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Corporate Governance

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Corporate Governance Corporate Governance CORPORATE GOVERNANCE STATEMENT Groupe Bruxelles Lambert (“GBL” or the “Company”) complies with all corporate governance regulations. In this context, it complies in particular with the provisions of the 2020 Belgian Corporate Governance Code (the “2020 Code”). The standards of conduct for members of GBL’s Board of Directors and specialised Committees, as well as the rules governing the functioning of these bodies, are laid out in the Corporate Governance Charter (the “Charter”). This document also includes the Dealing Code, which defines the rules applicable to transactions in GBL securities. The Charter was published for the first time at the end of 2005. Since then, the Board of Directors has ensured that this document reflects the various legal developments in the field of corporate governance, including the 2020 Code. The updated document is available on the Company’s website (www.gbl.be). This Corporate Governance Statement describes the composition and functioning of GBL’s administrative bodies and their Committees. It comments on the practical application of GBL’s governance rules during the financial year ended December 31, 2020 and the period between the end of this financial year and the Board of Directors meeting on March 11, 2021. Furthermore, it lists the Company’s deviations from certain provisions of the 2020 Code and explains the reasons behind them. It also includes the remuneration policy and the remuneration report. Lastly, it reflects the principal characteristics of the Company’s internal control and risk management systems. 218 GBL – Annual Report 2020 218 Corporate Governance Statement 220 Board of Directors 233 Board Committees 236 Remuneration of corporate officers 239 Auditing of the financial statements 240 Staff and organisation 243 Risk management and internal control 244 Policy on conflicts of interest 245 Policy relating to transactions in GBL securities 246 Shareholders 249 Other information relating to the Company 251 Mandates held by the Directors between 2016 and 2020 GBL – Annual Report 2020 219 1. Board of Directors 1.1. Composition as at December 31, 2020 Nomination, Remuneration and End date of Governance Start date of mandate current mandate Standing Committee Audit Committee Committee CHAIRMAN OF THE BOARD OF DIRECTORS Paul Desmarais, Jr. 1990 2023 Member - - VICE-CHAIRMAN, DIRECTOR Baron Frère (Gérald) 1982 2023 Chairman - - CEO Ian Gallienne 2009 2024 Member - - DIRECTORS Victor Delloye 1999 2021 Member - - Paul Desmarais III 2014 2022 Member - - Baron Cedric Frère 2015 2023 Member - - Ségolène Gallienne 2015 2023 Member - - Claude Généreux 2019 2021 Member - - Gérard Lamarche 2011 2021 Member - - Xavier Le Clef 2019 2023 Member Member Member Jocelyn Lefebvre 2017 2021 Member Member - Amaury de Seze 1994 2021 Vice-Chairman - Chairman INDEPENDENT DIRECTORS Countess Antoinette d’Aspremont Lynden 2011 2023 - Chairwoman - Laurence Danon Arnaud 2017 2021 - - Member Marie Polet 2015 2023 - Member Member Agnès Touraine 2018 2021 - - Member Martine Verluyten 2013 2021 - Member - HONORARY CHAIRMAN HONORARY MANAGING DIRECTORS HONORARY DIRECTORS Baron Frère (Albert) † Jacques Moulaert † and Emile Quevrin Count Baudouin du Chastel de la Howarderie †, Jacques-Henri Gougenheim, Count Jean-Jacques de Launoit and Aldo Vastapane 1.1.1. Composition of the Board of Directors This control situation also justifies the presence, as at December 31, 2020, The composition of GBL’s Board of Directors reflects the of representatives proposed by the controlling shareholder, controlling shareholding of the Company. GBL is controlled by Parjointco Switzerland S.A., on the Standing Committee (ten members Parjointco Switzerland S.A., a company under Swiss law, itself out of twelve), the Audit Committee (two members out of five) and the controlled by Parjointco S.A., a company under Belgian law controlled Nomination, Remuneration and Governance Committee (two members jointly by the Frère and Power Corporation of Canada groups, under out of five). an agreement signed by the two groups in 1990. It is also in this context that GBL has developed a diversity policy for its This agreement aims to establish and maintain equal control Board of Directors in accordance with the Law of September 3, 2017 on between the Power Corporation of Canada group and the Frère group the disclosure of non-financial information and diversity information by in Parjointco Switzerland S.A., GBL and their respective designated certain companies and groups (for more details, see ESG section on subsidiaries. It was extended on 16 December 2012 and shall expire pages 94 to 121 of this annual report). The Company also ensures the in 2029 if not renewed. presence and contribution of independent Directors of a sufficient number and quality, thereby ensuring that the interests of all the As at December 31, 2020, out of a total of seventeen members, Company’s shareholders are respected. GBL’s Board includes ten representatives proposed by the controlling shareholder, Parjointco Switzerland S.A. The shareholding structure It has also gradually increased the number of women on its Board explains the composition of the Board of Directors. It departs from and Committees, in accordance with the Law of July 28, 2011, which Article 3.7 of the 2020 Code, which recommends a Board composition aims to guarantee the presence of women on the Board of Directors such that no individual Director or group of Directors is able to control of listed companies. decision-making. GBL’s Board of Directors has five independent Directors and six female Directors out of a total of seventeen members. 220 GBL – Annual Report 2020 Board of Directors Composition 1 Average length CEO of mandates Average age 16 17 10.1 58.9 Non-executive Members 5 years Independent Percentage of men and women Age distribution > 65 years < 50 years 65% 17 35% 47% 17 24% Men Members Women Members 50 - 65 years 29% Length of mandate / Experience / Amount of Directors Amount of Directors Business management 11 International experience 10 Finance 9 Consultancy 6 7 Industry 6 Digital 6 5 5 ESG 4 Audit/legal 3 Public sector 2 < 5 5 - 10 > 10 years years years GBL – Annual Report 2020 221 1.1.2. Appointments proposed to the 2021 Ordinary 1.2. Information on the Directors (1) General Meeting 1.2.1. Main activity and other offices held by members of the Board The mandate of several Directors expires at the end of the of Directors Ordinary General Meeting of April 27, 2021. The full list of offices held by members of the Board of Directors during Laurence Danon Arnaud, Victor Delloye and Martine Verluyten the last five years can be found on page 251 of this report. The list of did not request renewal of their mandate. offices held in listed companies during the 2020 financial year is in point 1.2.4. Furthermore, Gérard Lamarche expressed his wish to end his mandate as a Director at the end of the 2021 Ordinary General Meeting and Amaury de Seze has reached the age limit. Paul Desmarais, Jr. The Ordinary General Meeting is therefore asked to reappoint Chairman of the Board of Claude Généreux, Jocelyn Lefebvre and Agnès Touraine as Directors Directors for a period of four years, i.e. until the end of the 2025 General Meeting called to approve the accounts for the 2024 financial year. The General Meeting is also invited to appoint Jacques Veyrat as Director. AGE 66 (born on July 3, 1954 in Sudbury, Ontario, Canada) Jacques Veyrat NATIONALITY Canadian EDUCATION & EXPERIENCE - Paul Desmarais, Jr. has a degree in business from McGill University in Montreal and an MBA from INSEAD in Fontainebleau. - He joined Power Corporation of Canada in 1981 and took up the position of Vice-President the following year. - In 1984, he guided the creation of the Power Financial Corporation to consolidate, under the same banner, the main financial holdings of Power. - Paul Desmarais, Jr. served as Vice-President of Power Financial Corporation from 1984 to 1986; President and Chief Operating Officer from 1986 to 1989; Executive Vice-Chairman of the Born on November 4, 1962 in Chambéry, France, of French Board from 1989 to 1990; Executive Chairman of the Board nationality. from 1990 to 2005; Chairman of the Executive Committee from 2006 to 2008; Executive Co-Chairman of the Board from Jacques Veyrat has a degree from the Ecole Polytechnique and is 2008 to 2020; and has been Chairman of the Board since a member of the Corps des Ponts et Chaussées. He began his 2020. career at the Ministry of Finance (Treasury Department) from - He also served as Vice-President of the Board of Power 1989 to 1993, then in the Office of the Minister of Equipment Corporation from 1991 to 1996. He was Co-Chief Executive from 1993 to 1995. He was then appointed CEO of Louis Dreyfus Officer of Power Corporation from 1996 to 2020 and has been Armateurs. In 1998, he founded Louis Dreyfus Communications, Chairman of the Board of Power Corporation since 1996. which became Neuf Cegetel. From 2008 to 2011, he was Chairman of the Louis Dreyfus Group. In 2011, he founded - He has been a Director of Groupe Bruxelles Lambert Impala, a leading shareholder holding company of around twenty since 1990. companies operating in the energy sector with Direct Energie and Neoen. He is a Director of Iliad, Nexity and FNAC-Darty. NUMBER OF GBL SHARES HELD AS AT DECEMBER 31, 2020 350 Finally, subject to approval of their appointment, the General Meeting is asked to recognise the independence of Agnès Touraine and Jacques Veyrat. To qualify as independent, a Director must, in accordance with the Charter, comply with Article 7:87 of the Belgian Code on companies and associations and Article 3.5 of the 2020 Code. The Board of Directors is of the opinion that, in the light of the criteria of the Code on companies and associations and the 2020 Code, Agnès Touraine and Jacques Veyrat qualify as independent.
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