ANNUAL REPORT 2007 | 2008 - Gimv

- Rights and duties of shareholders 7.5
- Commitments to shareholder value 8.0
- Disclosure on corporate governance 8.5
- Structure and functioning of the Board of Directors 8.5
Our corporate governance ratings are compiled according to
a methodology based on internationally recognised corporate
governance standards, regularly updated to refl ect the latest
market expectations in the fi eld of corporate governance.
We conducted this analysis from a position of independence
and objectivity. The rating is based on public and non-public
data provided by Gimv, as well as on “one-to-one” interviews
with members of the Board of Directors and executive committee.
ISS Europe does not audit the information it receives.
This rating and accompanying analysis are based on current
information provided to ISS Europe as of 16 April 2007. The
rating as well as the accompanying analysis may be changed,
suspended or withdrawn as a result of changes in or unavailability
of such information.
The Rating & Investor Report may be obtained from Gimv.
While due care has been taken by ISS Europe in compiling the
information, analysis and interviews, it does not assume any
liability, express or implied, with respect to the consequences or
use of its ratings or analysis. In particular the Rating & Investor
Report on Gimv is not intended to constitute an offer, solicitation
or advice to buy, sell or hold any interest in the company.
Following the assessment of the Corporate Governance structure
and workings of Gimv, ISS Europe also compared the practices
of Gimv with the best practice provisions set out by the Belgian
Corporate Governance Code (Lippens Code). ISS Europe can
confi rm that on a total of 87 best practice provisions Gimv complies
with 82 provisions.”
10. DEPARTURES FROM THE LIPPENS CODE
ISS Europe has established that during 2006-2007 Gimv fulfi lled
all nine principles of the Lippens Code and that all applicable
best practice provisions are complied with, with the exception of
the fi ve best practice provisions mentioned below. Nothing has
changed during 2007-2008, which means that these fi ndings
are still relevant. At the time of the present annual report, Gimv
complies with 94.25 percent of the best practice provisions.
10.1 - Directors’ appointments
Best practice provision 4.1
“There should be a rigorous and transparent procedure for an
effi cient appointment and re-election of directors. The board
should draw up nomination procedures and selection criteria
for board members, allowing for specifi c rules for executive and
non-executive directors where appropriate.”
Departure from the best practice provision
Five members of the Gimv Board of Directors are presented
by the Vlaamse Participatiemaatschappij (VPM) and are also
directors of VPM. The presentation procedure for these directors
therefore deviates from the procedure applied for the other
directorships.
Explanation
The specifi c nature of the ownership structure (and the management
agreement between VPM and the Flemish Region) largely
defi nes the framework for the candidacy of directors other than
the independent directors. This is a reality that Gimv has to take
account of. Notwithstanding this the directors presented by the
reference shareholder provide a good balance and complementarity
of profi les within the board.
10.2 - Composition of the audit committee
Best practice provision 5.2.1
“The board should set up an audit committee composed exclusively
of non-executive directors. At least a majority of its
members should be independent. The chairman of the board
should not chair the audit committee. The board should satisfy
itself that the committee has suffi cient relevant expertise to fulfi l
its role effectively, notably in fi nancial matters.
Departure from the best practice provision
The audit committee has four members, all of them non-executive
directors. Two of them cannot, however, be viewed as
independent within the meaning of the Lippens Code. The audit
committee therefore does not consist primarily of independent
directors.
Explanation
The Board of Directors is aware of the role and value of independent
directors. At the same time it is convinced that membership
of non-independent directors is necessary in order to
achieve a balanced composition of the audit committee. The
Board of Directors fi nds that there are good reasons for including
in this committee directors that have been presented by a
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