Corporate Governance

 

In accordance with its Articles of Association, the company is administered by a board of directors composed of at least six directors appointed at the General Meeting. They are appointed for a term of six years at the most but may be re-appointed at the end of the term.
The terms of office are free of charge with the exception of allowances paid by the board to the directors in charge of special functions or missions.
The board delegates everyday management to the managing director according to the rules of delegation it has established. It also ensures these rules are respected.
 
The board is currently comprised of nine directors and one observer, who are listed on page 4 of the annual report. It is chaired by Mr. Pierre Sonveaux, while everyday management is ensured by Mr. Bernard Delvaux, the managing director and sole executive director on the board. The Chief Financial Officer is invited by the board to attend its meetings. Upon the proposal of the chairman and the managing director, the board may be extended to other directors or the auditor to discuss specific points.
 
The board met nine times during 2009.
 
It discussed and dealt with the following topics:
 
-       Balancing of accounts as of 31/12/2008 and approval of financial year 2008 Management Report;
 
-       2009 budget was passed;
 
-       regular and in-depth analysis of the company’s and its subsidiaries’ accounts and follow-up of the group’s finances;
 
-       follow-up the foreign subsidiaries;
 
-       discussing the group’s strategy;
 
-       presentation and adoption of the company’s restructuring plan, aimed at dealing with the decrease in work rates.
 
 
In 2004, due to the international development of the Group, the board of directors deemed it necessary to review its operation and request the assistance of an Audit Committee and a Remuneration Committee. Their missions and composition were defined by the board, to which they report on a regular basis.
 
The Audit Committee is composed of three non-executive directors, among whom the Chairman of the board. It is assisted by the Chief Financial Officer and, as required and/or if requested, by the company's Auditor. The Managing Director is invited to attend the meetings.
 
The missions of the Committee are:
-       prepare the board of directors’ work in terms of follow-up, control and analysis of the company and its                       subsidiaries’ financial situation;
-       ensure the company and its subsidiaries’ external and internal surveys run smoothly according to an objective         based on the reliability of the information conveyed;
-       since January 2009, the permanent control of the correct execution of the foreign currency hedging policy                 decided on by the board of directors has indeed been conferred upon.
 
This committee met five times in 2009.
 
The Remuneration Committee is comprised of 4 members, among whom 3 non-executive directors. The Chairman of the board and the Managing Director are part of it. Its missions are:
 
-       assisting the board of directors in determining the remuneration of the company and its subsidiaries’                         directors;
-       ensuring the implementation of a coherent assessment and remuneration system for the company and its         subsidiaries’ executives and directors.