Board of Directors

Independent Members

Luis Fernando Alarcón (Chairman)

Appointment date: June 11, 2015

Other Boards of Directors to which he currently belongs: Grupo de Inversiones Suramericana S.A. – SURA, Emgesa S. A, Frontera Energy Corp y Fundación Plan.

Has previously been member of several Boards of Directors including: Avianca, Banco de Bogotá, Bolsa de Valores de Colombia, Bavaria, Caracol S. A., Cafesalud, Valores Bavaria and Caracol Televisión. Current Chairman of the Board of Governors at the Universidad de Los Andes.

It’s currently 66 years. Civil Engineer and Postgraduate Degree in Economics at the Universidad de Los Andes. Master’s of Science in Civil Engineering (Hydraulic Systems) at the Massachusetts Institute of Technology (MIT). He also took part in the Advanced Management Program at Oxford University.

Former CEO of Interconexión Eléctrica S.A. (ISA), President of Asofondos and of Flota Mercante Grancolombiana, Ministry of Finance and Executive Director of the Inter-American Development Bank.

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Felipe Ayerbe Muñoz

Appointment date: October 11, 2010

Other Boards of Directors to which he currently belongs: Banco de Occidente S.A.

He previously was a member of several Boards of Directors, as Former Chairman of the Carulla Vivero S.A. and Banco Andino Boards of Directors. Former member of the Aseguradora del Valle and Compañía de Financiamiento Comercial International Boards of Directors.

Nowadays 67 years old. Lawyer and Ph.D. In Business Law at the Universidad de Los Andes. Studies in Arbitration, International Law and Common Law at New York University. Former primary advisor on acquisition transactions for large companies such as Carulla Vivero y Almacenes Vivero S.A; Carulla Vivero S.A and Surtimax; Productos Yupi S.A – McCain and Yupi Ecuador, among others.

Former legal advisor on issues related to acquisitions, shareholder contracts and shareholder representation. Through this position, he generated value given his expertise in Financial, Business and Corporate Law.

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Ana María Ibáñez

Appointment date: March 20, 2014

Other Boards of Directors to which she currently belongs: Banco Bilbao Vizcaya Argentaria Colombia S.A. - BBVA y Fundación Éxito.

Former member of the Academic Council of the Universidad de Los Andes, the World Bank Commission on Global Poverty Advisory Group and the Ministry of Finance's Advisory Committee on Fiscal Rule. She has participated in and has lead forums and researches on sustainability, diversity, inclusion and female leadership.

With 48 years, is an Economist at the Universidad de Los Andes. Master’s and Doctoral degrees in Agricultural Economics and Natural Resources at the University of Maryland, College Park. From 2012 to 2016, Dean of the School of Economics at the Universidad de Los Andes. Current professor at Universidad de Los Andes.

She is member of the United Nations Peacebuilding Fund Advisory Group, as well as member of the Almacenes Éxito S.A. Board of Directors. Former researcher and consultant at: Fedesarrollo, the World Bank, the Universidad de Los Andes, the University of Maryland, College Park, the Inter-American Development Bank, the Ministry of the Environment, the Central Bank of Colombia, the Colombian Coffee Growers Federation and the “Estrategia Económica y Financiera” journal.

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Daniel Cortés McAllister

Appointment date: March 30, 2016

Other Boards of Directors to which he currently belongs: Grupo de Inversiones Suramericana S.A. – SURA, Emgesa S. A., Frontera Energy Corp and Fundación Plan.

Previously he was member of several Boards of Directors including: Avianca, Banco de Bogotá, Bolsa de Valores de Colombia, Bavaria, Caracol S. A., Cafesalud, Valores Bavaria and Caracol Televisión. Current Chairman of the Board of Governors at the Universidad de Los Andes.

Now 50 years old, is a Civil Engineer and Postgraduate Degree in Economics at the Universidad de Los Andes. Master’s of Science in Civil Engineering (Hydraulic Systems) at the Massachusetts Institute of Technology (MIT). He also took part in the Advanced Management Program at Oxford University.

Former CEO of Interconexión Eléctrica S.A. (ISA), President of Asofondos and of Flota Mercante Grancolombiana, Ministry of Finance and Executive Director of the Inter-American Development Bank.

Resume

Non Independent Members

Josseline de Clausade

Appointment date: March 27, 2018

Currently does not belong to other Boards of Directors.

Mrs. Josseline de Clausade is a graduate of the University of Paris - Dauphine, the Institute of Political Studies of Paris and the National School of Administration. She currently serves as the President´s advisor and Managing Director of the Groupe Casino in international affairs, public and administrative law and international cooperation. Mrs. Clausade has more than 35 years of experience in matters of internal government, civil service and European and diplomatic affairs. She has served as an officer in the Council of State, as an advisor in various ministries and as General Consul of France in Los Angeles. Her career in the private sector has been developed in Groupe Casino and Areva, where she served as Senior Vice President and Secretary of the Supervisory Board. Currently Mrs. Clausade is 65 years old.

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Hervé Daudin

Appointment date: March 30, 2016

Other Boards of Directors to which he currently belongs: Via Varejo S.A., Cdiscount S.A., Distribution Casino France, European Marketing Distribution and Achats Marchandise Casino.

Now 51 years old, has a Degree in Physics at the École Normale Supérieure of Paris with a Ph.D. in Economics at the École des Ponts ParisTech.

Current member of the Executive Committee and Marketing Director of Groupe Casino.

Was General Counsel of Economic and Social Investment for the Treasury Department. Previous roles as: Court Advisor for ASF, SANEF, ATMB, AFTRP Epamarne, SNCM and STIF.

Former top-level official at the Ministry of Economy and Finance.

Former Director of Strategy and Planning and the Executive Committee Secretary within Groupe Casino.

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Jean-Paul Mochet

Appointment date: March 23, 2018

Currently does not belong to other Boards of Directors.

Jean-Paul Mochet, is a member of the Executive Committee of the Casino Group and General Manager of Franprix and Proximity Formats (Petit Casino, Casino Shop, Spar, Vival, Leader Price Express, Sherpa). Currently 53 years.

After starting his professional career as an independent entrepreneur in the catering industry, Mr. Mochet served as Director of Restaurants and Regional Director Paris of the Quick chain. Mr. Mochet joined the Casino Group in 2000, where he has assumed various operational responsibilities including, among others, Supermarket Director, Regional Director West Paris, Director of Supermarket Operations Casino and General Director of Franprix.

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Philippe Alarcon

Appointment date: March 16, 2012

Other Boards of Directors to which he currently belongs: GreenYellow Energía de Colombia S.A.S.

Nowadays 60 years old, has Degree in Finance and Accounting at the Institute of Technology of the Saint-Etienne University.

International career with Groupe Casino since 1984 with roles that have included: Chief Financial Officer of Supermarkets, member of the Rally Steering Committee, Chief Financial Officer of "Cafetería Casino," Chief Financial Officer for Groupe Casino in Poland and subsequently CEO of Immobilière Group Casino. Current Vice President of International Business and Chief Executive Officer of Real Estate for Groupe Casino internationally.

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Bernard Petit

Appointment date: March 20, 2014

Other Boards of Directors to which he currently belongs: Grupo Disco Uruguay S.A., Libetad S.A., GreenYellow Energía de Colombia S.A.S., Codim, Mercados Devoto S.A. and Casino Finance and Services.

Previously he was a member of several Board of Directors including: Cdiscount S.A. and Banque Casino.

Nowadays 58 years old, is a Public Accountant with Master’s in Accounting.Various responsibilities within Groupe Casino since 1983, including Director of Accounting, Management Control and Audit. Chair of the Casino Services organization.

Current Associate Chief Financial Officer of Groupe Casino, Latin America.

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Board of Directors Committees

Sustainability Committee

Recommend the Company's sustainability strategy for approval by the Board of Directors, which shall include best practices.
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Sustainability Committee 

  • Ana María Ibáñez Londoño (Independent Director)
  • Felipe Ayerbe
  • Jean Paul Mochet
  • Hervé Daudin
  • Josseline De Clausade

Main duties:

  • Recommend the Company's sustainability strategy for approval by the Board of Directors, which shall include best practices.
  • Follow up on the implementation of the sustainability strategy approved by the Board of Directors, ensure compliance and suggest changes, updates and improvements when necessary, in order to promote its management and implementation in each of the Company's activities.
  • Evaluate and recommend to the Board of Directors for its approval projects, proposals and special campaigns through which the Company's sustainability strategy is evidenced, as well as to contribute to the improvement of social and / or environmental problems.
  • Advise the Board of Directors on matters related to sustainable development, including the evaluation from the sustainable point of view of their investment strategies or initiatives.
  • Evaluate and approve the Annual Sustainability Report.

Audit and Risks Committee

The Audit and Risks Committee is comprised exclusively of all the Independent members.  read more...

Audit and Risks Committee

  • Luis Fernando Alarcón Mantilla (Independent Director)
  • Ana María Ibáñez Londoño
  • Felipe Ayerbe Muñoz
  • Daniel Cortés McAllister

The Audit and Risks Committee is comprised exclusively of all the Independent members.

Among its functions, it is worth highlighting the follow-up to processes related to the following:

  • Financial information and reports
  • Enterprise risk management
  • Architecture and internal control system (including monitoring internal and external audits)
  • Regulatory compliance (with a greater focus on preventing money laundering and financing terrorism)
  • Transparency Program
  • Personal data protection program
  • Transactions between Related Parties, as well as the management of conflicts of interest presented by the members of the Senior Management and the Board of Directors
  • Review of the Annual Report.

Financial Committee.

Advise the Board of Directors and Senior Management regarding cash investments of the Company,
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Financial Committee

  • Daniel Cortés McAllister (Independent Director)
  • Felipe Ayerbe Muñoz
  • Bernard Petit
  • Philippe Alarcon

Functions:

  • Advise the Board of Directors and Senior Management regarding cash investments of the Company, within the framework of the policies adopted by the Board of Directors.
  • To follow up on cash investments of the Company and define an action framework for their execution.
  • Analyze the projections of economic research and relevant impacts in terms of the Company's exchange exposure and its investments.
  • To follow up on debt status, proposing policies for its management and monitor its proper implementation.
  • Study and approve the proposals related to the creation, modification and cancellation of the debt, and, in general, all those proposals related to the indebtedness of the Company.
  • Study and decide to submit to the approval of the Board of Directors the issue of debt in the local and international financial markets.
  • To follow up on the indebtedness indicator and the objectives of the Company´s cash flow.

Appointments, Remuneration and Corporate Governance

The Board of Directors shall create an Appointments,
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Appointments, Remuneration and Corporate Governance Committee,

  • Felipe Ayerbe Muñoz (Independent Director)
  • Luis Fernando Alarcón Mantilla
  • Ana María Ibáñez Londoño
  • Daniel Cortés McAllister
  • Philippe Alarcon
  • Hervé Daudin

The Board of Directors shall create an Appointments, Remuneration and Corporate Governance Committee, which will be composed of majority of independent members. Meetings shall also be attended by a representative of the Vice President of Human Resources, with voice but no vote.

Functions:

  • Ensure the validity and effective compliance of the Corporate Governance Code and settle claims related to it.
  • Assist the strategy of Human Resources and monitor staff expenses.
  • To support the President of the Board of Directors in carrying out the annual evaluation of the Board of Directors and its Committees, review the results of the process and formulate suggestions for its proper functioning (if this function is not expressly attributed to another Committee).
  • Outline general policies for the election and individual and collective evaluation of each of the Chairs, Vice-presidents and Managers of the Company according to the duties and responsibilities assigned to them, including variable remuneration when it is associated with performance.
  • Determine and supervise the parameters that must be followed to adopt the requirements that must be fulfilled by Chairs and Vice-presidents in terms of their remunerations and acknowledgements.
  • Regulate the possibility of transferring shares of the Company to employees as remuneration, acknowledgement or incentive.
  • Determine the guidelines to be followed by Internal Audit in order to control the activity of the directors.

Expansion Committee

Review and approval of the annual expansion plan of the Company that includes retail and Real Estate.
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Expansion Committee

  • Luis Fernando Alarcón Mantilla (Independent Director)
  • Daniel Cortés
  • Bernard Petit
  • Philippe Alarcon
  • Tatiana Aristizábal Londoño (external advisor)

Functions:

  • Review and approval of the annual expansion plan of the Company that includes retail and Real Estate.
  • Review and validation of the dossier of the most relevant investment projects associated with the expansion plan.
  • Monitoring of the annual expansion plan of retail and real estate business.
  • Review of financial aspects associated with the expansion: investment (Capex) per year, disinvestment of assets, annual investment and sales forecasts.
  • Review and recommendation of approval of specific real estate transactions.