5. RESULTADOS
5.3. Análisis estadístico
5.3.5. Correlación entre la PLS I y alteraciones
Corporate governance is a set of rules and behaviours according to which compa- nies are managed and controlled.
• Belgian Corporate Governance Code – www.corporategovernancecommittee.be • NPM/CNP’s Corporate Governance Charter available on www.npm-cnp.be
Responsible editor:
Roland BORRES, Chief Financial Officer c/o NPM/CNP
Rue de la Blanche Borne, 12 6280 Gerpinnes (Loverval) – Belgium Design-realisation: www.concerto.be Printer: Imprimerie DEREUME Copyright:
Page 7 of the business report and and 84 of the financial and legal report: Nicolas Giudice
GRUPPO BANCA LEONARDO: © Michael Balderas AFFICHAGE HOLDING: © Bruno Eberli
FIDENTIA: © Architectes Assar – picture library bureau Detrois GROUPE FLO : © Denis Darzacq
TOTAL: © Total picture library
IBERDROLA: © Iberdrola picture library M6: © Géraldine Brunel
LAFARGE: © DR Lafarge picture library IMERYS: © Dominique Décuivre GDF SUEZ: © P. Dureuil
PERNOD RICARD: © Simon Bradley
SUEZ ENVIRONNEMENT: © T. Duvuvier/Trilogi’c
NPM/CNP : © Samyn & Partners / picture: © Ch. Bastin and J. Evrard Version française disponible sur demande.
Nederlandse versie op aanvraag.
Assets shown
at market price Assets shownat book value
controlling percentage
EUR … mio (share in the adjusted net assets
of NPM/CNP)
(1) Based upon the latest notifications of significant shareholdings received as at 31 December 2009 (please refer to pages 93 and 94 of the financial and legal report). (2) In principle, 2.99% of the capital intended to cover stock option plans (as at 31 December 2009).
NPM/CNP is the listed entity of the Group commonly known as the “Groupe de Charleroi”. Controlled by Mr Albert FRÈRE, it consists of three levels:
FRÈRE-BOURGEOIS, the parent compa- ny, whose capital is owned indirectly by the FRÈRE family;
ERBE,the partnership with BNP PARIBAS (see page 80 of the financial and legal report);
and NPM/CNP, the interface with major institutional investors and the market.
Apart from its direct investment activi- ties, the NPM/CNP Group also pursues an investment activity through PARJOINTCO / PARGESA / GBL and the companies within their Group.
PARJOINTCO, set up in 1990, was used by the Group to unite its participation in PARGESA with that of POWER CORPORATION DU CANADA, a Group controlled by Mr Paul DESMARAIS Sr. and his family.
This alliance is governed by an agreement binding the partners until 2014.
This covers PARGESA, its subsidiaries and its strategic interests.
PARJOINTCO Power Corporation AGESCA NEDERLAND 50% 50% GBL 89,5% 10,5% joint control joint control 54,1%
indirect shareholdings direct shareholdings
FRÈRE-BOURGEOIS
BNP PARIBAS
ERBE Other shareholders
NPM/CNP 20,8% (1) 46,5% (1) 28,3% 53% 47% 4,4% (2) 50,0% 3,8% PARGESA
Group Structure and Shareholders
as at 31 December 2009
Group assets as at 31 december 2009This organisation chart is regularly updated on the NPM/CNP website (www.npm-cnp.be).
Groupe Flo
EUR 33 mio
Treasury and bank deposits
EUR 2 282 mio Own shares EUR 125 mio Other assets EUR 17 mio Trasys EUR 14 mio Distripar/BSS EUR 66 mio Distriplus (PLANET PARFUM/DI/CLUB) Tikehau EUR 25 mio Total EUR 1 479 mio 1,4 % Gruppo Banca Leonardo
EUR 165 mio Affichage Holding EUR 56 mio Eiffage EUR 50 mio Tikehau Funds EUR 47 mio M6 EUR 165 mio Iberdrola EUR 209 mio Lafarge EUR 422 mio Imerys EUR 318 mio Other assets EUR 11 mio Treasury EUR 90 mio (1) 100%-controlled.
(2) Through an 80% subsidiary (NPM/CNP’s economic percentage : 40%).
(3) GO INVEST, jointly controlled with GROUPE ARNAULT, owns 62% of LYPARIS/GO VOYAGES (NPM/CNP’s economic percentage: 31%).
(4) TRASYS GROUP, 82% held by GIB, owns 100% of TRASYS; (NPM/CNP’s economic percent- age: 41%).
(5) FINANCIÈRE FLO, 66% controlled by GIB, owns 71.7% of GROUPE FLO (NPM/CNP’s economic percentage: 23.7%).
(6) NPM/CNP controls 50% of TIKEHAU CAPITAL ADVISORS (NPM/CNP’s economic percentage: 47.5%) and owns 17.3% of the investment company, TIKEHAU CAPITAL PARTNERS (NPM/ CNP’s economic percentage : 25%).
(7) 5% voting rights (statutory limitation).
(8) NPM/CNP controls 50% of FIDENTIA REAL ESTATE INVESTMENTS and owns 67.8% of FIDENTIA GREEN BUILDINGS.
Total EUR 512 mio GDF SUEZ EUR 430 mio Pernod Ricard EUR 175 mio Suez Environnement EUR 68 mio Iberdrola EUR 26 mio Total assets EUR 7 441 mio
NPM/CNP
Long-term debtEUR 1 874 mio Adjusted net assetsEUR 5 567 mio
Total assets EUR 2 069 mio
Groupe PARGESA/GBL Long-term debt
EUR 293 mio
Adjusted net assets EUR 1 776 mio DIRECT INVESTMENTS INDIRECT INVESTMENTS OTHER ASSETS CONSOLIDATED OR EQUITY-ACCOUNTED SHAREHOLDINGS Total assets
EUR 5 372 mio Long-term debtEUR 1 581 mio Adjusted net assetsEUR 3 791 mio
Assets held in joint-venture GROUPE ARNAULT Assets held in joint-venture ACKERMANS & van HAAREN Assets held in joint-venture TIKEHAU
50 %(4) 80 %(1)
35,8 %(5) 100 %
Belgian Icecream Group
EUR 20 mio 100 % 50 %(6) 25,3 %(7) 1,4 % 7,1 % 0,6 % – – – = = = 50 %
Transcor Astra Group
EUR 391 mio Other assets EUR 72 mio Cheval Blanc EUR 67 mio Unifem/Entremont Alliance EUR 30 mio Fidentia EUR 40 mio Lyparis/Go Voyages EUR 36 mio 50 %(2) 50 %(3) 64,2 % 50 %(8) 5,2 % 4,0 % 9,1 % 7,1 % 0,6 % 21,1 % 56,8 % 19,5 % STICHTING A.K. FRÈRE-BOURGEOIS
(NETHERLANDS) Mr ALBERT FRÈRE CHAIRMAN OF THE RAAD VAN BESTUUR
Glossary
Restricted consolidation
As a supplement to the consolidated accounts, since 1990, NPM/CNP has been publishing a restricted consolidation analysis; this is based on Belgian account- ing principles and is presented as the Group share; the consolidation perimeter is limited and does not include either PARGESA or the industrial or commercial companies in which NPM/CNP has a shareholding, even if it is a controlling one. Based mainly on cash flow elements, it allows shareholders and analysts to see, on a comparable basis, the development of the profits generated by the group, as a holding company, from its portfolio of activities, independently of the equity- accounting or consolidation of one shareholding or another.
The shareholdings contribute to the profits in an amount equal to the dividends paid to the NPM/CNP Group.
Consolidated
Perimeter within which, unlike restricted consolidation, the PARGESA Group and the industrial or commercial shareholdings are consolidated, globally in the case of control (TRANSCOR ASTRA GROUP, DISTRIPAR, UNIFEM / ENTREMONT ALLIANCE - held for sale in 2009 - and BELGIAN ICECREAM GROUP) and propor- tionally in the case of joint control (PARGESA, GBL, IMERYS and their subsidiaries, TRASYS, GROUPE FLO, GO VOYAGES, CHEVAL BLANC), or are equity accounted in the case of significant influence (LAFARGE, GRUPPO BANCA LEONARDO, AFFICHAGE HOLDING, FIDENTIA, TIKEHAU,…). The consolidated accounts are prepared according to IFRS norms.
Valuation basis
The valuation basis, in which, all shareholdings held are accounted for accord- ing to a “pro forma” equity method, gives a profit vision of the entire NPM/CNP portfolio.
I.F.R.S. (International Financial Reporting Standards)
Accounting standards applied to NPM/CNP Group’s consolidated accounts since 2004.
Operating profit
Portion of the net profit (Group share) resulting from an economic analysis, exclud- ing the capital profit.
Profit on capital operations
Portion of the net profit (Group share) resulting from an economic analysis that includes the capital gains or losses and impairments on shareholdings and activi- ties or operations of a particular kind.
Adjusted net assets per share
Net book assets per share adjusted according to the principles described on page 20. This is in no way a valuation of NPM/CNP’s shares (“fair value”), but a basis for evaluation in which only the listed assets are revalued at their market value; it is therefore up to the analyst to estimate the value of NPM/CNP’s shares on this basis, by replacing the book value of the unlisted assets with the value that he intends to assign to them.
Total Performance for Shareholders
Cumulated annual internal rate of return realised both in the form of a dividend and an appreciation of the adjusted net assets or of the stock market price.
Non diluted earnings per share
Earnings per share excluding the potential effect of the exercise of the stock option plans.
Fully diluted earnings per share
Earnings per share taking into account outstanding stock options.
Corporate Governance
Corporate governance is a set of rules and behaviours according to which compa- nies are managed and controlled.
• Belgian Corporate Governance Code – www.corporategovernancecommittee.be • NPM/CNP’s Corporate Governance Charter available on www.npm-cnp.be
GLOSSARY
COMPAGNIE NATIONALE À PORTEFEUILLE S.A. NATIONALE PORTEFEUILLEMAATSCHAPPIJ N.V.
Rue de la Blanche Borne, 12 – 6280 Gerpinnes (Loverval) – Belgium Registered under number 0404.676.971 - RPM Charleroi
Phone: +32.71.60.60.60 – Fax: +32.71.60.60.70 Website: www.npm-cnp.be Busines s Report 2009
Business report 2009
Management philosophy
The simple, organisational and temporal strategy rests on a set of processes and projects, based on plans that are interwoven tightly enough to capture the scenario that corresponds to the reality of the moment and seize any opportunity that may occur. This organisation by project is implemented by a multi- disciplinary team whose manager, the managing director, is responsible for its orientation, coherence, coordination and emulation, while favouring individual entrepreneurship. This value management is process-oriented and is applied by the holding’s small, unified management team both to the structures themselves and to the shareholdings that they hold.
NPM/CNP intends to limit its role to performing the basic roles making up its activity as a professional shareholder:
• Strategic decisions and orientations, including asset arbi- trage, investments and disinvestments;
• Selecting and motivating of managers;
• Financial engineering and the management of financing sources (optimisation of the weighted average cost of capi- tal).
This professional shareholder activity is exercised with a decreasing intensity according to whether the shareholdings: • are within the consolidation perimeter (consolidated, propor-
tionally consolidated or equity-accounted shareholdings); • are outside the consolidation perimeter.
Positioned as a value, volatility and risk manager, NPM/CNP tries to effectively collaborate with the management of the companies in which it has a shareholding, in order to better tackle these various aspects; this dialogue involves periodic reporting focused on the monitoring of key indicators, allowing the shareholder to follow the development of business, assess its risks and opportunities, and, with the support of a strategic monitoring process, manage the timing of major decisions. The shareholder’s role is therefore different from that of the manager, who is responsible for day-to-day management and accordingly has a great deal of independence to ensure the flexibility and speed of his actions. As trust does not exclude control, NPM/CNP’s representatives reconcile the roles of supporting the management and acting as its counterbalance, within the framework of a reciprocally assumed Corporate Governance.