Rosier fertiliser – fertilizer – fertigation

• ROSIER Key figures
• Financial reports
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• Share and shareholders
  • ROSIER on the stock market
  • General Meeting
  • Financial calendar
  • Request for byelaws and/or information
• Corporate governance
  • Corporate governance charter
• Déclaration de participation : (loi du 1er avril 2007 - Communication Art. 74 § 7)

Corporate Governance

The Company adheres to the Belgian Corporate Governance Code ("Lippens" Code).

The Company corporate governance structure is based upon the Board of Directors and the Managing Director.

The following elements specify how the Company is governed :

1. Composition of the Board of Directors

The number and appointment of Board of Director members are governed by Article 15 of the bylaws, as follows:

"The Company is managed by a Board of at least seven members, associated or not, including at least three who must be independent in accordance with Article 524 of the Copany Law. The Directors are appointed and removed by the general meeting that sets their number. The term of office of the Directors may not exceed four years. Directors retiring are eligible for reappointment".

At 31 december 2007, the Board of Directors comprised 8 members, including 3 non-executive Directors, 1 executive Director and 3 independent Directors.

The Directors' independence assessment criteria used are those specified by Article 524 of the Company Law and by the Belgian Corporate Governance Code.

On 31 December 2007, Board members were as follows :

• Mr Daniel GRASSET
  Chairman of the Board of Directors
  General Manager of GPN
  Term of office expires: June 2010
• Ms Françoise LEROY
  Director
  Secretary General and Financial Director of TOTAL chemical operations
  Term of office expires: June 2010
• Mr Nicolas DAVID
  Director
  Retired, former legal Director
  Term of office expires: June 2009
• Mr Daniel RICHIR
  Managing Director
  Term of office expires: June 2009
• Mr Philippe SCHMITZ
  Director
  Retired, former Director of Human Ressources
  Term of office expires: June 2009
• Mr Robert-J.F. SEMOULIN
  Director
  Gynaecologist
  Term of office expires: June 2010
• Mr Eric VARDON
  Director
  Administrative and Financial Director of GPN
  Term of office expires: June 2009
• Mr Laurent VERHELST
  Director
  Financial Management department of Stanley Europe B.V.B.A.
  Term of office expires: June 2010

Mr Daniel RICHIR is the sole executive Director. He is in charge of the day-to-day operations of the Company.

Ms Françoise Leroy, Mr Daniel Grasset and Mr Eric Vardon, all three non-executive Directors, belong to the majority group (Total Group).

Messrs Nicolas David, Philippe Schmitz, Robert-J.F. Semoulin and Laurent Verhelst are independent Directors.

By internal regulation, the age limit is set at 70 for all Directors.

2. Functioning of the Board of Directors

The Board of Directors meets in principle 4 times annually, and as often as deemed to be in the Company's best interests.

Article 17 of the bylaws defines its competence as:

"The Board of Directors has the power to carry out everything required to the achievement of the Company's objects, with the exception of that reserved to general meeting by the Bylaws".

The Board of Directors notably appoints and sets the powers of the Managing Director, approves the annual accounts and the management report, calls the general meetings and decides on the proposals to be submitted thereto.

The Board of Directors defines the corporate strategic plan, and approves the investment programme as well as the annual budgets. A report is given of all financial, commercial and general matters of interest to the Company, at every meeting.

In 2007, the Board of Directors met 4 times. In addition to considering general business subjects, the Board specifically considered the following:

• The approval of the accounts at 31 December 2006, the approval of the text of the press release for the results at 31 December 2006 and the proposed profit allocation to be submitted to the Annual General Meeting.
• Setting the agenda for the General Meeting of 21 June 2007.  
• Consideration of the results at 30 june 2007 and approval of the text of the coresponding press release .
• The investments and divestments in 2007.
• Consideration of the medium-term plan and approval of the budget for 2008.

The Board of Directors also gave its unanimous approval in writing regarding the text of the press release on the 2007 interim results ; this decision was taken unanimously before the publication date of 3 August 2007.

The attendance rate at Board of Directors' meetings in 2007 was 94%.

3. Directors' remuneration

Article 20 of the bylaws states that :

"the Directors shall carry out their duties free of charge, with the exception of independent Directors".

"The remuneration of the Independent Directors consists of attendance fees or Directors' fees or a fixed remuneration or any other formula, according to the terms up to the amount set by the Annual General Meeting."

• Directors representing the TOTAL Group are employed by this group and do not receive any remuneration from the Company.
• Within the limit provided by the transition measure taken by the Extraordinary General Meeting of 1 June 2006 and on the proposal of the Appointment and Remuneration Committee, the Board of Directors granted attendance fees of € 1,000 per Director and per attendance at Board meetings.
• The Managing Director does not receive any remuneration as a Director, but is remunerated by Rosier SA in respect of his position as Managing Director of the Company.

4. Board of Directors Committees

Article 18ii of Company bylaws specifies that :

"The Board of Directors may set up an Audit Committee, an Appointment Committee and a remuneration Committee.  The Appointment Committee and the Remuneration Committee may be combined." 

"The Board of Directors may set up one or more consultative committees whose members may be drawn from within the board and where it determines the mission and composition."

a. The Appointment and Remuneration Committee :

The Appointment and Remuneration Committee currently comprises 3 members, including a majority complying with independent Director criteria : Daniel Grasset (Chairman), Robert-J.F. Semoulin and Philippe Schmitz.

This committee is responsible for the identification of potential Directors, in accordance with the criteria approved by the Board ; it assists the Board in fulfilling its functions relating to the remuneration of the Company's Board of Directors members and executive management.

Pursuant to its Internal Code, the committee met once in 2007 to meetings called by its Chairman.

b. The Audit Committee :

The Audit Committee currently comprises 3 members, including a majority complying with independent Director criteria : Nicolas David, Eric Vardon (Chairman) and Laurent Verhelst.

The Committee assists the Board in verifying the faithfulness of the Company's financial statements, the Company's compliance with legal and regulatory financial and accounting obligations, the expertise and independence of the Statutory Auditor and of the execution of the Company's internal audit and Statutory Auditor's functions.

Pursuant to its Internal Code, the Committee met twice in 2007 to meetings called by its Chairman

5. Profit allocation policy

There is no defined profit allocation policy. However, dividends paid out every year since the original public offering in 1986 take into account the Company's profits, financial situation and prospects.

6. Relationship with the majority shareholder (TOTAL group)

All transactions between the Company and the companies in the TOTAL group, relating to current trading, are carried out on normal market terms.

These mainly consist of commercial relationships with the GPN Group.