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28
Hamon Annual Report 2010
the retail price index every January against the level in
January 2008), to be divided up annually amongst its
members by the Board of Directors. The non-executive
directors are not entitled to any stock option plan nor to
any bonus linked to the results of the Group.
7.2. Remuneration of the members
of the Executive Committee
On top of their fixed remuneration, the members of the
Executive Committee got a variable remuneration for
the year 2010. This remuneration was given to them
according to criteria based on (i) the Group results, (ii)
the performances of their business units and (iii) personal
objectives agreed upon with the Managing Director.
7.3. Total remuneration of the directors
and the members of the Executive Committee
In 2010, the total remunerations and perks of the
directors and members of the Executive Committee of
the Company for their function within the Company, its
subsidiaries or related companies, amounted to EUR
6,899 million. For more details, see note 44 of the
consolidated financial statements.
8. Auditors
The Company accounts and consolidated accounts
of the fiscal year ending on 31 December 2010 were
audited by Deloitte, Reviseurs d’Entreprises, SC s.f.d.
SCRL, Berkenlaan 8B, 1831 Diegem, represented by Mr.
Laurent Boxus.
The appointment of the auditor by the Annual General
Meeting of 27 May 2008 expires during the next
Annual General Meeting of 26 April 2011. The Board
will propose to the Annual General Meeting to renew
the mandate of the auditor for three years. From that
moment, the auditor will be represented by Mr. Pierre-
Hugues Bonnefoy. Indeed, Mr. Laurent Boxus, who was
representing the auditor, has reached the limit of six years
recommended by the Auditor Institute in relation with
some aspects of the auditor independence.
9. Appropriation of profits
On 9 September 2010, the Company paid an advance
dividend for the results of 2010 of EUR 0,25 per share.
The Board of Directors proposes to the 26 April 2011
General Shareholders Meeting to distribute a complement
to this dividend of EUR 0,35 per share for the result of
2010, payable on 10 May 2011. The total dividend for the
fiscal year 2010 will amount to EUR 0,60 per share.
The dividend policy aims to make a payout of around
25% of the result of the year, which it is felt will correctly
remunerate shareholders while still keeping the required
funds necessary for continued growth within the Group.
10. Code of good behavior
The Group has developed a Code of Ethics for all
its employees covering various aspects including (i)
compliance with the law on insider trading, (ii) the
prevention of conflicts of interest with the Group, (iii)
respect of confidentiality as part of the exercise of
their function, (iv) correct and proper conduct in the
management of the business.
This Code aims to educate employees to the need to
respect a code of good behavior when exercising their
professional duties and ensure that all staff members
carry out their activities with respect to the ethical
and legal laws of each country. This Code reflects the
determination of the Group to maintain a relationship of
trust and professionalism with all its stakeholders.
The Corporate Governance Charter published on the
Hamon website has a specific section relating to insider
trading.
11. Conflicts of interest
The procedure of article 523 of the Company Code related
to conflicts of interest has been activated twice during the
fiscal year 2010, on the one hand for the sale by Hamon
& Cie of its subsidiary Brown Fintube France SA to AIT
and on the other hand for the creation of a joint venture
between Hamon & Cie and Esindus. These elements are
described in the Hamon & Cie management report.
The Board has not been informed of any other conflict of
interest apart from those abovementioned and related to
article 523.
12. Compliance with the rules on market abuses
The Board of Directors has prepared a set of rules
regarding the transactions and the publicity around
such transactions on the Company shares or derivative
instruments or other financial instruments related to these
shares. The transaction rules specify which information
related to such transactions must be disclosed to the
market. The transaction rules are described in the
Corporate Governance Charter.