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Part 1 - General presentation of the Group
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Within the authorization given to it by the articles of
association, the Board may decide to issue bonds,
subscription rights, or the right to options just as it can
also cancel or limit the preference rights of existing
shareholders if it is in the interest of the Company and
within the legal framework to do so and including to the
benefit of one or more persons or members of the
Company’s personnel, or related companies.
The Extraordinary General Shareholders Meeting of
Hamon & Cie has also given clear authority to the
Board of Directors, in case there is a public offer on the
shares of the Company, to increase the capital either in
nature or in kind, by limiting or canceling, as the case
may be, the preference rights of shareholders including
those favoring one or more particular persons. The
Extraordinary General shareholders Meeting of 26 April
2011 renewed this authorization for a three-year duration.
The articles of association of Hamon & Cie also provide
that the Company is authorized to buy its own shares on
the stock market without necessarily making an offer
to shareholders. The Board of Directors is authorized
to dispose of shares of the Company through the stock
market or in any other way that is allowed by the law,
without prior authorization of the Annual General
Meeting. The Board is authorized within the law to
acquire or dispose of shares in the Company to ward off
any serious or imminent danger to the Company. The
Extraordinary General shareholders Meeting of 26 April
2011 renewed this authorization for a three-year duration.
Note that a shareholder agreement, signed in June
2005 by both Sopal International and the Walloon
Region, represented by Sogepa, and amended on
28 August 2007, provides that the two groups mutually
inform each other if there is intent to reduce or increase
their participation in Hamon & Cie. The agreement also
authorizes the existence of a pre-emptive right in favor
of either of the two groups, and a right to buy in favor of
Sogepa if Sopal International should decide to sell its
shares. The agreement also provides for a put option for
the Walloon Region and a call option in favor of Sopal
International.
II. Internal control and Company risk
management systems
1. Introduction
The law of 6 April 2010 on the strengthening of corporate
governance provides, within the framework of the
implementation of a European directive, that the declaration
on corporate governance must contain a description
of the main characteristics of the internal control
and risk management systems associated with the
process of preparing financial information.
In compliance with the recommendations of the Code,
the elements related to other risks than those associated
with the process of preparing financial information are
also subject to a description.
Hamon’s Board of Directors has agreed, following the
proposal of the Audit Committee, to use as an initial
reference the proposal drafted by the working group set
up by the Corporate Governance Commission of the
Federation of Belgian Companies (FEB), made up of
representatives of listed companies, of the Institut des
Réviseurs d’Entreprises and of the Institute of Internal
Auditors Belgium (IIABel).
The Board of Directors has also asked the Audit
Committee to report to it biannually on the implementation
of this plan and on improvements to be made.
Hamon has established its internal control and Company’s
risks management by defining the environment in which it
acts (the general framework), identifying and classifying the
main risks associated with it, analyzing its level of control
over these risks and setting up “control of the control”
systems. The Company also focuses on the reliability of
the reporting process and of the financial information.
2. The environment subject to control
1. The company’s role and values
i. A Sustainable Development Charter – included in
our 2009 annual report – covers the basis on
which Hamon plans to develop its business, based
on respect for the environment, human rights, local
communities in which it operates and its staff. It
fosters values such as professionalism, corporate
culture, cultural diversity, team spirit and a “do it
right the first time” approach. See also the sections
Vision, Mission and Values in the Group profile
section of this report.
ii. A Corporate Governance Charter – available on
the website – was drawn up and approved by the
Board of Directors. This Charter clearly defines the