Annual Report 2011 - Analist.be

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Corporate governance statementThe above options were allotted to Gérald Frère andThierry de Rudder in their capacity as members of ExecutiveManagement. In accordance with the law of 7 November2011 referred to on page 124, they may not be allotted anymore options from 1 January 2012, date on which they werereplaced by Ian Gallienne and Gérard Lamarche as ManagingDirectors, as shown on page 125.1.2.12. Restriction concerning the disposal of shares in GBL’s capitalTo the best of the Company’s knowledge, there are norestrictions concerning the disposal by a Director of sharesowned in GBL, with the exception of what is stipulated for theprohibited and closed periods.1.3. Executive Management and Chief Executive Officer (CEO)1.3.1. CompositionThree Managing Directors, who together make up theCompany’s Executive Management, are responsible for GBL’sday-to-day management.In 2011, Albert Frère, Gérald Frère and Thierry de Rudder werethe three members of Executive Management.At the end of 2011, Gérald Frère and Thierry de Rudderstepped down from their executive offices and werereplaced as Managing Directors by Ian Gallienne and GérardLamarche. Accordingly, as from 1 January 2012, the ExecutiveManagement college is made up of Albert Frère, Ian Gallienneand Gérard Lamarche. Albert Frère still chairs the ExecutiveManagement.The 2009 Code recommends a separation between theresponsibilities of the Chairman of the Board of Directorsand those of the CEO. At GBL, the offices of Chairman of theBoard of Directors and CEO were held by the same personuntil the end of 2011. This situation was the result of theCompany’s history: Albert Frère has been the Company’s CEOsince 1982 and had chaired the Board of Directors since 1987.On 1 January 2012, Gérald Frère succeeded Albert Frère asChairman of the Board of Directors, thus separating the rolesof Board Chairman and CEO. Albert Frère continues to holdthe latter office.1.3.2. Competences and functioning of the Executive ManagementThe Executive Management ensures the group’s operationalmanagement collegially. It enjoys a large autonomy: its powersare not limited to implementation of the Board of Directors’decisions but also include all acts necessary for conductingthe ordinary activities of the Company and its subsidiaires andimplementing the Company’s strategy. The functioning of theExecutive Management is described in the Charter, Chapter III,point B. 3.1.3.3. Evaluation of the Executive ManagementThe Company’s Charter does not provide for any specificprocedure for evaluating the performance of the CEO and ofother members of the Executive Management, as foreseenby the 2009 Code. Such evaluation occurs on an on-goingand informal basis within the framework of meetings of theBoard and its Committees, and more formally with the triennialassessment of the performance of the Board of Directors (seeCharter, Chapter III, point B. 5. and Chapter III, point A. 4.2.5.).1.4. Competences and functioning of the Board of DirectorsThe competences and functioning of the Board of Directorsare described in the Charter, Chapter III, point A. 4.1. and 4.2.1.5. Board meetings held in 2011 and Directors’ attendanceThe Board of Directors met seven times in 2011, with anaverage attendance rate by Directors of 84.13% for allmeetings. Some members attended five of these meetingsby telephone.The Directors’ individual attendance rate for these meetingswas as follows:AttendanceDirectorsrateAlbert Frère 100.00%Paul Desmarais 14.29%Gérald Frère 100.00%Thierry de Rudder 100.00%Antoinette d’Aspremont Lynden (1) 100.00%Jean-Louis Beffa 42.86%Georges Chodron de Courcel 100.00%Victor Delloye 100.00%Paul Desmarais, jr 71.43%Ian Gallienne 100.00%Gérard Lamarche (1) 100.00%Maurice Lippens 100.00%Michel Plessis-Bélair 71.43%Gilles Samyn 100.00%Amaury de Seze 100.00%Jean Stéphenne 85.71%Gunter Thielen 42.86%Arnaud Vial 85.71%Total 84.13%(1) A Directors appointed by the General Meeting on 12 April 2011; attendance rate calculatedon the basis of Board meetings held after that date134 Annual Report 2011
The Board meetings in March and July traditionally haveon their agenda the adoption of the consolidated financialstatements and accounts on 31 December and 30 June. TheMay and November meetings focus on the quarterly accounts.The portfolio of investments is generally on the agenda of allmeetings, investments being reviewed to different degrees.Throughout the year, the Board focused its works on variousinvestment projects.At its meeting in March 2011, the Board turned its attentionto the convening of the Ordinary and Extraordinary GeneralMeetings. It approved their agendas, in particular theproposals for the appointment of Antoinette d’AspremontLynden (and also her recognition as an independent Director)and of Gérard Lamarche.The meeting of non-executive Directors was held on 5 May 2011.These Directors aired their views on the following points:• the quality of relations between the CEO/ExecutiveManagement and the Board of Directors;• information provided by the CEO/Executive Management;• the assessment by the Board of the CEO/ExecutiveManagement;• the division of tasks between the Executive Managementand the Board of Directors;• the possibility for Directors to meet the CEO and othermembers of the Executive Management outside of Boardmeetings.No specific criticisms were formulated on any of these matters,all of which were deemed satisfactory.At the end of March, the Board approved the acquisition of the25.6% stake in Imerys held by Pargesa Holding S.A. throughits wholly-owned subisidary, Pargesa Netherlands B.V.,GBL’s parent company. This transaction was carried out incompliance with the procedure laid down in Article 524 of theCompany Code (see below, p. 147).In May, the Board endorsed the scheme for the evolutionof GBL’s governance, which plans to entrust day-to-daymanagement to Ian Gallienne and Gérard Lamarche as fromthe 2012 General Meeting. It also agreed on the appointmentgeneral conditions of these two new Managing Directors.In November, the Board pushed forward to 1 January 2012the date of the transition from the old to the new team andadopted measures allowing for the effective implementationof the planned changes. At this same meeting, the Boardexamined different financing methods and related decisions.1.6. Effectiveness and evaluation of the BoardIn accordance with its rules of procedure (see Charter,Chapter III, point A. 4.2.5.), the Board of Directors evaluatesits own performance every three years based on an individualquestionnaire. This assessment tool concerns the size,composition and collective performance of the Board ofDirectors, as well as the actual contribution of each Directorand the Board of Director’s interaction with ExecutiveManagement. In addition to this evaluation procedure, thenon-executive Directors meet annually in the absence of theCEO and of the other members of the Executive Managementto review the interaction between the non-executive Directorsand the Executive Management.The first assessment procedure of the Board of Directors wascarried out in 2007.A subsequent assessment of the functioning of the Board ofDirectors and the interaction between the Board and ExecutiveManagement was held in the first quarter of 2010. The resultswere communicated to the Board on 5 May 2010 and werevery satisfactory.There is no pre-established procedure for evaluating thecontribution and effectiveness of the Director whose reelectionis proposed. The actual contribution of eachDirector is assessed as part of the periodic evaluation of theBoard of Directors. Furthermore, the proposal for renewalof directorships implicitly confirms the contribution andeffectiveness of the Director concerned to the work of theBoard of Directors.2. Board CommitteesThe Board of Directors is assisted by the Standing Committee,the Nomination and Remuneration Committee and theAudit Committee, which carry out their activities underits responsibility. The rules of procedure for each of theseCommittees is found in Annex 1 of the Charter.2.1. Standing Committee2.1.1. CompositionThe Standing Committee was made up of eight members in2011. It is chaired by Gérald Frère.On 1 January 2012, Ian Gallienne and Gérard Lamarchebecame members of the Standing Committee, bringing itstotal membership to ten, eight of whom are representatives ofthe controlling shareholders. As from that same date, Thierryde Rudder took up the Committee’s chairmanship and GéraldFrère was appointed Chairman of the Board of Directors.It is proposed to the Board of Directors on 6 March 2012to renew the appointments of Thierry de Rudder andIan Gallienne to the Standing Committee, subject to theirre-election to the Board by the Ordinary General Meetingon 24 April 2012.Corporate governance statementAnnual Report 2011 135
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Annual Report2011 Groupe Bruxelles
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Responsible persons1 Responsibility
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Message to shareholdersLadies and G
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Stock Exchange dataShareholder info
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Selected Portfolio and financial ad
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Consolidated result analysisThe tab
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Consolidated figures IFRSIn 2011, t
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20 Annual Report 2011
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Total is a global, integrated oil a
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GDF SUEZ is a world reference energ
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Overview of the activities - GDF SU
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The world’s co-leader in Wine & S
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Main financial data30 June 2011 30
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With a presence in 64 countries, La
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Environment variables and operating
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Data on Stock Exchange and on GBL
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Percentage of share capital .......
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Environment variables and operating
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Suez Environnement is a global lead
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Overview of the activities - Suez E
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Overview of the activities - Arkema
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Overview of the activities - Arkema
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Other investmentsIberdrola(http://w
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66 Annual Report 2011
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Consolidated balance sheet at 31 De
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Consolidated statement of changes i
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Accounting policiesGroupe Bruxelles
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Non-current assets held for sale an
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Page 163 and 164: Paul DesmaraisVice-Chairman of the
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Page 167 and 168: List of activities and other mandat
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Page 173 and 174: Amaury de SezeDirectorList of activ
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Page 177: Gross annual returnThe gross annual
Page 180: Groupe Bruxelles Lambertwww.gbl.be
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