The Bel - visit site - Bel Group

CORPORATE GOVERNANCE
PATRICK LONGUECHAUD,
Vice-President Human
Resources and Organization
GUILLAUME JOUËT,
Vice-President Communications,
Public Affairs and Corporate
Social Responsibility
Ensuring
profi tability and
independence
Over 100 years old, Bel is a family-controlled group managed
by the founders’ descendents. Bel takes the long-term view,
in keeping with its policy of sustainable profi tability and growth.
Its corporate governance refl ects this goal.
Fromageries Bel is a French
corporation (société
anonyme) with a Board of
Directors. It is listed on the
Euronext Paris stock
exchange. At December 31,
2011, the Unibel holding company and
members of the Bel/Fiévet family held
a combined 71.2% of Fromageries Bel’s
share capital.Unibel, 98.2% - owned by
members of the Bel/Fiévet family group
at December 31, 2011, is the Bel Group
holding company. Unibel sets the
long-term vision and strategy to guide
the Group’s growth and to ensure its
profi tability and independence.
The Board of Directors
Fromageries Bel is managed by a Board
of Directors whose Chairman is also the
company’s Chief Executive Offi cer.
4 • Bel Group 2011
The Board of Directors is assisted in its work
by two specialized committees, the Audit
Committee and the Appointments and
Compensation Committee, which meet on
average four times a year and may
themselves be assisted by experts of their
own choosing.
The Board of Directors includes seven
members, four of who are independent
Directors in accordance with the
Middlenext corporate governance code,
which Bel uses for guidance in governance
matters. The Board of Directors sets
the company’s strategic directions
primarily in the economic, social, fi nancial,
and industrial realms, and ensures that
those directions are implemented. It deals
with all matters concerning the proper
operation of the Bel Group.
The Board of Directors voted to appoint
FRÉDÉRIC NALIS,
Vice-President Bel
Greater Africa
Fatine Layt as a member of the Board,
subject to the approval of the General
Shareholders Meeting scheduled for
May 10, 2012.
The Audit Committee monitors the
preparation of fi nancial information and
the effectiveness of internal control
systems, risk management, and the
statutory auditing of the annual company
and consolidated fi nancial statements by
auditors. It also ensures the independence
of auditors.
The Appointments and Compensation
Committee notably issues proposals to
the Board of Directors concerning the
selection and appointment of Group
managers, offi cers and directors.
It makes recommendations to the Board
of Directors about director’s fees, bonus
JOE TAYARD,
Vice-President
Bel Near and
Middle East