Annual Report 2011 - Analist.be

More documents

Recommendations

Info

Corporate governance statement3.2. Remuneration policy3.2.1. Non-executive DirectorsThe remuneration policy for non-executive Directors wasrevised in 2011 to reflect market conditions and newgovernance tendencies that aim to tie remuneration toattendance. In this spirit, the fixed remuneration was reducedand attendance fees were introduced. Non-executive Directorsdo not receive any variable remuneration.3.2.2. Executive ManagementFixed remunerationExecutive Management’s fixed remuneration was revised in2010 for a period of three years, i.e. 2010-2012. It takes intoaccount of the office held and market conditions adjusted interms of the Company’s long-term performance. The basicreference is the market median, the upper bracket applyingonly to the extent that GBL’s long-term performance falls withinthe top quartile of BEL 20 and CAC 40 companies.The fixed remuneration paid to Ian Gallienne and GérardLamarche, who replaced Gérald Frère and Thierry de Rudderas Managing Directors effective 1 January 2012, is in linewith their predecessors’ remuneration. It was set for 2012and will be reviewed in 2013. It is understood that benefits oradvantages resulting from their past career and offices arenot taken into account in calculating their present or futureremuneration. In other words, their above-mentioned overallremuneration will not include the benefits or advantagesgranted to them under agreements concluded before theyjoined GBL’s Executive Management, in the context of theroles they held at the time.Concerning the CEO, as a result of the separation of theoffices of CEO and Chairman of the Board on 1 January 2012,the CEO’s fixed remuneration was reduced in the amountequivalent to the remuneration paid to the new non-executiveChairman of the Board of Directors. The next CEO’sremuneration revision is scheduled in 2013.Variable remunerationThe remuneration policy for the Executive Management doesnot include any short-term variable remuneration in cash. Thispolicy is inspired by the characteristics of the business of aholding company, whose performance is difficult to evaluateover the short term. Executive Management does not receiveany long-term variable remuneration in cash either.Profit-sharing planThe Company implements a long-term profit-sharing planlinked to its performance. In 2011, this plan took again theform of an annual stock option plan. In this context, theBoard of Directors submits yearly to the General Meeting,for its approval, the maximum value of the shares underlyingthe options to be awarded. This value is determined bythe Board of Directors on a proposal from the Nominationand Remuneration Committee, which makes an annualrecommendation to the Board for the value of the coefficientto be applied to the amount of options granted for the year.This coefficient, which can range from 0 to 125%, includes thecriterion of the long-term performance of GBL’s stock pricecompared to the BEL 20 and CAC 40 as well as a criterion ofqualitative assessment.These stock options are issued in accordance with theprovisions of the law of 26 March 1999 relating to the1998 Belgian Employment Action Plan and setting outvarious clauses, as amended by the programme law of24 December 2002. They are options on existing sharesand are issued for ten years.The exercise price for options is determined, in accordancewith the law of 26 March 1999, as being the smaller of thefollowing two values:• the share price on the day before the offer of options;• the average of the 30 days preceeding the offer of options.The options are definitively acquired after a three-year period,at the rate of one third per year, except in the case of a changeof controlling ownership, in which event they are immediatelyvested. However, pursuant to the law of 6 April 2010, optionsgranted to Executive Management after 31 December 2010may not be exercised until at least three years after beinggranted.Since 2007, the Company has issued five instalmentsas part of this plan, the characteristics of which aresummarized below:Year of award 2007 2008 2009 2010 2011Exercise period (1) : from 1/01/2011to 24/05/2017from 1/01/2012to 9/04/2018from 1/01/2013to 16/04/2019from 1/01/2014to 15/04/2020from 1/01/2015to 14/04/2021Prolonged (partially) (2) : until 24/05/2022 until 9/04/2023 - - -Exercise price EUR 91.90 EUR 77.40 EUR 51.95 EUR 65.82 EUR 65.04(1) Commitments made by beneficiaries in the framework of the law of 26 March 1999(2) In the framework of the Economic Recovery Act of 27 March 2009138 Annual Report 2011
3.3. Fees and other gross remuneration collected by non-executive Directors for financial year 2011BoardIn EURBoardMemberCommitteeMember Sub-total Other (1) TotalAntoinette d’Aspremont Lynden (2) 28,667 17,333 46,000 - 46,000Jean-Louis Beffa 34,000 37,000 71,000 - 71,000Georges Chodron de Courcel 46,000 - 46,000 - 46,000Victor Delloye 46,000 - 46,000 - 46,000Paul Desmarais (3) 53,000 18,000 71,000 - 71,000Paul Desmarais, jr 40,000 24,000 64,000 158,597 222,597Ian Gallienne 46,000 - 46,000 720,024 (4) 766,024Gérard Lamarche (2) 28,667 - 28,667 - 28,667Maurice Lippens 46,000 37,000 83,000 - 83,000Michel Plessis-Bélair 40,000 42,500 82,500 - 82,500Gilles Samyn 46,000 76,000 122,000 - 122,000Amaury de Seze 46,000 27,000 73,000 70,583 143,583Jean Stéphenne 43,000 24,500 67,500 - 67,500Gunter Thielen 34,000 25,667 59,667 - 59,667Arnaud Vial 43,000 24,500 67,500 - 67,500Total 620,334 353,500 973,834 949,204 1,923,038(1) Remuneration for offices held in companies in which the group has shareholdings(2) Since 12 April 2011(3) Of which EUR 25,000 as Board Vice-Chairman(4) Amount excluding long-term profit-sharing on the Ergon Capital Partners I, II and III private equity fundsThe non-executive Directors received no variableremuneration.The General Meeting of 12 April 2011 decided to set atEUR 1,200,000 the ceiling for fees paid to non-executiveDirectors for their offices in the Board of Directors andCommittees. A proposal will be put to the Ordinary GeneralMeeting on 24 April 2012 to raise this ceiling to EUR 1,400,000.The proposed increase is the result of the accession toVice-Chairmanship of two new members and the allocationof remuneration for the offices of Chairman of the Board andChairman of the Standing Committee.As a result of the separation of the offices of Chairman ofthe Board and CEO, the Board decided to offset the directremuneration of the Board Chairman through an equivalentdecrease in the CEO’s remuneration. This decrease has nodirect impact on the ceiling submitted to the General Meetingfor approval, since it does not cover executive remuneration.Economically, however, it represents a transfer from the“Executive” to the “non-executive” category, which has theeffect of bringing about a face value increase in the ceilingsubmitted to the General Meeting for approval.Subject to approval by the General Meeting, this amount ofEUR 1,400,000 would be allocated from 1 January 2012,based on the following schedule:• an unchanged annual fixed amount of EUR 25,000 formembers of the Board of Directors (1) ;• an annual fixed amount of EUR 200,000 for theChairmanship of the Board of Directors;• an unchanged annual fixed amount of EUR 15,000 formembers of the Standing Committee (2) ;• an unchanged annual fixed amount of EUR 12,500 formembers of the other Committees (3) ;• unchanged Director’s fees of EUR 3,000 per Board orCommittee meeting.There is no service contract between non-executive membersof the Board of Directors and the Company or any of itssubsidiaries providing for the grant of advantages uponconclusion of their mandate.The members of the Executive Management receive noremuneration for their Directorship as such.3.4. Remuneration of the Executive ManagementFixed remuneration for the Executive Management, which hadnot been revised since 2006, was adjusted in 2010 to reflectmarket conditions. Given the difficult economic and financialclimate, the benchmarking exercise was limited to a generalreview of the evolution of the remuneration of executives ofBEL 20 and CAC 40 companies over the four years preceding2010.The amount of remuneration collected directly and indirectly bymembers of the Executive Management includes remunerationfor offices held in companies in which they represent GBL.Corporate governance statement(1) This amount is doubled for the Vice-Chairmen of the Board of Directors (three since 1 January 2012)(2) This amount is doubled for the Committee Chairman from 1 January 2012(3) This amount is doubled for the other Committees’ ChairmanAnnual Report 2011 139
Page 1:
Annual Report2011 Groupe Bruxelles
Page 4 and 5:
Responsible persons1 Responsibility
Page 6:
Message to shareholdersLadies and G
Page 10 and 11:
Stock Exchange dataShareholder info
Page 14:
Selected Portfolio and financial ad
Page 17:
Consolidated result analysisThe tab
Page 20 and 21:
Consolidated figures IFRSIn 2011, t
Page 22 and 23:
20 Annual Report 2011
Page 24 and 25:
Total is a global, integrated oil a
Page 30:
GDF SUEZ is a world reference energ
Page 34 and 35:
Overview of the activities - GDF SU
Page 36 and 37:
The world’s co-leader in Wine & S
Page 39 and 40:
Main financial data30 June 2011 30
Page 42 and 43:
With a presence in 64 countries, La
Page 45 and 46:
Environment variables and operating
Page 47 and 48:
Data on Stock Exchange and on GBL
Page 49 and 50:
Percentage of share capital .......
Page 51 and 52:
Environment variables and operating
Page 54 and 55:
Suez Environnement is a global lead
Page 58 and 59:
Overview of the activities - Suez E
Page 62 and 63:
Overview of the activities - Arkema
Page 64 and 65:
Overview of the activities - Arkema
Page 66 and 67:
Other investmentsIberdrola(http://w
Page 68 and 69:
66 Annual Report 2011
Page 70 and 71:
Consolidated balance sheet at 31 De
Page 72 and 73:
Consolidated statement of changes i
Page 74 and 75:
Accounting policiesGroupe Bruxelles
Page 77 and 78:
Non-current assets held for sale an
Page 79 and 80:
Pension liabilities and similar obl
Page 81 and 82:
When such estimates are established
Page 83 and 84:
Changes in group structureThe most
Page 85:
NotesFor the sake of consistency, t
Page 88 and 89:
Accounts at 31 December 2011 - Note
Page 90 and 91: Accounts at 31 December 2011 - Note
Page 96: Accounts at 31 December 2011 - Note
Page 99 and 100: In EUR millionLand andbuildingsMine
Page 101 and 102: 11. InventoriesIn EUR million 2011
Page 103 and 104: Bank loans (GBL)GBL drew on its cre
Page 105 and 106: 16. ProvisionsIn EUR million Legal
Page 107 and 108: Asset plan distributionIn % 2011 20
Page 109 and 110: 18. Other current liabilitiesIn EUR
Page 111 and 112: 19.2. Change in net balance sheet p
Page 113 and 114: ImerysImerys has put in place an in
Page 115: Fair value and carrying amountTo re
Page 118 and 119: Statutory Auditor’s report116 Ann
Page 120 and 121: Non-consolidated summary balance sh
Page 122 and 123: Dividend policyThe profit appropria
Page 124 and 125: Accounts at 31 December 2011 - Hist
Page 126 and 127: Corporate governance statementIan G
Page 128 and 129: Corporate governance statement1.1.2
Page 130 and 131: Corporate governance statementGéra
Page 132 and 133: Corporate governance statementAmaur
Page 134 and 135: Corporate governance statementNumbe
Page 136 and 137: Corporate governance statementThe a
Page 138 and 139: Corporate governance statementThe t
Page 142 and 143: Corporate governance statement3.4.1
Page 145 and 146: 6. Risk management and internal con
Page 147 and 148: Six specific risks have been identi
Page 149 and 150: 7. Policy on conflicts of interestC
Page 151 and 152: Extract of the minutes of the meeti
Page 153 and 154: Chain of ownershipPaul G.Desmarais6
Page 155 and 156: 9.3.3. Organisation chart of shareh
Page 157 and 158: 11.9. Capital11.9.1. Issued capital
Page 159 and 160: Resolutions proposed to shareholder
Page 161 and 162: • Regent and Member of the Budget
Page 163 and 164: Paul DesmaraisVice-Chairman of the
Page 165 and 166: • Director of 152245 Canada Inc.
Page 167 and 168: List of activities and other mandat
Page 169 and 170: • Director of Pargesa Holding S.A
Page 171 and 172: • Director of Great-West Lifeco I
Page 173 and 174: Amaury de SezeDirectorList of activ
Page 175 and 176: • Director of 4400046 Canada Inc.
Page 177: Gross annual returnThe gross annual
Page 180: Groupe Bruxelles Lambertwww.gbl.be
show all

Annual Report 2011 - Analist.be

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?