The board of directors of the Company is composed of 10 members. With the exception of the Managing Director (CEO), all directors are non-executive directors.
There are currently three independent directors within the meaning of article 526ter of the Belgian Company Code, the Belgian Corporate Governance Code and the articles of association of the Company: Mr. Bert De Graeve (as permanent representative of IDw Consult BVBA), Mrs. Christiane Franck and Mr. Jo Van Biesbroeck (as permanent representative of JoVB BVBA).
The above are considered independent directors since they all fulfill the independence criteria set out in the articles of association of the Company and in article 526ter of the Belgian Company Code.
As of the general shareholders' meeting of April 25, 2012, Mr. André Sarens is appointed as "observer" to the board of directors in accordance with section 26 of the articles of association of the Company.
Given the resignation of Mr Balan Nair as director and pursuant to section 18.4 of Telenet’s articles of association, the other directors have decided to co-opt Ms. Dana Strong as new director with immediate effect. The next general meeting of Telenet will decide on the definitive appointment of Ms. Dana Strong.
The directors are appointed for a period of maximum four years. In principle, the mandate of the directors terminates at the date of the annual general shareholders' meeting at which time their mandate expires. The directors can be re-appointed.
The general shareholders' meeting (resolving by ordinary majority) can dismiss directors at any time.
If a mandate of a director becomes vacant, the board of directors can fill the vacancy in accordance with section 18.4 of the articles of association and, subject to compliance with the rules of nomination as set out in the Corporate Governance Charter. At the next general shareholders' meeting, the shareholders shall resolve on the definitive appointment, in principle for the remaining term of the mandate of the director who is being replaced.
Pursuant to the Corporate Governance Charter and eExcept for exceptional, motivated cases, the mandate of directors shall terminate at the first annual shareholders` meeting after they have reached the age of 70.
Currently, the board of directors of the Company was is composed as follows:
Mr. Bart van Sprundel, Legal Manager Corporate of Telenet, acts as secretary of the board of directors and its committees.