Board of directors

Board of directors

On December 31, 2019, the board of directors of the Company was 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 7:87§1 (previously article 526ter) of the Belgian Code of Companies and Associations, the Belgian Corporate Governance Code 2020 and the articles of association of the Company: (i) IDw Consult BV (represented by its permanent representative Mr. Bert De Graeve), (ii) Ms. Christiane Franck, and (iii) JoVB BV (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, the Belgian Corporate Governance Code 2020 and in article 7:87§1 (previously article 526ter) of the Belgian Code of Companies and Associations.

The mandate of Mr. Charles H. Bracken expires at the annual general shareholders' meeting of 2020. The mandate of Mr. John Porter expires at the annual general shareholders’ meeting of 2021. The mandates of IDw Consult BV (represented by its permanent representative Mr. Bert De Graeve), Ms. Christiane Franck, Ms. Severina Pascu and Ms. Amy Blair expire at the annual general shareholders' meeting of 2022. The mandates of JoVB BV (represented by its permanent representative Mr. Jo Van Biesbroeck),  Mr. Manuel Kohnstamm and Mr. Enrique Rodriguez expire at the annual general shareholders’ meeting of 2023.

At the meeting of the board of directors of February 12, 2019, Mr. Diederik Karsten announced that he would 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 proposal for approval to the annual general shareholders’ meeting of 2020:

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 then 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.

 

On December 31, 2019, the board of directors of the Company was composed as follows:

Name Function Nominated by

Bert De Graeve
(IDw Consult BVBA)

Director of companies

Independent Director-CM

Jo Van Biesbroeck
(JoVB BVBA)

Director of Companies

Independent Director

Christiane Franck

Director of Companies

Independent Director

John Porter

Chief Executive Officer & Managing Director Telenet

 

Charles H. Bracken

Executive Vice President & Chief Financial Officer of Liberty Global

Liberty Global Group

Enrique Rodriguez

Executive Vice President & Chief Technology Officer of Liberty Global

Liberty Global Group

Amy Blair

Senior Vice President & Chief People Officer of Liberty Global

Liberty Global Group

Manuel Kohnstamm

Senior Vice President & Chief Corporate Affairs Officer of Liberty Global

Liberty Global Group

Severina Pascu

Chief Financial Officer and Deputy Chief Executive Officer of Virgin Media

Liberty Global Group

CM: Chairman

Mr. Bart van Sprundel, Director Legal Affairs at the Company, acts as secretary of the board of directors and its committees.