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 is properly
understood and respected, is sent by the Insider Trading
Committee to employees who are required to respect
blackout periods.
The Policy is reviewed on a regular basis and is available on
the Company’s website (last updated in February 2024).
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 2023.
Due to their professional commitments, some Independent
Directors were unable to participate in all of the special
meetings organised in 2023, the dates of which were chosen
to maximise the number of Directors who could attend.
Indeed, a considerable number of these meetings were
called on very short notice in the context of the financial
restructuring undertaken with the Group's financial creditors
as part of the conciliation procedure initiated on 26 May
2023. The short notice meant that some Directors were
unable to participate in every meeting.
485
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
2023
Jean-Charles Naouri
Nathalie Andrieux
Maud Bailly
Thierry Billot
Josseline de Clausade
Hervé Delannoy(2)
Béatrice Dumurgier
Christiane Féral-Schuhl
Virginie Grin(4)
Franck Hattab
Didier Lévêque(5)
Odile Muracciole
Thomas Piquemal(6)
Alexis Ravalais(7)
David de Rothschild(9)
Frédéric Saint-Geours
Board of
Directors
(19 meetings)
Audit
Committee
(16 meetings)
Appointments and
Compensation Committee
(7 meetings)
Governance and
Social Responsibility
Committee
(8 meetings)
100%
95%
74%
100%
90%
92%
79%
90%
100%
95%
100%
100%
100%
100%
0%
100%
100%(1)
100%
85%(3)
100%
100%
100%
100%
100%
100%
100%
100%(8)
100%
(1) Member of the Audit Committee since 20 September 2023.
(2) Member of the Board of Directors since 13 June 2023.
(3) Member of the Audit Committee and the Ad Hoc Committee until 25 October 2023.
(4) Member of the Board of Directors since 10 May 2023.
(5) Member of the Board of Directors until 10 May 2023.
(6) Member of the Board of Directors and of the Appointments and Compensation Committee until 19 May 2023.
(7) Member of the Board of Directors until 13 June 2023.
(8) Member of the Appointments and Compensation Committee since 26 July 2023.
(9) Member of the Board of Directors until 10 May 2023.
5.5.7. IMPLEMENTATION OF THE AFEP-MEDEF CODE
reCoMMenDatIonS
The Company aims to implement each of the recommendations of the Afep-Medef Code. In accordance with the “comply
or explain” rule provided for in Article 28.1 of the Afep‑Medef Code revised in December 2022, the recommendation that
has not been implemented in 2024 is presented below:
Provision of the Afep-Medef Code that the Company
has not complied with
Explanation
Selecting new Directors (section 18.2.1 of the Afep-Medef
Code on the selection of new Directors by the Appointments
and Compensation Committee)
“This committee is responsible for submitting proposals to
the Board after reviewing in detail all of the factors to be
taken into account in its proceedings, in particular with
regard to the make-up and changes in the corporation’s
shareholding structure, in order to arrive at a desirable
balance in the membership of the Board (...) In particular,
it should organise a procedure for the nomination of
future independent directors and perform its own review
of potential candidates before the latter are approached
in any way.”
The implementation of the share capital increases and other
transactions involving the Company’s share capital provided
for in the Accelerated Safeguard Plan, approved by the
Commercial Court on 26 February 2024, will result in massive
dilution for existing shareholders and a change of control. The
composition of the Board of Directors following the financial
restructuring is intended to reflect the shareholder structure
resulting from the financial restructuring. As a result, the
selection process for new Directors by the Appointments
and Compensation Committee described on page 419 could
not be carried out. The review of the independence of all
Directors based on the Afep-Medef criteria was carried out
using questionnaires received from the proposed members
of the Board of Directors and an analysis carried out by the
Company's legal counsel. For further information on the
selection of the new Directors who will make up the Board
of Directors following the financial restructuring and the
analysis of their independence, see section 5.4.2 on pages
448 and 449.
n.a.
486
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 5 > Corporate GovernanCe report
5.6. INFORMATION ON THE AGREEMENTS
MENTIONED IN ARTICLE L. 225-37-4,
PARAGRAPH 2, OF THE FRENCH COMMERCIAL
CODE
To the knowledge of the Board of Directors, no agreements
were made in 2023, 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.
5.7. 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 518 et seq.
From the date of completion of the restructuring, certain of
the Group's financing agreements will contain clauses that
may be triggered in the event of a change of control of the
Company. These clauses are listed in Chapter 1, section 1.5
of this Universal Registration Document.
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 520 of this Universal Registration
Document under “Shares held as collateral”.
Upon completion of the financial restructuring, which is
expected to take place by the end of March 2024, the
Company's capital structure and control will change; the
Group will be controlled by France Retail Holding S.à r.l.,
which in turn is indirectly controlled by Daniel Křetínský.
The impact of the restructuring on the control of the
Company is described in detail in section 1.3 of this Universal
Registration Document. A shareholders' agreement will be
entered into between the shareholders of France Retail
Holding S.à r.l., the terms of which (as they appear in the AMF
document published on 10 January 2024) are described
in section 7.4.2 of this Universal Registration Document.
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 533 et seq.
The powers of the Board of Directors are described on page
534. The Board’s powers to issue and buy back shares are
described on pages 513 to 516, and page 509, respectively.
The consequences of a change of control on debt are as
follows:
● the documentation relating to the Reinstated TL and
the Reinstated RCF provides for the event of a change of
control defined, identically in both agreements, as being
when (i) Daniel Křetínský (or, provided that there is no
material change (which cannot be justified) in Casino's
management, his heirs or the holding companies controlled
by Daniel Křetínský or his heirs) ceases to hold the majority
of the voting rights of France Retail Holding S.à r.l. or
ceases to hold the right to appoint/revoke the majority
of the managers of France Retail Holding S.à r.l., or (ii)
France Retail Holding S.à r.l. ceases to directly hold more
than 45% of Casino's share capital or more than 50% of
Casino's voting rights.
● In the event of a change of control, each lender under
the Reinstated RCF or the Reinstated TL may request
the repayment of their interest in the Reinstated RCF
and/or the Reinstated TL, as the case may be, (with, in
the case of the Reinstated RCF, the cancellation of their
commitment to make funds available for the future).
● The documentation relating to operating financing at the
level of Casino subsidiaries – syndicated loans, bilateral
credit lines, factoring, reverse factoring, overdrafts, export
lines, etc. – also contains the usual change of control
clauses. The change of control clauses in these documents
all include at a minimum the change of control clause
applicable to the Reinstated RCF (described above), to
which is added a change of control linked to the ownership
of the subsidiary concerned (having subscribed to said
operating financing) by the Company or by one or more
Casino subsidiaries.
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.
487
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
Compensation of
corporate officers
488
C A S I N O G R O U P / 2 0 2 3 U N I V E R S A L R E G I S T R A T I O N D O C U M E N T
Chapter 6Compensation of
corporate officers
6.1. Compensation of the Chairman and Chief Executive
Officer in consideration of his position .................................................490
6.2. Compensation of non-executive corporate officers ..................498
489
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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, APPROVED
BY THE ANNUAL GENERAL MEETING OF 10 MAY 2023
General principles
The Board of Directors used the Afep-Medef Code as a guide
to determine the principles for setting the compensation
of executive corporate officers. It decided the principles
for determining and structuring the Chairman and Chief
Executive Officer’s 2023 compensation based on the
work and the recommendations of the Appointments and
Compensation Committee, in accordance with its duties
as presented in Chapter 5 of this Universal Registration
Document. The Board of Directors ensured that the
compensation policy was consistent with the Company’s
corporate interests and the interests of shareholders and
stakeholders.
The performance indicators selected for setting the variable
compensation are 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 based its consideration of this issue
on the analyses and findings of consulting firms specialising
in executive compensation, which advise the Board and
the 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. The Board and the
Appointments and Compensation Committee also review
the pay ratios (see section 6.1.4 below).
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.
Annual variable compensation
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.
490
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 6.2.2 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 of 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.
CHAPTER 6 > Compensation of Corporate offiCers
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.
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 the LTI for 2023 is contingent on a continuing
service requirement (other than in the cases set out
below) and is 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, at its meeting on 9 March 2023,
the Board also defined the terms and conditions that would
apply to the payment of the 2023-2025 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.
As indicated in section 6.1.3, the conditions for payment
of the LTI bonus granted in 2023 will not be met.
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 10 May 2023.
491
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
6.1.2. Components of tHe Compensation paiD to tHe
CHairman anD CHief eXeCUtiVe offiCer in 2023 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 2023
were set by the Board of Directors on 9 March 2023 and
approved at the Annual General Meeting of 10 May 2023.
The payment of the components of variable compensation
due for the 2023 financial year is subject to approval by
the Annual General Meeting of 7 May 2024, under the
conditions provided for in Article L. 22-10-34 II of the French
Commercial Code. The Chairman and Chief Executive Officer
does not receive any free shares or stock options.
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.
2022
(for information)
2023
(Gross amounts in €)
Fixed compensation
Annual variable compensation
Amounts due(1)
Amounts paid(2)
Amounts due(1)
Amounts paid(2)
825,000
193,068
825,000
96,250
825,000
–(3)
825,000
193,068
Long-term incentive
Not applicable
Not applicable
Not applicable
Not applicable
Multi-annual variable compensation
1,237,500(4)
240,000(5)
1,237,500(6)
336,000(7)
Directors' compensation
Benefits in kind
15,000
12,500
15,000
15,000
Not applicable
Not applicable
Not applicable
Not applicable
Value of stock options granted during the
year
Value of free shares
Sub-total
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
2,277,443
1,173,750
2,077,500
1,369,068
Additional compensation
None
None
None
None
TOTAL
2,277,443
1,173,750
2,077,500
1,369,068
(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
(3)
were paid in the year after they were earned.
In light of the ongoing restructuring of the Group and its potential impacts, the Chairman and Chief Executive Officer has waived payment
of his annual variable compensation for 2023, i.e., a gross amount of €109,313 (see below).
(4) Target amount (LTI assessed over three years, 2022-2024), to be paid in 2025 (potentially). The conditions for payment will not be met (see
section 6.1.3 below).
(5) Final amount of the LTI (2019-2021) paid in 2022, based on the achievement of pre-defined performance criteria.
(6) Target amount (LTI assessed over three years, 2023-2025), to be paid in 2026 (potentially). The conditions for payment will not be met (see
section 6.1.3 below).
(7) Final amount of the LTI (2020-2022) paid in 2023, based on the achievement of pre-defined performance criteria.
Fixed compensation for 2023
His gross fixed basic compensation was €825,000 (amount
set as from 2022 when his term of office was renewed and
for the duration of his term of office).
In accordance with the terms and criteria for determining the
components of the Chairman and Chief Executive Officer’s
compensation set by the Board of Directors on 9 March
2023, on the basis of the principles described in section
6.1.1, and approved by the shareholders at the Ordinary
General Meeting of 10 May 2023, his compensation for
2023 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:
492
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
2023 conditional annual variable
compensation
The target level of the 2023 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.
It was determined based on objectives which were similar
to those used to determine the 2023 bonuses of members
of the Executive Committee, as follows:
● Exclusively quantitative objectives:
- adjusted EBITDA France for 2023 (excluding lease
payments) accounting for 37.5% of the target amount;
- net debt in France at 31 December 2023 accounting
for 37.5% of the target amount;
- growth in gross sales under banner in France for 2023,
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 2023
in three rating agencies’ assessments,
- Percentage of women managers in France at
31 December 2023,
- CO2 emissions in France at 31 December 2023.
● To assess achievement, each criterion also had a pre-defined
minimum threshold, a target level for a performance in line
with objectives and an over-performance 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 27 February 2024, the Board of Directors reviewed
the results achieved and set the level of the 2023 variable
compensation as follows:
Quantitative financial objectives
1/ France 2023 adjusted EBITDA(1)
(excluding lease payments)
2/ France net debt(2) at 31 December 2023
3/ Growth in 2023 gross sales
under banner in France(1)
Non-financial quantitative CSR objectives
Average of the scores assigned to Casino
by three rating agencies in 2023(3)
Percentage of women managers in France
at 31 December 2023(4)
CO2 emissions of the Group in France
at 31 December 2023(5)
TOTAL
Target
(as a % of the
€825k total
target)
Maximum
(as a % of the
€825k total
target)
85%
127.5%
% achievement
(as a % of the
€825k total
target)
Achieved
37.5%
37.5%
56.25% Objective not met
56.25% Objective not met
15% Objective not met
22.5%
0%
0%
0%
7.5% 74 pts out of 100
2.5%
7.5%
7.5%
44.06%
3.25%
244 thousand
tonnes
7.5%
13.25%
(€109,313)
10%
15%
5%
5%
5%
(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 (as in 2022).
(4) 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.
493
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
The total annual variable compensation due for 2023
therefore came to a gross amount of €109,313, representing
13.25% of the target amount (€825,000) and fixed
compensation.
In light of the ongoing restructuring of the Group and its
potential impacts, the Chairman and Chief Executive Officer
has waived payment of this compensation.
Long-term incentive (LTI) bonus granted in 2023
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 2023, as follows:
● If the performance conditions are met, the target amount
remains 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.
● There is no guaranteed minimum.
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 (2023-2025),
adjusted to reflect the Group’s strategic priorities. The
performance conditions are based on:
● Two quantitative financial objectives:
- growth rate in adjusted EBITDA France (adjusted EBITDA
France Retail + Cdiscount, 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 2022, 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 2025 and an environmental criterion
based on the reduction in CO2 emissions in France at
31 December 2025:
- the target value (262 kt) is now aligned with a 1.5 degree
pathway by 2030 (Scopes 1 and 2). The minimum level
(274 kt) corresponds to the target to be reached by 31
December 2024 given this pathway,
- the target for the gender diversity criterion (40%)
corresponds to the Group’s commitment to reach the
target of 40% by 2025 and represents a 2-point increase
compared with the 2024 target (set in the 2022 LTI
plan). The minimum corresponds to the aforementioned
2024 target plus 0.5 points.
Based on the recommendations of the Appointments
and Compensation Committee, at its meeting on 9 March
2023 the Board also set 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:
● in line with (i) guidance issued by the AMF, (ii) the
recommendations of the Afep-Medef Code, as confirmed
by the French High Committee on Corporate Governance,
and (iii) the market practices of SBF 120 companies,
if the Chairman and Chief Executive Officer of Casino
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,
● in line with (i) the provisions of Article L. 225-197-3 of the
French Commercial Code relating to the vesting of shares
under share grant plans when a beneficiary dies, and (ii)
market practices of SBF 120 companies, if the Chairman
and Chief Executive Officer of Casino dies, his LTI bonus
will be paid to his heirs in an amount corresponding to
the initial target amount.
As indicated in section 6.1.3, the conditions for payment
of the LTI bonus granted in 2023 will not be met.
Compensation granted or paid to the
Chairman and Chief Executive Officer in
respect of or during 2023 by a company
included in the scope of consolidation as
defined in Article L. 233-16 of the French
Commercial Code
None.
Other components of compensation and
benefits of any kind granted to the Chairman
and Chief Executive Officer in 2023 in
consideration of his position
There were no changes in these compensation components
in 2023 compared with 2022, which were as follows:
● The Chairman and Chief Executive Officer, in his capacity
as Director of the Company, received €15,000 in
gross compensation in 2023, representing half of the
compensation paid to external Directors (see the table
above and section 6.2.1 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 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 2023.
494
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
6.1.3. Components of Compensation GranteD
or paiD in respeCt of or DUrinG 2024
After review and based on the recommendation of
the Appointments and Compensation Committee, in
accordance with the provisions of Article L. 22-10-8 of
the French Commercial Code, the Board of Directors has
determined the 2024 compensation policy for Jean-Charles
Naouri in consideration of his position as Chairman and
Chief Executive Officer until the date of his departure on
the date of completion of the financial restructuring, which
will consist solely of a fixed and unchanged gross annual
amount of €825,000, to be paid on a pro rata basis. The
policy will be submitted to shareholder approval at the
Annual General Meeting to be held in 2024.
No compensation will be granted or paid to the Chairman
and Chief Executive Officer in respect of or during 2024
by a company included in the scope of consolidation as
defined in Article L. 233-16 of the French Commercial Code.
He does not and will not receive any bonus Company or
Casino Group company shares in 2024. He will not receive
benefits of any kind in 2024.
He will receive compensation in consideration of his position
as Director of the Company as determined under the 2024
compensation policy for non-executive corporate officers
up until completion of the financial restructuring of Casino
Group (see section 6.2.4 below), subject to its approval by the
Annual General Meeting (i.e., an unchanged gross amount
of €15,000, to be paid on a pro rata basis).
Upon ceasing his duties as Chairman and Chief Executive
Officer, Jean-Charles Naouri will not receive any loss of
office or non-compete compensation, and will lose his
entitlement to the LTI bonus still in force, as these are
performance-based payments which are contingent on
a service requirement (it being specified that these plans
provide for specific exceptions (2021-2023 LTI awarded
in 2021, payment of which is scheduled for 2024, 2022-
2024 LTI awarded in 2022 and 2023-2025 LTI awarded
in 2023) for which Jean-Charles Naouri will not receive
cash payment). Additionally, he 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
benefits scheme (régime obligatoire de prévoyance) open
to all executive employees.
The 2024 compensation policy for new executive corporate
officers who would be appointed on the date of completion
of the financial restructuring will be determined at a later
date by the Board of Directors before being submitted for
shareholder approval at the Annual General Meeting to
be held in 2024.
495
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
6.1.4. 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 99%
of employees in mainland France.
Casino Group and Casino, Guichard-Perrachon pay ratio, with LTI paid
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
2019
2020(1)
2021
2022
2023(3)
€850,240 €1,662,220 €1,204,124 €1,173,750 €1,369,068
-10.2%
95.5%
-27.6%
-2.5%
14.3%
Average compensation of employees
€1,175,379 €1,283,966 €1,633,266
€916,290 €1,063,004
% change in the average compensation of employees
-13.3%
Ratio relative to the average compensation of employees
% change in the ratio compared to the previous year
Ratio relative to the median compensation of employees
0.7
0%
0.9
Information on the extended scope(2)
9.2%
1.3
27.2%
-43.9%
16.0%
0.7
1.3
85.7%
-46.2%
85.7%
1.7
0.9
1.3
1.3
0%
2.0
Average compensation of employees
€31,384
€31,655
€32,015
€32,663
€34,836
% change in the average compensation of employees
Ratio relative to the average compensation of employees
2.8%
27.1
0.9%
52.5
1.1%
37.6
% change in the ratio compared to the previous year
-12.6%
93.8%
-28.4%
Ratio relative to the median compensation of employees
34.9
67.9
49.5
% change in the ratio compared to the previous year
-12.5%
94.6%
-27.1%
2.0%
35.9
-4.5%
46.3
-6.4%
6.7%
39.3
9.4%
50.2
8.4%
Company performance(4)
Change in Group organic net sales Y-1
4.70%
3.60%
7.10%
0.30%
3.90%
Change in organic adjusted EBITDA France Retail +
E-commerce at constant exchange rates Y-1
7.25%
0.85%
4.50%
-5.69%
-7.20%
Including the special bonus of €655,000 paid in 2020 for the coordination of strategic operations in 2019.
(1)
(2) Fully consolidated companies in mainland France (including Corsica), representing more than 99% of the workforce in France.
(3) The compensation paid in 2023 to corporate officers includes: fixed salary of €825,000, annual variable compensation of €193,070, multi-
annual variable compensation of €336,000, Director’s compensation of €15,000.
(4) The change in the annual compensation of the Chairman and Chief Executive Officer and the employees in year Y is compared with the
Group's performance in year Y-1 as the bonus for year Y-1 is paid in year Y.
496
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
6.1.5. taBLes on tHe CHairman anD CHief eXeCUtiVe
offiCer’s Compensation
The summary tables on the Chairman and Chief Executive
Officer’s compensation for the 2023 financial year are
provided in section 6.1.2 of this Universal Registration
Document.
Historical information on share
subscription or purchase options
None.
Directors’ compensation
See section 6.1.2 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.
Summary of multi-annual variable
compensation
See section 6.1.2 of this Universal Registration Document.
Employment contract, pension and
employee benefits plans, termination
benefits and non-compete benefits
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.
Performance shares granted during the
year
None.
Management of conflicts of interest
See sections 5.3.1 and 5.3.3 of this Universal Registration
Document.
Performance shares that became
available during the year
None.
497
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
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, at its meeting on 9
March 2023 the Board of Directors determined the 2023
compensation policy for non-executive corporate officers
which was approved by the shareholders at the 10 May
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 Chair 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, see
section 6).
● 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 allocate additional compensation for
the Lead Director for his participation in any meetings of
Committees of which he is not a member, set at a gross
amount of €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).
498
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
- 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.
6.2.2. AMENDMENTS TO THE COMPENSATION POLICY FOR NON-
eXeCUtiVe Corporate offiCers in respeCt of 2023
As part of Casino's financial restructuring and the opening
of the conciliation procedure in May 2023, followed by
accelerated safeguard proceedings, the decision was made
on 21 April 2023 to create an Ad Hoc Committee (see
Chapter 5 of this Universal Registration Document). The
2023 compensation policy for non-executive corporate
officers approved by the Board of Directors on 9 March
2023, and submitted for approval at the Annual General
Meeting of 10 May 2023, did not include compensation
for any newly created Board Committees. Because of
this and in light of the importance of the role and work
carried out by the Ad Hoc Committee which met 16
times in 2023, and based on the recommendation of
the Appointments and Compensation Committee, at its
meeting on 18 December 2023, the Board of Directors
proposed that for the 2023 financial year, the members
of the Ad Hoc Committee be awarded additional gross
variable compensation of €1,500 per Committee meeting,
up to a maximum gross amount of €16,500, plus a gross
amount of €2,500 for the Chair of the Committee. Individual
amounts will be reduced uniformly in order to comply with
the annual budget of €650,000 set by the Annual General
Meeting of 19 May 2009.
The Board and its Appointments and Compensation
Committee drew on the analyses and recommendations of a
compensation consultant, which reviewed the compensation
practices of companies that had set up ad hoc committees.
The proposal is based on the following principles:
● the compensation of the Ad Hoc Committee is set at a
lower level than that of the other Casino Board Committees,
given that the members of the Ad Hoc Committee are
all already members of another Committee;
● compensation is in line with market practices and the
positioning of other SBF 80 committees between the
first quartile and the median;
● the additional compensation does not exceed the annual
budget set at €650,000 by the Annual General Meeting
of 19 May 2009.
This proposal constitutes an amendment, pursuant to
Article L. 225-37-2 of the French Commercial Code, to the
2023 compensation policy for non-executive corporate
officers approved at the Annual General Meeting of 10 May
2023, and is therefore subject to approval by the Annual
General Meeting of 11 June 2024. It would be paid subject
to shareholder approval at this Annual General Meeting.
After being reduced uniformly in order to ensure compliance
with the overall ceiling, this additional compensation would
represent a total gross amount of €78,725, broken down
as follows:
● Thierry Billot, Chair:
● Nathalie Andrieux:
● Béatrice Dumurgier(1):
● Christiane Féral-Schuhl:
● Frédéric Saint-Geours:
€18,645
€16,145
€11,645
€16,145
€16,145
The payment of this additional compensation, subject to the
vote of the Annual General Meeting, would bring the total
amount of 2023 compensation granted to non-executive
corporate officers in consideration of their position to a
gross amount of €649,985.
(1) Member until 25 October 2023.
499
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
6.2.3. Components of 2023 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 18
December 2023, the Board of Directors set the principles for
allocating compensation to the Directors, Board Committee
Chairs and members and the Lead Director for 2023, based
on the compensation policy for non-executive corporate
officers described above. The Board also approved payment
of the compensation.
The allocation criteria used for the 2023 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 2023 in respect of 2022 and
compensation granted in respect of 2023 (paid in January
2024) is as follows:
■ In respect of 2022
● Compensation of Directors
Gross basic amount of €30,000 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 €21,500, 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 €15,000 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.
■ In respect of 2023
The terms and conditions of the compensation awarded in
respect of 2023 (paid in January 2024) remain unchanged
(see section 6.2.1 above).
It is proposed that the members of the Ad Hoc Committee
set up on 21 April 2023 receive additional gross variable
compensation of €1,500 per Committee meeting in 2023,
capped at a gross amount of €16,500 per member, plus a
gross amount of €2,500 for the Chair of the Committee, up
to the annual budget of €650,000, subject to approval by
the Annual General Meeting to be held on 11 June 2024
(see section 6.2.2).
500
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
Summary of compensation paid or granted in respect of 2023 to non-executive corporate officers by
the Company for service as Directors or by companies within its scope of consolidation as defined in
Article L. 233-16 of the French Commercial Code
Total compensation paid in 2023 and 2022 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 2022
(for information)
Compensation paid in 2023
Compensation
for service
as a Director
for 2021
Other
compensation(1)
Compensation for service
as a Director for 2022
Committees
Fixed Variable
Directors
Fixed Variable
Total
Other
compensation(1)
69,917
23,208
48,891
27,728
-
-
-
-
8,500
21,500 23,000 25,000 78,000
8,500
18,192
13,167
15,500 55,359
8,500
21,500 38,000 33,000 101,000
8,500
19,846
6,500
21,500 56,346
-
-
-
-
12,500
432,105
4,250
10,750
-
-
15,000
433,626
8,500
19,486
6,500
9,500
44,346
-
45,000
-
-
12,500
12,500
-
-
-
-
-
-
708
1,654
4,250
10,750
203,873
4,250
10,750
-
-
-
-
-
-
-
-
-
119,885
2,362
15,000
15,000
-
-
506,339
25,000
-
8,500
21,500
4,333
7,125
41,458
-
389,041
1,063
3,308
4,370
498,601
39,000
85,000
-
-
8,500
13,231
2,167
-
23,897
8,500
21,500
16,333 33,000
79,333
-
-
Directors
Nathalie Andrieux
Maud Bailly(2)
Thierry Billot(2)(3)
Béatrice
Dumurgier(2)
Josseline de
Clausade(4)
Christiane
Féral-Schuhl
Hervé Delannoy(5)
Franck Hattab(6)
Didier Lévêque(7)
Odile Muracciole(8)
Thomas
Piquemal(9)
Alexis Ravalais(10)
David de
Rothschild(11)
Frédéric
Saint-Geours
(1) Compensation for Directors and/or other compensation and benefits of any kind paid by Casino’s controlled subsidiaries.
(2) Director since 12 May 2021.
(3)
(4) Other compensation paid in 2023 in respect of salaried work within the Group: €433,623, including gross variable compensation of
Including the additional compensation in respect of his duties as Lead Director.
€139,100 in respect of 2022, gross fixed compensation of €292,943 and benefits in kind of €1,643.
(5) Appointed as representative of Matignon Diderot on 13 June 2023, replacing Alexis Ravalais. Other compensation paid in 2023 in respect
of salaried work within the Group: €119,885, including gross variable compensation of €28,500 in respect of 2022 and gross fixed
compensation of €91,385.
(6) Appointed as permanent representative of Foncière Euris, Director, on 26 October 2022, replacing Michel Savart.
(7) Term ended 10 May 2023, replaced on this date by Virginie Grin as permanent representative of Finatis.
(8) Other compensation paid in 2023 in respect of salaried work within the Group: €506,339, including gross variable compensation
of €80,000 in respect of 2022 and gross fixed compensation of €426,339, and excluding exceptional bonuses of €220,000 and
compensation for loss of office.
(9) Term ended on 19 May 2023.
(10) Permanent representative of Matignon Diderot, from 22 September 2022 to 13 June 2023, replaced on this date by Hervé Delannoy. Other
compensation paid in 2023 in respect of salaried work within the Group: €498,601, including gross variable compensation of €200,000
in respect of 2022 and gross fixed compensation of €298,601, and excluding gross exceptional bonuses of €750,000. In 2022, excluding
a gross exceptional bonus of €350,000 in respect of 2021.
(11) Term ended on 10 May 2023.
501
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
Jacques Dumas, Franck-Philippe Georgin and Michel Savart,
who stepped down as non-executive corporate officers on
31 January 2022, 22 September 2022 and 26 October
2022 respectively, received gross compensation in respect
of their duties in 2022, paid in January 2023, of €1,181,
€8,267 and €11,811 respectively.
Total gross compensation paid in 2023 to the corporate
officers (including the Chairman and Chief Executive
Officer) for service as Director in respect of 2022 therefore
amounted to €567,732 (versus €502,462 paid in 2022
in respect of 2021).
The variable component represents a significant proportion
of the total compensation allocated to the Directors.
Compensation awarded in respect of 2023 by the Company
to each of the corporate officers, other than the Chairman
and Chief Executive Officer, for service as Directors was as
follows:
Compensation in respect of 2023 (paid in January 2024)
Directors
Committees
(Gross amounts in €)
Nathalie Andrieux
Maud Bailly
Thierry Billot(1)
Josseline de Clausade
Hervé Delannoy(2)
Béatrice Dumurgier
Christiane Féral-Schuhl
Virginie Grin(3)
Franck Hattab
Didier Lévêque(4)
Odile Muracciole
Thomas Piquemal(5)
Alexis Ravalais(6)
David de Rothschild(7)
Frédéric Saint-Geours
Fixed
8,500
8,500
8,500
4,250
2,302
8,500
8,500
2,656
4,250
1,594
4,250
3,187
1,948
3,188
8,500
Variable
20,368
15,842
21,500
9,618
6,224
16,974
19,237
7,921
10,184
2,829
10,750
6,789
3,960
-
21,500
Fixed
24,625
16,500
38,000
-
-
5,417
6,500
-
-
-
-
-
15,708
Variable
40,000
15,500
Total
93,493
56,342
45,000
113,000
-
-
25,500
15,500
-
-
-
-
13,868
8,526
56,391
49,737
10,577
14,434
4,423
15,000
21,914
5,908
3,188
2,438
9,500
-
43,750
89,458
Including the total additional Directors’ compensation of €15,000 paid to the Lead Director in respect of 2023.
(1)
(2) Appointed as permanent representative of Matignon Diderot on 13 June 2023, replacing Alexis Ravalais: compensation calculated on a
pro rata basis.
(3) Appointed as permanent representative of Finatis on 10 May 2023, replacing Didier Lévêque: compensation calculated on a pro rata
basis.
(4) Term ended 10 May 2023: compensation calculated on a pro rata basis.
(5) Term ended 19 May 2023: compensation calculated on a pro rata basis.
(6) Term ended 13 June 2023, replaced on this date by Hervé Delannoy as permanent representative of Matignon Diderot: compensation
calculated on a pro rata basis.
(7) Term ended 10 May 2023: compensation calculated on a pro rata basis.
In accordance with the compensation policy, total gross
compensation paid in January 2024 in respect of 2023
to corporate officers (including the Chairman and Chief
Executive Officer for service as a Director) amounted to
€571,260.
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, provided 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 (see Chapter 5 of this Universal Registration
Document).
502
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 6 > Compensation of Corporate offiCers
6.2.4. 2024 COMPENSATION POLICY FOR NON-EXECUTIVE
Corporate offiCers in ConsiDeration of tHeir
position
After review and based on the recommendation of the
Appointments and Compensation Committee, and
pursuant to the provisions of Article L. 22-10-8 of the French
Commercial Code, the Board of Directors at its meeting on
27 February 2024 determined the 2024 compensation
policy for non-executive corporate officers in consideration
of their position, up until the date of completion of the
financial restructuring of Casino Group.
In this context, the Board of Directors decided to apply the
2023 compensation policy as detailed in section 6.2.1 above
and also apply it to the compensation of the members of
the Ad Hoc Committee as presented in section 6.2.2 above.
The compensation thus allocated would be determined
on a pro rata basis for the period from 1 January 2024
to the date of completion of the financial restructuring of
Casino Group.
This compensation will be paid after the Annual General
Meeting, subject to its approval at said meeting.
The 2024 compensation policy for non-executive corporate
officers newly appointed by the Board of Directors on the
completion date of Casino Group’s financial restructuring
will be determined at a later date by the Board of Directors
before being submitted for approval to the Annual General
Meeting to be held in 2024.
503
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 >
CASINO AND ITS SHAREHOLDERS
504
C A S I N O G R O U P / 2 0 2 3 U N I V E R S A L R E G I S T R A T I O N D O C U M E N T
Chapter 7Casino and
7.1. The market for Casino securities .................................................................506
its shareholders
7.2. Dividend .............................................................................................................................508
7.3. Share buyback programme ............................................................................509
7.4. Share capital and share ownership ........................................................... 512
7.5. Grants of free shares, share purchase options
and share subscription options ....................................................................526
7.6. Financial reporting ....................................................................................................529
7.7. Shareholders’ Consultative Committee ................................................529
505
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 various debt issues as part of its financial restructuring and in accordance with
its Accelerated Safeguard Plan, which is described in Chapter 1 of this document:
● secured notes (Quatrim HY Notes) which are listed in Luxembourg;
● a term loan (“Term Loan B”); and
● unsecured notes (high-yield notes, EMTNs) which are listed in Luxembourg.
Ratings assigned to the Company and its debt instruments (other than TSSDI undated deeply subordinated bonds)
are as follows:
Casino, Guichard-Perrachon
Restricted default since 29 August 2023
Secured notes (Quatrim HY Notes)
Term Loan B
CCC since 29 August 2023
C since 29 August 2023
Unsecured notes (high-yield notes, EMTNs)
C since 2 May 2023
Fitch Ratings
In the second half of 2023, Moody’s Investors Services, Scope Ratings and Standard & Poor’s withdrew their ratings of
the Company and its debt instruments (other than TSSDI undated deeply subordinated bonds).
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.
Share prices and trading volumes over the past 18 months (source: Euronext Paris)
High and low prices
Number of shares traded
High (€)
14.16
13.18
11.33
13.26
11.04
12.05
12.17
9.80
7.80
8.70
8.40
4.78
3.82
3.04
1.46
1.15
0.86
0.79
Low (€)
10.78
9.38
7.32
9.63
9.50
9.90
9.39
5.57
5.96
5.78
3.93
2.34
2.31
1.34
0.83
0.63
0.55
0.51
(thousands)
6,798
6,397
9,773
7,221
5,175
4,294
7,247
13,696
7,930
10,430
28,435
45,765
26,143
33,266
22,398
18,224
28,387
16,198
Amount traded
(€ millions)
86
75
85
81
55
48
78
101
53
74
179
147
78
66
26
16
26
10
2022
August
2023
September
October
November
December
January
February
March
April
May
June
July
August
September
October
November
December
2024
January
506
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
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.
2019
2020
2021
2022
2023
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
12.17
0.55
0.78
85
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
2019
2020
2021
2022
2023
Closing price (€)(1)
high
low
31 December (closing price on 30 December)
Market capitalisation at 31 December (€ millions)
(1) Source: Bloomberg.
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
4.60
1.20
2.24
773
The company’s shares were admitted for trading on Nasdaq (New York) from 20 November 2014 to 3 March 2017,
when they were delisted.
Since 30 November 2023, Casino Group has held 98.8% of the capital of Cnova N.V., directly and through wholly owned
subsidiaries.
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.
At 31 December 2023, Casino Group held 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)
2019
2020
2021(2)
2022
2023(3)
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
22.69
3.25
4.06
1,097
204
(1) Sources: Bloomberg, Factset.
(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.
(3) The 2023 figures take into account the spin-off of GPA and Grupo Éxito and the separate listing of GPA and Grupo Éxito’s Brazillian
Depository Receipts (BDR) on 23 August 2023.
507
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Almacenes Éxito – Grupo Éxito (Colombia)
The company’s shares are traded on the Colombia Stock Exchange (Bolsa de Valores).
At 31 December 2023, Casino Group directly held 34% of Almacenes Éxito (Grupo Éxito) and indirectly held 13% through
GPA’s minority stake, following the spin-off of GPA and Grupo Éxito in March 2023.
Share price (COP)(1)
high
low
31 December (closing price)
2019
2020
2021
2022(2)
2023
17,980
12,360
13,880
15,940
14,200
17,600
10,000
13,890
11,060
11,490
3,360
3,400
4,539
2,619
3,510
Market capitalisation at 31 December (COP millions)(1)
6,212,748
6,208,830
5,142,974
4,412,739
4,555,504
Market capitalisation at 31 December (€ millions)(1)
1,683
1,483
1,111
849
1,068
(1) Sources: Bloomberg, Factset.
(2) The 2022 figures take into account the 3-for-1 split of Éxito shares, which took effect on 21 November 2022.
Casino Group sold its entire direct and indirect stake in Éxito as part of the public offer launched by the Calleja group. At
24 January 2024, Casino Group no longer holds any Éxito shares(1).
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
2018
339.1
106.6
2019
2020
2021
2022
-
-
-
-
-
-
-
-
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).
Dividend distributions and other payments to Casino shareholders will not be permitted (subject to customary exceptions
for this type of financing) for two years following the date of the financial restructuring. From the end of the second year,
dividend distribution is permitted subject to the absence of any persistent default (or one resulting from said distribution)
and a Total Net Leverage Ratio not to exceed 3.50x.
(1) See Chapter 2, section 2.2 “Recent events” – “Sale of Casino Group's stake in Grupo Éxito”, page 72.
508
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 2023 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 or OTC market 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 €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, 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 2023, the authorisation was used exclusively in connection
with the Company’s liquidity agreement (see below).
509
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Transactions completed in 2023
and until 31 January 2024
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 2023, a total of 5,736,007 shares were purchased under
the liquidity agreement at an average price of €3.94 per
share and 5,296,007 shares were sold at an average price of
€3.92 per share (including 4,314,860 shares purchased and
4,254,860 shares sold using the shareholder authorisation
given on 10 May 2023). At 31 December 2023, the liquidity
account held 440,000 shares and €14.5 million.
From 1 January 2024 to 31 January 2024, a total of
1,355,568 shares were purchased at an average price
of €0.61 per share and 991,868 shares were sold at an
average price of €0.60 per share. At 31 January 2024, the
liquidity account held: 803,700 shares and €14.2 million.
Other stock transactions
In 2023, the Company purchased 28,000 shares at an
average price of €0.66 per share through a service provider
acting on behalf of the Company at an arm’s length basis.
No shares were bought back between 1 January 2024
and 31 January 2024.
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 2023.
Over the 24-month period beginning 31 January 2022
and ending 31 January 2024, the Board of Directors did
not cancel any shares.
510
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Summary of stock transactions
The table below shows details of treasury shares bought and sold between 1 January 2023 and 31 December 2023
and between 1 January 2024 and 31 January 2024, 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 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 31 December 2023
Shares purchased under the liquidity agreement
Shares sold under the liquidity agreement
Shares purchased
Shares sold
Shares cancelled
Free shares granted
67,492
5,736,007
5,296,007
28,000
0
0
(90,970)
444,522
1,355,568
(991,868)
0
0
0
0
0.06
0.41
Number of shares held at 31 January 2024
808,222
0.75
At 31 December 2023, the Company owned 444,522
shares (purchase cost: €0.339 million) with a par value of
€1.53. Based on the closing price at 29 December 2023
(€0.7835), their market value totalled €0.348 million.
At 31 January 2024, the Company owned 808,222 shares
(purchase cost: €0.470 million) with a par value of €1.53.
Based on the closing price at 31 January 2024 (€0.62),
their market value totalled €0.501 million.
Treasury shares are allocated for the following purposes:
● 803,700 shares to the liquidity agreement;
● 4,522 shares to cover stock option plans, employee share
ownership plans or share grant plans for Group employees.
On 31 December 2023, Germinal SNC, an indirectly
controlled wholly owned company, held 928 ordinary shares.
511
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
7.4. SHARE CAPITAL AND SHARE OWNERSHIP
7.4.1. CHANGES IN SHARE CAPITAL
At 31 December 2023, 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 31 January 2024.
Changes in share capital over the past five years
From 1 January 2019
to 31 December 2023
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
Cancellation of
shares
-
-
-
2019
2020
2021
2022
2023
(1,303,186)
(1,993,875)
(37,824,310)
165,892,131.90
108,426,230
-
-
-
-
-
-
-
-
-
-
-
-
165,892,131.90
108,426,230
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 2024 to 31 January 2024.
However, the Accelerated Safeguard Plan approved by the Paris Commercial Court on 26 February 2024 provides for
the share capital transactions described in Chapter 1, section “Impact of the financial restructuring” (page 514) of this
Universal Registration Document.
Unissued authorised capital
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 10
May 2023 granted to the Board of Directors a number of
delegations of competence and authorisations.
It also authorised the Board of Directors to make free share
grants to employees of the Company and related companies.
512
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
All outstanding authorisations and delegations granted to the Board of Directors by the Annual General Meeting of
10 May 2023 that can lead to the issuance of securities carrying rights to shares of the Company are listed below:
Transactions
Maximum amount
Authorisation
date and
resolution
number
Terms and
conditions
Term and
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 in the event of a public offer initiated
by Casino, Guichard-Perrachon for the shares of
another listed company
Capital increase by issuing shares or share
equivalents to pay for contributions in kind made
to the Company comprising shares or share
equivalents
Share grants of existing or new shares to employees
of the Company and related companies
€59 million(1)(2)
With PE*
10 May 2023
(17th resolution)
26 months
9 July 2025
€16.5 million(1)(2)
Without
PE*
10 May 2023
(18th resolution)
26 months
9 July 2025
€16.5 million(1)(2)
Without
PE*
10 May 2023
(19th resolution)
26 months
9 July 2025
€59 million(1)
-
10 May 2023
(22nd resolution)
26 months
9 July 2025
€16.5 million(1)(2)
Without
PE*
10 May 2023
(23rd resolution)
26 months
9 July 2025
10% of the share capital
on the date the issue is
decided(1)
2% of the total number
of shares outstanding on
10 May 2023 (i.e., 2,168,524
shares)
Without
PE*
10 May 2023
(24th resolution)
26 months
9 July 2025
Without
PE*
10 May 2023
(27th resolution)
38 months
9 July 2026
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 2023.
513
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Impact of the financial restructuring
On 11 January 2024, the Company’s shareholder class,
meeting as members of a class of affected parties, approved
the Accelerated Safeguard Plan (as set out in Chapter 1)
incorporating the terms of the financial restructuring. The
approval of the Accelerated Safeguard Plan carried with it
shareholder class approval of all the resolutions included
in Appendix 15 to the Accelerated Safeguard Plan.
These resolutions provide for authorisations and delegations
of powers to the Board of Directors for the purpose of
carrying out share capital increases and other share capital
transactions, as described in Appendix 15 to the Accelerated
Safeguard Plan and which are listed in the table below:
Transactions
Maximum amount
Share capital reduction due to losses via a
decrease in the par value of the shares
€164,807,869.60
Terms and
conditions
Decrease in
the par value of
each share from
€1.53 to €0.01
Authorisation date
and resolution
number
Term and
expiry
11 January 2024
(1st resolution)
6 months
10 July 2024
Capital increase in cash, to be paid up
by offsetting receivables, by issuing new
ordinary shares in the Company, without
pre-emptive subscription rights for existing
shareholders, in favour of the creditors
under the Residual Secured Loans or, where
applicable, their respective Affiliate(s), such
Affiliates constituting a category of persons
meeting specified characteristics
Capital increase in cash, to be paid up
by offsetting receivables, by issuing new
ordinary shares in the Company, with
warrants attached and without pre-emptive
subscription rights for existing shareholders,
in favour of the creditors under the Notes
(Noteholders) or, where applicable, their
respective Affiliate(s), such Affiliates
constituting a category of persons meeting
specified characteristics
Capital increase in cash, to be paid up
by offsetting receivables, by issuing new
ordinary shares in the Company, without
pre-emptive subscription rights for existing
shareholders in favour of the creditors under
the TSSDI notes (TSSDI Holders) or, where
applicable, their respective Affiliate(s), such
Affiliates constituting a category of persons
meeting specified characteristics
(*) PE = pre-emptive subscription rights.
€91,169,536.95(1)
Without PE*
11 January 2024
(2nd resolution)
6 months
10 July 2024
€7,070,600.73(1)(2)
Without PE*
11 January 2024
(3rd resolution)
6 months
10 July 2024
€1,464,360.48(1)
Without PE*
11 January 2024
(4th resolution)
6 months
10 July 2024
(1) Maximum principal.
(2) Excluding any capital increase following the exercise of share warrants attached to the shares in accordance with their terms and
conditions.
514
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Transactions
Capital increase in cash by issuing new
ordinary shares in the Company, without
pre-emptive subscription rights for existing
shareholders in favour of France Retail
Holdings S.à.r.l.
Capital increase by issuing new ordinary
shares in the Company, without
pre-emptive subscription rights in favour
of the Secured Creditors, the Noteholders
and the TSSDI Holders who participated
in the Backstopped Capital Increase in
accordance with the Lock-Up Agreement
and the Guarantors or, where applicable,
their respective Affiliate(s), such Affiliates
constituting a category of persons meeting
specified characteristics
Capital increase by issuing share warrants
carrying rights to new shares of the
Company, without pre-emptive subscription
rights for existing shareholders in favour
of the Noteholders or, where applicable,
their respective Affiliate(s), such Affiliates
constituting a category of persons meeting
specified characteristics
Capital increase by issuing share warrants
carrying rights to new shares of the
Company, without pre-emptive subscription
rights for existing shareholders in favour of
France Retail Holdings S.à.r.l.
Capital increase by issuing share warrants
carrying rights to new shares of the
Company, without pre-emptive subscription
rights for existing shareholders in favour
of the Guarantors or, where applicable,
their respective Affiliate(s), such Affiliates
constituting a category of persons meeting
specified characteristics
Capital increase by issuing share warrants
carrying rights to new shares of the
Company, without pre-emptive subscription
rights for existing shareholders in favour of
France Retail Holdings S.à.r.l.
(*) PE = pre-emptive subscription rights.
Maximum amount
Terms and
conditions
Authorisation date
and resolution
number
Term and
expiry
€212,643,678.16(3)
Without PE*
11 January 2024
(5th resolution)
6 months
10 July 2024
€59,652,928.41(4)
Without PE*
11 January 2024
(6th resolution)
6 months
10 July 2024
€10,830,255.21(1)
Without PE*
11 January 2024
(3rd resolution)
6 months(5)
10 July 2024
€10,559,498.83(1)
Without PE*
11 January 2024
(7th resolution)
6 months(6)
10 July 2024
€10,559,498.83(1)
Without PE*
11 January 2024
(8th resolution)
6 months(6)
10 July 2024
€2,711,496.74(1)
Without PE*
11 January 2024
(9th resolution)
6 months(7)
10 July 2024
(1) Maximum principal.
(3) Maximum principal. The total amount, including issue premiums, is €925,000,000.00.
(4) Maximum principal. The total amount, including issue premiums, is €274,999,999.97.
(5) #3 Share Warrants are exercisable for a period of three (3) months from the twenty-fifth month from their issue date.
(6) #1 Share Warrants are exercisable for a period of four (4) months from their issue date.
(7) #2 Share Warrants are exercisable for a period of three (3) months from their issue date.
515
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Transactions
Capital increase by issuing share warrants
carrying rights to new shares of the
Company, without pre-emptive subscription
rights for existing shareholders in favour of
the Initial Guarantors or, where applicable,
their respective Affiliate(s), the latter
constituting a category of persons meeting
specified characteristics
Capital increase by issuing share warrants
carrying rights to new shares of the
Company, without pre-emptive subscription
rights for existing shareholders in favour of
the Secured Creditors who participated in
the Backstopped Capital Increase under
the conditions set out in the Lock-Up
Agreement and the Guarantors or, where
applicable, their respective Affiliate(s), the
latter constituting a category of persons
meeting specified characteristics
Reverse stock split by allocating one (1) new
share with a par value of one (1) euro for
every one hundred (100) existing shares with
a par value of €0.01 each
Share capital reduction by decreasing the
par value of shares
Capital increase or sale of the Company’s
own shares, without pre-emptive
subscription rights for existing shareholders,
for the benefit of members of a company
savings plan (plan d’épargne d’entreprise)
(*) PE = pre-emptive subscription rights.
Maximum amount
Terms and
conditions
Authorisation date
and resolution
number
Term and
expiry
€2,711,496.74(1)
Without PE*
11 January 2024
(10th resolution)
6 months(7)
10 July 2024
€22,787,908.57(1)
Without PE*
11 January 2024
(11th resolution)
6 months(8)
10 July 2024
100 ordinary
shares with a
par value of
€0.01 each will
be consolidated
into 1 new newly
issued share
with a par value
of €1.00
11 January 2024
(12th resolution)
6 months
10 July 2024
Share capital
reduction by
decreasing the
par value of each
share from €1.00
to €0.01
11 January 2024
(13th resolution)
9 months
10 October
2024
Without PE*
11 January 2024
(14th resolution)
26 months
10 March 2026
N/A
€428,913,066.74
2% of the Company’s
share capital
following completion
of the Share Capital
Increases (excluding
the capital increase
following exercise of
the warrants)
(1) Maximum principal.
(7) #2 Share Warrants are exercisable for a period of three (3) months from their issue date.
(8) The Additional Equity share warrants are exercisable for a period of three (3) months from their issue date.
516
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
The conditions precedent having been lifted, these share
capital transactions are expected to be completed by
27 March 2024.
per 24-month period by cancelling shares held in treasury
stock. This authorisation was given for a period of 26 months
expiring on 9 July 2024.
The Annual General Meeting of 10 May 2022 also authorised
the Board of Directors to reduce the capital by up to 10%
This authorisation was not used in 2023.
Potential number of shares
At 31 January 2024, there were no securities, stock options or free share plans (see section 7.5) potentially conferring
entitlement to share capital, as the share grant plans under way at that date (see section 7.5) concerned existing shares.
Note that share warrants will be issued upon completion of the financial restructuring. The characteristics of these share
warrants are set out below:
Instrument
Additional
Equity Share
Warrants
#1 Share
Warrants
#2 Share
Warrants
Number of
instruments
Shares that may be
issued
2,275,702,846 2,275,702,846
2,111,688,580 2,111,688,580
542,299,348
542,299,348
Exercise period
Exercise price
3 months from
the issue date of
the Additional Equity
Share Warrants
4 years from
the issue date of
#1 Share Warrants
3 months from
the issue date of
#2 Share Warrants
€0.01 per New Share subscribed
upon exercise of Additional
Equity Share Warrants (deducted
in full from premiums and
reserves)
€0.0461 per New Share
subscribed upon exercise
of #1 Share Warrants increased
by 12% per year
€0.0000922 per New Share
subscribed upon exercise of
#2 Share Warrants (the difference
from the par value of the share is
deducted from premiums
and reserves)
#3 Share
Warrants
706,989,066 1,082,917,221
3 years from the twenty-
fifth month from the issue
date of #3 Share Warrants
€0.1688 per New Share
subscribed upon exercise
of #3 Share Warrants
517
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
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.
In accordance with the fifteenth resolution in Appendix 15
to the Accelerated Safeguard Plan approved by the
Company’s shareholder class on 11 January 2024 (as set
out in Chapter 1), and subject to the share capital reduction
decided by the shareholder class on 11 January 2024, the
period required for the allocation of double voting rights
granted by the Company to its shareholders in accordance
with the provisions of Article L. 225-123 of the French
Commercial Code would be reduced from four (4) years
to two (2) years (see also Chapter 8, section 8.1.3 on page
537). This amendment to the Articles of Association should
be in effect by the end of March 2024.
At 31 December 2023, a total of 155,066,192 voting
rights were attached to 107,980,780 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 2023,
the Company directly and indirectly held 445,450 of its
own shares.
Taking into account the gain or loss of double voting
rights by certain shareholders since 1 January 2024 and
the number of treasury shares held directly or indirectly,
a total of 154,681,591 voting rights were attached
to 107,617,080 shares carr ying voting rights as of
31 January 2024. At 31 January 2024, the Company
directly and indirectly held 809,150 of its own shares.
Controlling shareholder
The diagram below shows the Company’s position within
the Group as of 31 January 2024:
Euris(1)
Finatis
92.59% (92.59%(2))
90.81% (90.81%(2))
Foncière Euris
39.57% (55.69%(2))
Rallye
41.52% (57.24%(3))
Casino, Guichard-Perrachon
Listed company
(1) Euris is controlled by Euris holding, which in turn is controlled by
Jean-Charles Naouri.
(2) Theoretical voting rights as described in Article 223-11 of the AMF
General Regulations.
(3)
Including 0.95% of the Casino share capital held in fiduciary trusts
(0.66% of theoretical voting rights).
The share capital increases planned as part of the financial
restructuring plan, which should be completed during
the first quarter of 2024, will lead to massive dilution of
existing shareholders (see Chapter 1). Upon completion of
the financial restructuring:
● the Company will be indirectly controlled by Daniel
Křetínský, who indirectly controls France Retail Holdings
S.à r.l., which will hold 57% of Casino's share capital and
voting rights immediately after the restructuring date and
before the exercise of the share warrants; and
● the Company’s existing shareholders will hold 0.3% of
the Company’s share capital and voting rights.
The breakdown of the Company's capital, on a non-diluted
basis, following completion of the issues, is presented in
Chapter 1.
518
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 2021, 2022 and 2023 and as of 31 January 2024
is as follows:
31 December 2021
Public
of which shares in registered form
Shares
Number
42,429,477
3,596,368
%
39.13
3.32
Voting rights
exercisable at Annual
General Meeting(1)
Theoretical voting
rights(1)
Number
%
Number
%
45,200,295
30.99
45,200,295
30.90
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)
of which Rallye + other shareholders acting
jointly
56,716,271
52.31
90,747,885
62.22
90,747,885
62.04
43,990,632
40.57
78,022,246
53.49
78,022,246
53.34
of which Fiducie Rallye – Equitis Gestion
12,725,639
Vesa Equity Investment(4)
Casino Group employee mutual funds
Treasury shares(5)
TOTAL
31 December 2022
Public
of which shares in registered form
of which shares in bearer form
Rallye group (including Fiducie Rallye –
Equitis Gestion)(2)(3)
of which Rallye + other shareholders acting
jointly
of which Fiducie Rallye – Equitis Gestion
Vesa Equity Investment(4)
Casino Group employee mutual funds
Treasury shares(5)
TOTAL
7,661,041
1,209,474
409,967
11.74
7.07
1.12
0.38
12,725,639
7,661,041
2,252,298
8.72
5.25
1.54
12,725,639
7,661,041
2,252,298
8.70
5.24
1.54
0
0.00
409,967
0.28(6)
108,426,230 100.0 145,861,519
100.0 146,271,486
100.0
Shares
Voting rights
exercisable at Annual
General Meeting(1)
Theoretical voting
rights(1)
Number
%
Number
%
Number
%
39,587,487
3,629,913
35,957,574
36.51
3.35
33.16
42,429,854
27.99
42,429,854
27.98
6,472,280
4.27
6,472,280
35,957,574
23.72
35,957,574
4.27
23.71
56,716,271
52.31
96,019,229
63.35
96,019,229
63.32
43,990,632
40.57
83,293,590
54.95
83,293,590
54.93
12,725,639
10,853,978
1,200,074
11.74
10.01
1.11
12,725,639
10,853,978
2,270,348
8.40
7.16
1.50
12,725,639
10,853,978
2,270,348
8.39
7.16
1.50
68,420
0.06
0
0.00
68,420
0.05(6)
108,426,230 100.00 151,573,409 100.00 151,641,829 100.00
Shares
Voting rights
exercisable at Annual
General Meeting(1)
Theoretical voting
rights(1)
31 December 2023
Public
Number
%
Number
%
Number
37,779,229
34.84
39,827,570
25.68
39,827,570
of which shares in registered form
2,520,145
2.32
4,568,486
2.95
4,568,486
of which shares in bearer form
35,259,084
32.52
35,259,084
22.74
35,259,084
%
25.61
2.94
22.67
Rallye group (including Fiducie Rallye – IQ EQ
Management – formerly Equitis Gestion)
(2)(3)
of which Rallye + other shareholders acting
jointly
of which Fiducie Rallye – IQ EQ
Management (formerly Equitis Gestion)
Fimalac group(4)(7)
EP Global Commerce “EPGC” – VESA Equity
Investment(4)
Casino Group employee mutual funds
Treasury shares(5)
TOTAL
45,023,620
41.52
89,013,622
57.40
89,013,622
57.24
43,990,632
40.57
87,980,634
56.74
87,980,634
56.57
1,032,988
13,062,408
0.95
12.05
1,032,988
13,062,408
0.67
8.42
1,032,988
13,062,408
10,911,354
10.06
10,911,354
1,204,169
445,450
1.11
0.41
2,251,238
0
7.04
1.45
0.00
10,911,354
2,251,238
445,450
0.29(6)
108,426,230 100.00 155,066,192 100.00 155,511,642 100.00
519
0.66
8.40
7.02
1.45
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
31 January 2024
Public
Shares
Voting rights
exercisable at Annual
General Meeting(1)
Theoretical voting
rights(1)
Number
%
Number
%
Number
%
37,385,229
34.48
39,412,669
25.48
39,412,669
25.35
of which shares in registered form
of which shares in bearer form
2,491,118
34,894,111
2.30
32.18
4,518,558
2.92
4,518,558
2.91
34,894,111
22.56
34,894,111
22.44
Rallye group (including Fiducie Rallye – IQ EQ
Management – formerly Equitis Gestion)(2)(3)
of which Rallye + other shareholders acting
jointly
of which Fiducie Rallye – IQ EQ
Management (formerly Equitis Gestion)
Fimalac group(4)(7)
EP Global Commerce “EPGC” – VESA Equity
Investment(4)
Casino Group employee mutual funds
Treasury shares(5)
TOTAL
45,023,620
41.52
89,013,622
57.55
89,013,622
57.25
43,990,632
40.57
87,980,634
56.88
87,980,634
56.58
1,032,988
0.95
1,032,988
13,062,408
12.05
13,062,408
10,911,354
10.06
10,911,354
1,234,469
809,150
1.14
0.75
2,281,538
0.67
8.44
7.05
1.47
1,032,988
13,062,408
10,911,354
2,281,538
0.66
8.40
7.02
1.47
0
0.00
809,150
0.52(6)
108,426,230 100.00 154,681,591 100.00 155,490,741 100.00
(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) These include shares pledged by Rallye as part of the above-mentioned trust agreement (see "Shares held as collateral" below).
(3) Rallye SA (controlled by Foncière Euris, which in turn is controlled by Jean-Charles Naouri) has entered into an agreement with
IQ EQ Management (formerly Equitis Gestion SAS) as trustee:
- On 10 July 2020, a fiduciary trust-management (fiducie sûreté-gestion) agreement was signed, and 9,468,255 Casino, Guichard-
Perrachon shares were transferred in the context of said agreement as collateral for financing secured by Rallye SA 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. On 7 September 2023, the trustee was released
from the trust following repayment of the 9,468,255 Casino shares on 1 August 2023 by F. Marc de Lacharrière (Fimalac).
- On 5 May 2021, two fiduciary trust-management agreements were signed and (i) 2,540,549 Casino, Guichard-Perrachon shares were
transferred in the context of said agreement to a pool of banks and (ii) 716,835 Casino, Guichard-Perrachon shares were transferred to
F. Marc de Lacharrière (Fimalac) as collateral for financing secured by Rallye SA from, on the one hand, a pool of banks and, on the other
hand, 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 entered into by Rallye, the voting rights attached to the
3,257,384 Casino, Guichard-Perrachon shares held in the 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 held in the trust will be immediately
allocated for 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). On 7 September 2023, the trust was released in favour of F. Marc de Lacharrière (Fimalac) following
repayment of the 716,835 Casino, Guichard-Perrachon shares on 1 August 2023. At 31 December 2023 and 31 January 2024, 1,032,988
Casino, Guichard-Perrachon shares remained in the trust for the pool of banks. As part of the agreement signed on 16 June 2023 with
the pool of banks, which has the option of allocating the 2,540,549 Casino, Guichard-Perrachon shares for the repayment of all or part
of the loan taken out by Rallye SA, said pool exercised this option, leading to the repayment of 1,507,561 Casino, Guichard-Perrachon
shares.
(4) Based on the disclosures made to the AMF and/or the Company.
(5) Casino holds 928 shares through Germinal, an indirectly wholly owned company.
(6) Voting rights that will become exercisable again if the underlying shares cease to be held in treasury stock.
(7) On 16 June 2023, F. Marc de Lacharrière (Fimalac) entered into an agreement with Rallye SA under which F. Marc de Lacharrière
(Fimalac) has the option of allocating 10,185,090 Casino, Guichard-Perrachon shares previously transferred by Rallye SA to two fiduciary
trusts in favour of F. Marc de Lacharrière (Fimalac) for the early repayment of all or part of the bonds issued by Rallye SA and subscribed by
F. Marc de Lacharrière (Fimalac).
On 31 July 2023, F. Marc de Lacharrière (Fimalac) exercised the option thus granted, leading to repayment of the 10,185,090 Casino,
Guichard-Perrachon shares on 1 August 2023.
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.
520
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
To the best of the Company’s knowledge, no shareholder
other than (i) Rallye, (ii) Groupe Fimalac (F. Marc de
Lacharrière (Fimalac), Gesparfo and Fimalac Développement)
and (iii) Vesa Equity Investment (controlled by Daniel
Křetínský), which all 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 31
January 2024.
On 31 December 2023, the Company conducted a survey
of holders of bearer shares. The survey identified 41,568
direct holders (compared to 41,213 at 31 December 2022).
The number of the Company's bearer and registered
shareholders is estimated at more than 46,369 (compared
to 45,795 in 2022) and the percentage of share capital held
by private shareholders is estimated at 31.4% (compared
to 26.6% in 2022) (sources: survey of identifiable holders
of bearer shares carried out on 31 December 2023 and
shareholders' register).
Disclosure thresholds
Statutory disclosure thresholds
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, 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 I 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.”
Statutory disclosure thresholds
Between 1 January 2023 and 31 January 2024, the
following notifiable interests were disclosed to the AMF:
■ AMF document 223C0943 of 21 June 2023
Acting jointly, F. Marc de Lacharrière (Fimalac), Fimalac
Développement (controlled directly by F. Marc de
Lacharrière (Fimalac)) and Gesparfo (controlled directly
by Fimalac Développement, which in turn is controlled
directly by F. Marc de Lacharrière (Fimalac)) declared
that they had raised their interest above the 5% statutory
thresholds for Casino, Guichard-Perrachon’s share capital
and voting rights and the 10% statutory threshold for
Casino, Guichard-Perrachon’s share capital on 16 June 2023,
holding 13,062,408 Casino, Guichard-Perrachon shares and
the same number of voting rights, representing 12.05%
and 8.36% of the total, respectively.
The thresholds were crossed as a result of an agreement
dated 16 June 2023 entered into with Rallye SA under
which F. Marc de Lacharrière (Fimalac) has the option of
allocating 10,185,090 Casino, Guichard-Perrachon shares
previously transferred by Rallye SA to two fiduciary trusts
in favour of F. Marc de Lacharrière (Fimalac) for the early
repayment of all or part of the bonds issued by Rallye SA
and subscribed by F. Marc de Lacharrière (Fimalac).
On this occasion, F. Marc de Lacharrière (Fimalac) individually
raised its interest above the 5% thresholds for Casino,
Guichard-Perrachon’s share capital and voting rights.
In accordance with Article 223-14 III and IV of the AMF
General Regulations, the disclosing shareholder stated
that it held:
● an option on 9,468,255 Casino, Guichard-Perrachon shares,
exercisable without any conditions at a value corresponding
to the closing price preceding the exercise of the option,
expiring on 12 June 2025; and
● an option on 716,835 Casino, Guichard-Perrachon shares,
exercisable without any conditions at a value corresponding
to the closing price preceding exercise of the option,
expiring on 22 January 2025.
521
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
■ AMF document 223C1071 of 10 July 2023
Acting in concert, F. Marc de Lacharrière (Fimalac), Fimalac
Développement (controlled directly by F. Marc de Lacharrière
(Fimalac)) and Gesparfo (controlled directly by Fimalac
Développement, itself controlled directly by F. Marc de
Lacharrière (Fimalac)), VESA Equity Investment (controlled
by Daniel Křetínský) and EP Global Commerce – “EPGC”
(controlled by Daniel Křetínský), declared on 4 July 2023
that they had raised their interest above the 5%, 10% and
15% thresholds for Casino, Guichard-Perrachon’s share
capital and voting rights and the 20% threshold for Casino,
Guichard-Perrachon’s share capital, holding 23,973,761
Casino, Guichard-Perrachon shares and the same number
of voting rights, representing 22.11% and 15.34% of the
total, respectively.
The thresholds were crossed as a result of F. Marc de
Lacharrière (Fimalac), Fimalac Développement, Gesparfo,
VESA Equity Investment and EP Global Commerce – “EPGC”
acting in concert towards Casino, Guichard-Perrachon
following the joint submission by EPGC and Fimalac of a
proposal to Casino, Guichard-Perrachon to strengthen Casino,
Guichard-Perrachon’s capital and restructure its balance
sheet, under which, if accepted, EPGC and Fimalac would
obtain control of Casino, Guichard-Perrachon.
■ AMF document 223C1160 of 24 July 2023
Attestor Limited (acting as investment manager for a
number of its funds and investment vehicles) acting in
concert with F. Marc de Lacharrière (Fimalac), Fimalac
Développement, Gesparfo, VESA Equity Investment and
EP Global Commerce – “EPGC”, declared on 15 July 2023
that it had raised its interest above the 5%, 10% and 15%
statutory thresholds for Casino, Guichard-Perrachon’s share
capital and voting rights and the 20% statutory threshold for
Casino, Guichard-Perrachon’s share capital, jointly holding
23,973,761 Casino, Guichard-Perrachon shares and the
same number of voting rights, representing 22.11% and
15.34% of the total, respectively.
The threshold was crossed as a result of Attestor Limited
acting in concert with F. Marc de Lacharrière (Fimalac),
Fimalac Développement, Gesparfo, VESA Equity Investment
and EP Global Commerce – “EPGC” towards Casino,
Guichard-Perrachon, following Attestor Limited’s decision
on 15 July 2023 to participate in EPGC and Fimalac’s new
joint proposal to strengthen Casino, Guichard-Perrachon’s
equity and restructure its balance sheet.
On 15 July 2023, EPGC, Fimalac and Attestor submitted a
joint proposal to Casino, Guichard-Perrachon to strengthen
Casino, Guichard-Perrachon’s capital and restructure its
balance sheet, under which, if accepted, EPGC, Fimalac and
Attestor would obtain control of Casino, Guichard-Perrachon.
The agreement between the parties will come to an end if
the joint offer is not accepted by Casino, Guichard-Perrachon
or if its balance sheet is not restructured.
■ AMF document 223C1267 of 8 August 2023
In accordance with Article 223-11-1-I of the AMF
General Regulations, F. Marc de Lacharrière (Fimalac)
declared on 1 August 2023 that it had individually
raised its interest above the 5% statutory thresholds for
Casino, Guichard-Perrachon’s share capital and voting
rights, individually holding 10,185,190 Casino, Guichard-
Perrachon shares and the same number of voting rights,
representing 9.39% and 6.53% of the total, respectively.
The threshold was crossed as a result of the agreement dated
16 June 2023, entered into with Rallye SA, under which
F. Marc de Lacharrière (Fimalac) had the option of allocating
10,185,090 Casino, Guichard-Perrachon shares previously
transferred by Rallye SA to two fiduciary trusts in favour of F.
Marc de Lacharrière (Fimalac) for the early repayment of all
or part of the bonds issued by Rallye SA and subscribed by
F. Marc de Lacharrière (Fimalac). On 31 July 2023, Fimalac
exercised the option granted on 16 June 2023, leading to
repayment of the 10,185,090 Casino, Guichard-Perrachon
shares on 1 August 2023.
Acting in concert, Attestor Limited, F. Marc de Lacharrière
(Fimalac), Fimalac Développement, Gesparfo, VESA Equity
Investment and EP Global Commerce – “EPGC” have not
crossed any statutory thresholds and hold 23,973,761
Casino, Guichard-Perrachon shares and the same number
of voting rights, representing 22.11% and 15.38% of the
total, respectively.
The above 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.
■ Disclosures likely to result from the restructuring
Following completion of the Group's financial restructuring,
the following entities will cross the ownership thresholds
provided for in Articles L. 233-7 and L. 22-10-48 of the
French Commercial Code:
● France Retail Holdings S.à r.l. will exceed all statutory
disclosure thresholds up to 50% and will hold 57% of
Casino's share capital and voting rights immediately after
the effective date of the restructuring and before the
exercise of share warrants; and
● Trinity Investments Designated Activity Company, a
company incorporated under Irish law, whose registered
office is at Fourth Floor, 3 George's Dock, I.F.S.C., Dublin 1,
Ireland, with Attestor Limited as its management company,
and Monarch Alternative Capital LP will each exceed the
threshold of 5% of the voting rights and capital of Casino(1).
(1) On the basis of the receivables declared on the date of signature of the Lock-up Agreement (as this term is defined in Chapter 1), and
excluding (i) any subsequent transfers of receivables, (ii) shares to be received in respect of the Backstopped Capital Increase (as defined
in the Accelerated Safeguard Plan) and (iii) shares to be received in connection with their status as the Backstop Group (as defined in the
Accelerated Safeguard Plan).
522
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Employee share ownership
On 31 December 2023, Group employees held 1,360,860
shares representing 1.26% of the share capital and 1.56%
of the voting rights, of which:
● 1,204,169 shares through employee savings plans and
● 156,691 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).
different mutual funds;
Shares held by Directors and officers
On 31 December 2023, shares held directly by members
of the Board of Directors or officers represented 0.02%
of the share capital and the voting rights exercisable in
General Meetings. On the same date, with the addition of
the 0.95% of share capital (and the corresponding 0.67%
of voting rights) held in fiduciary trust, 41.54% of the share
capital and 57.42% of the voting rights were controlled
directly or indirectly by these members.
On 31 January 2024, Casino shares held directly by
members of the Board of Directors or officers represented
0.02% of the share capital and the voting rights. On the
same date, with the addition of the 0.95% of share capital
(and the corresponding 0.67% of voting rights) held in
fiduciary trust, 41.54% of the share capital and 57.56%
of the voting rights were controlled directly or indirectly
by these members.
To the best of the Company’s knowledge, transactions carried out in the Company’s securities in 2023 and up until
31 January 2024 by officers and persons who were related parties on the transaction date, were as follows:
Date
Shareholder
Financial
instrument
Purchase/
sale Number
Amount
(€)
31 January
2023
David Lubek, Chief Financial Officer
Shares
Purchase
2,283(1)
11.53 (2)
27 April 2023
Guillaume Appéré, General Secretary and Executive
Committee Secretary
Shares
Purchase
593(1)
7.05 (2)
27 April 2023
Magali Daubinet-Salen, Chief Executive Officer of
Casino Banners
Shares
Purchase
1,184(1)
7.05 (2)
27 April 2023
Hervé Daudin, Executive Director, Merchandise and
Chairman of Achats Marchandises Casino
Shares
Purchase
8,874(1)
27 April 2023
Julien Lagubeau, Chief Operating Officer
Shares
Purchase
9,861(1)
27 April 2023
David Lubek, Chief Financial Officer
Shares
Purchase
8,874(1)
27 April 2023 Matthieu Riché, Director of CSR and Engagement
Shares
Purchase
27 April 2023
Esther Hélène Bitton, Group M&A Director
Shares
Purchase
1,184(1)
789(1)
7.05 (2)
7.05 (2)
7.05 (2)
7.05 (2)
7.05 (2)
31 July 2023
31 July 2023
Stéphanie Zolésio, Member of the Executive
Committee
Hervé Daudin, Executive Director, Merchandise and
Chairman of Achats Marchandises Casino
1 August 2023:
Magali Daubinet-Salen, Member of the Executive
Committee
3 August 2023 Julien Lagubeau, Chief Operating Officer
4 August 2023 David Lubek, Chief Financial Officer
Shares
Sale
6,772(3)
2.60
Shares
Sale 83,753(3)
2.60
Shares
Shares
Shares
Sale
2,974(3)
2.5258
Sale 30,797(3)
2.3320
Sale
21,540(3)
2.4457
(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.
(3) Origin of the shares sold: Vested free shares.
523
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
Shares held as collateral
At 31 December 2023, 45,039,558 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);
● 1,032,988 of the 2,540,549 shares transferred on
10 May 2021 (representing 0.95% of Casino’s share capital)
went to a pool of banks under the fiduciary-trust agreement
entered into by Rallye with IQ EQ Management.
Shareholder agreement
To the best of the Company’s knowledge, there are no
shareholder agreements involving the Company’s shares
other than, on the one hand, the joint disclosures mentioned
in the section above on statutory threshold disclosures,
and on the other hand, the provisions of the shareholder
agreement referred to in AMF decision 224C0062 dated
10 January 2024 waiving the obligation to file a tender
offer for the Company’s shares (Articles 234-8, 234-9, 2°
and 234-10 of the General Regulations).
As mentioned in AMF decision 224C0062 dated
10 January 2024, the main stipulations of the shareholder
agreement establishing the exclusive control of EP Equity
Investment III S.à r.l. (EPEI) over France Retail Holdings
S.à r.l., a special purpose entity incorporated under
Luxembourg law by the members of the Consortium (FRH),
which the members of the Consortium intend to enter
into, subject to the conclusion of ongoing discussions and
the successful completion of the financial restructuring,
would be as follows:
■ General provisions
FRH will hold Casino shares to be issued as part of the
Consortium capital increase (excluding those that may be
subscribed directly by Attestor, through Trinity, for capital
increases, and any potential share warrant issues). The
ownership of FRH’s share capital will be as follows: EPEI
holding approximately 77% of FRH’s share capital and
voting rights, Fimalac holding approximately 15.4% of
FRH’s share capital and voting rights and Attestor holding
approximately 7.7% of FRH’s share capital and voting rights.
FRH’s governance structure will be as follows:
● Fimalac will appoint one or two members of the
Management Board;
● EPEI will appoint all remaining members of the
Management Board, thereby holding the majority of
seats on the Management Board;
● Attestor (i) will not have a seat on the Management Board
and (ii) may appoint a Non-Voting Director.
On 31 December 2023, all Casino shares held by Rallye
(i.e., 41.52% of the Company’s share capital) were pledged
to or registered in trust in favour of financial institutions.
■ Casino’s governance
Composition of the Board of Directors:
The parties to the shareholder agreement will commit
to agreeing on the future composition of Casino’s Board
of Directors, in accordance with Afep-Medef Code
recommendations, notably:
● EPEI may propose the appointment of the majority of
Casino’s Directors;
● Fimalac may propose the appointment of a number of
Directors in proportion to its stake in Casino; and
● Trinity may propose the appointment of (i) a Director and
(ii) an Independent Director in concert with EPEI and as
long as Trinity holds at least 7.5% of Casino’s share capital
(directly and indirectly).
In general, the parties will aim to reduce the size of the
Board of Directors in line with good governance practices.
The parties will commit to (i) voting at all Annual General
Meetings and (ii) ensuring that their representatives on
Casino’s Board of Directors vote, as appropriate, in favour
of any nomination, appointment or removal of a Director
in accordance with the shareholder agreement. The parties
will also agree on the composition of the committees set up
by the Board of Directors, in accordance with Afep-Medef
Code recommendations.
Decisions under review:
EPEI and Fimalac will commit to meeting prior to any Casino
Board of Directors’ meeting or Annual General Meeting to
address the following decisions:
● the delisting of the Company or its transfer from Euronext
Paris to any other regulated market or trading system(1);
● the transfer of the Company’s registered office outside
France;
● any asset disposal (excluding those outlined in the strategic
plan), merger, demerger, spin-off, transfer or any similar
transaction exceeding €750 million;
● entering into any new financing considered unusual in
terms of market practices;
● any decision to significantly change the current activities
of the Company or Casino Group;
(1) The delisting of the Company or its transfer from Euronext Paris to any regulated market or trading system may not be decided or
implemented without approval of the Director appointed by Trinity.
524
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
● any amendment to the Company’s Articles of Association
that adversely affects FRH’s rights and obligations as a
shareholder of the Company;
● any decision to issue shares and/or securities, whether
granting direct or indirect access to the Company’s share
capital, either immediately or in the future, without
pre-emptive subscription rights for existing shareholders,
with the exception of any dilutive transaction carried
out with a third party and having the same impact on
all shareholders (and in particular any free allocation of
shares, or any transfer or merger transaction carried out
with a third party);
● entering into (including amending or extending) or
terminating any agreement with an entity controlled by
EPEI or by EPEI’s ultimate shareholder, with the exception of
current agreements entered into under normal conditions.
Dividend policy
The parties to the shareholder agreement will commit
to supporting any distribution to Casino shareholders
should there be any excess liquidity, taking into account its
contractual obligations, investment needs and leverage ratio.
■ Joint actions
The parties will commit to meeting prior to any Casino
Board of Directors’ meeting or Annual General Meeting to
deliberate on any major decision or project that may have
an impact on Casino’s future development (including the
above-mentioned decisions under review) in order to reach
a consensus whenever possible.
As long as the parties are acting in concert towards Casino,
they will commit to not carrying out any transaction that
may require them to file a tender offer for Casino’s securities.
■ Security transfers and liquidity
On completion of the financial restructuring and subject
to any related holding requirements, the parties to the
shareholder agreement will commit, if Trinity proposes
to sell Casino shares, to ensuring that Casino cooperates
with the process for the sale of said shares. FRH will also
have a right of first offer on any proposed transfer of Casino
shares by Trinity, allowing FRH to maintain at least 50.1%
of Casino’s share capital (fully diluted), subject to the usual
exceptions and limitations. If, after exercise of the right
of first offer, FRH’s stake exceeds 50.1% of Casino’s share
capital, or if FRH waives this right, the right of first offer will
no longer be exercisable for subsequent transfers, except
if the number of Casino shares subject to the right of first
offer is less than the number of Casino shares required to
reach the 50.1% threshold, in which case the right of first
offer will remain exercisable for the remaining balance.
Between the end of the third month following the
completion of the financial restructuring and its fourth
anniversary, Trinity will have liquidity rights over its entire
stake in FRH, which could potentially involve the sale of
Casino shares by FRH (subject to compliance with the
retention commitments made in the context of the financial
restructuring and the provisions of Casino Group’s main
financing agreements). Once the liquidity period ends, FRH
will be required to provide Trinity with a certain number
of Casino shares corresponding to the value of its stake in
FRH. Lastly, Fimalac and Trinity must be actively involved in
any potential proposal for FRH to sell a significant portion
of the Casino shares it holds.
■ Term
The shareholder agreement will be in force for 15 years
and will automatically cease for any party that no longer
holds FRH shares.
525
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
7.5. GRANTS OF FREE SHARES, SHARE PURCHASE
OPTIONS AND SHARE SUBSCRIPTION OPTIONS
During the 2023 financial year, in accordance with the
authorisation granted by the Extraordinary General Meeting
of 17 June 2020 and based on the recommendation of
the Appointments and Compensation Committee, the
Board of Directors approved a free share plan under the
“Key Manager Plan” on 21 April 2023, subject to three-year
performance and service conditions, for a total of 856,777
shares (with a maximum of 1,285,168 shares in the event of
over-performance), representing 0.79% (1.18% maximum
in the event of over-performance) of the share capital at
31 December 2023.
Among these key managers, 27% are women.
The performance conditions of this plan are strictly aligned
with the performance conditions of the long-term cash
incentive bonus plan granted to the Chairman and Chief
Executive Officer in 2023 (see section 6.1.2. of Chapter 6,
page 494).
No shares were granted by the Board of Directors in 2023
pursuant to the authorisation granted by the Annual General
Meeting of 10 May 2023
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 10 May 2023.
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.
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. Since 2014,
this strategy, which was long implemented through share
purchase and subscription options, has been carried out
through the allotment of free shares (“share grants”) and
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, page 494);
● 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.
526
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
SHARE GRANTS
Details of the various plans outstanding at 31 December 2023 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)
Date from
which the
vested shares
may be sold
Number of
beneficiaries
at the grant
date
Number of
shares granted
by the Board of
Directors
Number
of grants
cancelled
Number
of grants
outstanding at
the period-end
Vesting date
15 May 2018
7 May 2019
7 May 2024
8 May 2024
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 10 May 2022
10 May 2025
11 May 2027
17 June
2020
17 June
2020
10 May
2022
28 February
2024
11 May
2024
15 December
2022
31 August
2024
16 December
2024
17 June 2020 21 April 2023
21 April 2026
22 April 2028
TOTAL
2
2
43
1
40
5
10
44
7,809
8,171
0
0
231,932
121,790
3,972
0
7,809(1)
8,171(2)
110,142(3)
3,972(3)
318,727
128,479
190,248(4)
6,798
2,472
4,326(5)
61,836
21,129
856,777
42,840
40,707(5)
813,937(6)
1,496,022
316,710
1,179,312
(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 over a three-year period (2019, 2020 and 2021), each concerning half of the initial grant: growth
in the TSR compared to a sample of nine European companies in the Food Retail index and the Group’s average EBITDAR/net sales ratio.
(2) 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 adjusted EBITDA/net sales
ratio, concerning 50% of the initial grant; (ii) growth in the 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 in 2022).
(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 (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 adjusted 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 171,175 shares at 31 December 2023.
(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 (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 adjusted 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 285,379 shares at 31 December 2023.
(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 (2023, 2024 and 2025), 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 adjusted 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 2025 in France and environmental protection (CO2 emissions reduction in
France by 2025).
Given the potential over-performance level, the number of shares granted by the Board of Directors at its meeting on 21 April 2023
represented a maximum of 1,285,168 shares, and the maximum number of grants outstanding, subject to the achievement
of the above-mentioned performance and/or continuing service conditions, represented 1,220,908 shares at 31 December 2023.
In accordance with the policy applied in prior years, these performance conditions are identical to those of the long-term cash incentive
bonus plan granted to the Chairman and Chief Executive Officer in 2023 (see Chapter 6 for further information about the performance
conditions).
527
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
At 31 December 2023, none of the Company’s corporate officers were beneficiaries of any of the current plans.
Under share grant plans introduced on 15 May 2018, 27 April 2020, 28 July 2021 and 15 December 2021, shares
vested in 2023 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
at the grant
date
Number of
shares granted
by the Board
of Directors
Number
of grants
cancelled
Number
of shares vested
in 2023
15 May 2018
15 May 2018
15 May 2023
16 May 2023
15 May 2018
27 April 2020 27 April 2023
28 April 2025
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
TOTAL
15 December
2021
31 July
2023
16 December
2023
3
46
3
10
3
7,326
3,518
160,033
107,562
7,049
22,641
0
1,788
9,052
2,263
206,101
115,131
3,808(1)
52,471(2)
7,049(3)
20,853(3)
6,789(3)
90,970
(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 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 adjusted EBITDA/net sales ratio.
(2) The share grants were 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 adjusted 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 in 2022).
(3) The share grants are contingent only on the beneficiaries remaining with the Company until the vesting date.
The financial restructuring of the Group has no impact on the rights of beneficiaries of free share plans, meaning the number
of free shares granted will not change or be adjusted as a result of the share capital transactions (with the exception of
the reverse stock split) carried out as part of the Company’s Accelerated Safeguard Plan.
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 2023.
528
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 7 > CASINO AND ITS SHAREHOLDERS
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.
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;
● four permanent Company representatives (Board Secretary,
Finance department, Investor Relations department).
The Committee is expected to meet at least twice a year.
In 2023, it met on 24 March and 30 November.
529
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
530
C A S I N O G R O U P / 2 0 2 3 U N I V E R S A L R E G I S T R A T I O N D O C U M E N T
Chapter 8Additional
information
8.1. General information .................................................................................................532
8.2. Board of Directors’ Internal Rules ............................................................... 539
8.3. Statutory Auditors ........................................................................................................551
8.4. Person responsible for the Universal Registration
Document and annual financial report ................................................ 552
8.5. Documents incorporated by reference ................................................. 553
8.6. Universal Registration Document –
Cross-reference table .............................................................................................. 554
8.7. Annual financial report – Cross-reference table ............................556
8.8. Board of Directors’ management report –
Cross-reference table ...............................................................................................557
8.9. Board of Directors’ corporate governance report –
Cross-reference table ..............................................................................................559
531
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 office, 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
The Company is registered with the Saint-Étienne Trade
and Companies Registry under No. 554 501 171.
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.
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 may, 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.
It may invest in or acquire any interests in any French
or foreign businesses or companies, regardless of their
purpose.
It may 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.
532
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
8.1.1. PROVISIONS OF THE ARTICLES OF ASSOCIATION
CONCERNING THE BOARD OF DIRECTORS AND
MANAGEMENT – BOARD OF DIRECTORS’ INTERNAL RULES
Board of Directors
Composition 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, elected by the Ordinary General
Meeting.
Where applicable, the Board may include, 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.
Director 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 Limitations –
Replacement of Directors Elected
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 financial 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 elected or their terms of office renewed
pursuant to a decision made 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
number of Directors’ terms of office are renewed each
year. In order to enable the system of rotation to operate,
the Ordinary General Meeting may elect a Director for
a period of one or two years, on an exceptional basis.
II. 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.
III. 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. These appointments
must be approved at the next General Meeting.
If a Director elected 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 elect one or more new Directors for the purpose of
securing the required amount of members and resuming
compliance with applicable legal thresholds.
A Director elected to replace another Director remains in
office for the remainder of his or her predecessor’s term
of office.
The election of a new Board member to be added to the
permanent list of members in office may be decided only
by the General Meeting, which must set the term of office.
Organisation, meetings and decisions
of the Board of Directors
■ Board Leadership – Chair of the Board of Directors
(excerpts from Articles 17 and 20 of the Articles of
Association)
The Board of Directors appoints a Chair from among the
natural persons sitting on the Board.
The Chair 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 Chair may 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 Chair's
right to resign before his or her term expires. The Chair is
eligible for reappointment. The Chair's age may not exceed
seventy-five (75) years. Exceptionally, in the event the Chair
reaches the aforementioned age while in office, he or she
will remain Chair until the end of his or her term of office.
533
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
In the event of the Chair’s death or temporary incapacity,
the Board of Directors may designate a Director to serve
as Chair. 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 Chair.
■ Non-Voting Directors
(excerpt from Article 23 of the Articles of Association)
The Ordinary General Meeting may elect Non-Voting Directors,
either natural persons or legal entities, from among the
shareholders. The Board of Directors may elect 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 financial year and held in the year in which the office
expires. Non-Voting Directors are eligible for re-election
indefinitely, and may 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.
Board Decisions
(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 Chair 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 may ask the Chair to call for a meeting
based on a predetermined agenda. The Chief Executive
Officer may also ask the Chair to call a Board meeting to
discuss a specific agenda. A Director may 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 Chair
of the meeting shall have the casting vote. However, in
the event that the Board is composed of less than five
members, decisions may be taken by two Directors in
attendance, provided they are in agreement. Directors
may participate in the deliberations by videoconference
or 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 Chair,
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 terms of operation of Management,
it being specified that this decision does not trigger a
change in the Articles of Association.
The Board may 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 the 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.
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)
may be granted or assigned to any persons, be it Directors
or any other persons.
534
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
Management
Combination of the functions of Chair of the Board of
Directors and Chief Executive Officer (excerpt from Article 21
of the Articles of Association).
Chief Executive Officer
The Management of the Company is the responsibility of
either the Chair 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 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.
The Chief Executive Officer’s term of office is set by the
Board of Directors at its discretion, but may not exceed
three (3) years. The Chief Executive Officer is eligible for
reappointment.
The Chief Executive Officer’s age may not 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 may 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 Chair of the Board of Directors.
Deputy Chief Executive Officers
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 may not appoint 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 may not
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 may not 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 may 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 Chair, 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 18 December 2023
(see pages 539 et seq.).
(1) See Chapter 5 “Corporate Governance Report” for a description of the restrictions on 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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8.1.2. ALLOCATION OF NET PROFIT
(excerpts from Articles 33 and 34 of the Articles of Association)
The income statement breaks down the income and
expenses for the financial year. After deducting amortisation,
depreciation and provisions, it shows the profit or loss of
the financial year.
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.
From this profit, net of any losses carried forward, as the
case may be, is first withheld: at least five per cent to fill the
legal reserve fund, which stops being mandatory when the
amount of the reserve held in said fund reaches one-tenth
of the share capital, but continues to apply if, for any reason
whatsoever, the legal reserve falls below said threshold, and
any sums to be allocated to reserves 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 financial year profits are not high enough to make
this payment, amounts cannot be withheld from profits
expected in future financial years.
The surplus is available to the General Meeting for
distribution to all shares.
However, the Annual General Meeting may decide, as
suggested by the Board of Directors, provided the legal
reserve is filled and the 5% interest on the nominal value
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 may 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 Ordinar y General Meeting may 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.
536
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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 convened under the conditions
required by law.
The General Meeting brings together all shareholders,
irrespective of the number of shares each of them holds.
The right to participate in General Meetings is subject to
the registration of shares in a securities account in the
name of the shareholder or the intermediary registered on
the shareholder’s behalf if the shareholder resides outside
France, within the timeframe provided for 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 certificate of share
ownership (attestation de participation) delivered by the
latter electronically, as the case may be, in the appendix to
the form for voting by post 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 specified 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 office
is located or at any other location in France, as specified by
the party calling for the meeting.
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 the
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 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.
Following the approval of the Accelerated Safeguard Plan
by the shareholder class meeting on 11 January 2024, in
accordance with the Lock-Up Agreement entered into on
5 October 2023 and with the 15th resolution in the
Appendix to the Accelerated Safeguard Plan, the period
required for the allocation of double voting rights granted
by the Company to its shareholders will be reduced from
four years to two years, subject to completion of the
financial restructuring. The Company’s Board of Directors
will be called upon to acknowledge the entry into force of
the Company’s new Articles of Association and paragraph
III of Article 28 will be amended as follows:
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 the
applicable legal conditions, to all fully paid-up shares
effectively held in registered form in the name of the
same shareholder for at least two (2) 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 rest of the Article is unchanged.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
8.1.4. IDENTIFICATION OF SHAREHOLDERS
(excerpts from Article 11 of the Articles of Association)
The Company or its agent may, under the 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 (Code
monétaire et financier), 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. Should the holders of these securities or the
intermediary of whom this information is requested fail
to disclose it under the applicable legal conditions, the
Company may suspend, or even remove the voting rights
and dividend rights attached to the shares or securities
granting immediate or future access to the share capital for
which these persons have been registered in an account.
Statutory disclosure 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, 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.
538
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
8.2. 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 elected 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 Chair or in the Chair’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 Chair to call a meeting to discuss a
specific agenda. The Chief Executive Officer may also ask the
Chair 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.
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 Chair of the
meeting casts the deciding vote.
In accordance with the legal and regulatory provisions, the
Chair of the Board of Directors may authorise the members
of the Board to attend meetings via videoconference or
other means of telecommunication.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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 Chair 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 Chair
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 Chair may allow a Director to participate
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 Chair 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 Chair, 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 Chair 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 Chair of the Board of Directors, which
will be answered.
Article 3. Board meeting minutes
Board resolutions are recorded in minutes signed by the
Chair 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 Chair
of the Board of Directors.
The Chair of the Board, the Chief Executive Officer, a Deputy
Chief Executive Officer, the Director temporarily acting as
Chair, the Secretary of the Board, or a duly empowered
representative can validly certify copies or excerpts of
meeting minutes.
540
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 Chair and
Vice-Chair or Chairs 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 a period of one
(1) year from their entry into office or the renewal of
their term of office to increase their holding of shares to
this minimum level. Shares of the Company held by the
Directors must be held in direct registered or administered
registered form under the conditions set by applicable law
and regulations. These provisions do not apply to Directors
representing employees.
II.
AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS
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 Management
authority should be exercised, either by the Chair 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.
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.
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 “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
“Management” below).
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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 Chair 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.
In the event of the Chair’s death or temporary incapacity,
the Board of Directors may designate a Director to serve
as Chair. 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 Chair.
Article 8. 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 scope
of the Company’s corporate purpose, subject to the powers
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;
● 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,
Between Board meetings, Directors are sent all important
information concerning the Company and, in particular,
any document sent by the Company to its shareholders.
- issues or acceptances of loans, borrowings, credit facilities
or short-term advances,
- settlements or arbitration agreements, in the event
Article 7. Chair of the Board of Directors
The Chair 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 Chair is elected for a period that cannot exceed his
or her term of office as Director. If, while in office, the
Chair 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.
of 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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.
As an exception to the above, until the completion date of
the Group’s restructuring (i.e., until 30 April 2024 at the
latest), the Lock-Up Agreement entered into on 5 October
2023 with, in particular, the Consortium, stipulates that
the issue of a guarantee or any other equivalent financial
commitment for an amount exceeding 20% of the Group's
estimated adjusted EBITDA for 2023 shall be subject to
the prior consent of the Consortium (except in respect
of (a) financial commitments necessary to operate the
ongoing business and (b) commitments described in
the Group's existing financial communication as at 5
October 2023 or in the financial statements presented in
the Company's 2022 Universal Registration Document).
● 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, he or she may also negotiate,
implement, roll over and extend short-term advances
up to a maximum amount of €1 billion.
As an exception to the above, until the completion date
of the Group’s restructuring (i.e., until 30 April 2024
at the latest), the Lock-Up Agreement entered into on
5 October 2023 with, in particular, the Consortium,
stipulates that any new significant debt shall be subject
to the prior consent of the Consortium (except in the
case of the financing of working capital requirements
and operating losses at pre-existing market conditions
(standard interest rate), provided that it is reasonable
to finance these requirements other than by using the
RCF or available cash).
● 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.
As an exception to the above, until the completion date
of the Group’s restructuring (i.e., until 30 April 2024
at the latest), the Lock-Up Agreement entered into on
5 October 2023 with, in particular, the Consortium,
stipulates that any new significant debt shall be subject
to the prior consent of the Consortium (except in the
case of the financing of working capital requirements
and operating losses at pre-existing market conditions
(standard interest rate), provided that it is reasonable
to finance these requirements other than by using the
RCF or available cash).
● Repurchase of debt securities
The Chair 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.
As an exception to the above, until the completion date
of the Group’s restructuring (i.e., until 30 April 2024
at the latest), the Lock-Up Agreement entered into on
5 October 2023 with, in particular, the Consortium,
stipulates that any debt buybacks shall be subject to
the prior consent of the Consortium.
● Sureties and security interests given by Casino concerning
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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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.
As an exception to the above, until the completion date
of the Group’s restructuring (i.e., until 30 April 2024
at the latest), the Lock-Up Agreement entered into on
5 October 2023 with, in particular, the Consortium,
stipulates that the issue of a guarantee or any other
equivalent financial commitment for an amount
exceeding 20% of the Group's estimated adjusted
EBITDA for 2023 shall be subject to the prior
consent of the Consortium (except in respect of (a)
financial commitments necessary to operate the
ongoing business and (b) commitments described
in the Group's existing financial communication as at
5 October 2023 or in the financial statements presented
in the Company's 2022 Universal Registration Document).
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.
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 may not 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 Chair, 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 Chair 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.
544
Minutes are prepared after each Committee meeting, unless
specifically provided otherwise, under the authority of the
Committee Chair. Such minutes are sent to all Committee
members. Once approved by the Committee, they are
also available to all Board members. The Committee Chair
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.
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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 Chair, 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 Chair,
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 Audit Committee may meet with any person involved
in the operational management of the Company and its
subsidiaries, in particular, including when members of
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 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.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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.
■ 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 any agreements
and 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 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 Chair 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
Chair 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 Chair, 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 Chair, 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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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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;
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 Chair, 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 Chair,
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;
● periodically assessing the independence of Directors
based on the criteria set forth in the Afep-Medef Code;
● preparing information for the Board of Directors’ review
of corporate governance-related issues;
● 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 Chair
and Chief Executive Officer’s proposal.
● 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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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
■ 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 Chair 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.
the results thereof, and expresses or makes any opinion or
recommendation to the Board of Directors.
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 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 Management.
■ 12.2.5. Corporate Social Responsibility (CSR)
■ 12.2.6. Management of conflicts of interest
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 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.
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 Chair and Chief
Executive Officer and upon review by the Appointments
and Compensation Committee.
The Lead Director ensures that combining the roles of Chair
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.
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 Chair 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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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
V.
NON-VOTING DIRECTORS
Article 14. Non-Voting Directors
The Ordinary General Meeting may elect Non-Voting
Directors, either natural persons or legal entities, from
among the shareholders. The Board of Directors may elect
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. Information provided to
Directors
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.
Directors must request the information they deem necessary
for the successful performance of their responsibilities. To this
end, they must request from the Chair, 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 17. Protection of the Company’s
interests – Conflicts 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.
Each Director must consult with the Chair 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 Chair may refer
such matters to the Governance and Social Responsibility
Committee and the Board of Directors.
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.
The Board of Directors discusses its operations once per year.
The Board of Directors also routinely conducts an assessment
of its own operations. The Chair of the Board of Directors calls
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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 Chair of the Board
of Directors and Management. These meetings are chaired
by the Lead Director.
Article 19. Presence of Directors –
Aggregation of offices
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 they serve.
Article 20. Confidentiality
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.
Article 21. Shareholding –
Dealing in the Company’s shares
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. Members of the Board 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 18 December 2023.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
8.3. STATUTORY AUDITORS
8.3.1. STATUTORY AUDITORS
KPMG S.A.
Deloitte & Associés
Signing partners: Éric Ropert (since 2022) and Rémi
Vinit-Dunand (since 2022).
Signing partners: Stéphane Rimbeuf (since 2022).
Date first appointed: 29 April 2010.
Date first appointed: 10 May 2022.
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.
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.
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 (Loi de sécurité financière) of 1 August 2003, one of
the signing partners from Deloitte & Associés was rotated
for the first time in 2016, then in 2022.
8.3.2. 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.
551
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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.”
12 March 2024
Jean-Charles Naouri
Chairman and Chief Executive Officer
552
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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 2022:
the management report, the consolidated financial
statements and the accompanying Statutory Auditors’
report are presented in the 2022 Universal Registration
Document, which was filed with the Autorité des marchés
financiers on 4 April 2023 under No. D.23-0227, on
pages 2 to 62, 70 to 181 and 63 to 69.
● For the year ended 31 December 2021:
the management report, the consolidated financial
statements and the accompanying Statutory Auditors’
report 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 and 41 to 47.
Other information contained in the 2022 Universal
Registration Document and the 2021 Universal Registration
Document has, where applicable, been replaced by or
updated with the information contained in this Universal
Registration Document. The 2022 Universal Registration
Document and the 2021 Universal Registration Document
are available at the Company’s registered office and online
at www.groupe-casino.fr/en.
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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 financial review
7.1. Financial position
7.2. Operating results
Pages
552
552
370 to 372
Table of contents
551
389 to 409
532
532
532
532
20 and 21, 25 to 49, 65 to 67
25 to 49, 65 to 67
6 to 19, 61, 67, 71 to 73
73
n/a
n/a
90 and 91, 114, 121, 123, 151 to 159,
206, 222 to 224
15, 20 to 23, 25 to 49, 57
57, 195, 238
6 to 14, 22, 60, 68 to 70,
86 to 198, 204 to 239
22, 60, 65 to 69, 74,
76, 86 and 87, 204
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
8. Capital resources
8.1. Information concerning the issuer’s capital resources
8.2. Sources and amounts of the issuer’s cash flows
8.3. Information on the borrowing requirements and funding structure
of the issuer
Pages
74, 184 to 189, 205, 227 and 228,
512 to 528
90 and 91, 120 to 123, 206
6 to 14, 16 to 19, 106 to 108, 160 to
173, 225, 229 to 232
8.4. Information regarding any restrictions on the use of capital resources that
179 to 183, 229 to 232
have materially affected, or could materially affect the issuer’s operations
8.5. Information regarding the anticipated sources of funds needed to
fulfil commitments referred to in item 5.7
6 to 15, 16 to 19, 96 to 99, 104 to
108, 179 to 181
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
10.2. Trends, uncertainties, demands, commitments or events that are reasonably
likely to have a material effect on the issuer’s prospects for at least the current
financial year
11. Profit forecasts or estimates
12. Administrative, management and supervisory bodies and Management
532
65 to 67, 71 and 72
71 to 73
n/a
12.1. Board of Directors and Management
50 to 52, 416 to 429
12.2. Administrative, management and supervisory bodies and Management
408 and 409, 478 to 484
conflicts of interest
13. Compensation and benefits
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,
490 to 502
142 to 145, 228
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
417, 431 to 447, 448
192, 479 to 482
461 and 462, 467 to 475,
482 to 484
416, 486
448 to 458
147
15.2. Shareholdings and stock options
146 and 147, 227, 497, 526 to 528
15.3. Arrangements for involving the employees in the issuer's capital
523
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
518 to 520
518, 537
14, 518, 522, 524
16.4. Arrangements which may result in a change of control of the issuer
10 to 14, 522
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
17. Related-party transactions
18. Financial information concerning the issuer’s assets and liabilities,
financial position and profits 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
78, 116, 192, 233, 408, 416,
425, 429, 479 to 482, 546
86 to 198, 204 to 239, 553
n/a
79 to 85, 199 to 203
243 to 250
508
191 and 192, 404 and 405
6 to 15
512
532 to 538
10 to 14, 16 to 19, 61 to 64, 71 and 72,
77, 113 and 114, 175 to 183
532
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
199 to 239
79 to 198
557
552
Statutory Auditors’ report on the parent company and consolidated financial statements
79 to 85, 199 to 203
Board of Directors’ report on corporate governance
Statutory Auditors’ comments on the Board of Directors’ report on corporate governance
559
202
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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)
Operations and results of the Company, its subsidiaries and the companies
that it controls
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
The Group’s financial risk management policy, the Group’s exposure to price, credit,
liquidity and treasury risk and information on the use of financial instruments
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
Pages
6 to 15, 20 to 49,
60 to 78
20 to 49, 55, 60 to
78, 193 and 194
22, 60
21, 23, 355 to 357
71 and 72, 193 and
194, 235 and 236
389 to 409
99, 331 to 340, 403
377 to 388
175 to 183, 389
and 390, 402
77
73
74
75
74
256 to 267,
365 to 369
303 to 327
n/a
557
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT 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
512 to 522
519 and 520
Information on Directors’ and related parties’ dealings in the Company’s shares
519 and 520, 523
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
523
509 to 511
n/a
528
76
508
n/a
Losses exceeding half of the share capital
74 to 76, 227
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
88
237
559
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
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 2023
or granted to him in respect of that year
Compensation paid to non-executive corporate officers in 2023 or granted to them
in respect of that year
Compensation policy for the Chairman and Chief Executive Officer in respect of 2024
Compensation policy for non-executive corporate officers in respect of 2024
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, 2 of the French Commercial Code
Table of delegations of authority for capital increases
Review process of arm’s length agreements by the Board
Management
Composition of the Board of Directors
Preparation and organisation of the Board of Directors’ work
Pages
490 to 494, 496, 497
498 to 502
495
503
431 to 447
487
513 to 516
481 and 482
425 and 426
415 to 417
459 to 486
Diversity policy applied to the members of the Board of Directors and balanced
representation in management bodies
415, 418 and 419, 420,
422, 430
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
427 and 428
416, 486
537
487
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CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT CHAPTER 8 > ADDITIONAL INFORMATION
560
CASINO GROUP / 2023 UNIVERSAL REGISTRATION DOCUMENT Financial Communications
and Investor Relations
Christopher WELTON
Phone: +33 (0)1 53 65 64 17
cwelton.exterieur@groupe-casino.fr
ou
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
Registered office (postal address)
90-110, esplanade du Général-de-Gaulle
92931 Paris-La Défense 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, Alex Heyoka/YOKA,
M. Alibert, EQ/SB, 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
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