Conduct Policies

Statutory conflicts of interests in the Board of Directors

In accordance with Article 523 of the Companies Code, a member of the Board of Directors should give the other members prior notice of any agenda items in respect of which he has a direct or indirect conflict of interests of a financial nature with the Company, and should refrain from participating in the discussion of and voting on those items. A conflict of interests arose twice in 2011, and the provisions of Article 523 were complied with on both occasions.

On 24 February 2011 the Board had to determine the remuneration of the Chief Executive Officer. Excerpt from the minutes: On the motion of the Nomination and Remuneration Committee, the Board approves:

  • the grant of a bonus of € 665 000 to the Chief Executive Officer for 2010;
  • the following remuneration for the Chief Executive Officer in 2011:

        - an increase of the annual base salary by 10% (...);
        - an X+1 target bonus (*) of € 400 000; and
        - an X+3 target bonus (**) of € 87 500, resulting in a target total 
          cash compensation of € 1 313 490;

  • the bonus target proposal 2011 for the Chief Executive Officer.

(*) for performance in 2011
(**) for performance in 2011-2013

On 9 November 2011 the Board had to determine the second offer of options to the Chief Executive Officer under the SOP2010-2014 plan. Excerpt from the minutes:

On the motion of the Nomination and Remuneration Committee the Board approves (…) the offer of 24 000 options to the Chief Executive Officer.

Other transactions with Directors and Executive Management

The Bekaert Charter contains conduct guidelines with respect to direct and indirect conflicts of interests of the members of the Board of Directors and the Bekaert Group Executive that fall outside the scope of Article 523 of the Companies Code. Those members are deemed to be related parties to Bekaert and have to report, on an annual basis, their direct or indirect transactions with Bekaert or its subsidiaries. Bekaert is not aware of any potential conflict of interests concerning such transactions occurring in 2011 (cf. Note 7.6 to the consolidated financial statements).

Market abuse

In accordance with provision 3.7 of the Belgian Corporate Governance Code, the Board of Directors has, on 27 July 2006, promulgated the Bekaert Insider Dealing Code, which is included in its entirety in the Bekaert Charter as Appendix 4. The Bekaert Insider Dealing Code restricts transactions in Bekaert securities by members of the Board of Directors, the Bekaert Group Executive, senior management and certain other persons during closed and prohibited periods. The Code also contains rules concerning the mandatory internal notification of intended transactions, as well as the disclosure of executed transactions through a notification to the Belgian Financial Services and Markets Authority (FSMA). The Chairman of the Board is the Compliance Officer for purposes of the Bekaert Insider Dealing Code.

 

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