Annual Report 2011 - Analist.be

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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
1. Board of directors1.1. Composition on 1 january 2012Current term of office Participation in Board Committees and/or in Executive ManagementChairman of the Board of DirectorsGérald Frère 2011-2015 Member of the Standing CommitteeCEO, Managing DirectorBaron Frère 2011-2015 Member of the Standing CommitteeChairman of the Executive ManagementVice-Chairmen, DirectorsPaul DesmaraisPaul Desmarais, jrThierry de RudderManaging DirectorsIan GallienneGérard LamarcheDirectorsGeorges Chodron de CourcelVictor DelloyeMichel Plessis-BélairGilles SamynAmaury de SezeArnaud VialIndependent DirectorsCountess Antoinette d’Aspremont LyndenJean-Louis BeffaCount Maurice LippensBaron StéphenneGunter ThielenSecretary General and Compliance OfficerAnn Opsomer2011-20152011-20152009-20122009-20122011-20152009-20122010-20132010-20132011-20152010-20132010-20132011-20152010-20132010-20132010-20132010-2013Member of the Standing CommitteeMember of the Standing CommitteeChairman of the Standing CommitteeMember of the Standing CommitteeMember of the Executive ManagementMember of the Standing CommitteeMember of the Executive Management--Member of the Standing Committee andof the Nomination and Remuneration CommitteeMember of the Standing Committee andof the Nomination and Remuneration CommitteeMember of the Standing CommitteeMember of the Audit CommitteeMember of the Audit CommitteeChairman of the Audit CommitteeChairman of the Nomination and Remuneration CommitteeMember of the Nomination and Remuneration CommitteeMember of the Nomination and Remuneration CommitteeHonorary Managing DirectorsCount Jean-Pierre de Launoit (1) , Jacques Moulaertand Emile QuevrinHonorary DirectorsJacques de Bruyn, Comte Baudouin du Chastel de la Howarderie,Jacques-Henri Gougenheim, Baron Philippe Lambert, CountJean-Jacques de Launoit and Aldo Vastapane1.1.1. Evolution of the group’s governance since 1 January 2012The composition of the Board of Directors on 1 January 2012results from the following changes of governance:• At the end of December 2011, Gérald Frère and Thierryde Rudder stepped down from their executive function.Ian Gallienne and Gérard Lamarche succeeded them on1 January 2012 and, since that date, together with AlbertFrère, make up the Company’s Executive Management.Albert Frère continues to chair the Executive Managementas CEO.• On 1 January 2012, Albert Frère handed over the chairmanshipof the Board of Directors to Gérald Frère so as toseparate the duties of Board Chairman from those of CEO.Apart from the advantages offered by the separation of theoffices of CEO and Board Chairman, the choice of GéraldFrère was motivated by his qualities as a mediator and hisexperience and thorough knowledge of the group, acquiredthroughout his long career as the Company’s ManagingDirector.Thierry de Rudder replaced Gérald Frère on that same dateas Chairman of the Standing Committee.• Lastly, at the beginning of 2012, Paul Desmarais, jr andThierry de Rudder took up the duties of Vice-Chairmenof the Board alongside Paul Desmarais.Apart from the changes described above, the composition ofthe Board of Directors at the end of December 2011 is identicalto that presented on 1 January 2012 in the above table.Corporate governance statement(1) Vice-Chairman, Honorary Managing DirectorAnnual Report 2011 125
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Annual Report2011 Groupe Bruxelles
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Responsible persons1 Responsibility
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Message to shareholdersLadies and G
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Stock Exchange dataShareholder info
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Selected Portfolio and financial ad
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Consolidated result analysisThe tab
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Consolidated figures IFRSIn 2011, t
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20 Annual Report 2011
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Total is a global, integrated oil a
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GDF SUEZ is a world reference energ
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Overview of the activities - GDF SU
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The world’s co-leader in Wine & S
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Main financial data30 June 2011 30
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With a presence in 64 countries, La
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Environment variables and operating
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Data on Stock Exchange and on GBL
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Percentage of share capital .......
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Environment variables and operating
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Suez Environnement is a global lead
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Overview of the activities - Arkema
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Overview of the activities - Arkema
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Other investmentsIberdrola(http://w
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Consolidated balance sheet at 31 De
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Consolidated statement of changes i
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Accounting policiesGroupe Bruxelles
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Gross annual returnThe gross annual
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Groupe Bruxelles Lambertwww.gbl.be
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