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.