Annual Report 2011 - Analist.be

Corporate governance statementIan Gallienne, Baron Frèreand Gérard LamarcheGroupe Bruxelles Lambert (“GBL” or the “Company”) complieswith the provisions of the 2009 Belgian Code on CorporateGovernance (the “2009 Code”) that may be consulted onhttp://www.corporategovernancecommittee.be/en/2009_code/latest_edition/.The Company also ensures its compliance with various goodgovernance legal requirements.The rules of conduct for members of GBL’s Board of Directorsand of its specialised Committees as well as the rulesgoverning the functioning of these bodies are set out in theCompany’s Corporate Governance Charter (the “Charter”).The Company published its first Charter at the end of 2005.Since then, the Board of Directors has ensured that thisdocument remains in line with the 2009 Code and the variouslegal developments in the field of corporate governance. Theamended document is available on the Company’s website(http://www.gbl.be).Legislation related to corporate governance has evolvedsignificantly in recent years. The law of 6 April 2010strengthened corporate governance for listed companiesby transforming a number of 2009 Code provisions into legalobligations, for which the “comply or explain” principle willno longer apply. This is the case, for instance, for the creationof a remuneration committee and for the publication of acorporate governance statement which, as from financial year2011, must also include a remuneration report. For mattersnot regulated by the law of 6 April 2010, this legislation obligeslisted companies to specify which Corporate GovernanceCode they apply and consequently, in case of derogation,to explain the reasons (the “comply or explain” principle).On 6 June 2010, a royal decree designated the 2009 Codeas the reference code on corporate governance.The law of 20 December 2010 introduced new rulesfor listed companies that must be complied with as from1 January 2012. These rules aim to increase shareholders’active participation in general meetings and to foster effectivedialogue between shareholders and management. TheCompany adopted the measures required to comply withthis law of 20 December 2010 by amending its Articles ofAssociation on 12 April 2011.The diversity of the Board of Directors’ composition wasstrengthened by the law of 28 July 2011, which aims toensure presence of women on the Board of Directors of listedcompanies. Accordingly, from 1 January 2017, GBL’s Boardof Directors will have to include at least one third of women.Lastly, the law of 7 November 2011 amending the CompanyCode regarding the variable remuneration for non-executivedirectors of listed companies has no impact on GBL’scorporate governance. The Company’s remuneration policydoes not provide for variable remuneration for non-executivemembers of the Board of Directors.This chapter describes the composition and functioning of theadministrative bodies and of their committees. It commentson the practical application of GBL group’s governance rulesduring the financial year ended on 31 December 2011 and theperiod following its closing up to the Ordinary General Meetingon 24 April 2012. It also lists the Company’s derogations fromcertain provisions of the 2009 Code and explains the reasonsbehind them. It includes a remuneration report and describesthe principal characteristics of the Company’s internal controland risk management systems.124 Annual Report 2011