Annual Report 2011 - Analist.be

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Corporate governance statementExtract from the minutes of the meeting of the Board of Directorsof 21 March 2011“ … Investment proposalAt the request of the Chairman, Thierry de Rudder explained thatthis meeting of the Board of Directors followed on from the meetingof 14 March, during which the Directors examined whether it wasadvisable for GBL to acquire the 25.6% stake in Imerys held by itsparent company Pargesa, for the purpose of increasing its stake inthe company from 30.7% to 56.4%.He also pointed out that, as this is a transaction with an associatedcompany and pursuant to the procedure laid down in Article 524of the Company Code, a Committee of independent Directorschaired by Maurice Lippens and made up of Jean-Louis Beffa andJean Stéphenne had been set up to carry out the following tasks:- describe the nature of the transaction;- assess the gain or prejudice to the company and itsshareholders;- estimate the financial consequences of the transaction;- determine whether or not the transaction may cause tothe company an abusive damage in the light of the policyimplemented by the company.The purpose of this meeting was therefore to hear saidCommittee’s report on its assignment, for which it was assisted byDeutsche Bank as an independent expert.Reports by the Committee of independent Directors and thefinancial expertAt the request of the Chairman, Maurice Lippens reported on thework of the Committee, which met on 18 and 20 March 2011 toexamine the conclusions of the financial expert’s report and adoptits opinion. These documents and their annexes were transmittedto the Directors in advance of today’s meeting and concluderespectively as follows:• Conclusion of the Fairness Opinion drafted by Deutsche Bank“Based upon and subject to the foregoing, it is Deutsche Bank’sopinion as investment bankers that as of the date hereof, theConsideration is fair, from a financial point of view, to GBL.”• Conclusion of the opinion of the independent Directors“Based on our work and that of the independent expertDeutsche Bank, we consider that the proposed acquisitionof 25.6% of the capital of Imerys from Pargesa at the priceof EUR 56.2 per share:- is not likely to cause to the company an abusive damage inthe light of the policy implemented by GBL;- strengthens GBL’s investment portfolio through the additionof a majority stake in a significant listed group with apromising outlook;- is accretive in cash earnings for the current year andcontributes to consolidated results. It will give rise to arevaluation appreciation and goodwill (1) .Consequently, on the date of this opinion, the Committeerecommends that the Board of Directors approves theproposed acquisition.”On the conclusion of this presentation, the Board of Directorsplaced on record the opinion of the independent Directors, whichdid not necessitate any particular comments and the quality ofwhich was highlighted by several Directors.DecisionPrior to approval of the investment proposal, Thierry de Rudderinformed the Board that the decision to be taken may createa conflict of interest for Gérald Frère, Victor Delloye and GillesSamyn within the meaning of Article 523 of the CompanyCode, of which the Statutory Auditor has been informed.Victor Delloye and Gilles Samyn therefore left the meeting forthe duration of the vote, while Gérald Frère left the telephoneconference, adding that he approved, as need be, the draftpress release contained in the file.Albert Frère, Georges Chodron de Courcel, Paul Desmarais, jr,Ian Gallienne, Michel Plessis-Bélair, Amaury de Seze andArnaud Vial declared that they did not wish to vote on thisproposal for reasons of good corporate governance.In the light of the usefulness of this transaction for GBL andthe positive conclusions of the report by the Committee ofindependent Directors and of the Fairness Opinion drawn upby Deutsche Bank, the Board approved the transaction by anunanimous vote of the members entitled to vote. It authorisedGBL to acquire, through its subsidiary Belgian Securities B.V.,the 25.6% stake in Imerys held by Pargesa at the total price ofEUR 1,087,380,754, equivalent to a share price of EUR 56.20,with a coupon of EUR 1.20 attached.This transaction is subject to ratification by the Board ofDirectors of Pargesa, which will meet today at 17.30, andgrant of the derogation requested from the Financial MarketAuthority (AMF) in France by virtue of a transfer betweencompanies belonging to the same group. It must also bevalidated by the governing bodies of Dutch subsidiaries havinga stake in the transaction.The Board of Directors also validated the Share TransferAgreement, the draft of which is attached hereto, it beingspecified that ownership of the Imerys shares would betransferred on the date of payment, planned for 8 April 2011 atthe latest.The Board of Directors approved, subject to certain changes,the draft press release transmitted to the Directors. The finalversion attached will be published this evening, after themarkets close, provided Pargesa’s Board of Directors hasratified the transaction. It was specifed that a second pressrelease confirming the AMF grant of the derogation would bepublished once the Market Authority had handed down itsdecision. …“(1) As mentioned in the half-yearly press release of 29 July 2011, no income is recorded on the acquisition of the Imerys shares from Pargesa, contrary to what was stated in the press release of 21 March 2011148 Annual Report 2011
Extract of the minutes of the meeting of the Board of Directorson 4 November 2011“ … Contracts with Ian Gallienne and Gérard LamarcheFor the deliberations on the following items concerning theirremuneration, Ian Gallienne and Gérard Lamarche left themeeting, given the conflict of interest within the meaning ofArticle 523 of the Company Code.It was proposed to make an employer’s contribution tothe pension fund in the amount of EUR 879,469.43 andEUR 772,834.12 for Gérald Frère and Thierry de Rudderrespectively, in order to reflect the decrease in the discountrate and to ensure consistency with the guaranteed yield underthe new “defined contributions” plan put in place for executivesand staff.The Committee Chairman pointed out that, as he had outlinedat the previous Board meeting, the economic conditions laiddown in the contracts with Ian Gallienne and Gérard Lamarcheare based in large measure on the scheme applied to the teamcurrently in place, namely:- fixed net remuneration of EUR 800,000, excluding anyvariable cash remuneration;- long-term incentive compensation based on the company’sresults type stock option plan defined periodically by theBoard;- participation in a defined-contributions pension plan,to which the employer contributes annually 21% of netremuneration. This marks a change from the definedbenefits scheme existing earlier;- various insurance policies;- use of a company car;- severance payment clause of eighteen months.Advantages or interests for the two applicants as a resultof their past career and responsibilities were not taken intoaccount in establishing their present and future remuneration.In other words, their above-mentioned overall remuneration willnot include the benefits or advantages granted to them underagreements concluded before they joined GBL’s ExecutiveManagement, in the context of the roles they held at the time.It was also pointed out that members of the ExecutiveManagement receive no remuneration for their directorshipper se.This having been specified, the Board was asked to record itsagreement with all of GBL’s contractual commitments towardsIan Gallienne and Gérard Lamarche.The Board recorded its agreement.Ian Gallienne and Gérard Lamarche were asked to return tothe meeting room.[…]Pension supplement for Gérald Frère and Thierry de RudderSince this item concerned the pension scheme for GéraldFrère and Thierry de Rudder, they left the meeting in line withthe procedure for conflicts of interest within the meaning ofArticle 523 of the Company Code.The Board of Directors approved this proposal.Gérald Frère and Thierry de Rudder returned to the meetingroom. ...”Outside the scope of Article 523 of the Company Code andapart from the above cases, the Company was confrontedwith a situation for which a Director declares that he did notwant to attend the deliberations of the Board for professionalethics reasons.8. Policy relating to transactionsin GBL sharesThe rules of procedure relating to transactions in GBL’s shares,set out in Appendix 2 to the Company’s Charter, lay down theCompany’s internal policy on the prevention of unfair trading.Under these rules, the Directors and other potential insiderswhose names are included on a list kept by the Company,must inform the Compliance Officer before carrying out anytransaction in GBL’s shares and confirm the transaction onceit has been performed. GBL’s Directors and persons havingclose ties with them also have the legal obligation to notifyto the Financial Services and Markets Authority (FSMA) alltransactions in GBL’s shares enacted on their behalf.Notice is also sent to the persons in possession of privilegedinformation or presumably in possession of such information toannounce the start and end of the closed period or the periodof prohibition on such transactions.A calendar showing the closed periods as defined in theCharter is also transmitted to the Executive Managementand staff.Lastly, the Compliance Officer ensures the application of alllegal measures relating to unfair trading and the measures laiddown by the Charter. The Compliance Officer is available toprovide useful information on this subject to members of theBoard of Directors and staff.Corporate governance statementAnnual Report 2011 149
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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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Non-current assets held for sale an
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Pension liabilities and similar obl
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Accounts at 31 December 2011 - Note
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Page 153 and 154: Chain of ownershipPaul G.Desmarais6
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Page 177: Gross annual returnThe gross annual
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