Annual Report 2011 - Analist.be

1.2.5. Family ties between members of the Board of Directors• Paul Desmarais is Paul Desmarais, jr’s father.• Albert Frère is Gérald Frère’s father and Ian Gallienne’sfather-in-law.• Gérald Frère is the brother-in-law of Thierry de Rudderand Ian Gallienne.1.2.6. Management expertise and experience of membersof the Board of DirectorsAmong the criteria laid down for the selection of Directors is theirexpertise and experience in management and finance.The activity exercised and offices held by each of the Directorsreflect the expertise and experience of each one.1.2.7. Absence of conviction for fraud or of public incriminationand/or penaltiesOver the last five years, there have been no convictions forfraud, public incrimination and/or official penalties enactedagainst any of the Directors by the statutory or regulatoryauthorities.Likewise, over the last five years, none of the Directors hasever been prohibited by a court from acting in the capacityof member of a management body or from taking part in themanagement or conduct of an issuer’s activities.1.2.8. Bankruptcy, placing in receivership or liquidationof companies in which a Director has had ties as a boardmember over the last five yearsNone of the Directors has ever been associated with abankruptcy, placing in receivership or liquidation, with theexception of Victor Delloye and Gilles Samyn. They declarethat, as members of the Board of Directors of Loverfin S.A.,they were involved in the dissolution and winding up (includingthe distribution of the incentive earnings) of this company byunanimous agreement of the shareholders, on 19 December2003, as part of an employee profit sharing scheme ofCompagnie Nationale à Portefeuille S.A. The finalisation of thewinding-up of Loverfin S.A. was approved on 11 June 2007.Arnaud Vial was involved in the dissolution of SIB InternationalBancorp in 2008.1.2.9. Potential conflicts of interests between members of the Boardof DirectorsThe following theoretical potential conflicts of interests havebeen identified:• Albert Frère is Vice-Chairman and Managing Directorof Pargesa Holding S.A. and holds different directorshipsin Frère-Bourgeois/CNP-NPM group.• Gérald Frère is Vice-Chairman of Pargesa Holding S.A.and holds different directorships in Frère-Bourgeois/CNP-NPM group.• Gilles Samyn is Managing Director of Frère-Bourgeoisand of Compagnie Nationale à Portefeuille S.A. He is alsoa Director of Pargesa Holding S.A.• Victor Delloye is a Director of Pargesa Holding S.A. andalso holds different directorships in Frère-Bourgeois/CNP-NPM group.• Paul Desmarais, Paul Desmarais, jr, Michel Plessis-Bélairand Arnaud Vial are Directors of Pargesa Holding S.A.and hold different directorships in Power Corporationof Canada group.• Amaury de Seze is a Director of Pargesa Holding S.A.and Erbe, a Frère-Bourgeois/CNP-NPM group company,and Vice-President of Power Financial Corporation.• Arnaud Vial is Senior Vice-President of Power Corporationof Canada and of Power Financial Corporation.• Georges Chodron de Courcel is Chief Operating Officerof BNP Paribas.• Thierry de Rudder was a Director of Compagnie Nationaleà Portefeuille S.A. until 3 October 2011.• Ian Gallienne is Managing Director of Ergon Capital Partners,Ergon Capital Partners II and Ergon Capital Partners III.1.2.10. Arrangements or agreements concluded with the mainshareholdersThe Company has not concluded with its main shareholdersany arrangements or agreements by virtue of which theDirectors would have been selected as members of the Boardof Directors.1.2.11. Shares held in GBL’s capital (shares and options)on 6 March 20121.2.11.1. Shares• Paul Desmarais owns 500 GBL shares.• Thierry de Rudder owns 50,334 GBL shares.• Gérald Frère owns 183,014 GBL shares.• Ian Gallienne owns 6,500 GBL shares.• Jean Stéphenne owns 370 GBL shares.• No other Director directly holds any shares in GBL’s capital.1.2.11.2. OptionsAs of 31 December 2011, Albert Frère, Gérald Frèreand Thierry de Rudder held the following options:Option plan Number of options allotted (1)AlbertFrèreGéraldFrèreThierryde Rudder2007 44,885 18,935 18,9352008 60,561 25,548 25,5482009 90,230 38,065 38,0652010 59,822 25,237 25,2372011 73,570 29,428 29,428(1) One option giving entitlement to the acquisition of one GBL shareThe other members of the Board of Directors are notconcerned by these option plans.Corporate governance statementAnnual Report 2011 133