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Part 1 - General presentation of the Group
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of association, has extensive power. The Board of
Directors is a collegial body whose actions must be
presented in an annual report to the Annual General
shareholders Meeting.
The Managing Director communicates all the information
relating to the business and finance of the Company that
is required to ensure the smooth running of the Board
of Directors.
The non-executive directors discuss in an analytical and
constructive manner the strategy and the key policies
put forward by the executive management and help to
develop them. They then carry out a thorough evaluation
of the performance of the executive management in
meeting the agreed-upon objectives.
In June 2005 the Board of Directors established and took
responsibility for specialized committees to help in some
specific areas: Audit, Remuneration and Nomination
Committees.
The Board of Directors has granted the day-to-day
management of the Company to the Managing Director,
who is assisted in his functions by the members of the
Executive Committee. The Company has not set up a
Management Committee within the meaning of Article
524 of the Company Code.
Hamon is divided into operational Business Units, each
one being represented on the Executive Committee.
The General Shareholders Meeting exercises powers
which are assigned to it by law and by the articles of
association.
The working methods of the different aforementioned
bodies are contained in the Corporate Governance
Charter, available on Hamon’s website.
The structure of the Company’s shareholding is presented
in the section “Relations with our shareholders and
other stakeholders” below.
at the Annual General Meeting of shareholders. If it
becomes necessary to replace one of the directors, the
new director will be chosen from candidates presented by
the shareholder having proposed the outgoing director.
The directors whose term is at an end will stay in place
until such time as the Annual General Meeting has
approved a replacement. The Annual General Meeting
has the power to dismiss a director at any time.
Outgoing directors are re-eligible under the restriction
of article 526 ter of the Company Code which stipulates
that independent directors cannot be appointed for
more than three consecutive terms and that the total
duration of appointment cannot exceed twelve years.
There is no age limit to be a director.
3.1.2 Composition
As of 31 December 2012, the Board of Directors is
composed of eight members, seven of whom are
non-executive directors and three are independent
directors according to the definition of article 526 ter of
the Company Code. Four of them have been proposed
by Sopal International S.A. In accordance with the
Company Code, the terms of the directors to be
appointed or renewed at the next Annual General
Shareholders Meeting will be limited to four years.
The mandates of the majority of the directors were
renewed at the Annual General Meeting of 26 April
2011; no mandate will expire on the date of the next
Annual General Meeting of 23 April 2013.
Sogepa SA represents the interests of the Walloon
Region on the Board of Directors.
Barons Philippe Bodson and Philippe Vlerick and
Mr Martin Gonzalez del Valle are independent directors
according to the above mentioned article 526 ter of
the Company Code.
3. Board of Directors
3.1 Composition
3.1.1 Appointments
Article 14 of the articles of association stipulates that
the Board of Directors must have at least five directors
of which at least half must be non-executive and at
least two must be independent. The Corporate Governance
Charter goes further and stipulates that at least
three directors must be independent.
The members of the Board of Directors are nominated