Annual Report 2011 - Analist.be

1.2.2. Designation and appointment of DirectorsDirectors are designated and appointed on the basis ofprocedures and selection criteria that are described in theCharter in Chapter III, point A. 2., in conformity with the 2009Code, apart from one exception. The 2009 Code states thatthe Chairman of the Board of Directors or another nonexecutiveDirector shall conduct the appointment process. In2011, this task was performed by the Chairman of the Board,who was also the CEO. On 1 January 2012, GBL came fullyinto compliance with this provision: Gérald Frère, as nonexecutiveDirector, succeeded Albert Frère as Chairman ofthe Board of Directors and from that date has taken on theprocedure for the appointment of Directors.1.2.3. Professional developmentNew Directors receive appropriate information enabling themto contribute rapidly to the work of the Board of Directors. Ifthe Director sits in a Board Committee as well, the informationtransmitted also includes a description of the Committee’sremit, and all other information related to its tasks. Directorsare also given the opportunity to discuss any questionsabout the performance of their mandate with the Company’sExecutive Management. The selection of new Directors isprimarily determined by the level of professional experienceand competence with respect to the activities of a holdingcompany, no other formal training being required.1.2.4. Offices held by Directors in listed companiesThe following table shows the offices held in listed companiesby each of the Directors as of 31 December 2011, both inBelgium and in other countries.Two figures are indicated for the number of offices. The firstfigure represents the total number of offices held; the secondsmaller figure is obtained by consolidating all the offices heldwithin a same group as its representative to the differentcompanies in which it owns a shareholding.The specific nature of a holding company is to own shareswhose performance must be monitored by the company’smanagers. In these circumstances, Directors may legitimatelyhold more than five offices as their main professional activity,which explains why the Charter establishes a derogation fromthe provisions of the 2009 Code in this respect.Throughout their term of office, Directors continue to developtheir competence and knowledge of the Company in order tocarry out their responsibilities in the Board of Directors and inits Committees.Number of offices Name of the listed companyAlbert Frère 5 / 3 Pargesa Holding S.A. (CH)Groupe Bruxelles Lambert (B)GDF SUEZ (F)LVMH (F)Métropole Télévision (M6) (F)Paul Desmarais 4 / 1 Power Corporation of Canada (CDN)Power Financial Corporation (CDN)Pargesa Holding S.A. (CH)Groupe Bruxelles Lambert (B)Gérald Frère 6 / 3 National Bank of Belgium (B)Power Financial Corporation (CDN)Pargesa Holding S.A. (CH)Groupe Bruxelles Lambert (B)Lafarge (F)Pernod Ricard (F)Thierry de Rudder 4 / 1 Groupe Bruxelles Lambert (B)GDF SUEZ (F)Lafarge (F)Total S.A. (F)Antoinette d’Aspremont Lynden 1 / 1 Groupe Bruxelles Lambert (B)Jean-Louis Beffa 4 / 4 Compagnie de Saint-Gobain (F)GDF SUEZ (F)Siemens AG (D)Groupe Bruxelles Lambert (B)Corporate governance statementAnnual Report 2011 131