Annual Report Groupe Bruxelles Lambert

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1 Annual Report 2005 Groupe Bruxelles Lambert

2 GBL s primary objective is to create value for its shareholders over the mediumterm. Therefore, GBL strives to maintain and promote the growth of a portfolio of investments focused primarily on a small number of companies in which it plays its role as a professional shareholder. This portfolio will evolve over time following the evolution of the different companies as well as market opportunities. The group invests in companies that offer potential to create value for shareholders and sells investments deemed to have reached maturity. GBL s dividend policy seeks to achieve a sound balance between providing an attractive cash yield to shareholders and achieving sustained growth in its share price.

3 Contents Management report Risk management 2 GBL organisation chart 3 Message to shareholders 4 Key figures 6 Shareholder information 8 Financial report 10 Corporate Governance 12 Investments 31 Total 32 Suez 36 Bertelsmann 40 Imerys 44 Lafarge 48 Other investments 52 Accounts as at 31 December Economic summary 54 Adjusted net assets 54 Consolidated financial statements 61 Summary of GBL s investments since Nonconsolidated summary balance sheet and income statement 94 Resolutions proposed to shareholders 97 Glossary 98 For further information Inside back cover This English version is a full translation of the French version To obtain information on GBL, please contact: Carine Dumasy Tel.: Fax: Website: Deze jaarbrochure is ook verkrijgbaar in het Nederlands Cette brochure annuelle est aussi disponible en français On 28 March 2006, the Banking, Finance and Insurance Commission authorised GBL to use this annual report as a registration document for any public share offering carried out in accordance with the law of 22 April 2003 on public offerings. The authorisation is valid for 12 months. As part of that procedure, an operating memo must be attached to the annual report, the two documents together forming a prospectus within the meaning of Chapter VI of the law of 22 April 2003 and of the Prospectus Regulation of 29 April The prospectus must be submitted to the Banking, Finance and Insurance Commission for approval, in accordance with Article 14 of the law of 22 April 2003.

4 Risk management GBL s investments are primarily a limited number of large shareholdings. Each is exposed to specific risks, which are detailed and analysed in the respective management s reports and registration documents, in accordance with the legislation in force. The possible materialisation of such risks in one or more investments may lead to a change in the overall value of GBL s portfolio. GBL tries to moderate these risks through the diversification of its portfolio and through the analysis of the investments and the following of its investments. A precise reference to sections dealing with risk management for GBL s investments is detailed in the table below. Page Investments Document number Reference (link) Total Annual Report P Suez Reference Document P chap4_fr.pdf Bertelsmann Annual Report P pdf/2006_03_gb_2005_gesamt_englisch_digitaldruck.pdf Imerys Annual Brochure P & P Lafarge Reference Document P publication_financedocument_de_reference_2004_part_1_2_3fr.pdf No public information is available on risk factors for private equity funds held by GBL. These investments only represent EUR 88 million, or 0.8% of the investments. GBL Risk management / 2

5 GBL organisation chart At 31 December 2005 % of share capital / (% of voting rights) 3.9% / (%) 3.8% / (7.0%) (1) 25.1% / (25.0%) 7.3% / (11.5%) 26.2% / (20.7%) (1) 3.4% (2) / (3.3%) (2) (1) Based on the number of voting rights published by the company at 31 December 2005 (2) At 27 March 2006, GBL held a 8.1% share of the firm s capital and 8.0% voting rights GBL Organisation chart / 3

6 Message to shareholders Ladies and Gentlemen, The global economy continued expanding briskly in 2005, although at a slower pace than in 2004, driven principally by China and the United States. Activity as a whole stood up well to further increases in raw materials prices, and first and foremost petroleum products. The Euro zone once again lagged behind, with growth of only 1.4%. The companies in which GBL holds interests were only partially affected by this slow European growth, however, given their particular market positions or their geographical diversification was a good period for GBL and its shareholders. Underpinned by the strong performance of its investments, the GBL share price evolved very positively, increasing by 38% from 1 January 2005 to year s end, while the BEL 20 and CAC 40 indexes rose by 21% and 23% respectively over the same period. Total once again turned to good account a very buoyant petroleum context, registering record earnings along with a high oil reserve replacement rate. The group also increased its investment budgets, further reinforcing its exploration effort and maintaining the quality and competitiveness of its industrial facilities for both refining and chemicals. On the strength of its performance for the year, Total will pay its shareholders a pershare dividend 20% higher than the previous year s. Bertelsmann also put in an excellent year showing in accordance with management s plan to put the group back into growth mode after several years of consolidation. GBL will, again this year and for the last time, receive the extraordinary dividend agreed upon contractually when it invested in Bertelsmann. Mindful of guaranteeing the liquidity of its investment, GBL decided to exercise its right to request an IPO on the firm, which could occur in 2007 if market conditions allow. And lastly, Imerys demonstrated its ability to stand up to the steep rise in operating costs that hit the sector in 2005 and in particular energy bills, registering a 10.1% increase in net current income, group share. The company continues to create value, especially through targeted acquisitions. In the last quarter of 2005, GBL launched a new investment with its acquisition of a stake in Lafarge. Our holding of 3.4% at the end of the year today stands at some 8%, representing market value of more than EUR 1.3 billion. The friendly and stable nature of this holding makes it a quality investment for the mediumterm. A distinctive feature of the competitive environment in which GBL operates is the growing presence of private equity funds in the acquisition of companies in Europe. The buildup of such funds results from the interest they create among institutional investors in a context of low interest rates and readily available financing. In spite of the overheating being seen for the moment, particularly in leveraged buyouts, the economic logic of private equity and hedge funds should guarantee them a lasting role on financial markets in the future. The development of such funds has been significant in several respects since it alters the nature and expectations of investors, influences their relations with companies and has repercussions on company management. Concluding that it would be useful to have more of a presence in this sector, GBL set up a small dynamic venture, Ergon Capital Partners, with Parcom Ventures (ING group), and reinforced its ties with the Parisbased Sagard fund. GBL intends to develop on that basis, and alongside its strategic investments, a portfolio in private equity and related areas. GBL invested nearly EUR 440 million in Suez in 2005 in support of its buyout of Electrabel s minority shareholders. This structuring operation for Suez concludes its transformation into an energy industrial group and positions it among the big players in the sector in Europe. The contemplated merger with Gaz de France follows the same industrial logic and calls for the creation of a coherent and efficient European group in gaz and electricity. In a market made more competitive as a result of deregulation, Suez registered strong results in 2005, announcing a 25% increase in its share dividend for the year. The group will remain loyal to its historic model of development and will continue to rely on the qualities and specific identity that represent its strength and originality: a familybased culture that is the reflection of its shareholders, and a longterm holding approach. GBL creates value for the longterm through professional shareholding positions acting in partnership with a management team to bring industrial projects to fruition. This approach, which guarantees the stability and effectiveness needed for ambitious projects, is more than ever in demand by companies having to cope with today s financial markets. GBL Message to shareholders / 4

7 The major investments made in Suez and Lafarge, capping EUR 1.5 billion, were financed out of the group s own liquidity and of the use of external debt. GBL raised EUR 435 million on markets through the issue of sevenyear bonds convertible for GBL shares. The considerable opportunities opening up to the group require additional resources. GBL therefore decided, with the support of its controlling shareholder Pargesa, to organise a capital increase opened to all its shareholders. Based on its solid cash earnings, GBL will propose to the General Meeting on 25 April 2006 to increase, again this year, the gross dividend per share by 7.5%, bringing it to EUR The group intends, excluding extraordinary items, to maintain this rate of increase in the coming years. Lastly, GBL decided at the start of 2005 to adopt the principles and main provisions of the Belgian Code on Corporate Governance, with certain adaptations to reflect the specific aspects of its company holding activity. At the start of 2006 and in accordance with these provisions, GBL published on its website its Governance Charter, which presents in detail the firm s governance structures and policies. Baron Frère GBL Message to shareholders / 5

8 Key figures Adjusted net assets at 31 December 2005 (EUR per GBL share) Adjusted net assets at 31 December 2004 (EUR per GBL share) Lafarge 4.1% Imerys 9.2% Other 0.7% Net cash 0.5% Imerys 11.6% Other 0.5% Net cash 8.2 % Bertelsmann 18.8% Total 44.9% Suez 16.0% Total 42.5% Suez 21.8% Bertelsmann 21.2% Share price of investments in 2005 January February March April May June July August September October November December Total Suez Imerys Lafarge GBL GBL Key figures / 6

9 Global data in EUR million Consolidated result IFRS (share of the group) Cash earnings (1) Mark to market and other noncash Associated companies Eliminations and capital gains Consolidated result for the period Total distribution (2) (4.9) (138.6) (16.8) (103.4) (29.4) (177.1) (14.5) (362.7) (163.0) (237.8) (74.0) Balance sheet (IFRS) Assets Noncurrent assets 10, , , , ,105.7 Current assets Liabilities Shareholders equity 10, , , , ,142.4 Noncurrent liabilities Current liabilities Stock market capitalisation at 31 December 11, , , , ,166.6 Yearonyear change (in %) Adjusted net assets at 31 December 11, , , , ,373.1 Portfolio 11, , , , ,070.1 Net cash of which treasury shares Yearonyear change (in %) (1) The definition of the cash earnings is mentioned on page 98 (2) Total dividend paid on all shares in issue. Amount for 2005 to be proposed to the Ordinary General Meeting on 25 April 2006 GBL stock market capitalisation (in EUR million) GBL share price (2/1/01 = 100) GBL Key figures / 7

10 Shareholder information Financial calendar Ordinary General Meeting 25 April 2006 Payment of coupon nr 7 26 April 2006 Publication of results to 31 March May 2006 Publication of halfyearly results 12 September 2006 Publication of results to 30 September November 2006 Publication of 2006 annual results March Ordinary General Meeting 24 April 2007 Dividend The payment in respect of the 2005 financial year of a gross dividend of EUR 1.72 per GBL share, a 7.5% increase over the dividend of EUR 1.60 paid for the previous year, will be submitted for approval to the Ordinary General Meeting on 25 April This dividend is equal to: EUR net per share EUR net per share with VVPR strip. The total distribution for the year amounts to EUR million, based on the number of shares entitled to dividend (138,300,053). Shareholding structure at 31 December 2005 (in %) 48.1% The net dividend will be payable from 26 April 2006, either by cheque or by bank transfer to registered shareholders, or in cash upon presentation of coupon nr 7 detached from bearer shares (and, where appropriate, of VVPR strips) at branches of approved Belgian banks and financial institutions, with the financial service being provided by ING Belgium. 48.0% Group Pargesa Treasury shares 3.9% Free float GBL on the Stock Exchange GBL shares are listed on Euronext Brussels and form part of the BEL 20 and Euronext 100 indices, which reflect the performance of the combined markets of Paris, Amsterdam, Brussels and Lisbon. The key stock liquidity indicators for the last five years are as follows: Volume traded (in EUR billion) Number of shares traded (in thousand) Average number of shares traded daily 43, ,092 35, ,780 30, ,991 34, ,948 46, ,625 Capital traded on the Stock Exchange (in %) Velocity on float (in %) Weight in the BEL 20 (in %) Ranking in the BEL Weight in the Euronext 100 (in %) Ranking in the Euronext GBL Shareholder information / 8

11 Figures per share in EUR Consolidated result IFRS (share of the group) (1) Cash earnings (2) Consolidated result for the period Dividends (1.79) Gross dividend Net dividend Net dividend with VVPR strip Payout ratio (in %) Dividend / cash earnings Dividend / consolidated result (79.3) 28.4 Share price At 31 December Maximum Minimum Yearly average Stock Exchange ratios (in %) Dividend / average share price Gross annual return (31.7) 19.1 Adjusted net assets At 31 December Number of shares at 31 December Issued 138,300, ,300, ,300, ,300, ,300,053 Basic (3) 132,761, ,069, ,257, ,891, ,174,003 Diluted 136,528, ,181, ,851, ,906, ,329,396 Treasury shares 5,382,726 6,134,556 6,313,032 5,647,376 5,310,143 (1) From 2001 onwards, in accordance with IFRS, the results per share are calculated on the basis of the number of basic shares (2) The definition of the cash earnings is mentioned on page 98 (3) The calculation of the number of basic shares is detailed on page 81, note 7.B. GBL share price and value of the BEL 20 and of the CAC 40 GBL cash earnings and gross dividend (in EUR) GBL share price (in EUR) Value of the BEL20 and of the CAC40 (in %) Value of the CAC 40 (31/12/2000 = 100%) Value of the BEL 20 (31/12/2000 = 100%) GBL share price Cash earnings Gross dividend GBL Shareholder information / 9

12 Financial report In order to comply with growing requirements for transparency, completeness and the comparability of financial information, GBL has anticipated the application of European regulations, and has been publishing its consolidated accounts in accordance with IFRS since Result for the year (IFRS) GBL registered a consolidated result of EUR 523 million (EUR 3.94 per share, basic) for the year ended 31 December 2005, compared to EUR 594 million (EUR 4.50 per share, basic) for Associated companies contributed EUR 304 million in 2005 compared to EUR 321 million the previous year. Bertelsmann and Imerys respectively contributed EUR 220 million and EUR 82 million. GBL s cash earnings, are essentially the results of dividends from its investments, they came to EUR 324 million, as against EUR 328 million in 2004, notwithstanding the markedly higher level of payout on the group s investments. This relative stability reflects the exceptional occurrence of the first advance payment on the Total dividend in Had it not been for the impact of the advance payment, which created a timing difference in GBL s cash earnings, the group would have registered an 11% increase in cash earnings. Bertelsmann paid for the last time the contractual dividend of EUR 120 million. The payout from Suez increased by 13% to EUR 58 million, while the Imerys dividend rose by 20% to EUR 25 million. Total s distribution for 2004 was 15% higher than the previous year s. Cash earnings for 2005 also felt the impact of appreciable trading income in the amount of EUR 19 million. Earnings on disposals (EUR 7 million) stemmed primarily from capital gains by PAI Europe III. The results of the period are detailed in the economic summary (page 56) and in the notes to the consolidated financial statements (page 70). Outlook GBL is a holding company with investments in a small number of companies, in which it plays the role of a professional shareholder. Currently, its investments are held in Suez, Total, Bertelsmann, Imerys and, more recently, Lafarge, in addition to various private equity holdings. Most of GBL s cash earnings generally occur during the first half of the year with the payment of dividends (for the previous year) by Suez, Total, Bertelsmann, Imerys and Lafarge, with the exception of the advance on the Total dividend, generally paid during the fourth quarter. The level of annual consolidated income also depends on earnings on disposals and impairments of noncurrent assets, as well as the evolution of the contribution from the associated companies Bertelsmann and Imerys. Evolution of adjusted net assets At 31 December 2005, GBL s adjusted net assets amounted to EUR 11,110 million (EUR per share), up from EUR 8,889 million (EUR per share) at 2004 yearend. This growth of some 25% (i.e. EUR 2,221 million) primarily reflects: an appreciable increase (+ 32%) in Total s share price; GBL s shareholding in Total did not change in 2005; GBL s additional investment in Suez in 2005, in the amount of EUR 440 million, associated with a strong share performance by Suez for 2005 (+ 34%); the evolution of Bertelsmann s shareholders equity (EUR million), creating a positive impact of EUR 205 million on GBL s adjusted net assets; the favourable influence of GBL s stock market performance (+ 38%) on its treasury shares; 2005 cash earnings (EUR 324 million), including EUR 314 million in net dividends received, less GBL s earnings distribution for 2004 (EUR 221 million). A detailed breakdown of the adjusted net assets is given on page 54 of this annual report. The evolution of the adjusted net assets over the years 2003 and 2004 is mentioned in the respective GBL s annual reports. Treasury shares The Ordinary General Meeting of 26 April 2005 renewed the authorisation given to the company s Board of Directors, for a period of 18 months, to buy a maximum of 13,830,005 of GBL s shares on the Stock Exchange, i.e. 10% of the share capital. The value of these acquisitions may not be more than 10% below the lowest stock price over the 12 months preceding the transaction, nor may they be more than 10% above the highest price of the previous 20 market quotations. This authorisation also covers buying by GBL s subsidiaries. The GBL General Meeting of 25 April 2006 will be asked to renew for a further 18 months the decision authorising the Board of Directors to buy the company s treasury shares, under the price conditions as described above. GBL Financial report / 10

13 As in the past, this authorisation is sought with a view to stabilising the share price, increasing share liquidity and covering financial transactions (exchangeable bonds, stock options, etc.). In 2005, GBL sold 751,830 of its shares for EUR 24.6 million (EUR a share) to beneficiaries of the 1999 stock option plan. The sale price corresponded to the price set in that year for the options and which is to be in effect for the duration of the plan, in accordance with the law of 26 March 1999 on the Belgian 1998 action plan for employment. The price criteria decided by the General Meeting on 26 April 2005 for the group s buying of its treasury shares do not apply to these transactions. Following these transactions, as of 31 December 2005 GBL group owned, via Sagerpar, 5,382,726 shares as treasury stock, or 3.9% of its share capital (with an accounting par value per share of EUR 4.05). The evolution of treasury stock holdings since 31 December 2003 is presented in the notes to the accounts on page 84. Charitable donations Our philosophy in respect of charitable donations remains consistent, focusing on contributions to three main sectors: charitable organisations scientific research culture. The Managing Directors meet regularly to review the many requests for funds and decisions are taken on a casebycase basis on the merits of each request. In 2005, a total of EUR 0.8 million was allocated to 66 beneficiaries. These included the Fonds CharlesAlbert Frère, the Fondation Louvain, the Cliniques Universitaires St Luc, the Tsunami Operation, the Fondation Roi Baudouin and the Fondation de l Université de Laval. Of these 5,382,726 GBL treasury shares, 5,000,000 are meant to cover the exchangeable bonds issued in April 2005 in the amount of EUR 435 million with a maturity date of end April The bond conversion price of EUR 87 included a 25.5% premium compared to the GBL share price at the time. The bond, oversubscribed fourfold at the time it was made available to institutional investors, is listed on the Luxembourg Stock Exchange. At 31 December 2005 its price stood at 114%. In accordance with IFRS rules, the treasury shares held by GBL group are entered as a deduction from shareholders equity. From 1 January 2006 until 8 March 2006, 96,875 GBL shares had been sold following the exercise of options by staff members. In parallel with the authorisation granted by the Extraordinary General Meeting referred to above, GBL s articles of association authorise the Board of Directors, until 27 April 2007, to buy or sell the company s shares when such transactions are necessary to prevent serious and imminent damage to the company. For this very specific purpose, the Board may act in the markets without being bound by the constraints set by the General Meeting. No shares were bought or sold in 2005 by virtue of this authorisation. GBL Financial report / 11

14 Corporate governance 1. Introduction GBL s corporate governance has followed regulatory developments. In that spirit, GBL decided in March 2005 to adopt the main principles and provisions of the Belgian Code on Corporate Governance (the Code ), which entered into force on 1 January 2005, with certain adaptations to reflect the specific aspects of a holding company, the presence in its capital of a controlling shareholder and its extremely limited staff. Last year, the annual report for 2004 contained a section devoted entirely to the firm s corporate governance practices for the year under review, although the Code does not impose the inclusion of such a chapter until 2006, i.e. in the annual report Board of Directors 2.1. Composition of the Board of Directors At the start of 2006, in accordance with the Code, GBL published its Corporate Governance Charter (the Charter ) on its website. This document aims to create an environment that is both effective and adapted to the company s particular nature, with a view to ensuring GBL s optimal functioning and consequently its optimal development. The Charter, which presents in detail the firm s governance structure and policies, is not incorporated into this brochure; however the full text may be consulted on the website (http://www.gbl.be) and is also available at GBL s registered office. This chapter describes the practical application of the corporate governance rules dictated by the Charter during the year ended 31 December 2005 and explains the derogations from some of the Code s provisions. Chairman, Managing Director Baron Frère ViceChairman, Director Paul Desmarais Managing Directors Gérald Frère Thierry de Rudder Directors Victor Delloye Paul Desmarais Jr Aimery LangloisMeurinne Michel PlessisBélair Gilles Samyn Amaury de Seze Arnaud Vial Independent Directors JeanLouis Beffa Count Maurice Lippens Baron Stéphenne Secretary General and Compliance Officer Ann Opsomer Current term of office Participation in Board Committees and in Executive Management Member of the Standing Committee (1) Chairman of Executive Management (CEO) Member of the Standing Committee Chairman of the Standing Committee Member of Executive Management Member of the Standing Committee Member of Executive Management Member of the Standing Committee Member of the Standing Committee, Audit Committee and the Nomination and Remuneration Committee Member of the Standing Committee, Audit Committee and the Nomination and Remuneration Committee Member of the Standing Committee and the Nomination and Remuneration Committee Chairman of the Audit Committee Chairman of the Nomination and Remuneration Committee Member of the Nomination and Remuneration Committee (1) Formerly referred to as the Executive Committee (cf. point 2.9.) Honorary Managing Directors Count JeanPierre de Launoit (1), Jacques Moulaert and Emile Quevrin (1) ViceChairman, Honorary Managing Director Honorary Directors Jacques de Bruyn, Count Baudouin du Chastel de la Howarderie, JacquesHenri Gougenheim, Baron Lambert, Count JeanJacques de Launoit, Philippe van der Plancke and Aldo Vastapane GBL Corporate governance / 12

15 The composition of GBL s Board of Directors reflects the company s controlling shareholding. Indeed, GBL is controlled by Pargesa Holding S.A., a company incorporated under Swiss law. Pargesa Holding S.A. is itself controlled by Parjointco N.V., incorporated under the laws of the Netherlands and owned 5050 by the FrèreBourgeois/ CNPNPM group and the Power Corporation of Canada group, under the terms of an agreement concluded by the two groups in The aim of that agreement was to establish and maintain parity between the shareholdings of the Power Corporation of Canada group and those of the FrèreBourgeois/CNPNPM group in Pargesa Holding S.A., GBL and their respective designated subsidiaries. The agreement was prolonged in 1996 and will expire in 2014 if not renewed (cf. point 12.2.). By virtue of that agreement, of the fourteen members of the GBL Board, nine are representatives of controlling shareholders, with four proposed by FrèreBourgeois/CNPNPM group (namely Albert Frère, Gérald Frère, Victor Delloye and Gilles Samyn), four by Power Corporation of Canada group (namely Paul Desmarais, Paul Desmarais Jr, Michel PlessisBélair and Arnaud Vial) and one by Pargesa Holding S.A. (Aimery LangloisMeurinne). This shareholding structure explains why the composition of the Board of Directors is a departure from the Code, which recommends a Board composition such that no individual Director or group of Directors may dominate decisionmaking. This controlling situation also justifies the presence of representatives of the controlling shareholder in the Audit Committee (two of the three members), the Standing Committee (six of the eight members) and the Nomination and Remuneration Committee (two of the five members). The company has, moreover, always carefully applied corporate governance recommendations in force, mindful of the importance of respecting the company s interests and those of all shareholders. It has in particular made sure that the Board of Directors always includes at least three independent Directors Statutory appointments The term of office of Thierry de Rudder expires at the conclusion of the Ordinary General Meeting on 25 April The shareholders will be asked at that meeting to renew the appointment for another threeyear period Curriculum vitae of Directors Albert Frère, born on 4 February 1926, in Fontainel Evêque, Belgium (Belgian nationality) After managing steel undertakings in the Charleroi region and marketing their products, Albert Frère founded Pargesa Holding S.A., jointly with other businessmen, in Geneva, in Pargesa Holding S.A. acquired interests in Groupe Bruxelles Lambert in Albert Frère has since held the posts of Managing Director, CEO and, since 1987, Chairman of the Board of Directors. Paul Desmarais, born on 4 January 1927 in Sudbury, Ontario, Canada (Canadian nationality) After earning a degree in business administration from the University of Ottawa (Canada), Paul Desmarais took over a bus company in Sudbury (Ontario) in In 1959, he founded Transportation Management Corporation Limited and went on to acquire Provincial Transport Limited in 1960 and effective control of Entreprises Gelco Limitée in In 1968, he acquired a controlling stake in Power Corporation of Canada, an international management and holding company. He served as its Chairman and Chief Management Officer from 1968 to Today, he chairs the firm s Executive Committee. Paul Desmarais has been a Director of Groupe Bruxelles Lambert since 1982 and is currently ViceChairman of the Board of Directors. Gérald Frère, born on 17 May 1951, in Charleroi, Belgium (Belgian nationality) After being educated in Switzerland, Gérald Frère joined the family company, FrèreBourgeois group (Belgium), where he took up the duties of Managing Director. He is also Chairman of the Board of Directors of Compagnie Nationale à Portefeuille S.A. (CNPNPM) and a Regent of the National Bank of Belgium. He was appointed to the Board of Directors of Groupe Bruxelles Lambert in In 1993, he was named Managing Director and has chaired the Standing Committee since that time. Thierry de Rudder, born on 3 September 1949, in Paris (French and Belgian nationality) Thierry de Rudder has degrees in mathematics from the University of Geneva and Free University of Brussels (ULB) and an MBA from Wharton School in Philadelphia. He began his career in the United States and joined Citibank in 1975, where he held various posts in New York and later in Europe. In 1986, he joined Groupe Bruxelles Lambert, becoming Managing Director in JeanLouis Beffa, born on 11 August 1941, in Nice (French nationality) After earning a degree in mining engineering from the Ecole polytechnique, JeanLouis Beffa went on to take degrees from the National College of Petroleum Engineering and the Political Science Institute in Paris. GBL Corporate governance / 13

16 He began his career as an engineer at the Ministry for Industry s Fuel Directorate, and then as Head of the Refining Service and Deputy Director. In 1974, he joined Compagnie de SaintGobain, of which he is ChairmanChief Executive Officer today. He has been a Director of Groupe Bruxelles Lambert since In 1986, he joined Power Corporation of Canada and Corporation Financière Power, where he is today ViceChairman of the Board and Head of Financial Services, and Executive ViceChairman and Head of Financial Services respectively. He has been a Director of Groupe Bruxelles Lambert since Victor Delloye, born on 27 September 1953 (Belgian nationality) Victor Delloye has a law degree from the Catholic University of Louvain (UCL) and is a graduate of the School of Business Studies (ICHEC). Since the academic year, he has been a lecturer at ULB s Solvay Business School in the master s programme in tax planning. He joined the FrèreBourgeois group in 1987 and was named Director General Secretary of CNPNPM in He became a Director of Groupe Bruxelles Lambert in Paul Desmarais Jr, born on 3 July 1954 in Sudbury, Ontario, Canada (Canadian nationality) Paul Desmarais Jr has a degree in business studies from McGill University in Montreal and an MBA from INSEAD in Fontainebleau. He began his career in England with S.G. Warburg & Co. Ltd., moving on to Standard Brands Incorporated in New York. In 1981, he joined Power Corporation of Canada, where he is now Chairman of the Board and co Chief Management Officer. He has been a Director of Groupe Bruxelles Lambert since Aimery LangloisMeurinne, born on 27 May 1943 (French nationality) Aimery LangloisMeurinne has a degree from the Ecole Nationale d Administration. He began his career at Paribas (France) and worked a number of years in New York (AG Becker Paribas and Merrill Lynch Capital Markets). He is DirectorGeneral Manager of Pargesa Holding S.A. He has been a Director of Groupe Bruxelles Lambert since Maurice Lippens, born on 9 May 1943 (Belgian nationality) Maurice Lippens has a doctorate in law from Free University of Brussels (ULB) and an MBA from Harvard Business School. He began his career in corporate turnarounds and in venture capital. He served successively as Director, Managing Director and Chairman Managing Director of AG group, which became Fortis in He served as Executive Chairman of Fortis until 2000 and has been a nonexecutive Chairman since that date. He was appointed a Director of Groupe Bruxelles Lambert in Michel PlessisBélair, born on 26 March 1942, in Montreal (Canadian nationality) Michel PlessisBélair holds a master s degree in business from the Montreal Business School and an MBA from Columbia University in New York. He is also a Fellow of the Order of Chartered Accountants of Quebec. He began his career with Samson, Bélair, moving on in 1975 to Société Générale de Financement du Québec where he held various management posts and also served as Director. Gilles Samyn, born on 2 January 1950, in Cannes (French and Belgian nationality) Gilles Samyn is a market development engineer, a graduate of the Solvay Business School (ULB), where he has held research and teaching posts since His career began with the Mouvement Coopératif Belge in 1972, after which Gilles Samyn moved on to Groupe Bruxelles Lambert in late After a year of selfemployment, in 1983 he joined the FrèreBourgeois group, where he is now Managing Director. He is also ViceChairman and Managing Director of CNPNPM. He has been a Director of Groupe Bruxelles Lambert since Amaury de Seze, born on 7 May 1946 (French nationality) Amaury de Seze has a degree from the Higher School of Business Administration ( Centre de Perfectionnement dans l Administration des Affaires ) and the Stanford Graduate School of Business. His career began at Bull General Electric. From 1978 to 1993, he was with Volvo group, where he was Chairman of Volvo Europe and member of the group s Executive Committee. In 1993, he joined Paribas group as a member of the Executive Board in charge of industrial affairs. Amaury de Seze is today ChairmanChief Executive Officer of PAI Partners. He is also a Director of Pargesa Holding S.A. and has been a Director of Groupe Bruxelles Lambert since Jean Stéphenne, born on 1 September 1949, in Furfooz, near Dinant, Belgium (Belgian nationality) Jean Stéphenne holds a degree in chemical engineering and agronomy from the Agronomy College of Gembloux, and a degree in management from Catholic University of Louvain (UCL). He began his career at SmithKlineRit, where he moved up the ranks to become ChairmanChief Executive Officer. He chaired UWE (Union Wallonne des Entreprises) from 1997 to He was named a Director of Groupe Bruxelles Lambert in Arnaud Vial, born on 3 January 1953 in Paris (French and Canadian nationality) After completing a degree programme at the Ecole supérieure d Electricité, Arnaud Vial began his career in 1977 at Banque Paribas (Paris). In 1988, he joined Pargesa group. In 1997, he was named First ViceChairman for Finance of Power Corporation of Canada and of Corporation Financière Power. He was appointed a Director of Groupe Bruxelles Lambert at the Ordinary General Meeting on 27 April GBL Corporate governance / 14

17 2.4. Identification of the Directors which the Board considers independent and explanation thereof The Ordinary General Meeting on 27 April 2004 recognised, for the first time, the independence within the meaning of Article 524 of the Company Code of Directors Maurice Lippens, Jean Stéphenne and JeanLouis Beffa, considering that they meet the criteria laid down by law. These three Directors also confirmed their independence based on the same criteria in their letters of 9 February 2004, 12 February 2004 and 3 March 2004 respectively Offices held by Directors in listed companies The following table shows the number of offices held as at 31 December 2005 by each of the Directors in listed companies, in Belgium and in other countries. Two figures are used for the number of offices. The first figure represents the total number of offices held; the second, smaller figure is obtained by consolidating the offices held in the same group as its representative in companies in which it holds shares. Because the independence of the Directors currently in office was confirmed by the General Meeting on the basis of the criteria laid down in Article 524 of the Company Code, the Charter uses those criteria to identify the independence of GBL Directors, rather than those established by the Code. The specific nature of a holding company is to own shares whose performance must be monitored by the company s managers. In this context, the Directors may legitimately hold more than five offices that constitute their main professional activities, which explains why the Charter departs from the Code s provision in this respect. GBL nevertheless intends to supplement the criteria currently laid down by the Charter with those set out by the Code upon the appointment of a new independent Director or the renewal of the term of office of the present independent Directors, i.e. in Offices held by Directors in listed companies Number of offices Listed companies Albert Frère 5 / 2 Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Métropole Télévision (F) Suez (F) L.V.M.H. (F) Paul Desmarais 4 / 1 Power Corporation du Canada (CDN) Corporation Financière Power (CDN) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Gérald Frère 6 / 3 Banque Nationale de Belgique (B) Corporation Financière Power (CDN) Compagnie Nationale à Portefeuille S.A. (B) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) RTL Group (L) Thierry de Rudder 5 / 2 Groupe Bruxelles Lambert (B) Imerys (F) Suez (F) Total S.A. (F) Compagnie Nationale à Portefeuille S.A. (1) (B) JeanLouis Beffa 3 / 3 Compagnie de SaintGobain (F) Gaz de France (F) Groupe Bruxelles Lambert (B) Victor Delloye 3 / 1 Compagnie Nationale à Portefeuille S.A. (B) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) (1) Directorship held for his own account GBL Corporate governance / 15

18 Number of offices Listed companies Paul Desmarais Jr 10 / 1 Power Corporation du Canada (CDN) Corporation Financière Power (CDN) GreatWest Life & Annuity Insurance Company (USA) GreatWest Lifeco Inc. (CDN) IGM Financial Inc. (CDN) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Imerys (F) Suez (F) Total S.A. (F) Aimery LangloisMeurinne 4 / 2 Eiffage (F) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Imerys (F) Maurice Lippens 4 / 4 Belgacom (B) Fortis (B) Groupe Bruxelles Lambert (B) Total S.A. (F) Michel PlessisBélair 6 / 1 Power Corporation du Canada (CDN) Corporation Financière Power (CDN) GreatWest Lifeco Inc. (CDN) Société Financière IGM (CDN) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Gilles Samyn 4 / 1 Compagnie Nationale à Portefeuille S.A. (B) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) RTL Group (L) Amaury de Seze 6 / 5 Carrefour S.A. (F) Eiffage (F) Power Corporation du Canada (CDN) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Publicis Groupe (F) Jean Stéphenne 3 / 3 Fortis Banque (B) Groupe Bruxelles Lambert (B) IBA (B) Arnaud Vial 1 / 1 Groupe Bruxelles Lambert (B) GBL Corporate governance / 16

19 2.6. Declarations by the Directors Groupe Bruxelles Lambert certifies that it has received from each of the company s Directors a declaration that may be summarised as follows: Offices held by Directors during the past five years in listed and unlisted companies Albert Frère Business address: Groupe Bruxelles Lambert Avenue Marnix 24, 1000 Brussels, Belgium Chairman of the Board of Directors of FrèreBourgeois S.A. (B), Financière de la Sambre (B), Erbe S.A. (B), PetroFina S.A.* (B) and Electrafina S.A.* (B); ViceChairman, Managing Director and Member of the Management Committee of Pargesa Holding S.A. (CH); (VicePresident*), Chairman of the Board of Supervisors of M6, Métropole Télévision (F); ViceChairman of the Board of Directors of Suez (F); Honorary President of the Chamber of Commerce and Industry of Charleroi (B); Honorary Regent of the National Bank of Belgium (B); Director of LVMH S.A. (F), Château Cheval Blanc (F), Fondation FRESERTH (B), Centre TSIRA A.S.B.L. (B) and Coparex International S.A.* (F); Member of the International Advisory Board of Power Corporation of Canada (CDN); Member of the International Committee of Assicurazioni Generali S.p.A. (I); Member of the Board of Directors of Université du Travail Paul Pastur (B); Member of the Strategy Planning Board of Université Libre de Bruxelles (B); ViceChairman of the Board of Directors of TotalFinaElf S.A.* (F); Auditor of Parjointco N.V.* (NL), Agesca Nederland N.V.* (NL) and Frère Bourgeois Holding B.V.* (NL). Paul Desmarais Business address: Power Corporation du Canada 751 Square Victoria, Montreal (Quebec), Canada H2Y 2J3 Director, Chairman of the Executive Committee, Chairman of the International Advisory Board of Power Corporation of Canada (CDN); Director, Member of the Executive Committee and Member of the Remuneration Committee of Corporation financière Power (CDN); Director of Gesca, Ltd (CDN), Les Journaux TransCanada (1996) Inc. (CDN) (formerly Les Publications J.T.C. Inc.), La Presse, Ltd (CDN), Corporation d Investissements en Technologies Power (formerly Diffusion Power Inc.) (CDN), Canada Life Capital Corporation Inc. (CDN), Barrick Power Gold Corporation of China Ltd. (HK), The GreatWest Life Assurance Company* (CDN), GreatWest Lifeco Inc.* (CDN), GWL&A Financial (Canada) Inc.* (CDN), GWL&A Financial (Nova Scotia) Co.* (CDN), Investors Group Inc.* (CDN), London Insurance Group Inc.* (CDN), London Life Insurance Company* (CDN), Electrafina S.A.* (B) and Total S.A.* (F); * Expired term of office Chairman of the Board of Directors and Director of P.C. Limited (Bermuda); Chairman of the Board of Directors, Director and Member of the Executive Committee of Pargesa Holding S.A. (CH); Chairman of the Board, Director and Chief Management Officer of Power Corporation International (CDN); Member of the International Advisory Board of Barrick Gold Corporation (CDN); Member of the Canadian Advisory Committee of The Carlyle Group* (USA); Director and Member of the Advisory Board of Telegraph Group Limited* (CDN); Chairman of the Board and Director of Power Asia Capital Limited* (Bermuda). Gérald Frère Business address: Groupe Bruxelles Lambert Avenue Marnix 24, 1000 Brussels, Belgium Chairman of the Board of Directors of Compagnie Nationale à Portefeuille S.A. (B), Diane S.A. (CH), Filux S.A. (L), Gesecalux S.A. (L), Loverfin S.A.* (B), Stichting Administratie Kantoor Bierlaire (NL) and TVI S.A. (B); ViceChairman of the Board of Directors of Pargesa Holding S.A. (CH); Chairman of the Board of Directors and Managing Director of Haras de la Bierlaire S.A. (B); Chairman of the Nomination and Remuneration Committee of Compagnie Nationale à Portefeuille S.A. (B); Managing Director of Financière de la Sambre S.A. (B) and Frère Bourgeois S.A. (B); Director of Axa Holding S.A.* (B), AXA Royale Belge S.A.* (B), CLTUFA S.A.* (L), Cobepa S.A.* (B), Corporation Financière Power (CDN), Electrafina S.A.* (B), Erbe S.A. (B), Fingen S.A. (B), Fomento de Construcciones y Contratas S.A.* (ES), Fonds Charles Albert Frère A.S.B.L. (formerly Fondation Charles Albert Frère A.S.B.L.) (B), Frabepar* (B), GIB* (B), Hexane* (B), PetroFina S.A.* (B), RTL Group (L), Société Générale de Belgique S.A.* (B), Stichting Administratie Kantoor FrèreBourgeois (NL) and SuezTractebel S.A. (B); Auditor of Agesca Nederland N.V. (NL), FrèreBourgeois Holding N.V. (NL), N.F. Associated B.V. (NL), Parjointco N.V. (NL); Regent of the National Bank of Belgium; Member of the Budget and Remuneration Committee of the Management of National Bank of Belgium; Member of the Remuneration Committee of Compagnie Nationale à Portefeuille S.A.* (B) and Corporation Financière Power (CDN); Member of the Remuneration Committee, Member of the Strategy Planning Committee and Member of the Board of Supervisors of Groupe Taittinger S.A.* (F); Member of the Board of Supervisors of the Financial Services Authority; Honorary French Consul; Manager of Agriger SPRL (B). GBL Corporate governance / 17

20 Thierry de Rudder Business address: Groupe Bruxelles Lambert Avenue Marnix, 24, 1000 Brussels, Belgium Paul Desmarais Jr Business address: Power Corporation du Canada 751 Square Victoria, Montreal (Quebec), Canada H2Y 2J3 Director of CLTUFA S.A.* (L), Compagnie Nationale à Portefeuille S.A. (B), Imerys (F), Lasmo* (GB), PetroFina S.A.* (B), Société Générale de Belgique S.A.* (B), Tractebel S.A.* (B), TotalFinaElf S.A.* (F), Rhodia* (F), SI Finance* (F), Suez (F) and Total S.A. (F); Managing Director of Electrafina S.A.* (B); Member of the Board of Supervisors of Imerys* (F). JeanLouis Beffa Business address: SaintGobain Les Miroirs, 18 avenue d Alsace, La Défense Cedex, France ChairmanChief Executive Officer of Compagnie de SaintGobain (F); ViceChairman of BNPParibas (F); Director of Gaz de France (F), SaintGobain Cristaleria S.A. (ES), Saint Gobain Corporation (USA); Permanent Representative of SaintGobain PAM (F); Chairman of the Management Committee of Claude Bernard Participations S.A.S. (F); Member of the Board of Supervisors of Le Monde S.A. (F), Société Editrice du Monde S.A. (F), Le Monde & Partenaires Associés SAS (F), F.R.R. (F) ; Chairman of the Board of Supervisors of Agence de l Innovation industrielle (F). Victor Delloye Business address: Compagnie Nationale à Portefeuille S.A. Rue de la Blanche Borne 12, 6280 Loverval, Belgium DirectorGeneral Secretary of Compagnie Nationale à Portefeuille S.A. (B), Compagnie Immobilière de Roumont S.A. (B), Carpar S.A. (B), Investor S.A. (B), Europart S.A. (B), Fibelpar S.A. (B) and SLP S.A.* (B); Director of Pargesa Holding S.A. (CH), FrèreBourgeois S.A. (B), Financière de la Sambre S.A. (B), Société des Quatre Chemins S.A. (B), Centre de Coordination de Charleroi S.A. (B), Stichting Administratiekantoor Bierlaire (NL), Erbe Finance S.A. (L), Filux S.A. (L), Kermadec S.A. (L), Gesecalux S.A. (L), Swifin S.A. (L), Cargefin S.A. (L), GBInnoBM S.A. (B), GIB Group International S.A. (L), SAFE RE (Immo) (L), Loverfin S.A.* (B), Saboma S.A.* (B) and Saboma S.A.* (B) as permanent representative of S.A. GIB Corporate Services; Liquidator of Loverfin S.A. (B); Auditor of Agesca Nederland N.V. (NL), FrèreBourgeois Holding B.V. (NL) and Parjointco N.V. (NL); Member of the Board of Supervisors and of the Accounts Committee of Groupe Taittinger S.A.* (F); Permanent Representative of Compagnie Nationale à Portefeuille S.A. (B); Director of GIB Corporate Services S.A. (B). Chairman of the Board and cochief Management Officer of Power Corporation of Canada (CDN); Chairman of the Executive Committee of Corporation Financière Power (CDN); Director, ViceChairman of the Board of Supervisors and Member of the Strategy Planning Committee of Imerys (F); Director of The Canada Life Assurance Company (CDN), Canada Life Financial Corporation (CDN), Electrafina S.A.* (B), Gesca Ltd. (CDN), GreatWest Life & Annuity Insurance Company (CDN), GreatWest Lifeco Inc. (CDN), GWL Properties Inc. (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Co. (CDN), First GreatWest Life & Annuity Insurance Co. (CDN), The GreatWest Life Assurance Company (CDN), Financière IGM Inc. (CDN), Investors Group Inc. (CDN), La Presse Ltd. (CDN), Les Journaux TransCanada (1996) Inc. (CDN), London Insurance Group Inc. (CDN), Parjointco N.V. (NL), PetroFina S.A.* (B), Power Communications Inc. (CDN), Power Financial Europe B.V. (NL), Rhodia* (F), Suez (F), Tractebel S.A.* (B) and Total S.A. (F); Director and Member of the Management Committee of London Life Insurance Company (CDN) and Mackenzie Inc. (CDN); Director and executive of Power Corporation International (CDN); Chairman of the Advisory Committee of Sagard Private Equity Partners (formerly Private Equity Partners Europe) (F). Aimery LangloisMeurinne Business address: Pargesa Holding S.A. 11 GrandRue, 1204 Geneva, Switzerland DirectorGeneral Manager of Pargesa Holding S.A. (CH); Director and Chairman of Pargesa Luxembourg S.A. (L), Pargesa Netherlands B.V. (NL); Chairman and Director of Imerys (F); Chairman and ViceChairman of the Investment Committee and of the Management Committee of Sagard Private Equity Partners (F) and PEP Management SAS* (F); Director of Eiffage (F), PAI Management (F), Pascal Investment Advisers S.A. (CH), Axis Capital Management* (GB), Corporation Financière Power* (CDN), Club Français du Livre* (F), Société Française Percier Gestion SFPG * (F), Rhodia* (F), Swatch Group* (F). GBL Corporate governance / 18 * Expired term of office

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