Annual Report 2011 - Analist.be

3.3. Fees and other gross remuneration collected by non-executive Directors for financial year 2011BoardIn EURBoardMemberCommitteeMember Sub-total Other (1) TotalAntoinette d’Aspremont Lynden (2) 28,667 17,333 46,000 - 46,000Jean-Louis Beffa 34,000 37,000 71,000 - 71,000Georges Chodron de Courcel 46,000 - 46,000 - 46,000Victor Delloye 46,000 - 46,000 - 46,000Paul Desmarais (3) 53,000 18,000 71,000 - 71,000Paul Desmarais, jr 40,000 24,000 64,000 158,597 222,597Ian Gallienne 46,000 - 46,000 720,024 (4) 766,024Gérard Lamarche (2) 28,667 - 28,667 - 28,667Maurice Lippens 46,000 37,000 83,000 - 83,000Michel Plessis-Bélair 40,000 42,500 82,500 - 82,500Gilles Samyn 46,000 76,000 122,000 - 122,000Amaury de Seze 46,000 27,000 73,000 70,583 143,583Jean Stéphenne 43,000 24,500 67,500 - 67,500Gunter Thielen 34,000 25,667 59,667 - 59,667Arnaud Vial 43,000 24,500 67,500 - 67,500Total 620,334 353,500 973,834 949,204 1,923,038(1) Remuneration for offices held in companies in which the group has shareholdings(2) Since 12 April 2011(3) Of which EUR 25,000 as Board Vice-Chairman(4) Amount excluding long-term profit-sharing on the Ergon Capital Partners I, II and III private equity fundsThe non-executive Directors received no variableremuneration.The General Meeting of 12 April 2011 decided to set atEUR 1,200,000 the ceiling for fees paid to non-executiveDirectors for their offices in the Board of Directors andCommittees. A proposal will be put to the Ordinary GeneralMeeting on 24 April 2012 to raise this ceiling to EUR 1,400,000.The proposed increase is the result of the accession toVice-Chairmanship of two new members and the allocationof remuneration for the offices of Chairman of the Board andChairman of the Standing Committee.As a result of the separation of the offices of Chairman ofthe Board and CEO, the Board decided to offset the directremuneration of the Board Chairman through an equivalentdecrease in the CEO’s remuneration. This decrease has nodirect impact on the ceiling submitted to the General Meetingfor approval, since it does not cover executive remuneration.Economically, however, it represents a transfer from the“Executive” to the “non-executive” category, which has theeffect of bringing about a face value increase in the ceilingsubmitted to the General Meeting for approval.Subject to approval by the General Meeting, this amount ofEUR 1,400,000 would be allocated from 1 January 2012,based on the following schedule:• an unchanged annual fixed amount of EUR 25,000 formembers of the Board of Directors (1) ;• an annual fixed amount of EUR 200,000 for theChairmanship of the Board of Directors;• an unchanged annual fixed amount of EUR 15,000 formembers of the Standing Committee (2) ;• an unchanged annual fixed amount of EUR 12,500 formembers of the other Committees (3) ;• unchanged Director’s fees of EUR 3,000 per Board orCommittee meeting.There is no service contract between non-executive membersof the Board of Directors and the Company or any of itssubsidiaries providing for the grant of advantages uponconclusion of their mandate.The members of the Executive Management receive noremuneration for their Directorship as such.3.4. Remuneration of the Executive ManagementFixed remuneration for the Executive Management, which hadnot been revised since 2006, was adjusted in 2010 to reflectmarket conditions. Given the difficult economic and financialclimate, the benchmarking exercise was limited to a generalreview of the evolution of the remuneration of executives ofBEL 20 and CAC 40 companies over the four years preceding2010.The amount of remuneration collected directly and indirectly bymembers of the Executive Management includes remunerationfor offices held in companies in which they represent GBL.Corporate governance statement(1) This amount is doubled for the Vice-Chairmen of the Board of Directors (three since 1 January 2012)(2) This amount is doubled for the Committee Chairman from 1 January 2012(3) This amount is doubled for the other Committees’ ChairmanAnnual Report 2011 139