The Internal regulations of the Supervisory Board provides that the Audit Committee, first set up in 2000, has a minimum of three and a maximum of five members chosen by the Supervisory Board from among its own members other than the Chairman of the Board, including at least two (2) independent members.
Its members are the following:
|Members of Audit committee||Date of first appointment||Expiry date of appointment||2016 attendance rate|
|Gilles Samyn *, Chairman||3 May 2012||2019||100 %|
|Elmar Heggen, member||22 November 2006||2020||67 %|
|Mouna Sepehri *, member
||19 December 2013||2020||67 %|
* Independent Member
Based on the Internal Regulations, completed with recommendations from the AMF (Final report on audit committees, dated 22 July 2010), the Audit Committee defined its Operating Charter in July 2011.
The Audit Committee meets at least twice a year and has the following responsibilities:
• In relation to the financial statements:
– to review the annual financial statements prior to their submission to the Board;
– to monitor the relevance and consistency of the accounting principles and rules used for the preparation of the financial statements and to prevent any potential violation of these rules;
– to review the preliminary and interim results as well as the accompanying notes, prior to their publication;
– to monitor the financial reporting process and ensure the quality of the processes enables compliance with stock market regulations;
• In relation to the internal control of the Company:
– to assess the proposed appointments and replacements of the Company’s statutory auditors and their remuneration; and more specifically, to oversee the procedure for selecting statutory auditors;
– to review each year with the statutory auditors their assignment plans, the findings thereof and their recommendations as well as the follow-up actions implemented;
– to assess the Group’s and its subsidiaries’ internal control systems with internal control officers;
– to review with them the response and action plans in the field of internal control, the findings of these responses and measures, and the action that is required of them;
– to monitor the efficiency of internal control and risk management systems;
• In relation to risks:
– regularly review with the Executive Board of the Company the main risks to which the business is exposed as well as the significant off balance sheet commitments.
In order to fulfil its mission, the Audit Committee is provided with all the documents it deems necessary or useful and contacts all persons it deems necessary or useful to consult to carry out its review, particularly the Statutory Auditors (including at least one meeting without the Executive Board and Finance Department in attendance), as well as the CFO and his principal assistants. A detailed file is prepared by the Company’s financial staff for each Audit Committee meeting. It may also be assisted by external consultants, at the Company’s expense.
On this basis, the Audit Committee makes recommendations to the Executive Board regarding financial reporting, as well as financial, accounting or taxation issues that the Group may have to face.
The Audit Committee presents the conclusions of its deliberations to the Supervisory Board at the meetings to discuss the interim and annual financial statements. The Committee has sufficient time to review the financial statements, as files are sent more than five working days before each meeting.
Audit Committee meetings relative to the review of full-year and interim financial statements are always held between the approval of the financial statements by the Executive Board and the subsequent meeting of the Supervisory Board.
The Committee met three times in 2016. Its work included:
• the review of the parent company and consolidated financial statements;
• the review of the interim consolidated financial statements at 30 June and quarterly consolidated financial statements at 31 March and 30 September;
• the review of off-balance sheet commitments;
• the 2017 budget;
• the review of the financial parts of the Registration Document;
• the review of the Group’s Sustainable Development Report;
• the monitoring of the treasury position and the working capital requirements of the Group;
• a follow-up of the year’s internal control assignments;
• the review of the risk-mapping;
• the review of the Group’s insurance policies;
• 2016 assignments and fees of the Statutory Auditors and the 2016-2017 audit plan;
• the follow-up of financial reporting;
The Committee reported on its work to the Supervisory Board, which was duly noted. Minutes of every meeting are prepared and approved at the following meeting.
The attendance rate of its members was 83,3% in 2016.
The Audit Committee carries out an assessment of its own operation on an annual basis by filling out the Supervisory Board’s assessment questionnaire provided to all Board members, a section of which is reserved for the Audit Committee.
The 2017 assessment highlighted that:
– the number of members and its composition are appropriate;
– the members of the committee receive appropriate information prior to each meeting;
– the atmosphere within the committee is conducive to discussion.
The internal rules of the Supervisory Board provide that the Remuneration and Appointments Committee, first set up in 2000, must be made up of a minimum of two and a maximum of five members, selected from the members of the Supervisory Board other than the Chairman of the Board, of which more than half are selected from the independent members.
The members of the Remuneration and Appointments Committee are the following:
|Nomination and Remuneration Committee members||Date of first appointment||Expiry date of appointment||2016 attendance rate|
|Gilles Samyn *, chairman||10 March 2009||2019||100 %|
|Guillaume de Posch, member||3 May 2012||2020||100 %|
* Independant Member
As defined in the Internal Regulations, the Remuneration and Appointments Committee meets at least once a year and has the following responsibilities:
• to make recommendations for the remuneration of members of the Supervisory Board and the Executive Board;
• to review the free share allocation plan or plans of which Executive Board members and employees are beneficiaries;
• to consider every candidate for appointment or replacement of any member of the Supervisory Board or the Executive Board;
• to prepare in good time the recommendations for the replacement of the Chairman and members of the Executive Board, as well as of the Chairman of the Supervisory Board;
• to discuss the independence of Supervisory Board members;
• to review the balance of the composition of the Supervisory Board in particular in accordance with the shareholding and gender distribution;
• to annually evaluate the Board’s work in order to help draft the Chairman of the Supervisory Board’s report on corporate governance;
• to ensure the prevention of conflicts of interest that could arise within the course of corporate life;
The Remunerations and Appointments Committee also regularly reviews succession issues relating to Executive Board members in order to be able to propose solutions to the Supervisory Board in the event of a vacancy.
For each of its meetings, the Remuneration and Appointments Committee is provided with a file prepared by the Company to give the clearest possible insight into the implications of its decisions.
The Committee met three times in 2016, on 17 February, 19 July and 13 December, and ruled on:
• the calculation of the Executive Board members’ variable remuneration for 2015;
• the definition of objectives for the calculation of Executive Board members’ variable remuneration for 2016;
• the achievement of performance conditions for releasing the free share allocation plan of 2014, with delivery on 15 October 2016, and 2015, with delivery on 28 July 2017;
• the conditions for the annual allocation of free shares;
• the authorisation of the Supervisory Board’s attendance fees scale.
The Committee reported on its work to the Supervisory Board, which took note of it and followed all of the Committee’s recommendations.
The attendance rate of its members was 100% in 2016.