Annual Report 2011 - Analist.be

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Accounting policiesGroupe Bruxelles Lambert (“GBL”) is a Belgian holdingcompany listed on Euronext Brussels. Its consolidatedfinancial statements cover a period of 12 months ending31 December 2011. They have been approved by the Boardof Directors on 6 March 2012.General accounting principles and applicable standardsThe consolidated financial statements have been preparedin accordance with the International Financial ReportingStandards (IFRS) as adopted by the European Union.Mandatory changes in accounting methodsThe following new and amended standards and interpretationshave been applied since 2011:• Improvements to IFRS (2009-2010) (normally applicable forannual periods beginning on or after 1 January 2011).• Amendment to IFRS 1 – First Time Adoption of InternationalFinancial Reporting Standards – IFRS 7 exemptions(applicable for annual periods beginning on or after1 July 2010).• Amendment to IAS 24 – Related Party Disclosures(applicable for annual periods beginning on or after 1January 2011). This Standard supersedes IAS 24 RelatedParty Disclosures as issued in 2003.• Amendments to IAS 32 – Financial Instruments:Presentation – Classification of Rights Issues (applicable forannual periods beginning on or after 1 February 2010).• IFRIC 19 – Extinguishing Financial Liabilities with EquityInstruments (applicable for annual periods beginning on orafter 1 July 2010).• Amendment to IFRIC 14 IAS 19 – The Limit on a DefinedBenefit Asset, Minimum Funding Requirements andtheir Interaction – Prepayments of a Minimum FundingRequirement (applicable for annual periods beginningon or after 1 January 2011).These amendments and this new interpretation had no significantimpact on GBL’s consolidated financial statements.Voluntary changes in accounting methodsGBL and Imerys introduced in 2011 a change in accountingmethod for the treatment of actuarial differences onemployee benefits. IAS 19 – Employee Benefits authorisesthe recording of actuarial differences on employee benefitseither in profit and loss or in shareholders’ equity (othercomprehensive income). The revised standard published bythe IASB in June 2011 and applicable in 2013 abolishes theprofit and loss option. GBL and Imerys, which had used thisoption and applied it in accordance with corridor method,therefore decided in the framework of the existing standardto use immediate recording of all actuarial differences inshareholders’ equity without subsequent reclassification inprofit and loss (option “OCI”). By choosing this option, Imerysimproves the readability of assets and liabilities related toemployee benefits through a significant reduction inoff-balance sheet items and brings about a change in itsaccounting principles that is consistent with the choices of theIASB and of the majority of significant listed issuers.This change of accounting principles was appliedretrospectively from 31 December 2008. The impact on equityis limited and total amounts as of 31 December 2010, 2009and 2008 were EUR - 20 million, EUR - 16 million andEUR - 1 million respectively.Texts in force after the balance sheet dateGBL did not anticipate application of the new and amendedstandards and interpretations which entered into force after31 December 2011, namely:• IFRS 9 – Financial Instruments (applicable for annual periodsbeginning on or after 1 January 2015).• IFRS 10 – Consolidated Financial Statements (applicable forannual periods beginning on or after 1 January 2013).• IFRS 11 – Joint Arrangements (applicable for annual periodsbeginning on or after 1 January 2013).• IFRS 12 – Disclosures of Interests in Other Entities(applicable for annual periods beginning on or after1 January 2013).• IFRS 13 – Fair Value Measurement (applicable for annualperiods beginning on or after 1 January 2013).• Amendment to IFRS 1 – First Time Adoption of InternationalFinancial Reporting Standards – Severe Hyperinflation andRemoval of Fixed Dates for First-time Adopters (applicablefor annual periods beginning on or after 1 July 2011).• Amendment to IFRS 7 – Financial Instruments: Disclosures –Derecognition (applicable for annual periods beginning onor after 1 July 2011).• Amendment to IAS 1 – Presentation of FinancialStatements – Presentation of Items of Other ComprehensiveIncome (applicable for annual periods beginning on or after1 July 2012).• Amendment to IAS 12 – Income Taxes – Deferred Tax:Recovery of Underlying Assets (applicable for annualperiods beginning on or after 1 January 2012).• Amendments to IAS 19 – Employee Benefits (applicablefor annual periods beginning on or after 1 January 2013).• Amendments to IAS 27 – Separate Financial Statements(applicable for annual periods beginning on or after 1January 2013).• Amendments to IAS 28 – Investments in Associates andJoint Ventures (applicable for annual periods beginningon or after 1 January 2013).• IFRIC 20 – Stripping Costs in the Production Phaseof a Surface Mine (applicable for annual periods beginningon or after 1 January 2013).72 Annual Report 2011
The future application of these new standards andinterpretations is not expected to impact significantly theconsolidated financial statements, apart from:• the new IFRS 9, which should influence the treatment ofnon-consolidated interests that are not held for tradingpurposes. The Group should choose between theaccounting of gains and losses on those assets in profitand loss or in shareholders’ equity. However, the potentialimpact of this new standard can only be ascertained oncethe proposal for replacement of IAS 39 has been finalisedand adopted at European level; and• IFRS 12 imposes the disclosure of additional informationin the notes concerning investments consolidated andaccounted for using the equity method. Application ofthis new standard is expected to impact the notes to theconsolidated financial statements.Methods and scope of consolidationThe consolidated financial statements, stated beforeappropriation of profit, include those of GBL and itssubsidiaries (“the Group”) and the interests of the Group injoint ventures and associated companies consolidated usingthe equity method. The important subsidiaries, joint venturesand the associated companies close their accounts on31 December.Controlled companiesCompanies controlled by the Group are fully consolidated.Control is presumed to exist when the Group, directly orindirectly, holds more than 50% of the voting rights of an entity.Intra-group balances and transactions as well as latentincome have been eliminated. Newly acquired companies areconsolidated as from the date of acquisition.Jointly controlled companiesJointly controlled companies (joint ventures) are those whosefinancial and operating policies are subject to a unanimousvote by the Group and a third partner. These joint ventures areaccounted for in the consolidated financial statements usingthe equity method.Associated companiesIf the Group has a significant influence in a company, theinvestment it holds in that company is considered as anassociated company. The exercise of significant influence ispresumed to exist if the Group, directly or indirectly, through itssubsidiaries holds more than 20% of the voting rights.Intangible assetsIntangible assets are recorded at cost less any cumulativeamortisation and depreciations.Intangible assets with a finite useful life are amortised using thestraight-line method in terms of their estimated useful life.Intangible assets with an indefinite useful life are not amortisedbut are tested for impairment annually at the close of thefinancial year (or at an earlier date should there be an indicationof impairment). When the recoverable amount of an asset isless than its carrying amount, this carrying amount is reducedto reflect this loss of valueBusiness combinations and goodwillWhen the Group acquires a business, the identifiable assetsand liabilities of the acquired entity are recorded at fair valueon the date of acquisition.The counterparty transferred to a business combinationcorresponds to the fair value of the transferred assets(including cash holdings), the assumed liabilities and theshareholders’ equity instruments issued by the Group inexchange for the control of the acquired entity. The costsdirectly related to the acquisition are generally recordedin the income statement.Goodwill is calculated as the positive difference between thefollowing two elements:• sum of (i) the counterparty transferred and, whereappropriate, (ii) the amount of the non-controlling interests(minority interests) in the acquired entity, and (iii) thefair value of interests already held by the Group prior toacquisition of the controlling interest; and• the net amount on the date of acquisition of the identifiableassets and liabilities acquired and assumed.If, after confirmation of the values, this difference proves to benegative, this amount is immediately recorded in the incomestatement as profit on an advantageous acquisition.Goodwill is accounted for as an asset in the balance sheetunder the heading “Goodwill” and subjected to an annualimpairment test, which consists in comparing the recoverableamount of the cash generating units (“UGT”) to which thegoodwill has been allocated at their book value (includingthe goodwill). If the latter is higher, an impairment must berecorded in the income statement.Accounts at 31 December 2011Associated companies are accounted for in the consolidatedfinancial statements using the equity method.In addition, in valuing goodwill as outlined above, the amountof the non-controlling interests can be valued on a case bycase basis and at GBL’s choice, either at fair value (the socalled“full goodwill” option) or at the share of the identifiablenet asset in the acquired entity.Annual Report 2011 73
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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
Page 24 and 25: Total is a global, integrated oil a
Page 30: GDF SUEZ is a world reference energ
Page 34 and 35: Overview of the activities - GDF SU
Page 36 and 37: The world’s co-leader in Wine & S
Page 39 and 40: Main financial data30 June 2011 30
Page 42 and 43: With a presence in 64 countries, La
Page 45 and 46: Environment variables and operating
Page 47 and 48: Data on Stock Exchange and on GBL
Page 49 and 50: Percentage of share capital .......
Page 51 and 52: Environment variables and operating
Page 54 and 55: Suez Environnement is a global lead
Page 58 and 59: Overview of the activities - Suez E
Page 62 and 63: Overview of the activities - Arkema
Page 64 and 65: Overview of the activities - Arkema
Page 66 and 67: Other investmentsIberdrola(http://w
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Page 70 and 71: Consolidated balance sheet at 31 De
Page 72 and 73: Consolidated statement of changes i
Page 77 and 78: Non-current assets held for sale an
Page 79 and 80: Pension liabilities and similar obl
Page 81 and 82: When such estimates are established
Page 83 and 84: Changes in group structureThe most
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Page 88 and 89: Accounts at 31 December 2011 - Note
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Page 99 and 100: In EUR millionLand andbuildingsMine
Page 101 and 102: 11. InventoriesIn EUR million 2011
Page 103 and 104: Bank loans (GBL)GBL drew on its cre
Page 105 and 106: 16. ProvisionsIn EUR million Legal
Page 107 and 108: Asset plan distributionIn % 2011 20
Page 109 and 110: 18. Other current liabilitiesIn EUR
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Page 113 and 114: ImerysImerys has put in place an in
Page 115: Fair value and carrying amountTo re
Page 118 and 119: Statutory Auditor’s report116 Ann
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Accounts at 31 December 2011 - Hist
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Corporate governance statementIan G
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Corporate governance statement1.1.2
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Corporate governance statementGéra
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Corporate governance statementAmaur
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Corporate governance statementNumbe
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Corporate governance statementThe a
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Corporate governance statementThe t
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Corporate governance statement3.2.
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Corporate governance statement3.4.1
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6. Risk management and internal con
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Six specific risks have been identi
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7. Policy on conflicts of interestC
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Extract of the minutes of the meeti
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Chain of ownershipPaul G.Desmarais6
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9.3.3. Organisation chart of shareh
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11.9. Capital11.9.1. Issued capital
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Resolutions proposed to shareholder
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• Regent and Member of the Budget
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Paul DesmaraisVice-Chairman of the
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• Director of 152245 Canada Inc.
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List of activities and other mandat
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• Director of Pargesa Holding S.A
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• Director of Great-West Lifeco I
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Amaury de SezeDirectorList of activ
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• Director of 4400046 Canada Inc.
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Gross annual returnThe gross annual
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Groupe Bruxelles Lambertwww.gbl.be
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