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Part 1 - General presentation of the Group
27
■ Michèle Vrebos
Group Legal Director and Secretary General
■ Bernard Vuylsteke
Group Human Resources Director
■ Aart Nobel
Advisor to the Chairman
Mr. Francis Lambilliotte, as the Company’s Managing
Director, performs the day-to-day management function
of the Company.
6. Remuneration report
In accordance with the recommendations of the
2009 Corporate Governance code, the Remuneration
Committee has established a remuneration report as
follows:
“Procedure
The procedure adopted by the Remuneration Committee,
in consultation with the CEO, (i) to remunerate the
directors and members of the Hamon & Cie Executive
Committee and (ii) to fix the individual remuneration of
the abovementioned people, was to appoint an external
HR consultant specialized in this area. This consultant
prepared a report to the Executive Committee on
the going market rates in the areas of the Group for
companies of similar sizes both in Belgium and abroad,
given the international character of the composition of the
Executive Committee of the Group.
Market practice is reviewed annually and each time
discussed in the Committee, decisions from which could
lead to the revision of certain elements.
Remuneration policies
The remuneration of non-executive directors is subject
to a proposal by the Board of Directors to the Annual
General Meeting of shareholders. It was reviewed
during the Annual General Meeting of 27 April 2010 for
the last time.
The remuneration of directors equates to a fixed sum
and a variable amount per meeting in which they
are present. The Chairman also receives a higher
annual lump sum in compensation for his advice and
experience. The directors, except the Managing Director,
did not receive any stock options. The mandate of the
Managing Director, regarding this function stricto sensu,
is exercised free of charge.
The remuneration of the members of the Executive
Committee is made up of a fixed sum and a variable
amount.
The fixed sum corresponds to the international market
practices for the various functions involved.
The purpose of the variable remuneration is to ensure
Executive Committee members are paid according to
the Group’s performance on the one hand and their
individual performance on the other hand. Variable
remuneration is linked to the results of the Business
Units and the Group and the achievement of personal
goals; the percentage representing the variable
compensation depends on the degree of importance
and the contribution made by that function to the results
of the Business Units and the Group. This percentage
can amount up to 200% of the fixed remuneration.
The individual performance of the concerned persons is
subject to an annual appraisal by the Managing Director
who takes into account how far the objectives mutually
agreed during the previous year with the Board of
Directors have been met.
This performance analysis of the members of the
Executive Committee and top managers is then
discussed by the Managing Director with the
Remuneration Committee.
Among the long-term incentives, the members of
the Executive Committee and the Managing Director
received stock options during the year 2008. Details of
the 22 500 options, attributed in 2008, can be found
in note 33 of the 2010 annual report (Part 3. Financial
statements). There was no allocation of stock options in
2009 or in 2010. The stock option plan was submitted
to the approval of the Annual General Meeting of the
Company on 27 May 2008.
There was no important change to the remunerations
compared to the previous fiscal year.
For the Remuneration Committee, the Chairman.”
As mentioned hereabove, this report will comply with the
legal requirements in this area as soon as they become
applicable, namely from the fiscal year 2011.
7. Remuneration and perks of the Board of
Directors and Executive Committee
7.1. Directors’ Remuneration
All the directors are remunerated for their directorship
with the exception of Francis Lambilliotte, in accordance
with the decision of the General Shareholders Meeting.
In 2010, the directors remuneration amounted to EUR
240 000.
The Annual General Meeting of 27 April 2010 had
decided to allocate, with effect from 1st January 2009
onwards, a remuneration (lump sum + per meeting) for
the directors, for their functions as directors, of up to a
maximum of EUR 240 000 per year (to be indexed on