ANNUAL REPORT 2007 | 2008 - Gimv

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CORPORATE GOVERNANCE reference shareholder, as only in this way is it possible to achieve a balanced composition. When it comes to the core duties of the audit committee, the interests of the reference shareholders and the other shareholders are totally identical. The special role of the independent directors as protectors of the minority shareholders is only relevant in very exceptional circumstances in which there would be a confl ict of interest between the reference shareholder and the minority shareholders. The Board of Directors considers that, with the present number of independent directors, the audit committee is composed in a balanced way of parties who have an interest in a well and independently functioning audit committee. 10.3 - Powers of the nomination committee Best practice provision 5.3.4 “The nomination committee should make recommendations to the board with regard to the appointment of directors. Guideline: The role of the nomination committee should be to ensure that the appointment and re-election process is organised objectively and professionally. 82 | Gimv Annual Report 2007-2008 | Management, Corporate Governance and Shareholders Guideline: more specifi cally the nomination committee should: - draft appointment procedures for board members; - periodically assess the size and composition of the board and make recommendations to the board with regard to any changes; - identify and nominate, for the approval of the board, candidates to fi ll any vacancies as they arise; - advise on proposals for appointment originating from shareholders; - properly consider issues relating to succession planning.” Departure from the best practice provision The nomination committee has no say in the selection of candidates proposed by VPM. Explanation This situation derives from the specifi c nature of the company’s ownership structure, as explained in 10.1. Best practice provision 5.3.5 “The nomination committee should consider proposals made by relevant parties, including management and shareholders. In particular the CEO should be entitled to submit proposals to, and be adequately consulted by the nomination committee, especially when dealing with issues related to executive directors or executive management.” Departure from the best practice provision Except with respect to the Managing Director, the nomination committee is not empowered to put forward nominations for management posts. Explanation The Lippens Code is directed primarily at enterprises with a one tier structure. Gimv has a de facto two-tier management structure, with the Managing Director responsible for day-to-day management and the composition of management, whilst the Board of Directors concentrates on setting general policy lines and on its supervisory function.
10.4 - Threshold for calling a shareholders’ meeting Best practice provision 8.9 “The level of shareholding for the submission of proposals by a shareholder to the general shareholders’ meeting should not exceed 5 percent of the share capital.” Departure from the best practice provision Gimv has no special provision in its articles of association for lowering the 20 percent legal threshold for calling a general meeting. Nor is there any separate stipulation with regard to placing an item on the agenda of a general meeting. Explanation The Board of Directors will consider any reasonable proposal made by a shareholder, regardless of how many shares he or she holds. If the proposal is in Gimv’s and its shareholders’ interest the Board of Directors will place it on the agenda of the general meeting. The introduction of a lower threshold would moreover not make any de facto difference, given that no single shareholder (with the exception of VPM) holds more than 5 percent. | 83
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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
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Joint venture of network and experi
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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 and 82: Finally the audit committee analyse
Page 83 and 84: This includes: - joint fi xed remun
Page 85: - Rights and duties of shareholders
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
Page 133 and 134: 14. TAXES (IN EUR 000) 2007-2008 20
Page 135 and 136: 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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