The Directors recognise the importance of sound corporate governance. As a company incorporated in the European Union, the shares of which are admitted to trading on the regulated market of Euronext Brussels, the Directors are aware that the Company should at least apply the corporate governance code applicable in the member state of its registered office or of its listing and that it has the freedom to choose which of the two potentially applicable codes it wishes to apply if the codes are different.
Since the 2009 Belgian Code on Corporate Governance, dated 12 March 2009, applies to Belgian companies admitted to trading on a regulated market, the Board has resolved not to apply the Belgian Code on Corporate Governance but to apply the UK Corporate Governance Code (the “Code”) as it was deemed more appropriate, in view of the fact that the Company was incorporated in England and Wales.
The Board comprises eight members, including two Executive Directors, five Non-Executive Directors and the Non-Executive Chairman.
As envisaged by the Code, the Board has established three committees: Audit, Remuneration and Nomination Committees, each with written terms of reference. If the need should arise, the Board may set up additional committees as appropriate.
The Audit Committee has responsibility for, among other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will normally meet at least three times a year at the appropriate times in the reporting and audit cycle.
The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements of any quorum for and the right to attend meetings. The responsibilities of the Audit Committee covered in its terms of reference include the following: external audit, financial reporting, internal controls and risk management. The terms of reference also set out the authority of the committee to carry out its responsibilities.
The Code recommends that the Audit Committee comprises at least three members (or two, in the case of smaller companies) who are all independent non-executive directors and includes one member with recent and relevant financial experience. The Audit Committee comprises three members, two of whom are independent Non-Executive Directors: Ed Borkowski, Dr John Brown and Professor Johan Kördel. The committee is chaired by Ed Borkowski who is independent and is considered to have recent and relevant financial experience.
The Remuneration Committee has responsibility for determining the specific remuneration packages for each of the Executive Directors and certain senior executives of the Group, including pension rights and any compensation payments, and recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance related schemes. It will normally meet at least three times a year.
The terms of reference of the Remuneration Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements for quorum and the right to attend meetings. The responsibilities of the Remuneration Committee covered in its terms of reference include the following: determining and monitoring policy on and setting levels of remuneration, termination, performance-related pay, pension arrangements, reporting and disclosure, share incentive plans and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.
The Code recommends that the Remuneration Committee comprises at least three members (or two, in the case of smaller companies) who are all independent non-executive directors one of whom may be the Chairman (but who may not chair the Remuneration Committee). The Remuneration Committee comprises four members two of whom are independent Non-Executive Directors: Dr John Brown, Ed Borkowski, Pieter van der Meer and Scott Byrd. The committee is chaired by Dr John Brown.
The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary, taking into account the skills and expertise that will be needed on the Board in the future. The Nomination Committee’s terms of reference deal with such things as membership, quorum and reporting responsibilities. The Nomination Committee will normally meet at least twice a year.
The Code recommends that a majority of the members of the Nomination Committee should be independent non-executive directors. The Nomination Committee comprises four members, the majority of whom are independent Non-Executive Directors: Patrick Vink, Dr John Brown, Ed Borkowski and Pieter van der Meer. The committee is chaired by Patrick Vink.