The board of directors determines the values and strategy of the Company, supervises and monitors the organization and execution thereof, decides on the risk profile and key policies of the Company, decides on the executive management structure and determines the powers and duties entrusted to the executive management.
The board of directors has installed a number of committees to assist the board with the analysis of specific issues. These committees advise the board on the relevant topics, but the decision authority remains with the board of directors as a whole. In particular as part of the risk management and internal control framework, the board of directors has established an Audit Committee in accordance with the relevant legal requirements.
The board of directors of the Company is composed of 9 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: (i) IDw Consult BVBA (represented by its permanent representative Mr. Bert De Graeve ), (ii) Ms. Christiane Franck , and (iii) JoVB BVBA (represented by its permanent representative Mr. Jo Van Biesbroeck).
These directors (as well as their permanent representatives) 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.
The mandates of JoVB BVBA (represented by its permanent representative Mr. Jo Van Biesbroeck) and Mr. Manuel Kohnstamm expire at the annual shareholders' meeting of 2019. The mandate of Charles H. Bracken expires at the annual shareholders' meeting of 2020. The mandate of Mr. John Porter expires at the annual shareholders meeting of 2021. The mandates of IDw Consult BVBA (represented by its permanent representative Mr. Bert De Graeve), Ms. Christiane Franck, Ms. Severina Pascu and Ms. Amy Blair expire at the annual shareholders' meeting of 2022.
At the meeting of the board of directors of February 12, 2019, Mr. Diederik Karsten announced that he will resign as director of the Company with effect as of February 15, 2019.
Upon advice of the Remuneration & Nomination Committee, the board of directors will present the following proposals for approval to the general shareholders' meeting:
As of the general shareholders meeting of April 25, 2012, Mr. André Sarens has been appointed as "observer" to the board of directors.
The directors have been 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, subject to compliance with the rules of nomination. 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.
Except for exceptional, motivated cases, the mandate of the directors shall terminate at the first annual shareholders' meeting after they have reached the age of 70.
The board of directors of the Company is composed as follows:
1 Candidate director. Subject to approval by the General Shareholders’ Meeting of April 24, 2019
Mr. Bart van Sprundel, Director Legal Affairs at the Company, acts as secretary of the board of directors and its committees.