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 on three occasions in 2012, and the provisions of Article 523 were complied with on such occasions.

On 23 February 2012 the Board had to determine the remuneration of the Chairman of the Board. Excerpt from the minutes:

"RESOLUTION

  • the re-appointment of the Chairman as Director for a term of two years up to and including the Ordinary General Meeting of Shareholders to be held in 2014;
  • his re-election as Chairman for the same term; and
  • the approval of this resolution by the Ordinary General Meeting of Shareholders.”

(1) This increase was subsequently waived by the CEO

On 17 December 2012 the Board had to determine the third offer of stock options to the Chief Executive Officer under the SOP 2010-2014 Plan. Excerpt from the minutes:

"RESOLUTION

On the motion of the Nomination and Remuneration Committee at its meeting of 25 November 2012 the Board resolves to approve the number of options proposed to be offered to the CEO as part of the third offer of options pursuant to the Stock Option Plan 2010-2014, i.e. 24 000 options.”

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 2012 (cf. Note 7.5 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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