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Part 1 - General presentation of the Group
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13. Important aspects in case of a public offer
of purchase
Article 5 of the articles of association of Hamon &
Cie states that the Board of Directors is authorized to
increase the capital one (or more times) up to EUR
2 157 441,60. This authorization is limited to 5 years;
it can however be renewed once or several times for
a further 5 years, by the Annual General Meeting. The
increase in capital as decided by this authorization,
whether made in kind or in cash, can be made by using
available or unavailable reserves or share premium, with
or without the creation of new shares, preferential or
not, with or without voting rights, and with or without
subscription rights.
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 articles of association of Hamon & Cie also foresee
that the Company is authorized to buy its own share 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 foreseen by the law,
without prior authorization of the Annual General Meeting.
The Board is authorized to acquire or dispose of shares in
the Company to ward off any serious or imminent danger
to the Company, as is possible within the law.
Note too that the 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 one 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 risk
management systems associated
with the process of drawing up
financial information
1. Introduction
The law of 6 April 2010 on the strengthening of
corporate governance provides, within the framework
of the transposition 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 drawing up financial information.
In compliance with the recommendations of the Code,
Hamon’s Board of Directors has agreed, at the instigation
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 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 frame of reference and on the
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 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 quality of the
reporting process and of the financial information.
2. The environment subject to control
The company’s role and values
A Sustainable Development Charter – included in our
annual Report – covers the axes on which Hamon
aims to develop its business, based on respect for the
environment, human rights, the 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 section Vision – Mission – Values in the
Group profile section of this report.
A Corporate Governance Charter – available on the
website – was drawn up and approved by the Board
of Directors. This Charter clearly defines the different