Annual Report 2011 - Analist.be

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Corporate governance statementThe term of office of members of the Committee correspondsto the term of office as Director.Members of theStanding CommitteeCurrentterm of officeAttendancerateGérald Frère, Chairman 2011-2015 100.00%Paul Desmarais 2011-2015 25.00%Paul Desmarais, jr 2011-2015 100.00%Albert Frère 2011-2015 100.00%Michel Plessis-Bélair 2010-2013 75.00%Thierry de Rudder 2009-2012 75.00%Gilles Samyn 2011-2015 100.00%Amaury de Seze 2010-2013 100.00%Total 84.38%2.1.2. Frequency of meetings and deliberationsThe Standing Committee met on four occasions in 2011.Members’ average attendance rate for all meetings in 2011was 84.38%. The Directors’ individual attendance rate atthese meetings are shown in the table above.At its different meetings, the Standing Committee addressedthe main subjects to be deliberated upon by the Board,namely:• the evolution of the portfolio;• the group’s cash position;• the financing policy;• the dividend policy;• the investment policy and projects;• the outlook for and evaluation of the group’s investments;• the evolution of the group’s governance.2.2. Nomination and Remuneration Committee2.2.1. CompositionThe Committee currently has five members. It is chaired byMaurice Lippens.The term of office of members of the Committee correspondsto the term of office as Director.Members of the Nominationand Remuneration CommitteeCurrent termof officeAttendancerateMaurice Lippens, Chairman 2010-2013 100.00%Michel Plessis-Bélair 2010-2013 75.00%Gilles Samyn 2011-2015 100.00%Jean Stéphenne 2010-2013 100.00%Gunter Thielen 2010-2013 75.00%Total 90.00%All members of the Nomination and Remuneration Committeeare non-executive Directors, three of whom are independent.2.2.2. Frequency of meetings and deliberationsThe Nomination and Remuneration Committee met four timesin 2011. Members’ average attendance rate for all meetings in2011 was 90.00%. The Directors’ individual attendance ratesat these meetings are shown in the table above.At these meetings, the Committee focused primarily on thefollowing subjects:• renewal of terms of office, nomination of Directors,ascertainment of the independence of a Director andappointment of committee members;• delegation of day-to-day management;• evaluation of interactions between non-executive Directorsand Executive Management;• setting of the coefficient to be used to determine themaximum value of stock options to be granted to ExecutiveManagement and group staff in 2011;• a proposal to amend the remuneration policy for nonexecutiveDirectors;• proposals on remuneration for non-executive membersof the Board of Directors and for the group’s ManagingDirectors;• proposals on the supplementary pension plan for staff andExecutive Management;• proposals concerning the evolution of the group’sgovernance;• drafting of the reumuneration report and review ofother corporate governance documents concerningthe appointment and remuneration of executives, to bepublished in the annual report.2.3. Audit Committee2.3.1. CompositionThe Audit Committee is currently composed of four members.It is chaired by Jean-Louis Beffa. Antoinette d’AspremontLynden has been appointed to the Committee to replaceGunter Thielen as from the Ordinary General Meetingon 12 April 2011.The term of office of members of the Committee correspondsto the term of office as Director.Members of the Audit CommitteeCurrent termof officeAttendancerateJean-Louis Beffa, Chairman 2010-2013 100.00%Antoinette d’Aspremont Lynden (1) 2011-2015 100.00%Gilles Samyn 2011-2015 100.00%Arnaud Vial 2010-2013 100.00%Total 93.75% (1)(1) Attendance rate calculated on the basis of the weighted presence of all members during exerciseof their mandate in 2011 (including Gunter Thielen)The Committee has the necessary expertise in the area ofremuneration policy.136 Annual Report 2011
All members of the Committee are non-executive Directors.Two members, including its chairman, are independent withinthe meaning of Article 526(b) of the Company Code. The twoare Jean-Louis Beffa and Antoinette d’Aspremont Lynden, whorepresent 50% of the Committee’s members. The 2009 Codeprovides that the majority of members of the Audit Committeemust be independent Directors. However, owing to GBL’sshareholding structure, the Charter allows a derogation fromthis provision and limit the number of independent Directors tohalf the Committee’s membership.As stated in the biographies of members of the Board ofDirectors presented from page 126 to page 130 of this report,all members of the Committee have financial and/or accountingexpertise as a result of their education or experience.2.3.2. Frequency of meetings and deliberationsThe Audit Committee met on four occasions in 2011 with anaverage attendance rate of 93.75%, calculated on the basisof the weighted attendance of all members during exerciseof their mandate. Committee members were either physicallypresent for meetings or participated by telephone. TheDirectors’ individual attendance rate at these meetings areshown in the table above.One member of the Executive Management, the Company’sChief Financial Officer, as well as its Statutory Auditor,attended all the meetings.The Audit Committee assists the Board of Directors withits task of ensuring the true and fair presentation of GBL’saccounts and consolidated financial statements and withits auditing responsibilities in the broad sense of the term,in particular the quality of internal audits and of informationprovided to shareholders and markets.In 2011, the main subjects addressed by the Committee wereas follows:• review of the Company’s annual and half-yearly consolidatedfinancial statements and consolidated quarterly results;• review of projections for the short and medium terms;• analysis of the financing situation and indebtness;• review of the book values of shareholdings, including therecording of an impairment on Lafarge;• review of risks and assessment of the effectiveness ofinternal control and risk management systems;• review of press releases, notably concerning the group’sfinancial statements and results;• review of texts to be published in the annual reportconcerning:- financial information;- comments on internal control and risk management;• review and follow-up of the independence of and servicesprovided by the Statutory Auditor, other than the tasksassigned by law (in particular the statutory auditing of theaccounts).• examination of the full consolidation of Imerys and of theensuing consequences on the presentation of the financialstatements;• follow-up of the main legal actions under way.2.4. Assessment of the functioning and performanceof the Board of Directors’ CommitteesIn terms of the evolution and effectiveness of their work, thedifferent Committees may, at any time, propose changes totheir respective rules of procedure. The Charter therefore doesnot establish a regular procedure for review of the Committees’rules of procedure. The functioning and performance of eachCommittee is measured and analysed as part of the triennialassessment of the performance of the Board of Directors. Partof the individual assessment questionnaire is reserved for thispurpose to members of the respective Committees.3. Remuneration Report3.1. Procedure for establishing remuneration policy and settingremuneration for members of the Board of DirectorsThe procedure for establishing remuneration policy andsetting remuneration for members of the Board is determinedby the Board of Directors on the basis of proposals from theNomination and Remuneration Committee.The fees paid to non-executive Directors are set by theBoard of Directors on a proposal from the Nomination andRemuneration Committee, within a ceiling submitted to theGeneral Meeting for approval. These fees, which had not beenreviewed since 2001, were benchmarked and revised in 2011.The nature and the amount of the remunerations, as well aspossible severance payments, for members of ExecutiveManagement are decided by the Board of Directors on aproposal from the Nomination and Remuneration Committee,which is assisted in its work by an outside consultant.Performance-based stock option plans are determined bythe Board of Directors on a proposal from the Nomination andRemuneration Committee.These plans must first be approved by the shareholders.Such approval covers the plan itself as well as its overallmaximum value, but not the individual grant of stock optionsunder the plan.Corporate governance statementAnnual Report 2011 137
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Annual Report2011 Groupe Bruxelles
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Responsible persons1 Responsibility
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Message to shareholdersLadies and G
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Stock Exchange dataShareholder info
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Selected Portfolio and financial ad
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Consolidated result analysisThe tab
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Consolidated figures IFRSIn 2011, t
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20 Annual Report 2011
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Total is a global, integrated oil a
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GDF SUEZ is a world reference energ
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Overview of the activities - GDF SU
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The world’s co-leader in Wine & S
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Main financial data30 June 2011 30
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With a presence in 64 countries, La
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Environment variables and operating
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Data on Stock Exchange and on GBL
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Percentage of share capital .......
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Environment variables and operating
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Suez Environnement is a global lead
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Overview of the activities - Suez E
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Overview of the activities - Arkema
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Overview of the activities - Arkema
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Other investmentsIberdrola(http://w
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Consolidated balance sheet at 31 De
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Consolidated statement of changes i
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Accounting policiesGroupe Bruxelles
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When such estimates are established
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Page 163 and 164: Paul DesmaraisVice-Chairman of the
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Page 173 and 174: Amaury de SezeDirectorList of activ
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Page 177: Gross annual returnThe gross annual
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