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 <strong>be</strong>tweenPower 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 mem<strong>be</strong>rs ofthe GBL Board of Directors, ten are representatives ofthe controlling shareholders, with five appointed by Frère-Bourgeois/CNP-NPM group (namely Al<strong>be</strong>rt 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 mem<strong>be</strong>rs) and in the StandingCommittee (seven of the eight mem<strong>be</strong>rs in <strong>2011</strong> and eight ofthe ten mem<strong>be</strong>rs 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 num<strong>be</strong>r of quality independentDirectors. It is also gradually increasing the num<strong>be</strong>r of womenamong its mem<strong>be</strong>rs.In that spirit, the Ordinary General Meeting of 12 April <strong>2011</strong>appointed 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 mem<strong>be</strong>rsof the Board of DirectorsThe full list of offices held by the mem<strong>be</strong>rs of the Boardof Directors during the last five years may <strong>be</strong> 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 Lam<strong>be</strong>rt24, avenue Marnix – 1000 Brussels (Belgium)Curriculum VitaeBorn on 17 May 1951, in Charleroi, Belgium, Belgian nationality.After <strong>be</strong>ing 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 Lam<strong>be</strong>rt in 1982. In 1993, he was named ManagingDirector and Chairman of the Standing Committee, duties heheld until retiring at the end of <strong>2011</strong>. Gérald Frère took up theposition of Chairman of the Board of Directorson 1 January 2012.Al<strong>be</strong>rt FrèreCEO and Managing DirectorBusiness address:Groupe Bruxelles Lam<strong>be</strong>rt24, 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, Al<strong>be</strong>rt Frère founded PargesaHolding S.A., in partnership with other businessmen, inGeneva, in 1981. Pargesa Holding S.A. acquired interests inGroupe Bruxelles Lam<strong>be</strong>rt in 1982.He has since held the positions of Managing Director and CEOand, from 1987 to <strong>2011</strong>, Chairman of the Board of Directors.1.1.3. Appointments to <strong>be</strong> proposed to the 2012 Ordinary General MeetingThe Ordinary General Meeting will <strong>be</strong> 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 <strong>be</strong> convened in 2016 to deli<strong>be</strong>rate on the accounts for 2015.(1) As transmitted individually to the Company by each of the mem<strong>be</strong>rs of the Board of Directors126 <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>
Paul DesmaraisVice-Chairman of the Board of DirectorsBusiness address:Power Corporation of Canada751, Victoria Square – Montreal,Que<strong>be</strong>c H2Y 2J3 (Canada)Curriculum VitaeBorn on 4 January 1927 in Sudbury, Ontario, Canada,Canadian nationality.After earning a degree in business administration from theUniversity of Ottawa (Canada), Paul Desmarais took overa bus company in Sudbury (Ontario) in 1951. In 1959, hefounded Transportation Management Corporation Limitedand then went on to acquire Provincial Transport Limited in1960. He acquired effective control over Entreprises GelcoLimitée in 1962. In 1968, he acquired a controlling stake inPower Corporation of Canada, an international managementand holding company. He served as its Chairman and ChiefManagement Officer from 1968 to 1996. Today, he chairs thefirm’s Executive Committee.He has <strong>be</strong>en a Director of Groupe Bruxelles Lam<strong>be</strong>rt since1982 and currently is Vice-Chairman of the Board of Directors.Paul Desmarais, jrVice-Chairman of the Board of DirectorsThierry de RudderVice-Chairman of the Board of DirectorsBusiness address:Groupe Bruxelles Lam<strong>be</strong>rt24, avenue Marnix - 1000 Brussels (Belgium)Curriculum VitaeBorn on 3 Septem<strong>be</strong>r 1949, in Paris, France, French andBelgian nationality.Thierry de Rudder has degrees in mathematics from theUniversity of Geneva and Free University of Brussels (ULB) andan MBA from Wharton School in Philadelphia.He <strong>be</strong>gan his career in the United States and joined Citibankin 1975, where he held various positions in New York and thenin Europe.He is currently Vice-Chairman of the Board of Directors andChairman of the Standing Committee of Groupe BruxellesLam<strong>be</strong>rt, which he joined in 1986 and where he held theposition of Managing Director until Decem<strong>be</strong>r <strong>2011</strong>.Ian GallienneManaging DirectorBusiness address:Groupe Bruxelles Lam<strong>be</strong>rt24, avenue Marnix - 1000 Brussels (Belgium)Business address:Power Corporation of Canada751, Victoria Square – Montreal,Que<strong>be</strong>c H2Y 2J3 (Canada)Curriculum VitaeBorn on 3 July 1954 in Sudbury, Ontario, Canada, Canadiannationality.Paul Desmarais, jr has a degree in business studies fromMcGill University in Montreal and an MBA from INSEAD inFontainebleau.He <strong>be</strong>gan his career in England with S.G. Warburg & Co. Ltd.,moving on to Standard Brands Incorporated in New York.In 1981, he joined Power Corporation of Canada, where heis now Chairman of the Board and co-Chief ManagementOfficer. He has <strong>be</strong>en a Director of Groupe Bruxelles Lam<strong>be</strong>rtsince 1990.Curriculum VitaeBorn on 23 January 1971, in Boulogne-Billancourt, France,French nationality.Ian Gallienne has a degree in Management and Administration,with a specialisation in Finance, from the E.S.D.E. in Paris andan MBA from INSEAD in Fontaineble u.He <strong>be</strong>gan his career in Spain, in 1992, as co-founder of acommercial company. From 1995 to 1997, he was a mem<strong>be</strong>rof management of a consulting firm specialised in thereorganisation of ailing companies in France. From 1998 to2005, he was Manager of the private equity funds RhôneCapital LLC in New York and London. Since 2005, he has<strong>be</strong>en a co-founder and Managing Director of the private equityfunds Ergon Capital Partners in Brussels.He has <strong>be</strong>en a Director of Groupe Bruxelles Lam<strong>be</strong>rt since2009 and Managing Director since 1 January 2012.Corporate governance statement<strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 127