ANNUAL REPORT 2007 | 2008 - Gimv

CORPORATE
GOVERNANCE
Good corporate governance is very important for
Gimv in achieving its strategic objectives. Gimv is
keen to be an exemplary company in this fi eld.
Institutional Shareholder Service Europe (ISS Europe), an independent
organization that specializes in corporate governance,
fi rst inspected Gimv in 2003, giving it a score of 7.5 out of 10. In
the following year this score was raised to 8 and in 2005 to 8.5
out of 10. For the 2006-2007 fi nancial year ISS Europe again
gave it a score of 8.5 out of 10 (see 9 – page 80). Nothing has
changed during the 2007-2008 fi nancial year.
Since 2005 companies have been required to formally justify
in their annual reports the degree to which their corporate governance
policies comply with the principles and best practice
provisions of the Lippens Code (see 10 - page 81). ISS Europe
has established that since 2005 Gimv has complied with over
94 percent of the Lippens Code.
Since December 2005, Gimv has had a Corporate Governance
Charter that sets out and explains the key aspects of its corporate
governance policy. The text is available on the Gimv
website (www.gimv.be/06 06 04.asp). Gimv will also send
a hard copy by post on request. The company updates this
Corporate Governance Charter whenever relevant developments
take place. The latest version was approved by the Gimv Board
of Directors on 17 July 2007.
The present chapter of the annual report provides factual
information on corporate governance and also discusses any
changes in corporate governance policy and relevant events
during the past fi nancial year. For a complete picture, this chapter
is best read in conjunction with the Corporate Governance
Charter.
72 | Gimv Annual Report 2007-2008 | Management, Corporate Governance and Shareholders
1. CAPITAL
1.1 - Reference shareholder
Since the private placement that took place on 12 October
2006, the Vlaamse Participatiemaatschappij (VPM) has held a
27.06 percent interest in Gimv (6 270 403 shares).
Decisions lying within the powers of the board of directors of
listed companies that involve relationships between the listed
company and affi liated companies (other than subsidiaries)
must fi rst be assessed by a committee of three independent
directors, assisted by one or more independent experts.
Article 524 of the Company Code sets out the procedure to be
followed in such cases.
During the 2007-2008 fi nancial year there were no situations
that could have occasioned the application of said article.