Annual Report 2011 - Analist.be

The Board meetings in March and July traditionally haveon their agenda the adoption of the consolidated financialstatements and accounts on 31 December and 30 June. TheMay and November meetings focus on the quarterly accounts.The portfolio of investments is generally on the agenda of allmeetings, investments being reviewed to different degrees.Throughout the year, the Board focused its works on variousinvestment projects.At its meeting in March 2011, the Board turned its attentionto the convening of the Ordinary and Extraordinary GeneralMeetings. It approved their agendas, in particular theproposals for the appointment of Antoinette d’AspremontLynden (and also her recognition as an independent Director)and of Gérard Lamarche.The meeting of non-executive Directors was held on 5 May 2011.These Directors aired their views on the following points:• the quality of relations between the CEO/ExecutiveManagement and the Board of Directors;• information provided by the CEO/Executive Management;• the assessment by the Board of the CEO/ExecutiveManagement;• the division of tasks between the Executive Managementand the Board of Directors;• the possibility for Directors to meet the CEO and othermembers of the Executive Management outside of Boardmeetings.No specific criticisms were formulated on any of these matters,all of which were deemed satisfactory.At the end of March, the Board approved the acquisition of the25.6% stake in Imerys held by Pargesa Holding S.A. throughits wholly-owned subisidary, Pargesa Netherlands B.V.,GBL’s parent company. This transaction was carried out incompliance with the procedure laid down in Article 524 of theCompany Code (see below, p. 147).In May, the Board endorsed the scheme for the evolutionof GBL’s governance, which plans to entrust day-to-daymanagement to Ian Gallienne and Gérard Lamarche as fromthe 2012 General Meeting. It also agreed on the appointmentgeneral conditions of these two new Managing Directors.In November, the Board pushed forward to 1 January 2012the date of the transition from the old to the new team andadopted measures allowing for the effective implementationof the planned changes. At this same meeting, the Boardexamined different financing methods and related decisions.1.6. Effectiveness and evaluation of the BoardIn accordance with its rules of procedure (see Charter,Chapter III, point A. 4.2.5.), the Board of Directors evaluatesits own performance every three years based on an individualquestionnaire. This assessment tool concerns the size,composition and collective performance of the Board ofDirectors, as well as the actual contribution of each Directorand the Board of Director’s interaction with ExecutiveManagement. In addition to this evaluation procedure, thenon-executive Directors meet annually in the absence of theCEO and of the other members of the Executive Managementto review the interaction between the non-executive Directorsand the Executive Management.The first assessment procedure of the Board of Directors wascarried out in 2007.A subsequent assessment of the functioning of the Board ofDirectors and the interaction between the Board and ExecutiveManagement was held in the first quarter of 2010. The resultswere communicated to the Board on 5 May 2010 and werevery satisfactory.There is no pre-established procedure for evaluating thecontribution and effectiveness of the Director whose reelectionis proposed. The actual contribution of eachDirector is assessed as part of the periodic evaluation of theBoard of Directors. Furthermore, the proposal for renewalof directorships implicitly confirms the contribution andeffectiveness of the Director concerned to the work of theBoard of Directors.2. Board CommitteesThe Board of Directors is assisted by the Standing Committee,the Nomination and Remuneration Committee and theAudit Committee, which carry out their activities underits responsibility. The rules of procedure for each of theseCommittees is found in Annex 1 of the Charter.2.1. Standing Committee2.1.1. CompositionThe Standing Committee was made up of eight members in2011. It is chaired by Gérald Frère.On 1 January 2012, Ian Gallienne and Gérard Lamarchebecame members of the Standing Committee, bringing itstotal membership to ten, eight of whom are representatives ofthe controlling shareholders. As from that same date, Thierryde Rudder took up the Committee’s chairmanship and GéraldFrère was appointed Chairman of the Board of Directors.It is proposed to the Board of Directors on 6 March 2012to renew the appointments of Thierry de Rudder andIan Gallienne to the Standing Committee, subject to theirre-election to the Board by the Ordinary General Meetingon 24 April 2012.Corporate governance statementAnnual Report 2011 135