The management structure of the Company is built around the Board of Directors, the CEo and the Executive Committee.
Board of Directors
The Board of Directors is the highest decision-making body of the Company; it has all the powers except those reserved by the Belgian Company Code or the coordinated articles of association for the General Meeting of Shareholders.
The Board of Directors aims for the success of the Company in the long term, provides the necessary leadership for this and ensures that risks can be identified and managed. The Board is responsible for the overall strategy and values of EXMAR, based on the social, economic and ecological responsibility, gender diversity, and diversity in general.
The Board of Directors is composed of members from diverse professional backgrounds who represent a wide range of experience.
The Board of Directors consists of a sufficient number of directors to ensure proper operation, taking into account the specificity of the Company.
Regarding the gender diversity at the level of the Board of Directors, Section 7 of the Law of 28 July 2011 stipulates that companies with a free float of less than 50% have a period of eight years rather than six years to regularise themselves. The Nomination and Remuneration Committee will follow up on recommendations for greater gender diversity in future appointments within the Board of Directors, in order to achieve the imposed quota with effect from 1 January 2019.
MEMBERs stAtus End OF MAndAtE
Baron philippe BOdsOn non-executive director - chairman 2015
François gillEt independent director* 2016
Jens isMAR independent director* 2016
guy vERHOFstAdt independent director* 2016
Baron philippe vlERiCk non-executive director 2014
ludwig CRiEl non-executive director 2014
Ariane sAvERys non-executive director 2015
pauline sAvERys non-executive director 2015
nicolas sAvERys executive director 2015
patrick dE BRABAndERE executive director 2015
* All the independent directors meet the independence criteria as stipulated in Section 526ter of the Belgian Company Code and Appendix A of the Corporate Governance Code of 2009.
operation
The powers and the operation of the Board of Directors are described extensively in the Corporate Governance Charter. The directors will be provided in good time with a file containing all the information for the deliberations on the agenda items. Decisions are taken at Board of Directors meetings in accordance with Article 22 of the articles of association that includes the stipulation that the chairman's vote is decisive in the event of a tied vote. To date such a tied vote has never occurred. Directors who had a conflict of interest with respect to an
agenda item have reported this and have conducted themselves according to the provisions of the Belgian Company Code. In 2013, six meetings were held, including one by telephone. Five meetings were held under the chairmanship of Mr Bodson, the sixth under the chairmanship of Mr Criel.
Ms Pauline Saverys was excused from the meeting of 26 March 2013; Messrs Bodson and Ismar, as well as Ms Pauline Saverys, were excused from the meeting of 20 November 2013. In addition to the statutory mandatory matters such as the preparation of the accounts, the annual report and the half-year
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report, drawing up press releases or preparing general meetings, the Board of Directors dealt with matters including the following: the business strategy and structure, budgets, interim results and prospects, summary of the day-to-day progress of the subsidiaries, the operational and financial situation, investments and divestments in property, plant and equipment and shareholdings, portfolio and cash flow, fleet, acquisition and sale of own shares, and the strategy and the progress of each division. The Board of Directors also met to discuss the following specific agenda items: the various LNG projects in Colombia, the continued renovation of the LPG midsize fleet, the financing structure of the Group, the offshore projects.
The Board of Directors is assisted in the performance of its duties by two advisory bodies set up within it: the Audit Committee and the Nomination and Remuneration Committee. The members of these committees are members of the Board of Directors.
evaluation proCess
The Board of Directors installed an evaluation process in 2011 in order to assess the effectiveness of the Board and of the Committees.
The questionnaires were collected by the chairman and the results were discussed. Where necessary, action was taken.
During the course of 2014, the Board of Directors will conduct a new evaluation of the Board of Directors and its Committees with regard to the size, the composition and the performance of the Board of Directors. The purpose of this evaluation is to improve the effectiveness of the Board and the individual contributions, as well as to expand the relationship between stakeholders, Board of Directors and management.
At the meeting of the Board of Directors held on 1 December 2010, it was decided from then on to organise a discussion with the non-executive directors at every meeting of the Board of Directors, in the absence of the CEo and the other executive directors, in order to evaluate their mutual communications with the executive directors and the members of the Executive Committee.
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