The Bel - visit site - Bel Group

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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
ANTOINE FIÉVET, Chairman and CEO ÉRIC DE PONCINS, Vice-President Bel Americas, Asia-Pacifi c share and stock option awards and, generally, compensation for Group offi cers and managers. It also takes part in implementing the Group’s strategic plan for human resources management. The Appointments and Compensation Committee is currently assisted by an outside adviser. General management Antoine Fiévet has served as Bel’s Chairman and CEO since May 14, 2009. In accordance with French law, the Chief Executive Offi cer is invested with the broadest powers to act in all circumstances on behalf of Fromageries Bel, within the limit of the company’s legally stated purpose and the provisions spelled out in the Board of Director’s internal regulations. He is assisted by Bruno Schoch, Deputy General Manager, responsible primarily for Group fi nance, legal affairs, IT systems, and development. BRUNO SCHOCH, Deputy General Manager PEDRO FERNANDES, Vice-President Innovation and Brands Group Management Committee The Group Management Committee operates under the authority of CEO and Chairman Antoine Fiévet. Its membership includes the deputy general manager and eight vice-presidents, each one responsible for an activity, namely Human Resources and Organization, Manufacturing Operations, Innovation and Brands, and Communication, Public Affairs and Corporate Social Responsibility, or an operational region, namely Western Europe, Eastern Europe, Americas Asia-Pacifi c, the Near and Middle East, and Greater Africa. The Group Management Committee assists general management in implementing the strategy put forth by the Board of Directors and ensures the coordination of Group activities. HUBERT MAYET, Vice-President Group Manufacturing Operations THE BOARD OF DIRECTORS Antoine Fiévet, Chairman and Chief Executive Offi cer Michel Arnaud*, Director Philippe Deloffre, Unibel’s Permanent Representative James Lightburn*, Director Luc Luyten*, Director Florian Sauvin, Director Johnny Thijs*, Director AUDIT COMMITTEE Philippe Deloffre, Chairman James Lightburn* Johnny Thijs* APPOINTMENTS AND COMPENSATION COMMITTEE Luc Luyten*, Chairman Antoine Fiévet DEPUTY GENERAL MANAGER Bruno Schoch * Independent Director FRANCIS LE CAM, Vice-President Bel Western Europe Bel Group 2011 • 5
Page 1 and 2: 2011 BUSINESS AND CORPORATE SOCIAL
Page 3 and 4: An extraordinary brand portfolio Be
Page 5 and 6: PROFILE 17 marques nationales 8 mar
Page 7: 4.5% increase versus 2010 sales €
Page 11 and 12: Sales breakdown 30 international an
Page 13 and 14: Bel Foodservice Bel Foodservice ope
Page 15 and 16: NEAR AND MIDDLE EAST ”Sales volum
Page 17 and 18: ● SENEGAL Closer to consumers In
Page 19 and 20: ● MOROCCO 90 years of nutrition T
Page 21 and 22: priority areas of action to be take
Page 23 and 24: 2011 Bel Group • 19
Page 25 and 26: Goal: One billion consumers by 2020
Page 27 and 28: 8% of Group sales generated by inno
Page 29 and 30: 14% reduction in salt content for T
Page 31 and 32: Bel Group 2011 • 27
Page 33 and 34: ”People First”, the social char
Page 35 and 36: Two areas of concern emerged from t
Page 37 and 38: can help defi ne action plans that
Page 39 and 40: A patchwork of actions A child in h
Page 41 and 42: What will The Laughing Cow ® W TC9
Page 43 and 44: Preserving the environment Bel is l
Page 45 and 46: practices. In countries lacking suc
Page 47 and 48: Esabel In 2011, Esabel was started
Page 49 and 50: 33% reduction in CO2 emissions from
Page 51 and 52: Bel Group 2011 • 47
Page 53 and 54: OUTLOOK FOR 2012 AND BEYOND The Gro
Page 55 and 56: OUTLOOK FOR 2012 AND BEYOND The Gro
Page 57 and 58: OUTLOOK FOR 2012 AND BEYOND In coun
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OUTLOOK FOR 2012 AND BEYOND The Gro
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OUTLOOK FOR 2012 AND BEYOND The Gro
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OUTLOOK FOR 2012 AND BEYOND • Thr
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Dividend On March 22, 2012, the Boa
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CONSOLIDATED BALANCE SHEET AT DECEM
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The Bel - visit site - Bel Group

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