Read the Registration Document - Guerbet

More documents

Recommendations

Info

"Research and Innovation" CommitteeAll members of the Board of Directors participate in this Committee headed by Jacques Biot. ThisCommittee met twice in 2012.The Research and Innovation Committee:- Provides members of the Board of Directors with regular updates on work and progress onresearch projects selected within the framework of the Strategy Committee along with scientific andtechnological developments in the field of medical imaging, and more generally, on healthcarepolicies with potential impacts on the Group's strategy;- Prepares if it considers useful, with the assistance of the Chief Research and Innovation Officer, orany other employee or consultant whose assistance it may solicit, decisions relating to innovation orresearch that the Board of Directors or the Strategy Committee may be required to render.In compliance with Article L 225-37 subsection 7 of the French commercial code, the following tablespecifies those provisions of the AFEP-MEDEF Code not adopted and the reasons thereof.Exceptions with respect to the composition of the Board of Directors and CommitteesSUBJECTS AFEP/MEDEF Code Guerbet commentsDuration of directors' termsof officeLimitation of the duration ofdirectors' terms of office to beset by articles of association(“statuts”) is 4 yearsArt. 12 of the AFEP/MEDEFCodeIn accordance with the provisions of the law and the Company'sarticles of association, members of the Board of Directors areappointed for terms of office of six years. It is accordingly notedthat the recommendations of the AFEP-MEDEF Code providingfor a four-year term of office for directorships were not applied.The Company undertakes, whenever this is compatible with itsorganisation and operating procedures, to fulfil the criteria of theAFEP-MEDEF Code as best as possible. However, in light ofthe size of the company, its equity profile and the aim ofensuring that the Board of Directors operates based on a longtermperspective, the Board has decided in consequence toprovide for an exception waving the application of thisrecommendation.Composition of theCompensation CommitteeMajority of independentdirectorsArt. 16 of the AFEP/MEDEFCodeIt is noted that the recommendations of the AFEP-MEDEF Codeproviding that the Compensation Committee be comprised of amajority of independent members has not been applied. Thisexception is justified by the majority shareholding of theGuerbet family in the Company's share capital that results in amajority representation of Guerbet family members within theBoard of Directors, none of whom assure management oroperational functions within the Company.The Board considered the proportion of Independent Directorssatisfactory and duly noted that these Directors have retainedtheir status as Independent Directors since none of themmaintain any relations whatsoever with the Company, its Group,or management which could impair the free exercise of theirjudgement.Composition of the AuditCommitteeIndependent directors toaccount for at least two thirdsof the CommitteeArt. 14 of the AFEP/MEDEFCodeIt is noted that the recommendations of the AFEP-MEDEF Codeproviding for a minimum for independent directors of two thirdswithin this Committee has not been applied. Three out of thefive members of this Committee are Independent Directors. Thisexception is justified by the majority shareholding of theGuerbet family in the Company's share capital that results in amajority representation of Guerbet family members within theBoard of Directors, none of whom assure management oroperational functions within the Company.The Board considered the proportion of Independent Directorssatisfactory and duly noted that these Directors have retainedtheir status as Independent Directors since none of themmaintain any relations whatsoever with the Company, its Group,or management which could impair the free exercise of theirjudgement.33
I – 2Principles and rules for determining compensation and benefits granted to corporate officersThe Compensation Committee is tasked by the Board of Directors to study compensation and contribute tothe preparation of the decisions of the Board.Board of Directors1) Board membersFor fiscal 2012, the combined shareholders' meeting to be held on 24 May 2013 will be asked to approve atotal allocation for attendance fees of €166,200 consisting of fixed and variable portions calculatedaccording to the contributions of each member to Audit Committee and Compensation Committeemeetings.Based on comparisons, these amounts are in the lower range for the companies of similar size.2) Chairman of the Board of DirectorsIn 2012, for the office of Chairman of the Board of Directors, Jean-Jacques Bertrand was granted the samegross compensation of €43,976.11 or net compensation of €37,925 as in 2011.Executive ManagementThe Chief Executive Officer receives compensation for the performance of his functions as a corporateofficer. Though without an employment contract, he is entitled to the same social benefits allocated toGuerbet executive management. Compensation of the Chief Executive Officer is comprised of both fixedand variable compensation. Variable compensation is based on both quantitative and qualitative criterialinked to the Company's financial performance and strategy. For reasons of confidentiality, these criteriacannot be disclosed in this document. He is also entitled to reimbursement for costs incurred in theperformance of his duties and notably travel and entertainment costs.The Qualified Person, as Deputy Chief Executive Officer of Guerbet, receives compensation for this office inaddition to compensation under the terms of an employment contract as Chief Supply Chain Officer.I – 3Information on changes to the Board of DirectorsIn 2012, there were no changes to the Board of Directors in relation to the prior period.Within the framework of changes in Guerbet's corporate governance, in particular in line with the provisionsof the AFEP-MEDEF Code as well as the recommendations of the French Institute of Directors (InstitutFrançais des Administrateurs or IFA), in 2012, the Board initiated revisions to its Charter. The results of thiswork will be disclosed in 2013.I – 4Participation in General MeetingsProcedures governing shareholder participation in General Meetings and, notably, for the grant ofentitlement to double voting rights for shares held in registered form, are defined in articles 19 and 20 of theArticles of Association.I - 5Items having a potential impact in the event of public offeringsInformation relating to items that could have an impact in the event of public offerings mentioned in Article L225-100-3 of the French commercial code are presented in the Management Report of the Board ofDirectors of the Company.34
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 32 and 33: I - 1Organisation of the work of th
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
Page 148 and 149:
Application of legal provisions gov
Page 150 and 151:
• 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
show all

Read the Registration Document - Guerbet

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?