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I – 1Organisation of the work of the Board of DirectorsEvaluationThe Board charter (rules of procedure) provides that every year the Board evaluates its operatingprocedures and ensures that questions of importance for the effective running of the company are properlyprepared and discussed.In accordance with the provisions, on 21 December 2012, the Board conducted a self-the valuation througha questionnaire transmitted to its members. This analysis represented a formalised procedure (detailedquestionnaire with both open-ended and closed-ended questions enabling Board members to explain theirresponses).Based on this survey and the proceedings of the meeting held on 5 March, no dysfunctional items wereidentified. In consequence, the report on its performance was satisfactory. The Board appreciated thequality of exchanges and information provided to the Board on Group operations. The key areas forimprovement identified will be taken into account in 2013.With respect to the examination of the independence of Independent Directors, the Board examined thecontribution and degree of participation of these Directors. It considered that the proportion of IndependentDirectors in light of the company's organisation and operating procedures was satisfactory and recognisedthat the Directors retained their status as Independent Directors since none of them maintain any relationswhatsoever with the Company, its Group, or management which could impair the free exercise of theirjudgement and that moreover they are determined to represent, within the Board, the market. Finally, it isrecalled that Marie-Claire Janailhac-Fritsch, Independent Director, joined the Board of Directors of Guerbetin 2011.CommitteesTo prepare its work and improve the effectiveness of its meetings the Board of Directors established fourspecialised committees on 21 May 2010. These Committees represent bodies destined for study andreflection. These committees issue recommendations and proposals though do not exercise decisionmakingauthority and report to the Board of Directors on their work.Strategy CommitteeAll Directors participate in this Committee that meets in general at least once every quarter and morefrequently if required. This Committee met four times in 2012. This Committee is headed by Jean-JacquesBertrand, Chairman of the Board of Directors.The work of this Strategy Committee consists in reviewing medium-term plans and progress on strategicinitiatives, research projects and the organisation of the Group.Compensation CommitteeThis Committee is chaired by the Chairman of the Board of Directors, Jean-Jacques Bertrand, and whoseother members include Christian Louvet and Marion Barbier. It is noted that the recommendations of theAFEP-MEDEF Code providing for a majority of independent members has not been applied.This exception is justified by the majority shareholding of the Guerbet family in the Company's share capitalthat results in a majority representation of Guerbet family members within the Board of Directors, none ofwhom assure management or operational functions within the Company.The Board considered the proportion of Independent Directors satisfactory and duly noted that theseDirectors have retained their status as Independent Directors since none of them maintain any relationswhatsoever with the Company, its Group, or management which could impair the free exercise of theirjudgement.Finally, for the record, it is noted that the Compensation Committee was renewed with the arrival of MarionBarbier in 2011.This Committee met two times in 2012.The mission of the Compensation Committee is to ensure that the Board of Directors is able to determineunder optimal conditions all executive compensation and benefits.31
Its mission also is to:- Review the compensation policy applied within the Group;- Address in particular succession plans for senior management and persons considered to exercisekey functions within the Group.Audit committeeThis Committee is chaired by Jacques Biot. Jean-Jacques Bertrand, Olivier Guerbet, Vincent Dagommerand Marie-Claire Janailhac-Fritsch are members of this Committee. Three out of the five members of thisCommittee are Independent Directors. It is noted that the recommendations of the AFEP-MEDEF Codeproviding for a minimum for independent directors of two thirds within this Committee has not been applied.This exception is justified by the majority shareholding of the Guerbet family in the Company's share capitalthat results in a majority representation of Guerbet family members within the Board of Directors, none ofwhom assure management or operational functions within the Company.The Board considered the proportion of Independent Directors satisfactory and duly noted that theseDirectors have retained their status as Independent Directors since none of them maintain any relationswhatsoever with the Company, its Group, or management which could impair the free exercise of theirjudgement. Finally, it is recalled that Marie-Claire Janailhac-Fritsch, Independent Director, joined the AuditCommittee of Guerbet in 2011.This Committee met seven times in 2012.In compliance with article L.823-19 of the French commercial code, the Audit Committee covers, under theexclusive and collective responsibility of its members the following issues:- Preparing and reviewing the separate and consolidated financial statements;- The independence and objectivity of the Statutory Auditors;- The effectiveness of internal control and risk management procedures.It receives input provided by the Chief Executive Officer, Chief Financial and Administrative Officer, and theStatutory Auditors who participate in the work of the Committee.32
Page 3 and 4: CONTENTSCHIEF EXECUTIVE OFFICERS’
Page 5 and 6: CHIEF EXECUTIVE OFFICERS’ MESSAGE
Page 7 and 8: THE GUERBET GROUP1) History of the
Page 9 and 10: 3) Business overview3.1 Guerbet is
Page 11 and 12: 3.4 The pathologiesIn Oncology, the
Page 13: Guerbet's offering of products is c
Page 16 and 17: c) Research & development• R&D ob
Page 18 and 19: • A proactive partnering strategy
Page 20 and 21: 5) Group organisation at 31 Decembe
Page 22 and 23: e) DistributionGuerbet distribute i
Page 24 and 25: DirectorsOther offices and director
Page 26 and 27: There exist no arrangements or unde
Page 28 and 29: Summary of compensation for Marie-C
Page 30 and 31: • Stock options granted to non-of
Page 34 and 35: "Research and Innovation" Committee
Page 36 and 37: II - Internal control and risk mana
Page 38 and 39: 4) Statutory Auditors’ report pre
Page 40 and 41: SHAREHOLDER INFORMATION1) The Guerb
Page 42 and 43: As at 31 December 2010SHARESVOTING
Page 44 and 45: considered to have automatically re
Page 46 and 47: 10) Provisions of the Articles of A
Page 48 and 49: c) Earnings highlightsIFRS(in thous
Page 50 and 51: g) OutlookStrongly focused on the n
Page 52 and 53: 3) Risk factorsThe company conducte
Page 54 and 55: • Sourcing risksGuerbet has an ex
Page 56 and 57: • Information technology risksAn
Page 58 and 59: • Five-year summary of consolidat
Page 60 and 61: • Other information included in t
Page 62 and 63: • Recruitment and dismissalsGuerb
Page 64 and 65: and employee savings. The goal is s
Page 66 and 67: • Measures adopted to promote emp
Page 68 and 69: ) Pollution and waste managementThe
Page 70 and 71: 3) Societal informationa) Territori
Page 72 and 73: • Consolidated income statementIn
Page 74 and 75: In thousands of euros• Statement
Page 76 and 77: Changes in standards and interpreta
Page 78 and 79: g) Research and development expendi
Page 80 and 81: Held to maturity investmentsHeld-to
Page 82 and 83:
creation are recorded under "Other
Page 84 and 85:
III) Notes to the financial stateme
Page 86 and 87:
Aged trial balance information for
Page 88 and 89:
2.2 - Borrowings by currencyCurrenc
Page 90 and 91:
3.3 - Analysis of the sensitivity o
Page 92 and 93:
Revenue2012European companiesfor th
Page 94 and 95:
In 2005, the Group acquired for ¥5
Page 96 and 97:
6.2 - Analysis of property, plant a
Page 98 and 99:
The change in the net value of inve
Page 100 and 101:
12.2 - Accrued employee benefitsa)
Page 102 and 103:
Change in net liabilities of the pe
Page 104 and 105:
14.4 - Personnel by region at year-
Page 106 and 107:
Note 22 - Research and development
Page 108 and 109:
Note 25 - Related parties25.1 - Rel
Page 110 and 111:
Note 27 - Basic earnings per share
Page 112 and 113:
2) Auditors’ report on the consol
Page 114 and 115:
3) Parent company financial stateme
Page 116 and 117:
• Income statementIn thousands of
Page 118 and 119:
• Statement of cash flowsIn milli
Page 120 and 121:
c) Property, plant and equipmentPro
Page 122 and 123:
Note 1 - Intangible assets1 - 1 - C
Page 124 and 125:
Note 6 - Receivables by maturityCos
Page 126 and 127:
Note 9 - Regulated provisionsInvest
Page 128 and 129:
Note 13 - Sales by region2012 2011F
Page 130 and 131:
Tax income or expense recorded in t
Page 132 and 133:
Debt waiver agreements granted to a
Page 134 and 135:
Capital lease commitments relative
Page 136 and 137:
4) Auditors' report on the separate
Page 138 and 139:
5) Auditors' special report on rela
Page 140 and 141:
ORDINARY AND EXTRAORDINARY GENERAL
Page 142 and 143:
RESOLUTION THREE (Special report of
Page 144 and 145:
Extraordinary resolutionsRESOLUTION
Page 146 and 147:
3) Report of the Board of Directors
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Application of legal provisions gov
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• Tenth draft resolution: stock s
Page 152 and 153:
2) The Statutory Auditorsa) Statuto
Page 154 and 155:
6) Articles of association (selecte
Page 156 and 157:
7) 2013 shareholders calendarEventD
Page 158 and 159:
) Annual financial reportInformatio
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