Shareholding Control
The shareholding control of Grupo Pão de Açúcar is divided between the Diniz Group and the Casino Group. In 2005, the parties came together to align the interests of minority and other shareholders, resulting in the shared control of the Company, with 50% held by the Diniz Group and 50% by the Casino Group. The partnership allows the exchange of information and know-how between the groups to enable cooperation between important areas such as Global Sourcing and Exclusive Brands.

The Casino Group is one of the largest retail chains in France, with more than 10,000 stores and sales of more than €27.8 billion in 2008. The conglomerate has alliances with other retail companies around the world, with units or interest held in companies located in the islands in the Indian Ocean, in Venezuela, Colombia, Uruguay, Argentina and Brazil in Latin America, in Thailand and Vietnam in Asia, as well as the Netherlands and France in Europe.

Organizational Structure

The organizational structure of Grupo Pão de Açúcar is as follows:



Related to this structure are the Corporate area and Business Units, which include all of the
Company’s banners.

Board of Directors [4.3, 4.4]
The Board consists of 14 members, including the Chairman of the Board and 13 members, who are elected by the shareholders, with five representing the Diniz Group, five representing the Casino Group and four independent members. The Board of Directors defines the company’s strategic guidelines, conducts the corporate governance process, elects the executive officers and oversees top management.

Executive Board
The Executive Board consists of nine career professionals, including the CEO, three Vice Presidents and five Officers, who manage the business according to the guidelines laid down by the Board of Directors.

Advisory Council
It consists of ten independent members who meet periodically to recommend to the Board of Directors measures that help to develop the Company’s businesses and operations.

Committees [4.1]
The Group also has four special committees: Audit, Finance, Human Resources and Remuneration, and Innovation and Development.

Corporate Governance
Grupo Pão de Açúcar adopts the precepts of transparency, efficiency and security in management, generating value for shareholders and increasing the liquidity of its shares. Investor services are the responsibility of the Investor Relations department, which conducts meetings and conferences in Brazil and abroad.

In 2007, based on an audit by PricewaterhouseCoopers, Grupo Pão de Açúcar was certified compliant with the Sarbanes-Oxley Act, passed in 2002 to ensure transparency in companies, prevent frauds and provide means to identify them when they happen. This certification allows the company to list its shares on the New York stock exchange in the form of American Depositary Receipts (ADRs).

Notable among the internal practices aimed at ensuring transparency in the company’s financial and accounting practices is the role of the Internal Controls area, which identifies risks, as well as updates and ensures compliance with controls. The Group also uses accounting norms and rules that govern listed companies registered with the Securities and Exchange Commission of Brazil (CVM), besides complying with all the rulings of the U.S Security and Exchange Commission (SEC) for foreign companies listed on the New York Stock Exchange. The company has been included in three performance indicators of the São Paulo stock exchange (BM&FBovespa): the Corporate Governance Index (IGC), in which Grupo Pão de Açúcar figures as a Level 1 listed company, the IBX- 50 index of the 50 most liquid companies on the Bovespa, and Ibovespa, the most important indicator of share performance in Brazilian stock markets.