Annual Report 2011 - Analist.be

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GlossaryFor terms found in the section presenting financial data onthe investments, from page 21 to page 65, please refer tothe definitions provided by each company in their financialcommunication.The specific terminology used in the section on “Accounts on31 December 2011” refers to the IFRS (International FinancialReporting Standards) rules as adopted by the European Union.The terms used in the “Corporate governance statement” referdirectly to the 2009 Belgian Code on Corporate Governanceand other specific legislation.Adjusted net assetsAdjusted net assets are a conventional reference obtainedby adding the other assets to the investments portfolio anddeducting its debts.The following valuation principles have been applied:• Investments in listed companies, including GBL treasuryshares, are valued at the closing price. However, the valueof shares allocated to cover any commitments made by thegroup is capped at the conversion/exercise price.• Investments in unlisted companies are valued at theirbook value, less any impairments, or at their share in theequity capital if this latter is higher, with the exception ofnor consolidated nor accounted under the equity methodcompanies within the Private equity sector, which are valuedat market value.• Cash/net debt, made up of cash and cash equivalents lessdebts from GBL group’s Holding component, is valuedat book value or at market value.Earnings analysisCash earnings• Cash earnings primarily include dividends on investments,income from management of net cash and tax refunds, lessgeneral overheads and taxes. Cash earnings also constitutea factor for determining the company’s dividend payout level.Mark to market and other non-cash• The concept of mark to market is one of the foundationsof the fair value method of valuation as defined in IFRSinternational accounting standards, the principle of whichis to value assets at their market value on the last day of thefinancial year.• Mark to market and other non-cash items in GBL’s accountsreflect the changes in fair value of the financial instrumentsbought or issued (trading assets, options), the actuarialcosts of financial liabilities valued at their amortized cost,as well as the elimination of certain cash earnings inaccordance with IFRS rules (dividends approved but notpaid out during the financial year, costs of capital increase/share buybacks, dividends on treasury shares, etc.). Thesechanges do not influence the group’s cash position.Operational companies (associated or consolidated) and private equity• This column shows earnings from associated operationalcompanies, namely operational companies in whichthe group has significant influence. Significant influenceis presumed to exist if the group has more than 20%voting rights, directly or indirectly through its subsidiaries.Associated operational companies are recorded in theconsolidated financial statements using the equity method.• Also included is income, group’s share, from consolidatedoperational companies, i.e. controlled by the group. Controlis presumed to exist when GBL has more than 50% votingrights in an entity, either directly or indirectly.• This column also includes the contribution of incomefrom private equity (Ergon Capital Partners I, II and III,PAI Europe III, Sagard and Sagard II).Eliminations, capital gains, impairments and reversals• The eliminations, capital gains, impairments and reversalsinclude the elimination of dividends received fromassociated or operational consolidated companies as wellas earnings on disposals, impairments and reversalsof non-current assets and on discontinued activities.Weighted average number of ordinary shares(basic calculation)This corresponds to the number of outstanding ordinaryshares at the start of the financial period, less treasury shares,adjusted by the number of ordinary shares reimbursed (capitalreduction) or issued (capital increase), or sold or bought backduring the period, multiplied by a time-based weighting factor.Weighted average number of ordinary shares(diluted calculation)It is obtained by adding potential dilutive shares to the weightedaverage number of ordinary shares (basic calculation). In thiscase, potential dilutive shares correspond to call options issuedby the group.Group’s shareholding• In capital it is the percentage interest held directly andindirectly through consolidated intermediate companies,calculated on the basis of the number of shares in issueon 31 December.• In voting rights it is the percentage held directly orindirectly through consolidated intermediate companies,calculated on the basis of the number of voting rightsexisting on 31 December, including suspended voting rights.174 Annual Report 2011
Gross annual returnThe gross annual return is calculated on the share price andthe gross dividend received.It equals toGross dividend received+ change in share price from 1 January to 31 DecemberShare price on 1 JanuaryVVPR stripThe VVPR strip (Verlaagde Voorheffing Précompte Réduit) isa coupon presented with the corresponding share dividendcoupon that entitles the holder to the 15% reduced rate ofwithholding tax on dividends paid by the company. This VVPRstrip is listed separately from ordinary GBL shares and is freelynegotiable.Velocity on float (%)The velocity on float, expressed as a percentage, is an indicatorof the stock market activity of a listed company, whichcorresponds to the ratio between the number of sharestraded on the Stock Exchange and the float on 1 January of thefinancial year.Given the time needed for settlement-delivery and ownershiptransfer relative to J+3 (J being the transaction date), the lastday on which the share is traded with entitlement to dividenddistribution is three trading days before the Record Dateand shares are consequently traded ex-dividend from thebeginning of the following day (Ex-Date), i.e. two trading daysbefore the Record Date.The Payment Date may not be earlier than the day after theRecord Date.System Paying AgentIn ESES, the entity that proceeds with distribution will alwaysbe a single party, known as the System Paying Agent. Thisis the party responsible within the CSD (Central SecuritiesDepositary, i.e. Euroclear Belgium) for distribution to other CSDparticipants of the resources related to a specific distribution.The system paying agent may be either an external payingagent (a CSD participant) or the CSD itself.A listed company’s float, or floating capital, corresponds tothe part of the shares actually liable to be traded on the StockExchange. It can be expressed in value, but is more oftenexpressed as a percentage of capitalisation.Payment of dividend and ESES systemESES, for Euroclear Settlement for Euronext-zone Securities, isa single settlement-delivery system that in time aims to includeall Euronext zone markets.ESES aims, among other things, to harmonise the operatingrules applying to Euronext on the European market and tophase in by 2013 a Single Platform for the processing of stockmarket transactions.ESES has repercussions on the distribution calendar and inparticular on the payment of dividends, due to its introductionof the additional concept of “Record Date”.• Ex-Date: date (at the opening of the Stock Exchange)from which the underlying share is traded without itsdividend or ex-dividend;• Record Date: date on which positions are recorded by thecentral depository (at market closing, after clearing) in orderto determine which shareholders are entitled to dividends;• Payment Date: date of payment of the dividend in cash.Annual Report 2011 175
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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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66 Annual Report 2011
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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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When such estimates are established
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Changes in group structureThe most
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NotesFor the sake of consistency, t
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Accounts at 31 December 2011 - Note
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In EUR millionLand andbuildingsMine
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11. InventoriesIn EUR million 2011
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Bank loans (GBL)GBL drew on its cre
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16. ProvisionsIn EUR million Legal
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Asset plan distributionIn % 2011 20
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18. Other current liabilitiesIn EUR
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19.2. Change in net balance sheet p
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ImerysImerys has put in place an in
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Fair value and carrying amountTo re
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Statutory Auditor’s report116 Ann
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Non-consolidated summary balance sh
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Dividend policyThe profit appropria
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Accounts at 31 December 2011 - Hist
Page 126 and 127: Corporate governance statementIan G
Page 128 and 129: Corporate governance statement1.1.2
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Page 138 and 139: Corporate governance statementThe t
Page 140 and 141: Corporate governance statement3.2.
Page 142 and 143: Corporate governance statement3.4.1
Page 145 and 146: 6. Risk management and internal con
Page 147 and 148: Six specific risks have been identi
Page 149 and 150: 7. Policy on conflicts of interestC
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Page 153 and 154: Chain of ownershipPaul G.Desmarais6
Page 155 and 156: 9.3.3. Organisation chart of shareh
Page 157 and 158: 11.9. Capital11.9.1. Issued capital
Page 159 and 160: Resolutions proposed to shareholder
Page 161 and 162: • Regent and Member of the Budget
Page 163 and 164: Paul DesmaraisVice-Chairman of the
Page 165 and 166: • Director of 152245 Canada Inc.
Page 167 and 168: List of activities and other mandat
Page 169 and 170: • Director of Pargesa Holding S.A
Page 171 and 172: • Director of Great-West Lifeco I
Page 173 and 174: Amaury de SezeDirectorList of activ
Page 175: • Director of 4400046 Canada Inc.
Page 180: Groupe Bruxelles Lambertwww.gbl.be
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