Annual Report 2011 - Analist.be

Corporate governance statement11. Other information relating to thecompany11.1. History and developmentThe Company was founded as the result of the merger in April2001 between GBL S.A. and Electrafina, in which GBL S.A.held more than an 80% stake.Over the years, Electrafina had become the “energy branch”of the group, holding the interests in the oil and electricityindustries. Later, it also invested in media. GBL S.A. on theother hand held direct interests in fields such as financialservices, real estate and trade. As the differences between theassets of the parent company and the subsidiary became lesspronounced over the years, they were brought together into asingle entity.This merger also fit in with the group’s strategy of keeping itsassets internationally positioned in a context of concentrationand increasing competition, which resulted in the divestmentof the financial services and the sale of interests that hadbecome marginal.Since then, the group’s portfolio has been focused on a limitednumber of industrial companies that are leader on theirmarkets in which GBL gradually consolidated its interest andin which it plays the role of long-term professional shareholder.Details on the evolution of the portfolio over the last threefinancial years can be found on page 121 of this annual report.11.2. NameGroupe Bruxelles LambertGroep Brussel Lambertin abbreviated form “GBL”The French and Dutch registered names may be used togetheror separately.11.3. Registered office24, avenue Marnix – 1000 BrusselsThe registered office may be transferred to any other addressin Belgium on a decision by the Board of Directors.11.4. Legal form, incorporation and statutory publicationsThe Company was incorporated on 4 January 1902 as alimited liability company under Belgian law, by deed executedby Edouard Van Halteren, Notary in Brussels, published inthe Appendices to the Moniteur Belge of 10 January 1902,reference number 176. The Articles of Association have beenamended on a number of occasions, most recently by adeed enacted on 12 April 2011 published in the Appendicesto the Moniteur Belge of 25 May 2011, reference numbers2011-05-25/0078414 and 2011-05-25/0078415, 14 June 2011(amending extract), reference numbers 2011-06-14/0087618and 2011-06-14/0087619 and 19 October 2011 (transitionalprovisions), reference numbers 2011-10-19/0157685 and2011-10-19/0157686.11.5. Legislation governing its activitiesThe Company is governed by existing and future laws andregulations applicable to limited liability companies and by itsArticles of Association.11.6. Register of legal entitiesThe Company is listed in the Register of Legal Entities (RPM)under business number 0407.040.209.This number replaces the Trade Register Number (3.902), theVAT number and the social security number.11.7. TermThe Company is incorporated for an unlimited period .11.8. Corporate objectThe Company’s object is to:• conduct on its own behalf or on behalf of third parties anyand all real estate, financial and portfolio managementtransactions; to this end, it may set up companies or bodies,acquire shares therein, and conduct any financing, payment,lending, security or deposit transactions;• carry out studies of all kinds and provide technical, legal,accounting, financial, commercial, administrative ormanagement assistance, on behalf of companies or bodiesin which it directly or indirectly owns shares, or on behalf ofthird parties;• provide on its own behalf or on behalf of third parties anytransport or transit operations.The Company may take an interest, through capitalcontributions or mergers, in any existing or future companiesor bodies whose object might be similar or related to its own orthat might be of such a nature as to confer an advantage in thepursuit of its corporate object.154 Annual Report 2011