Board of Directors & Committees

Board of Directors

The Board of Directors consists of fourteen members, who are appointed by the General Meeting of Shareholders. Eight of the Directors are appointed from among candidates nominated by the principal shareholders. The Chairman and the Chief Executive Officer are never the same individual. The Chief Executive Officer is the only Board member with an executive function. All other members are non-executive Directors.

Four of the Directors are independent in accordance with the criteria of Article 526ter of the Belgian Companies Code and provision 2.3 of the Belgian Corporate Governance Code: Dr Alan Begg (first appointed in 2008), Sir Anthony Galsworthy (first appointed in 2004), Lady Barbara Thomas Judge (first appointed in 2007), and Mr Manfred Wennemer (appointed in 2009, independent since 1 January 2010).

The Board held six regular meetings in 2011. In line with its intention to keep in touch with Bekaert’s global operations the Board held one of its regular meetings in Slovakia. In addition to its statutory powers and powers under the Articles of Association and the Bekaert Charter, the Board of Directors examined the following matters, among others, in 2011:

  • the implications of the worsening business, economic and financial conditions on the long term strategy of Bekaert, and the Group’s response;
  • the consolidation of Bekaert’s joint venture operations in Chile, Peru and Canada;
  • the acquisition of Qingdao Hansun;
  • the disposal of the specialized films operations;
  • the 2011 budget;
  • the plans for the period 2012-2014;
  • the distribution of an interim dividend in the gross amount of € 0.67 per share;
  • the grant of new stock options in accordance with the Share Option Plan 2010-2014 (“SOP2010-2014”);
  • the debt position of the Group, including the public issue of retail bonds in the aggregate amount of € 400 million.

 

 

 

Committees of the Board of Directors

The Board of Directors has established three advisory Committees.

Audit and Finance Committee

The Audit and Finance Committee is composed as required by Article 526bis §2 of the Companies Code: all of its four members are non-executive Directors, and one member, Lady Judge, is independent. Her competence in accounting and auditing is demonstrated by her position as vice chairman of the Financial Reporting Council, the British accounting and corporate governance regulator, which she held until the end of 2007.

Contrary to provision 5.2/3 of the Belgian Corporate Governance Code, the Committee is chaired by the Chairman of the Board: Bekaert wishes the Chairman to preside over all Committees, to enable him to discharge as effectively as possible his specific duties with regard to protecting the interests of all shareholders. Contrary to provision 5.2/4 of the Belgian Corporate Governance Code, according to which at least a majority of the members should be independent, Bekaert takes the view that the Audit and Finance Committee should reflect the balanced composition of the full Board.

The Chief Executive Officer and the Chief Financial Officer are not members of the Committee, but are invited to attend its meetings. This arrangement guarantees the essential interaction between the Board of Directors and executive management.


Name      Expiry of current term     Number of meetings attended 
Baron Buysse     2012  
François de Visscher     2013  
Baudouin Velge     2013  
Lady Barbara Thomas Judge    2013  


The Committee met four times in 2011. In addition to its statutory powers and its powers under the Bekaert Charter the Committee discussed the following main subjects:

  • the treasury situation;
  • the activity reports of the internal audit department;
  • Bekaert’s enterprise risk management analysis and mitigation progress: this ERM analysis is based on Bekaert’s risk mapping and prioritization (probability, impact and evolution) of identified risks and is subject to continuous monitoring.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is composed as required by Article 526quater §2 of the Companies Code: all of its three members are non-executive Directors, it is chaired by the Chairman of the Board, and its two other members, Dr Begg and Lady Judge, are independent. The Committee’s competence in the field of remuneration policy is demonstrated by the relevant experience of its members.
 

Name      Expiry of current term     Number of meetings attended 
Baron Buysse     2012    4
Dr Alan Begg    2014    4
Lady Barbara Thomas Judge      2013    3

Two of the Directors nominated by the principal shareholders are invited to attend the Committee meetings without being members.

The Committee met four times in 2011. In addition to its statutory powers and its powers under the Bekaert Charter the Committee discussed the following main subjects:

  • the succession of the Chairman of the Board;
  • the succession of a departing member of the Bekaert Group Executive;
  • Bekaert’s future management backbone;
  • the remuneration policies and long-term incentives plans.

Strategic Committee

The Strategic Committee has six members, five of whom are non-executive Directors. It is chaired by the Chairman of the Board and further consists of the Chief Executive Officer and four Directors, one of whom is independent.

Name     Expiry of current term      Number of meetings attented 
Baron Buysse     2012    4
Bert De Graeve     2012    4
Baron Bekaert    2012    4
Count Charles de Liedekerke    2012    4
Maxime Jadot    2012    4
Sir Anthony Galsworthy    2012    4

The Committee met four times in 2011. In addition to its powers under the Articles of Association and the Bekaert Charter, the Committee reviewed the 2012-2014 plans for Bekaert’s operations in China.

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