Governance

Shareholder structure

Breakdown of the shareholders

*FtR: for the record. Given the excellent relationship developed with SOGEPA (Société wallonne de Gestion et de Participations - Walloon Management and Investment Agency) since CMI’s takeover in 2002, the shareholders wanted this entity to keep one share in CMI s.a. and one seat on the Board of Directors. As a result, SOGEPA continues to contribute to the Group’s decisions.

Piloting

The running of the CMI Group is carried out by decision-making bodies that follow the organisational logic of the Group. These exist at three levels: the Group, the Sectors and the operational units (BUs, Business Units).

Board of Directors

CMI’s Board of Directors comprises eight members, including one executive director and seven non-executive directors, chosen for their considerable strategic, industrial, financial, social and commercial experience. The term of office is fixed at three years. Without prejudice to its legal and statutory powers and those of the General Meeting, the Board of Directors is responsible, after it has received a proposal by the Group’s Executive Committee or its management and operational departments for setting out the Company’s strategic guidelines and the annual budget, ensuring the establishment of the appropriate structure and management needed to attain the objectives, taking decisions on long-term financing transactions, acquisitions and sales, monitoring the quality of day-to-day management and its conformity with the strategy chosen, monitoring the quality of the information communicated to the shareholders.

To perform its mission, the Board of Directors is assisted by:
- an Audit Committee
- a Remuneration Committee

An Executive Committee whose members may be invited to attend the meetings of the Board of Directors if the agenda contains significant points for which they are competent.

The Board of Directors meets at least four times a year. Critical transactions may require the convening of additional meetings. In 2006, the Board of Directors met six times, the Audit Committee met twice, and the Remuneration Committee met once. As regards the policy for appropriating net income, the Board of Directors intends to place priority on the financing of the Group’s industrial projects while ensuring a prudent distribution of dividends over an average economic cycle.

Composition of the board of Directors on 31 December

Audit Committee

- Chairman: P. Meyers
- Members: B. Serin and L. Froidmont

Remuneration Committee

- Chairman: B. Serin
- Members: P. Meyers and L. Froidmont

Executive Committee

The Executive Committee submits proposals to the Board of Directors on the strategy, development, monitoring and financing of the Group’s activities to ensure its profitable growth.
It takes operating decisions that are consistent with the strategic decisions made by the Board of Directors and defines the options that CMI’s representatives will defend in the administrative bodies of the subsidiaries. The Executive Committee ensures the optimisation of convergences between operating sectors in financial, human, technical and commercial terms. If necessary, it arbitrates. It embodies CMI’s values and spirit and ensures respect of the Corporate Identity. It represents the Group with its institutional partners.

Sectors Committees

The Group’s operational activities are combined in independent sectors. Each of them is led by a Sector Committee responsible for the Group’s profitable sustainable growth in its activity area, consistent with the strategies and policies determined by the Board of Directors and the Executive Committee. Accordingly, their mission is to ensure perfect coordination of the portfolio of the sector’s products and services, to encourage technical and operational synergies between the Business Poles and, if necessary, to arbitrate. All of the Business Poles are represented on the Sector Committee, alongside the support functions.

Business Poles Committees

The expansion of certain of the Group’s sectors has added an additional level to the pooling of operating activities by market niche, in accordance with a technological approach for engineering activities and a geographic approach for maintenance activities. This division led to the concept of Business Poles. These poles, which may include several companies or operating sites, are steered by Pole Committees responsible for the profitable and sustainable growth of their line of products or their services, consistent with the strategies and policies determined by the Sector Committee. In particular, they are responsible for ensuring the profitable performance of contracts, satisfaction of their clients, and the optimal development of the technical and human resources allocated to them. The Pole Committees organise the implementation of the operational decisions taken by the Sector Committee in their scope of activities. Beside this hierarchical breakdown of management, coordination sites have been created in each support function to ensure the Group’s interlinking and the cross-disciplinary cohesion of the actions undertaken at the various levels.