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.

Three 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), Lady Barbara Thomas Judge (first appointed in 2007), and Mr Manfred Wennemer (first appointed in 2009, independent since 1 January 2010). Sir Anthony Galsworthy (first appointed in 2004) ceased to be independent upon his appointment to a fourth consecutive term of office on 9 May 2012.

(*) the detailed résumés of the Board members are available at www.bekaert.com

The Board met on eight occasions in 2012. There were six regular and two extraordinary meetings. In addition the Board has on one occasion passed a resolution by the unanimous written consent of the Directors.

In addition to its statutory powers and powers under the Articles of Association and the Bekaert Charter, the Board of Directors discussed the following matters, among others, in 2012:

  • the implications of the difficult business, economic and financial conditions on Bekaert and its long term strategy, and the Group’s response;
  • the business plan for 2012;
  • continuous monitoring of the debt and liquidity situation of the Group;
  • a major realignment program to rightsize Bekaert’s global sawing wire activities and to substantially improve the cost structure of the Group;
  • a review of Bekaert’s technology strategy;
  • the business plan for the period 2013-2015;
  • the extension of the retirement age for Directors to 69 years;
  • the third offer of stock options in accordance with the Stock Option Plan 2010-2014 (“SOP2010-2014”).

  Committees of the Board of Directors 2012

 

 

Committees of the Board of Directors

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		 Meetings
attended
Baron Buysse  2014  4
François de Visscher 2013 4
Baudouin Velge 2013 4
Lady Barbara Thomas Judge 2013 4

The Committee met four times in 2012. In addition to its statutory powers and its powers under the Bekaert Charter the Committee discussed the following main subjects:

  • the debt and liquidity situation;
  • the activity reports of the internal audit department;
  • the reports of the Statutory Auditor;
  • the proposal to reappoint Deloitte as Statutory Auditor;
  • the annual review of the major risks and the related mitigation plans under Bekaert’s enterprise risk management program.

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 		 Meetings
attended
Baron Buysse 2014 5
Dr Alan Begg 2014 5
Lady Barbara Thomas Judge 2013 5
Two of the Directors nominated by the principal shareholders are invited to attend the Committee meetings without being members.
The Committee met five times in 2012. In addition to its statutory powers and its powers under the Bekaert Charter the Committee discussed the following main subjects:

  • the remuneration of the Chairman of the Board for the period 2012-2014;
  • the succession planning for senior executives;
  • a review of the global HR strategies and priorities;
  • a review of the Group’s remuneration strategies;
  • the short term variable remuneration for the Chief Executive Officer and the other members of the executive management for 2011;
  • the base remuneration of the Chief Executive Officer and the other members of the executive management for 2012;
  • the new organization structure of the Group.

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.

Name Expiry of
current term		 Meetings
attended
Baron Buysse 2014 3
Bert De Graeve 2015 3
Baron Bekaert 2015 3
Count Charles de Liedekerke 2015 3
Maxime de Jadot 2015 3
Sir Anthony Galsworthy 2014 3

The Committee met three times in 2012. In addition to its powers under the Articles of Association and the Bekaert Charter, the Committee discussed the following main subjects:
- progress reports on strategic projects;
- a review of Bekaert’s exposure in China;
- the strategy for tire cord for the period 2013-2015;
- the situation of the Group’s debt, liquidity and working capital, and the impact on the strategy.

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