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Part 1 - General presentation of the Group
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3.2 Activities
The Board of Directors met four times in 2012.
The main subjects discussed were:
(i) the approval of the results of the Group, the review
of forecasts, annual budgets and the strategic
business plan;
(ii) the monitoring of the business and the financial
situation of the Group and some of its subsidiaries;
(iii) the review of some development and investment
projects in the frame of the development strategy
of the Group;
(iv) amendments made to the syndicated credit agreement.
All Directors attended the four Board meetings, except:
■ Jean Hamon, unable to attend on 29 August and
11 December;
■ Bernard Lambilliotte unable to attend on 27 February
and 29 August;
■ Martin Gonzalez del Valle, unable to attend on
27 February;
■ Philippe Vlerick, unable to attend on 24 April.
The Board of Directors also conducted a self review in
which it addressed its own composition, functioning,
access to company information and its interaction with
management. The directors were invited to comment
on these issues individually in writing on the basis of a
questionnaire established by Guberna (Belgian Institute
of Directors). Equipped with this new information, the
Chairman met with a sub-group of directors to gather
ideas to improve the operation of the Board of Directors.
The next review will take place in late 2014.
4. Committees
Under its own responsibility, the Board of Directors set
up an Audit Committee, a Remuneration Committee
and an Appointment Committee in June 2005.
The composition of these Committees was reviewed
on 27 May 2008, when the new Chairman of the Board
of Directors was appointed.
4.1 Audit Committee
4.1.1 Composition
Since 1 January 2011, the Audit Committee is composed
of three non-executive directors, including two independent
directors according to section 526 of the Company Code
with expertise in auditing, as evidenced by the curriculum
vitae listed above.
Members of the Audit Committee
Baron Philippe Vlerick (*)
Mr. Martin Gonzalez del Valle (*)
Mr. Bernard Lambilliotte
(*) Independent Directors
Members of the Remuneration Committee
Baron Philippe Bodson (*)
Mr. Jacques Lambilliotte
Baron Philippe Vlerick (*)
(*) Independent Directors
Function
Chairman
Member
Member
4.1.2 Activities
The Audit Committee met twice during the fiscal year
2012, together with the auditor.
The main subjects discussed at the Audit Committee
were:
(i) the closing of the financial statements as
of 31 December 2011;
(ii) the closing of the financial statements as
of 30 June 2012;
(iii) the analysis of the new Corporate Governance
regulation.
All the Directors attended the Committee meetings,
except Bernard Lambilliotte, who was unable to attend
any meeting, and Philippe Vlerick, who was unable to
attend on 29 August.
4.2 Remuneration Committee
Since 1 January 2011, the Remuneration Committee
consists of a majority of independent directors according
to the Company Code article 526 ter and one
non-executive director.
Function
Chairman
Member
Member
The members of the Remuneration Committee have the
necessary expertise as far as remuneration is concerned,
as can be clearly seen in their professional experience.
The Managing Director takes part in the Remuneration
Committee meetings discussing the remuneration of the
members of the Executive Committee and of the senior
management.
The Remuneration Committee met once in January
2012; all the members attended this meeting.
The main subjects discussed were:
(i) The remuneration package for the Executive
Committee and the senior management;
(ii) The establishment of variable remuneration for
the senior managers;
(iii) Contents of the Remuneration Report.