2 SABCA Annual report Report of the board of directors Ordinary General Meeting of 26 May 2011 Management Report Profile of the Group 1 Statutory bodies 2 Chairman s message 3 Message of the Chief Executive Officer 4 1. Principal activities in Business environment and outlook Research and development Human resources Corporate Governance Financial aspects 40 Proposals for resolutions 44 The detailed annual accounts are inserted hereafter.
3 SABCA 1_ Profile of the Group The SABCA Group (Société Anonyme Belge de Constructions Aéronautiques, and its subsidiary, SABCA Limburg) has in the course of its development, diversified into the three markets that today make up the bulk of its business. These markets are space, civil aviation and defence. The SABCA Group conducts its business at three operating sites located in the three regions of Belgium. The company is involved in Belgian and international programmes either as project supervisor, partner or subcontractor. SABCA s exports represent almost 85% of its turnover. Working in the three main areas, the Group is involved in the study, design and manufacture of structural elements, fitted sub-assemblies and servo systems. Every department complies at all times with the national and international standards required both by civilian and military authorities. The high level of qualification demanded of staff is provided by training programmes organised by the human resources department. The Group is attuned to a globalised marketplace. It works with numerous partners and has gradually built up a network of international relations. The Group is characterised by its operating flexibility and the efficiency created by working as a team with customers, starting from the design stage and going through to qualification, production, delivery and after-sales service. As part of its defence support business, it handles the maintenance and modernisation of military aircraft, as well as the production of kits and replacement parts. The Group has always been able to contribute to the realization of special customised products that meet the needs of its customers. In addition to production, the nature of SABCA s business requires significant involvement in research, development and manufacturing engineering, as well as in the area of quality assurance. The Group also abides by the environmental standards and makes appropriate investments to ensure that this remains the case. Controlling the development of costs is one of the Group s ongoing objectives. The Group conducts a policy of investing in and developing technologies in its various areas of excellence, while at the same time using the services of subcontractors in an appropriate manner, notably in response to the customers wishes.
4 _2 SABCA Annual report 2010 Statutory bodies SABCA Board of directors (and the expire date of current term) Chairman Remo Pellichero (2013) Chief Executive Officer Daniel Blondeel Charles Edelstenne Guy Piras Loïk Segalen Daniel Blondeel, from 20th January (2016) Directors Charles Edelstenne, Chairman and Chief Executive Officer Dassault Aviation 2 (2016) Guy Piras, Executive Vice-President, Industrial Operations, Procurement and Purchasing, Dassault Aviation 2 (2016) Sjoerd Vollebregt Henk Valk Jacques de Smet Philippe Delaunois Loïk Segalen, Executive Vice-President, Economic and Financial Affairs, Dassault Aviation 2 (2014) Sjoerd Vollebregt, Chairman and Chief Executive Officer Stork B.V. 3 (2016) Henk Valk, Executive Vice President Fokker Aerostructures B.V. 3 (2016) Jacques de Smet, independent director (2014) SABCA Limburg Board of directors (and the expire date of current term) Chairman Remo Pellichero (2013) Directors Loïk Segalen, Executive Vice-President, Economic and Financial Affairs, Dassault Aviation 2 (2015) Ruben J.H. Hutten, Director Finance Fokker Elmo B.V. 3 (2016) Philippe Delaunois, independent director, from 20th January (2016) Auditor Xavier Doyen, Member of the Institute of Company Auditors Chief Executive Officer Daniel Blondeel (2012) Auditor Luc Toelen, Member of the Institute of Company Auditors 1 Decision of the general meeting of 20th January Elected on the proposal of the Dassault Group 3 Elected on the proposal of the Stork Group
5 SABCA 3_ Chairman s Message Remo Pellichero In the course of 2010, our customers put a lot of effort into controlling the risks involved in their major aeronautical projects. The progress made has enabled us to benefit from the growth coming from the rise in programme development rates. Through its involvement in several new aircraft projects, SABCA is in a position to take advantage of this favourable development. However pressure on margins remains high, especially with regard to the development of the US dollar exchange rate. In our aerospace business, the commercial successes of Arianespace herald good delivery rates for the future. The lightweight Vega launcher is due to start operating soon, offering new development perspectives. Competition in the field of launchers remains very strong and, with ESA, further progress will need to be made to secure the future. Exports helped the aircraft modernisation activity to stay strong, but the business is very dependent on the global political climate. The current international situation could become a threat to the development of these activities. The problem of export licenses for defence equipment is back on the government s agenda. SABCA, as is the case with all Belgian companies, is keeping a very close eye on developments here, as the success of its projects abroad is closely linked to it. In this overall context and as a result of costcutting measures, as well as increases in the productivity, improved programme management, and efforts of controlling risk and quality, SABCA has been able to improve its net result despite a slight drop in turnover. The company will therefore be submitting a proposal to the Annual General Meeting to increase total dividends to 2.11 million EUR, which is 0.88 EUR gross or 0.66 EUR net per share. Cash flow remains at a good level and our order book, now standing at 393 million EUR, represents nearly 3 years of work. In accordance with the new Belgian law of 6 April 2010 strengthening corporate governance in stock listed companies, the Board has set up a remuneration committee. A new independent director, Mr. Philippe Delaunois, was appointed by the Extraordinary General Meeting held on 20 January The committee will consist of Mr. Ph. Delaunois, independent director, Mr. J. de Smet, independent director, and Mr. R. Pellichero, Chairman of the committee. In the course of the above-mentioned Extraordinary General Meeting, Mr. Daniel Blondeel, Chief Executive Officer, was also appointed managing director. Having weathered the crisis, the company has all the right cards to meet the challenges in its business environment and to continue its development. Remo Pellichero
6 _4 SABCA Annual report 2010 Message of the Chief Executive Officer SABCA and its business environment Our company has three business fields: civil aviation, aerospace and defence. In the field of civil aviation, all forecasts point to the production of aircraft with 100 seats or more rising in the next twenty years. We also have hopes that the business aviation market will soon start picking up. The Executive Committee (ComEx). From the left to the right : D. Blondeel, P. De Graef, R. De Dobbeleer, J.M. Lefèvre and M. Humblet. However, increasing pressure on prices, the influence of low-cost countries and globalisation are all becoming factors making it more and more difficult to operate in the market.
7 SABCA 5_ Daniel Blondeel In this context, we need to continue improving our overall productivity in all products, while at the same time showing our interest for other international programmes. The success of the six Ariane 5 launches in 2010, the approval and delivery of structural assemblies and thrust vector control systems for the 4 stages of the Vega underpin our future. These actions inevitably involve a supply chain working to an increasing extent with companies in these low-cost countries and with a high potential for purchasing aircraft. The only way for us to maintain our added-value profile vis-à-vis our customers is through a policy of increased industrial cooperation. Moreover, we are looking forward to a significant increase in the A380 production rate and the delivery of the first A350 assemblies early in 2011, with both factors having a positive impact on our future. Turning to aerospace, the European Ariane 5 and Vega programmes, in which SABCA is heavily involved, are also taking place in a rapidly changing economic environment. The large volume of orders for commercial launchers must not conceal the major challenges facing Arianespace: adoption of the A5ME modernisation programme, discussions on Ariane 6 or the new generation launcher (NGL), the company s consolidation, improvements in the company s competitiveness against a background of new non-european players entering the market, and, last but not least, success in the first Vega launch in the second half of For its part, SABCA would like to strengthen its position in this field through a series of research projects and concrete proposals made to its partners. Finally, in the defence field, though the quantity of aircraft to be modernised and overhauled in 2011 for the Belgian armed forces has not been questioned, the low number confirms our strategy of developing our export business and 2010 proved to be years confirming the value of such an option, though now, with a number of export contracts near to completion, our teams are hard at work on clinching new deals. As a result of the A400M test flights and the agreement reached between the seven participating countries and Airbus Military S.L. on the continuation of the programme, production can be expected to start up this year. Generally speaking, we would seem to be going through a period of uncertainty. The major impact of the US dollar on our competitiveness, the growing influence of emerging countries, political instability in Belgium, inflation and the cost of raw materials are all factors obliging us to permanently keep on the look-out. The best weapon against such vagaries is: ourselves! We must continue our efforts to boost our competitiveness and flexibility, putting us in a position to face up to this rapidly changing business environment. Daniel Blondeel
8 _6 SABCA Annual report 2010
9 SABCA 7_ 1 Principal activities in 2010
10 _8 SABCA Annual report 2010
11 Vega In 2010, SABCA carried out the final modifications to the 0/1 inter-stage skirt produced at its Brussels plant in Here on the Dufieux lathe-mill. SABCA 9_ AEROSPACE Ariane 5 The Ariane 5 launcher, with its significant contribution from SABCA, continues to be a great technical and commercial success, with a total of 55 successful launches in a row and a share of the available market exceeding 50%. Technical problems forced Arianespace to postpone the first launch in 2010 for several months. It finally took place in May. A total of 6 Ariane 5 rockets were launched in The delay in the year s launch schedule obviously had an effect on SABCA production. In 2010, the company supplied structural elements ( JAV front skirts, JAR rear skirts, inter-stage separation rockets (Acceleration Rocket Frames) and DIAS vibration absorbers) and equipment ( GAM engine activation groups, GAT thrust activation groups, PCP pneumatic snatch off connectors, and the GHSM hydraulic servomotor subsystems for 6 launchers, instead of the 7 originally planned. The mounting of the equipment in the skirts and the final delivery of the latter are always carried out by SABCA Limburg. Vega In 2010, SABCA carried out the final modifications to the 0/1 inter-stage skirt produced at its Brussels plant in The wiring harnesses have been mounted, together with systems for taking specific measurements for the first flight. A device for securing the launcher on its transport and launch platform was developed and incorporated in the structure. After the approval certificate had been issued, this first flight prototype was shipped to the Guyana launch site in December The tests needed for achieving the certification of the thrust vector control (TVC) system for the four stages of the launcher took place at SABCA s Brussels plant throughout 2010 and development is now nearing completion. The TVC system, consisting of an electronic guidance system, an electronic power regulation system and the high-performance electro-mechanical actuators, was completely developed at SABCA s mechatronics lab. Once certification of the test models has been obtained, the TVCs for each of the four stages of the first flight prototype (Flight Model 1 - FM1) will be upgraded and shipped to the customer in the first half of 2011.
12 _10 SABCA Annual report 2010 The thousandth tail cone left Brussels on 15 July 2010, just a few days before the 20th anniversary of the first shipment in August 1990 (here-above). CIVIL AVIATION AIRBUS A saw the recovery of the market for large aircraft. At the same time, the manufacturing engineering problems plaguing the A380 and delaying an increase in production rates at our client appear to be resolved. By the end of last year, Airbus had delivered a total of 40 A380 aircraft to airline companies, and total orders are now for more than 240 planes. The delivery schedule for the A380 s 11-meter rear lower shell (commonly known as the T-shape) is now gradually gaining momentum, with SABCA delivering 17 T-shapes to the Saint- Nazaire site in Minor airline-specific changes are always being introduced at the request of airline companies, and development of the -800e model decided in 2009 is progressing. At the end of 2010, SABCA successfully passed the preliminary design review (PDR) for its part of this model and production is scheduled to begin in Brussels during the first half of The first modified rear lower shell is expected to be delivered to Airbus in early AIRBUS A /600 No orders have been gained in 2010 for this aircraft, which from now on is only being built to specific airline orders. The manufacture of pressurised floors at SABCA s Brussels plant and of flap track fairings at the SABCA Limburg plant in Lummen remained halted for the whole year. Commercial interest in this 4-engined aircraft has declined substantially due to the evolution of air regulation. A380 : installation of fixed brackets on the T-shape. AIRBUS A330/A / saw the delivery of components for the thousandth aircraft of this Airbus family. The thousandth tail cone left Brussels on 15 July 2010, just a few days before the 20th anniversary of the first shipment in August The outlook for this programme remains very positive, pending the entry into service of its designated successor, the A350 XWB. The success of this programme was recently enhanced by the introduction of the cargo version, for which SABCA delivered its first element in In 2010, SABCA s Brussels plant supplied 80 fully-equipped tail cones to Airbus final assembly line in Toulouse, with SABCA Limburg providing the composite maintenance doors for the same planes.
13 SABCA 11_ AIRBUS A318/A319/A320/A321 Production rates for this programme remain very high, with a favourable influence on work at the SABCA Limburg plant in Lummen, which supplies the composite ribs of the aircraft s vertical stabilizer. For its part, the SABCA plant in Brussels is continuing to supply direct drive valves (DDV) to Messier Bugatti, which in turn builds the equipment into the braking systems of this aircraft family. These DDVs, entirely developed by SABCA on the basis of its experience in aerospace products, have had to be partially redesigned to counteract future technical obsolescence and to make them more competitive. In 2010, these elements were supplied for more than 400 aircraft. AIRBUS A350 XWB The development and production contract for flap support structures and fairings was awarded to SABCA by Airbus in 2008.The technological studies and the development are ongoing and our teams of engineers, designers and technicians in Brussels and Lummen are hard at work making sure that the production of the first elements can begin on time, while at the same time overcoming lots of technical and programming problems. Machining of the first beam support was completed at the Brussels plant in December 2010, and the assembly tools for the prototypes are currently being installed. Metal components for the Airbus plants at Bremen and Filton will begin to leave the Brussels plant in the first half of 2011, followed a few months later by the first composite components. These will be supplied to Bremen and Toulouse. DASSAULT Falcon and 7X The market for high-end business aircraft recovered slightly in 2010, with the Falcon 7X being one of planes benefiting most from the upturn. SABCA produces two types of elements for these business aircraft: Structural elements, in particular the panels for the F7X s rear tank, are manufactured and formed at SABCA s Brussels plant before being delivered to the Dassault Aviation plant at Seclin. For its part, SABCA Limburg supplies composite cladding, both for the horizontal panels and the engine cowling. Various other pieces of equipment, whether mechanical, electrical, hydraulic or pneumatic, for these programmes are manufactured in our mechatronics workshops in Brussels. The specific investment projects carried out in 2009 have allowed us to optimise the work in this field. In close collaboration with the Brussels design lab, the technical department at Lummen spent 2010 working on optimising the design of the support fairings for the wingflaps before the 2011 production start; SABCA Limburg has also designed the tools for making prototypes of these composite components, currently on order. In clean-room at SABCA Limburg site, build-up of composite top skin of Falcon 2000 and 900 horizontal stabilizer.
14 _12 SABCA Annual report 2010 Moreover, a new contract for the delivery of aileron servo-controls was signed in SABCA s involvement grew throughout the year, with responsibility being awarded to the company for controlling the equipment provided along with the airworthiness authority. Last but not least, in the context of an industrial cooperation agreement signed with Dassault Equipements in 2009, work on the assembly and inspection of servo-controls of Falcon and Alpha-Jet aircraft for the French and export markets started in January 2010 and was successfully continued throughout the year. The agreement involves a minimum 4-year cooperation period, with specific training being given to a team of SABCA technicians on signing. GULFSTREAM 650 The test programme of this new business aircraft is ongoing and is expected to end with the plane gaining its airworthiness certificate in The first deliveries to customers would take place in that year. SABCA Limburg has already supplied 13 sets of composite spars and cladding to Fokker Aerostructures, our customer responsible for assembling the tailfin. DEFENCE SABCA in Charleroi The Charleroi site continued its maintenance and modernisation work on aircraft, helicopters and accessories for both the Belgian and foreign armed forces. The work done for Belgium remained on the same level as The programme for modernising the French Mirages F1 and Alpha-Jets continued, with prototype and first-of-series aircraft being accepted and delivered following the completion of their flight test programmes in the first half of the year. Deliveries of standard modification kits continued, along with the work on series aircraft at customer facilities. The volume of F16 export work rose especially with the conclusion of a painting contract from the Dutch air force. Electrical wiring of a F16 in Charleroi.
15 SABCA 13_ A modernised French Alpha-Jet. As regards A10 aircraft, the workload generated by the new 5-year contract remains high. Work on a new order from Lockheed for 31 F16 MLU (Mid Life Update) kits started, with the first 3 kits being delivered at the end of An A109 helicopter for Benin was delivered following inspection and repair work. SABCA in Brussels and SABCA Limburg in Lummen The A400M certification programme is progressing, with the fourth aircraft (MSN 4) carrying out its maiden flight in December 2010 and the four aircraft currently undergoing their test programmes in Seville. The renegotiation of the contract between Airbus Military S.L. and its customer OCCAR ended up with a rescheduling of development and delivery plans. In the context of these negotiations, the total number of Airbus Military S.L. orders was revised downwards, with 170 aircraft now on order for OCCAR and 4 for Malaysia. An A109 helicopter from Benin was delivered after inspection and repair work. As of today, SABCA in Brussels has delivered the mechanisms used for deploying the wingflaps of 6 planes, while SABCA Limburg has delivered the composite fairings for the wingflaps of the same planes. Production will be starting up again in 2011.
16 _14 SABCA Annual report 2010 INDUSTRIAL INVESTMENT PROJECTS The construction of a new building in Brussels for 3 surface treatment lines is progressing according to schedule saw the demolition of the old building and the foundation work for the new one. Starting next year, the anodising, penetration testing and painting of large-size objects will be done there in a highly automated manner, with this new production method complying with all the latest new environmental requirements. Various equipment for Falcon and Alpha-Jet aircraft is assembled, tuned and tested in the mechatronics workshops. QUALITY ENVIRONMENT A new HSM (high-speed machining) machine was delivered in December 2010 and installed in a purpose-built extension of Hangar 2 equipped with a 5-tonne overhead crane. It is a 5-axis horizontal machining centre, equipped with a variety of systems giving extremely high performance, in particular with regard to palleting and tool management. In 2010, our quality management system underwent its 3-year full audit needed for recertification. For this audit, SABCA used a different certification agency to gain a different point of view on its internal processes. The audit, covering the AS/EN 9100, AQAP 2110 and ISO 9100:2008 standards, led SABCA to improve a number of processes based on the perspective given by the new agency. For its part, SABCA Limburg went through the steps of gaining POA (Part 21) certification from the Belgian BCAA authorities. Soon to be completed, this will mean that SABCA Limburg will be in a position, under certain conditions, to itself certify the airworthiness of components delivered to Airbus in the context of the A350 XWB and A400M contracts. The ENVIRO project team was strengthened in 2010 by the arrival of a number of colleagues from the main plants, offices and labs. They were given training allowing them not just to actively take part in the introduction of an Environmental Management System complying with ISO 14001, but also to disseminate environmentally-friendly practices. Furthermore, a detailed analysis of the texts of environmental laws and decrees has been carried out, enabling SABCA and SABCA Limburg to make sure they are complying with all European, Belgian and regional regulations in this area at all their sites. The environmental management process has been published, together with all relevant environmental performance indicators. The management s aim is to achieve Phase 1 ISO certification in 2011.
17 SABCA 15_ In 2010, SABCA Limburg completed the installation of the new autoclave, 17 meters long and with a 6-meter diameter. Certification of the machine took place at the end of the year, and the first parts have already been polymerised in it. This investment opens up new perspectives in terms of R&D and will help us with other projects where large-size parts are involved. It will be used in the context of the G650. A new large-size spray booth will soon round off this project for dealing with orders from the market for large composite parts. This new investment, scheduled for 2011, together with the installation of laser projectors, will help us to boost both productivity and the quality of composite products at SABCA Limburg in the short term. Control room for the autoclaves. In 2010, SABCA Limburg completed the installation of the new autoclave, 17 meters long and with a 6-meter diameter. MOVEMENTS IN THE US DOLLAR EXCHANGE RATE Through its policy for managing exchange rate risks on its current contracts, the company continued to attenuate the effects of the persistent weakness in the US dollar in The company organises its purchases of goods and services in foreign currency in order to restrict any residual exchange risk. However, the low level of the US dollar remains a determining factor for the future of the company. ORDERS SABCA orders reached 151 million EUR in 2010, taking the order book to 393 million EUR. This order book includes an amount of 155 million EUR that corresponds to SABCA s contractual participation in firm orders received by its customers and for which confirmation is only given shortly before delivery.
18 _16 SABCA Annual report 2010
19 SABCA 17_ 2 Business Environment and Outlook
20 _18 SABCA Annual report 2010
21 A first flap support beam of the A350 XWB ready for shipment. SABCA 19_ AEROSPACE CIVIL AVIATION Though Europe has underlined its wish to upgrade its involvement in space, at this stage and in the absence of new European funding, the European Space Agency (ESA) remains the main driver of new developments. The next ministerial conference of ESA s 19 member states is now planned for It will define the programmes and respective budgets for the following years. Pending this, SABCA, in agreement with its client ASTRIUM, is working on the new technologies necessary for a new top stage for Ariane 5. This new stage constitutes the main element of the Ariane 5 Midlife Evolution (A5ME) programme, to be decided on at the next ministerial conference. The market for large and medium-sized aircraft is clearly picking up, with this positive development expected to continue over the next few years. Production rates of the A320, A330 and A380 are rising again, generating an increase of production and assembly work at SABCA and SABCA Limburg. Orders for the A350 XWB are also piling up at Airbus, reaching a 2010 year-end total of almost 600, well before the entry into service (E.I.S.) of the new entrant to the range, suggesting very high production rates right from the start is set to be a crucial year for SABCA and SABCA Limburg in this programme, with the first sets of prototypes to be supplied according to a tight schedule and in a still changing development context. In this favourable business environment, the success of SABCA and its subsidiary, SABCA Limburg, will depend on their ability to keep internal costs under control and to set up an efficient supply chain. Looking at business aviation, the Gulfstream 650 programme is now underway, with production rates set to increase. The first sets of composite spars and cladding have been delivered to Fokker Aerostructures in the course of 2010.
22 _20 SABCA Annual report 2010 DEFENCE SABCA in Charleroi The company s aim is to consolidate F16 business on the basis of the unique experience and know-how gained through working with the Belgian air forces and other users of this plane over the last thirty years. Over and above the F16, the modernisation programmes currently running for the Alpha-Jet and Mirage F1 as well as the work being done on other aircraft types such as the A10 and helicopters are leveraged when looking for export opportunities. This strong reliance on commercial export success is of major concern for the plant of SABCA in Charleroi, whose workload has been declining since the beginning of The workshop for structural modifications in Charleroi. SABCA in Brussels Brussels and Lummen. Despite the slight The conclusion of the contract negotiations reduction in order volumes, the order book for between Airbus Military S.L. and OCCAR has this programme will benefit from regular production rates for several years. Deliveries led to the A400M programme restarting in will The A10 in Charleroi, for inspection and repair work as well as electrical and aircraft systems modifications.
23 SABCA 21_ be restarted in 2011, with SABCA and SABCA Limburg supplying components for two planes in the course of the year. After the first deliveries to the nations participating in the programme and thanks to its dual certification as both a civilian and military plane, the A400M can be expected to gain a good position on export markets. QUALITY SABCA is pursuing its quality assurance programme, using both internal and external audits. One of the main 2011 objectives is to implement the prerequisites at the Brussels and Charleroi sites for gaining Part 145 maintenance organisation approval for civil aviation equipment in the medium term. ENVIRONMENT SABCA and SABCA Limburg are aiming to link ambitious targets to selected environmental performance indicators in 2011 with a view to ultimately reducing the environmental impact of their business. We will be working on introducing a new waste management policy. Moreover, we will also be working on completing a first phase of the step-by-step ISO certification process proposed by AFNOR Certification. Our SABCA Limburg subsidiary is expected to gain POA (Part 21) certification from the Belgian aviation authorities. The work started in 2010 by SABCA Limburg for gaining PRI-NADCAP certification for the manufacture and inspection of composite parts should also bear fruit in Modification of the electrical wiring.
2011 Annual report SABCA Management Report Profile of the Group 1 Statutory bodies 2 Chairman s message 3 Message of the Chief Executive Officer 4 1. Principal activities in 2011 6 2. Business environment
Annual Report 2013 2013 REPORT OF THE BOARD OF DIRECTORS Annual General Meeting, 5 June 2014 Group profile Statutory bodies Message of the Chairman and the General Manager 5 6 8 1. Principal activities
BHF Kleinwort Benson Group SA Public limited liability company Avenue Louise 326 1050 Brussels RLE n 0866.015.010 Corporate Governance Charter Last amended as of 24 March 2015 Contents 1 Board of Directors...
A Guide to Corporate Governance for QFC Authorised Firms January 2012 Disclaimer The goal of the Qatar Financial Centre Regulatory Authority ( Regulatory Authority ) in producing this document is to provide
Airbus Group Achieves Record Revenues, EBIT* And Order Backlog In Revenues increase five percent to 60.7 billion Reported EBIT* up 54 percent to 4.0 billion with a 6.7% return on sales Earnings per share
Corporate Governance in D/S NORDEN Contents: 1. The role of the shareholders and their interaction with the management of the company... 2 2. The role of the stakeholders and their importance to the company...
Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT The Code This Code sets out the principles of good corporate governance, and two levels of recommendations: code provisions; and recommended
CORPORATE GOVERNANCE CHARTER ThromboGenics NV INTRODUCTION This Corporate Governance Charter is based on the provisions of the Belgian Corporate Governance Code (2009 Edition), which has been adopted by
CORPORATE GOVERNANCE STATEMENT This is a statement regarding corporate governance as meant in article 2a of the decree on additional requirements for annual reports (Vaststellingsbesluit nadere voorschriften
- 1 - CATHAY PACIFIC AIRWAYS LIMITED (Amended and restated with effect from 3rd March 2014) This Code sets out the corporate governance practices followed by the Company. The Board and its responsibilities
THE GROUP S CODE OF CORPORATE GOVERNANCE REVISED SEPTEMBER 2012 CONTENTS INTRODUCTION..... p. 4 A) RULES OF OPERATION OF UNIPOL GRUPPO FINANZIARIO S.p.A. s MANAGEMENT BODIES....... p. 6 A.1 BOARD OF DIRECTORS....
Management Discussion and Analysis of Financial Position and Operating Results The purpose of this analysis is to provide the reader with an overview of how the financial position of Héroux-Devtek Inc.
Airbus Group Reports Robust First Quarter Results Solid operational performance supports EPS and cash flow, further enhanced by divestments Revenues 12.1 billion, EBIT* before one-off 651 million Earnings
Revised May 2007 Corporate Governance Guideline Table of Contents 1. INTRODUCTION 1 2. PURPOSES OF GUIDELINE 1 3. APPLICATION AND SCOPE 2 4. DEFINITIONS OF KEY TERMS 2 5. FRAMEWORK USED BY CENTRAL BANK
Delhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup.com Comparison of the current version of the Articles of Association
Appendix 15 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT The Code This Code sets out the principles of good corporate governance, and two levels of recommendations: code provisions; and recommended
ADMINISTRATION AND MANAGEMENT OF TE COMPANY. - Report of the chairman of the board of directors on internal controls The report of the Chairman of the Board of Directors relating to internal controls is
Corporate Governance Guidelines Fuji Heavy Industries Ltd. Chapter 1. General Provisions Article 1. Purpose These guidelines set out the basic policy, framework and operating policy of the corporate governance
Ramsay Health Care Limited ACN 001 288 768 Board Charter Charter Approved by the Board of Ramsay Health Care Limited on 23 October 2012 Ramsay Health Care Limited ABN 57 001 288 768 Board Charter Contents
Corning Incorporated Corporate Governance Guidelines The Board of Directors of Corning Incorporated, acting on the recommendation of its Nominating and Corporate Governance Committee, has adopted these
The NHS Foundation Trust Code of Governance www.monitor-nhsft.gov.uk The NHS Foundation Trust Code of Governance 1 Contents 1 Introduction 4 1.1 Why is there a code of governance for NHS foundation trusts?
RISK MANAGEMENt AND INtERNAL CONtROL Overview 02-09 Internal control the Board meets regularly throughout the year and has adopted a schedule of matters which are required to be brought to it for decision.
Corporate Governance in Gabriel Holding A/S Updated November 2015 1 Gabriel Holding A/S has prepared the statutory statement on corporate governance as per section 107b of the Danish Financial Statements
118 QIAGEN N.V. Corporate Governance Corporate Governance 119 Corporate Governance Decl ar ation of Com pliance of Q IAGEN N.V. regarding the Ger m an Corpor ate Governance Code In QIAGEN s 2001 Annual
Management Discussion and Analysis of Financial Position and Operating Results The purpose of this analysis is to provide the reader with an overview of how the financial position of Héroux-Devtek Inc.
ESM Management Comments on Board of Auditors Annual Report to the Board of Governors for the period ended 31 December 2014 Dear Chairperson, I would like to thank you for the opportunity to provide management
CORPORATE GOVERNANCE GUIDELINES (Adopted as of June 2, 2014) The following corporate governance guidelines have been approved and adopted by the Board of Directors (the Board ) of Arista Networks, Inc.
Coventry Resources Inc. Corporate Governance Statement (current as at 30 June 2015) The Board of Directors are responsible for the overall strategy, governance and performance of Coventry Resources Inc.
Incorporating the UK Corporate Governance Code and the AIC Code of Corporate Governance February 2015 www.theaic.co.uk Contact details The Association of (AIC) represents closed-ended investment companies
The following Guidelines for Corporate Governance have been adopted by the Board of Directors ( Board ) of MAXIMUS, Inc. (the Company ) to serve as a guide for the exercise of the Board s responsibilities.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
Neptune Marine Services Limited Corporate Governance Statement ASX Corporate Governance Council s Corporate Governance Principles and Recommendations 3 rd edition As at 31 March 2016 and approved by the
Corporate Governance Guidelines 1. Introduction Entra ASA ( Entra ), and together with its subsidiaries, ( the group ) will be subject to the reporting requirements on corporate governance set out in 3
Corporate Governance Code for Banks Foreword Further to issuing the Bank Director s Handbook of Corporate Governance in 2004, the Central Bank of Jordan is continuing in its efforts to enhance corporate
ARDMORE SHIPPING CORPORATION AUDIT COMMITTEE CHARTER This Audit Committee Charter ("Charter") has been adopted by the Board of Directors (the "Board") of Ardmore Shipping Corporation (the "Company"). The
(as amended on May 26, 2010) Government Commission German Corporate Governance Code 1. Foreword 1 This German Corporate Governance Code (the "Code") presents essential statutory regulations for the management
1 Airbus Group Marwan Lahoud Airbus Group, CSMO London 10 December 2014 Safe Harbour Statement 2 Disclaimer This presentation includes forward-looking statements. Words such as anticipates, believes, estimates,
1 PRESS RELEASE Neuilly-sur-Seine, France, May 4, 2011 Sharp growth in Bureau Veritas Q1 2011 revenue Revenue up 23% to 775 million Organic growth of 6.5% Frank Piedelièvre, Chairman and Chief Executive
Danisco A/S Corporate Governance Policy Introduction and conclusion Below is a detailed review of Danisco s compliance with the Committee on Corporate Governance s recommendations for corporate governance
BMW Group Corporate Governance Code. Principles of Corporate Governance. - 2 - Contents Page Introduction 3 1. Shareholders and Annual General Meeting of BMW AG 5 1.1 Shareholders of BMW AG 5 1.2 The Annual
CORPORATE GOVERNANCE PRINCIPLES OF ZEAL NETWORK SE (as adopted by the Supervisory Board and Executive Board on 19 November 2014) FOREWORD ZEAL Network SE ("Company") transferred its registered office from
Corporate Governance Statement 2015 REA Group Corporate Governance Statement 2015 1 2 REA Group Corporate Governance Statement 2015 Corporate Governance Statement 2015 Introduction REA Group is committed
Immune Therapeutics Corporate Governance Guidelines The Board of Directors has adopted these Guidelines in order to reflect the Company s commitment to good corporate governance. The Board believes that
MUTUAL OF OMAHA INSURANCE COMPANY CORPORATE GOVERNANCE STANDARDS The Board of Mutual of Omaha Insurance Company (the Corporation ) has adopted these corporate governance standards to further its longstanding
Global Investor Forum 2008 Airbus Financial Workshop Seville, 17 th / 18 th January 2008 1 Safe Harbor Statement Certain of the statements contained in this document are not historical facts but rather
TiGenix Naamloze vennootschap Romeinse straat 12 box 2 3001 Leuven VAT BE 0471.340.123 RLE Leuven (The Company ) SPECIAL REPORT OF THE BOARD OF DIRECTORS PURSUANT TO ARTICLE 583 OF THE COMPANIES CODE WITH
International Non-profit Association Association Européenne de Logistique, European Logistics Association in English, ELA in abbreviated form STATUTES Article 1. Name and location: The name of the Association
CANADIAN NATIONAL RAILWAY COMPANY CORPORATE GOVERNANCE MANUAL Approved by the Board of Directors on March 2, 2004 and last updated as at March 10, 2015 DOCSMTL: 118334\63 TABLE OF CONTENTS 1. OVERVIEW...
CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION As of January 1, 2015 BOVIE MEDICAL CORPORATION Corporate Governance Guidelines I. INTRODUCTION... 1 II. BOARD COMPOSITION AND DIRECTOR QUALIFICATIONS...
Summary in English of the Minutes of the 23 rd Annual Ordinary Meeting of Shareholders of Bangkok Bank Public Company Limited ( the Bank ) April 12, 2016 The Bank s Auditorium, 30 th Floor, Head Office
Corporate Governance Guidelines of Kenon Holdings Ltd. Adopted as of September 17, 2014 Corporate Governance Guidelines of Kenon Holdings Ltd. The following Corporate Governance Guidelines have been adopted
HALOGEN SOFTWARE INC. AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee is a standing committee appointed by the Board of Directors of Halogen Software Inc. The Committee is established to fulfill applicable
WAL-MART STORES, INC. CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Wal-Mart Stores, Inc. (the Company ) to assist
RECRUITING SERVICES Amadeus FiRe AG Unaudited Financial Report Quarter I - 2015 Temporary Staffing. Permanent Placement Interim Management. Training www.amadeus-fire.de Unaudited Amadeus FiRe Group Financial
Articles and Memorandum of Association - English convenience translation - as of April 08, 2015 This is the convenience translation of the German original version of the Articles and Memorandum of Association
BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE INTRODUCTION British Sky Broadcasting Group plc ( the Company ) endorses the statement in the UK Corporate Governance Code ( the Corporate
Corporate Governance Statement The Board of Directors of APN Outdoor Group Limited (APO) is responsible for the overall corporate governance of APO, including establishing the corporate governance framework
Nordex SE Conference Call 9M 2012 Hamburg, 13/11/2012 AGENDA 1. Highlights 9M 2012 Dr. J. Zeschky 2. Financials 9M 2012 B. Schäferbarthold 3. Guidance 2012 and market outlook B. Schäferbarthold 4. Strategy
NORTH ATLANTIC TREATY ORGANIZATION STRATEGIC PLAN 27 March 2015 INTERNATIONAL BOARD OF AUDITORS FOR NATO (IBAN) STRATEGIC PLAN 2015-2019 1 TABLE OF CONTENTS Page No. 1. IBAN AT A GLANCE 3 2. OVERVIEW 3
El Paso Electric Company A Texas corporation (the Company ) Corporate Governance Guidelines As Amended September 28, 2015, November 20, 2014, November 18, 2010, March 2, 2007 and September 15, 2005 Originally
CORPORATE GOVERNANCE Brunel International s understanding of corporate governance is based on applicable laws, the rules and regulations applicable to companies listed on the NYSE Euronext Amsterdam stock
Corporate Governance Guidelines of Apartment Investment and Management Company Adopted as of March 8, 2004 (last updated July 2010) Corporate Governance Guidelines of Apartment Investment and Management
ONXEO Public Limited Liability Company with a Board of Directors with share capital of 10,138,020.75 Company headquarters: 49 Boulevard du Général Martial Valin - 75015 Paris, France Paris Trade and Companies
THE CORPORATE GOVERNANCE PRINCIPLES DECLARATION Pursuant to CMB s (Capital Market Board) decree with the number of 48/1588 on 10.12.2004, it has been deemed appropriate for the companies having transactions
Corporate Governance Statement The Board of Directors of Sandon Capital Investments Limited (Sandon or the Company) is responsible for the corporate governance of the Company. The Board guides and monitors
Directors Report for 2014 Chapter V 1 STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE 1. RULES OF CORPORATE GOVERNANCE BY WHICH THE COMPANY IS BOUND AND THE LOCATION WHERE THE TEXT OF THE SET OF RULES
Date:21 July 2015 Statement on the application of Warsaw Stock Exchange corporate governance rules The Board of Directors of ASTARTA Holding N.V. with its corporate seat in Amsterdam, the Netherlands (the
SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES Good governance, ethical conduct, accountability and transparency are essential to the success of a public company. The Board of Directors
Contents PART I. THE BOARD OF DIRECTORS AND ITS MEMBERS... 2 PART II. OPERATIONAL RISK MANAGEMENT... 5 PART III. INTERNAL AUDIT FUNCTION... 6 PART IV. INVESTOR RELATIONS... 8 PART V. REMUNERATIONS... 10
Corporate Governance Corporate Governance Fact Sheet Board of Directors Responsibilities and Liability Composition Meetings of the Board of Directors Board Committees Supervisory Committee Role and Responsibilities
Press Release 19 March 2015 O KEY GROUP ANNOUNCES AUDITED FINANCIAL RESULTS FOR 2014 O KEY Group S.A (LSE: OKEY), a leading food retailer in Russia, today released audited consolidated financial results
Nexteer Automotive Group Limited (Incorporated under the laws of the Cayman Islands with limited liability) (Stock Code: 1316) Terms of Reference for the Audit and Compliance Committee of Nexteer Automotive
CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES Approved by the Board on December 12, 2012, as amended on March 6, 2013 and September 3, 2014 The following Corporate Governance Guidelines have been
Statement of Corporate Governance Practices 2015 Introduction The Board of Directors of Coventry Group Ltd(CGL) is responsible for the corporate governance of the Company. The practices outlined in this
I. Introduction CORPORATE GOVERNANCE GUIDELINES The Board of Trustees of Urban Edge Properties (the Trust ), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed
Purpose PASSUR AEROSPACE, INC (the "Company") AUDIT COMMITTEE CHARTER The purpose of the Audit Committee (the Committee ) shall be as follows: 11. To oversee the accounting and financial reporting processes
RECOMMENDATIONS ON CORPORATE GOVERNANCE COMMITTEE ON CORPORATE GOVERNANCE MAY 2013 Updated November 2014 CORPORATE GOVERNANCE 1 CONTENTS Preface... 3 Introduction...4 1. The Committee s work...4 2. Target
MASTERMYNE GROUP LIMITED AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER Purpose of Charter 1. The Audit and Risk Management Committee Charter (Charter) governs the operations of the Audit and Risk Management
EDISON INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES Adopted by the Board of Directors February 26, 2015 These Corporate Governance Guidelines reflect current policies of the Board of Directors for the
MOLINA HEALTHCARE, INC. CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Molina Healthcare, Inc.
Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015 Contents INTRODUCTION 2 THE BOARD 3 ROLE OF THE BOARD 5 TERMS OF REFERENCE OF THE NOMINATIONS
Overview Restaurant Brands International Inc. A corporation continued under the laws of Canada Audit Committee Charter Originally adopted December 11, 2014 Amended October 30, 2015 This Charter identifies