Annual Report 2011 - Analist.be

Corporate governance statement1.1.2. Composition of the Board of DirectorsThe composition of GBL’s Board of Directors reflects theCompany’s controlling shareholding. GBL is controlled byPargesa Holding S.A. (through its wholly-owned subsidiaryPargesa Netherlands B.V.). Pargesa Holding S.A., incorporatedunder Swiss law, is itself controlled by Parjointco N.V.,incorporated under the laws of the Netherlands and whosecapital is owned 50-50 by Frère-Bourgeois/CNP-NPM groupand Power Corporation of Canada group, under an agreementconcluded by the two groups in 1990.That agreement aims to establish and maintain parity betweenPower Corporation of Canada group and Frère-Bourgeois/CNP-NPM group in Pargesa Holding S.A., GBL and theirrespective designated subsidiaries. It was prolonged in 1996and will expire in 2014 if not renewed.By virtue of that agreement, of the eighteen members ofthe GBL Board of Directors, ten are representatives ofthe controlling shareholders, with five appointed by Frère-Bourgeois/CNP-NPM group (namely Albert Frère, GéraldFrère, Victor Delloye, Ian Gallienne and Gilles Samyn) andfive by Power Corporation of Canada group (namely PaulDesmarais, Paul Desmarais, jr, Michel Plessis-Bélair, Amauryde Seze and Arnaud Vial).The shareholding structure explains why the composition ofthe Board of Directors departs from the 2009 Code, whichrecommends a Board composition such that no individual orgroup of Directors should dominate the decision-making.This ownership situation also justifies the presence ofrepresentatives of the controlling shareholders in the AuditCommittee (two of the four members) and in the StandingCommittee (seven of the eight members in 2011 and eight ofthe ten members from 2012).The Board of Directors, for the sake of proper application ofcorporate governance provisions and respect for the interestsof all the Company’s shareholders, ensures the presence andcontribution of a sufficient number of quality independentDirectors. It is also gradually increasing the number of womenamong its members.In that spirit, the Ordinary General Meeting of 12 April 2011appointed Antoinette d’Aspremont Lynden as the Company’sfifth independent Director.1.2. Information on the directors (1)1.2.1. Main activity and other offices held by the membersof the Board of DirectorsThe full list of offices held by the members of the Boardof Directors during the last five years may be consultedon page 158 of this report. The list of offices held in listedcompanies during the financial year is found in point 1.2.4.Gérald FrèreChairman of the Board of DirectorsBusiness address:Groupe Bruxelles Lambert24, avenue Marnix – 1000 Brussels (Belgium)Curriculum VitaeBorn on 17 May 1951, in Charleroi, Belgium, Belgian nationality.After being educated in Switzerland, Gérald Frère joinedthe family company, Frère-Bourgeois group (Belgium),where he took up the duties of Managing Director. He is alsoChairman of the Board of Directors of Compagnie Nationaleà Portefeuille S.A. (CNP-NPM) and a Regent of the NationalBank of Belgium.He was appointed to the Board of Directors of GroupeBruxelles Lambert in 1982. In 1993, he was named ManagingDirector and Chairman of the Standing Committee, duties heheld until retiring at the end of 2011. Gérald Frère took up theposition of Chairman of the Board of Directorson 1 January 2012.Albert FrèreCEO and Managing DirectorBusiness address:Groupe Bruxelles Lambert24, avenue Marnix – 1000 Brussels (Belgium)Curriculum VitaeBorn on 4 February 1926, in Fontaine-l’Evêque, Belgium,Belgian nationality.After managing steel undertakings in the Charleroi regionand marketing their products, Albert Frère founded PargesaHolding S.A., in partnership with other businessmen, inGeneva, in 1981. Pargesa Holding S.A. acquired interests inGroupe Bruxelles Lambert in 1982.He has since held the positions of Managing Director and CEOand, from 1987 to 2011, Chairman of the Board of Directors.1.1.3. Appointments to be proposed to the 2012 Ordinary General MeetingThe Ordinary General Meeting will be asked to renew theterms of office of Georges Chodron de Courcel, Ian Gallienneand Thierry de Rudder, which expire at the conclusion of theOrdinary General Meeting on 24 April 2012. The Board ofDirectors proposes to renew these mandates for a period offour years, i.e. up until the conclusion of the General Meetingto be convened in 2016 to deliberate on the accounts for 2015.(1) As transmitted individually to the Company by each of the members of the Board of Directors126 Annual Report 2011