Annual Report 2011 - Analist.be

7. Policy on conflicts of interestChapter III, point A. 2.2., of GBL’s Charter describes theCompany’s policy on transactions or other contractualrelations between the Company, including affiliatedcompanies, and Directors when such transactions or othercontractual relations are not covered by legal provisions onconflicts of interests. It also provides for the application ofspecific procedures laid down in Articles 523 and 524 of theCompany Code.Conflicts of interests within the meaning of Article 523 of theCompany Code were brought to the attention of the Boardof Directors at its meetings on 3 March 2011, 21 March 2011and 4 November 2011 and were addressed in accordancewith the procedure dictated by that article. At the meetingsof the Board of Directors of 3 and 21 March 2011, otherDirectors who were not concerned by this legal procedure alsoabstained in accordance with the policy set out in the Charter.The Statutory Auditor was informed of these situations and thetexts of the related resolutions are reproduced in full below:The Company also applied the procedure laid down in Article524 of the Company Code at the Board of Directors’ meetingson 14 and 21 March 2011, in the framework of the proposedacquisition of the 25.6% stake in Imerys held by PargesaNetherlands B.V., the wholly-owned subsidiary of PargesaHolding S.A., GBL’s parent company. This investment wasdecided at the Board of Directors’ meeting on 21 March 2011based on a report drawn up by a Committee of threeindependent Directors designated for this purpose on14 March 2011. The conclusion of the report of the Committeeof independent Directors is contained in the minutes of the Boardof 21 March 2011, the full text of which is reproduced below.In accordance with the stock option plan put in place in2007, the Committee shall propose annually to the Board thecoefficent to be applied to the grant of options for the year.This coefficient, which can range from 0 to 125%, includes thecriterion of the long-term performance of the GBL’s stock pricecompared to the BEL 20 and CAC 40 as well as a criterion ofqualitative assessment.The base amount to which the coefficient is applied is eighteenmonths of gross remuneration for the CEO and twelve monthsfor the other members of the Executive Management.The Committee proposed to set the coefficient for 2011at 110%.The Board recorded its agreement on this coefficient.The Ordinary General Meeting will therefore be asked to setthe underlying ceiling for 2011 at EUR 13.5 million.Based on a share price of EUR 65.82, this ceiling allows for thegrant of around 205,105 shares, which in the event of exerciseof the options will result in a dilution of less than 0.13% of GBL’scapital.Since the application of Article 520(b)(2) of the CompanyCode on the grant of stock options gives rise to varyinginterpretations, the General Meeting will also be asked toapprove a proposal to state specifically in the Articles ofAssociation that the procedure described in this paragraphdoes not apply to the issue of stock options initiated by GBL.The Board approved these proposals.Thierry de Rudder was asked to return to the meeting room.The Statutory Auditor’s report on the annual accountscontains the same descriptions and conclusions found in thereport of the independent Directors and makes no additionalcomments.Extract from the minutes of the meeting of the Board of Directorsof 3 March 2011“ … Stock option plan 2011The decision on the stock option plan may give rise to aconflict of interest for members of the Executive Managementand must be put through the procedure established in Article523 of the Company Code. Albert Frère, Gérald Frère andThierry de Rudder consequently left the meeting.Victor Delloye and Gilles Samyn announced that they intendedto abstain from the vote on this item considering the similaritybetween the CNP and the GBL stock option plan.Compensation in the event of revocationof Gérald Frère’s mandateGérald Frère is entitled, in the event that his mandate isrevoked or his position terminated before he reaches theage of 62 for any reason other than serious grounds, to acompensation equivalent to three years of fixed remuneration.Gérald Frère, in the context of renewal of his mandate and ofthe new law of 6 April 2010 concerning enhanced corporategovernance in listed companies, agreed to the reduction of thiscompensation to eighteen months of fixed remuneration.The Board approved this proposal.Albert Frère and Gérald Frère were asked to return to themeeting room. … “Corporate governance statementAnnual Report 2011 147