ANNUAL REPORT 2007 | 2008 - Gimv

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CORPORATE GOVERNANCE The total value of benefi ts in kind in the Managing Director’s remuneration package amounts to EUR 3 520. The Managing Director participates in the co-investment structure (see 6 - page 79), equal to a carried interest arrangement of 10 percent. Around 1/25 of this carried interest accrues to the Managing Director. He also takes an 8.87 percent stake of the exit bonus. The value of both the carried interest and the exit bonus depends entirely on the evolution of the underlying investments. The Managing Director does not own any Gimv shares of options thereon. 4.2 - Executive committee Members The Managing Director is assisted in the execution of his task by an executive committee. In addition to the Managing Director the executive committee consists of: Name Function Year of birth Marc Vercruysse Chief Financial Offi cer 1959 Dirk Beeusaert Executive Vice-President Business Development and Secretary of the Board of Directors 1964 Paul De Ridder Executive Vice-President Corporate Investment Germany 1956 Alex Brabers Executive Vice-President ICT 1965 Patrick Van Beneden Executive Vice-President Life Sciences 1962 Geert-Jan van Logtestijn 1 Executive Vice-President Corporate Investment Belgium and Netherlands 1960 Guy Mampaey 2 Executive Vice-President Corporate Investment Belgium 1954 1 from 1 September 2007 - 2 to 31 August 2007 Remuneration of the Executive Committee In 2007-2008, Gimv paid EUR 3 050 016 of gross salaries and group insurance premiums in respect of the members of the Executive Committee, excluding the Managing Director. 78 | Gimv Annual Report 2007-2008 | Management, Corporate Governance and Shareholders Upon his appointment as Managing Director the following severance settlement was agreed: - if his appointment is terminated before age 60 because of a decision taken by the Board of Directors, Gimv owes him remuneration equal to twice his present fi xed annual remuneration; - if his appointment is terminated after age 60, no severance settlement will be owed by Gimv.
This includes: - joint fi xed remuneration of EUR 1 525 509 and an annual fi xed group insurance premium of EUR 164 508. - joint variable remuneration in respect of the 2007-2008 fi - nancial year of EUR 606 894 and life insurance premiums dependent on the variable remuneration of EUR 753 105. The total value of benefi ts in kind in the remuneration package of executive committee members (not including the Managing Director) amounts to EUR 7 124. No special agreements have been concluded in relation to the recruitment or dismissal of executive committee members, who are covered by the usual legal provisions, with the exception, however, of the Managing Director (see 4.1 - page 77). 5. EXIT BONUS PLAN Through the exit bonus plan, staff employees share in the capital gains realized from 2006 onwards on investments made prior to 2001 (with the exception of Barco), based on the net asset value at 31 December 2005. An exit bonus is paid only where the realized capital gains represent a minimum return (4 percent). The rights to the exit bonus are subject to a vesting plan. A similar capital gains system is also provided for a number of fund investments where Gimv is involved in management (IT Partners, Buy Out Fund, Lyceum Capital, Biotech Fonds Vlaanderen and Gimv ARKIV ICT Fund) and for investments undertaken by the Gimv group via its Dutch and German business units. The fi nancial impact on Gimv of the exit bonus plan is totally dependent on the evolution of the value of the underlying shareholdings. For this Gimv has already set up total provisions of EUR 8 040 000 in recent years. This provision has been calculated on the basis of the employees concerned remaining with the company to the end of the vesting scheme. 6. CO-INVESTMENT COMPANIES 6.1 - The co-investment structure In line with market practice and in order to involve employees more closely in the respective investment portfolios, Gimv has set up co-investment companies for the various business units. Executive committee members have been able to participate (via share options) in the share capital of these co-investment companies in their capacity as members of the boards or investment advisory committees of these companies. Co-investment plan benefi ciaries are entitled to 10 percent of the capital gains realized on shareholdings in the respective investment portfolios after an exit and after deduction of fi nancing and administrative costs. This structure represents a carried interest of 10 percent within the Gimv group. Given the specifi c structure of the German activities, a separate arrangement has been worked out for Halder Germany employees. 6.2 - Composition of the CICs’ management bodies The boards of directors of the different co-investment companies (CICs) are each composed of Gimv NV (permanently represented by Dirk Boogmans), Dirk Boogmans, Marc Vercruysse and the Executive Vice-President of the business unit concerned. The directorships in the CICs are unremunerated. The investment advisory committees are composed mainly of the investment managers of the respective business units. 6.3 - Granting of options on shares in CICs In their capacity of board members and/or investment advisory committee members of the co-investment companies, executive committee members (with the exception of the Managing Director) were allotted 23.3 percent, 23.3 percent and 23 percent respectively of the total number of options on the shares of the various co-investment companies set up in 2001, 2004 and 2007. In his capacity of board member of the co-investment companies, the Managing Director was allotted 4 percent, 4.4 percent and 3.9 percent respectively of the total number of options on the shares of the various co-investment companies set up in 2001, 2004 and 2007. 6.4 - Financial impact of the CICs on Gimv The fi nancial impact on Gimv of these CICs is totally dependent on the evolution of the value of the shareholdings held by these companies. On 31 March 2008, the total provision set aside by Gimv for the as yet unexercised options amounts to EUR 9 079 906. This provision is calculated on the assumption that the employees concerned remain with the company until the end of the vesting scheme and is based on the valuation of the fi xed assets in question at the end of the fi nancial year. | 79
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ANNUAL REPORT 2007 | 2008
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KEY FIGURES LIMITED CONSOLIDATION 3
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GIMV AT A GLANCE AN ACTIVE INVESTOR
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Strong performance and expansion in
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In 2007-2008 Gimv realised 10 new i
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Structure | 08 Strategy | 09 Market
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STRATEGY Gimv is an independent, li
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Fundraising Provisional fi gures fr
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35000 30000 25000 20000 15000 10000
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(EUR 6.6 million), Gimv realised in
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Business units Regions Corporate In
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When, in the case of a potential sa
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Gimv takes 86 percent holding WALL
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Gimv accompanies growth through buy
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GIMV OFFERS CREDIBILITY ALFACAM GRO
Page 31 and 32: Joint venture of network and experi
Page 33 and 34: Gimv majority shareholder in TerSta
Page 35 and 36: HVEG - (LowLand Fashion) www.lowlan
Page 37 and 38: Corporate Investment Germany (Halde
Page 39 and 40: Gimv invests in world leader VAG DE
Page 41 and 42: Corporate Investment’s ten larges
Page 43 and 44: Overview of major shareholdings in
Page 45 and 46: Oree develops revolutionary lightin
Page 47 and 48: Liquavista www.liquavista.com Dutch
Page 49 and 50: DIVESTMENTS Business Architects www
Page 51 and 52: Overview of the Gimv ICT portfolio
Page 53 and 54: Gimv continues to support sharehold
Page 55 and 56: GIMV IS A REFERENCE IN THE BIOTECH
Page 57 and 58: PamGene www.pamgene.com PamGene, a
Page 59 and 60: Cleantech Last year Gimv took its f
Page 61 and 62: INVESTMENTS Electrawinds www.electr
Page 63 and 64: Human resources | 60 Responsible co
Page 65 and 66: Policy-wise, Gimv is paying ever gr
Page 67 and 68: RESPONSIBLE CORPORATE BEHAVIOUR You
Page 69 and 70: Management | 66 Corporate Governanc
Page 71 and 72: Zeger Collier has had a varied care
Page 73 and 74: Eric Spiessens is a member of the e
Page 75 and 76: Paul De Ridder has been a member of
Page 77 and 78: 1.2 - Evolution of capital The capi
Page 79 and 80: “Prior to the Board of Directors
Page 81: Finally the audit committee analyse
Page 85 and 86: - Rights and duties of shareholders
Page 87 and 88: 10.4 - Threshold for calling a shar
Page 89 and 90: Volume 16 000 000 14 000 000 12 000
Page 91 and 92: 6 - Dividend policy The Board of Di
Page 93 and 94: 9 - Financial calendar 22 May 2008
Page 95 and 96: DURING THE 2007-2008 FINANCIAL YEAR
Page 97 and 98: INTRODUCTION 1. GENERAL INFORMATION
Page 99 and 100: 2. CONSOLIDATED BALANCE SHEET (IN E
Page 101 and 102: Issued capital Sharepremium account
Page 103 and 104: 6. DIVIDENDS, INTEREST, MANAGEMENT
Page 105 and 106: Other operating income and expenses
Page 107 and 108: The distribution of cash and cash e
Page 109 and 110: STATUTORY CONSOLIDATION 1. CONSOLID
Page 111 and 112: 2. CONSOLIDATED BALANCE SHEET (IN E
Page 113 and 114: Attributable to shareholders of the
Page 115 and 116: 4. CONSOLIDATED CASH FLOW STATEMENT
Page 117 and 118: 5.9 Property, plant and equipment P
Page 119 and 120: more appropriate or whether there i
Page 121 and 122: 6. IMPACT OF NEW OR AMENDED STANDAR
Page 123 and 124: 8. SUBSIDIARIES - CONTINUED Informa
Page 125 and 126: Assets NON-CURRENT ASSETS 31/03/08
Page 127 and 128: Buy-outs Infrastructure Overhead St
Page 129 and 130: Buy-outs Infrastructure Overhead St
Page 131 and 132: Unrealised gains and losses by acti
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14. TAXES (IN EUR 000) 2007-2008 20
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16. PAID AND PROPOSED DIVIDENDS The
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17. GOODWILL EN ANDERE IMMATERIËLE
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19. GOODWILL IMPAIRMENT The goodwil
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22. INVENTORIES (IN EUR 000) Gimv a
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26. PENSION LIABILITIES (IN EUR 000
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Restructuring provision Environment
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29. RELATED PARTIES (IN EUR 000) Ye
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30. FINANCIAL RISK MANAGEMENT See D
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34. OFF-BALANCE SHEET OBLIGATIONS A
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Current liabilities rose by almost
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37. CONNECTION BETWEEN LIMITED AND
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1. BALANCE SHEET AFTER DISTRIBUTION
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GLOSSARY Blue chip: a company that
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Concept & design Concerto Photograp
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