The board of directors manages the company as a board and acts under the supervision of the general assembly which appoints and dismisses directors. The board of directors serves the shareholder and must ensure the long-term success of the company.
The board of directors has the most extensive powers to achieve the object of the company. The board of directors’ tasks include setting and determining general policies and strategic goals for both the company and the group and outlining its investment policy.
Within the framework of these tasks and without this list being exhaustive, the board of directors fulfils the following tasks:
The articles of association stipulate that the board of directors is composed of at least three members but does not set a maximum number of members.
From the point of view of efficiency and attempting to strike a balance between executive and non-executive directors the board of directors has between five and seven members.
At present the board has three directors entrusted with an executive position within the group who are appointed at the suggestion of the controlling shareholder. Two are entrusted with the daily management of Brederode SA. The chairman of the board of directors is the third executive director, which the board of directors considers to be an asset for the company taking into account its history and specifics. The two remaining directors are independent
Each director has the skills and integrity from which the board can benefit. The present composition of the board of directors is justified given the low number of directors, the size and the activities of the company.
The directors are appointed by the general assembly at the suggestion of the board of directors.
Insofar as the choice of directors is concerned, the company takes into account competence criteria (in particular in the field of finance, accountancy and audits) and diversity criteria (in particular insofar as the compatibility of profiles and experiences is concerned).
The board of directors:
In the event of a new candidate the chairman of the board of directors – prior to this request to approve the candidate – must ensure that the board of director has received sufficient information on the candidate: his cv, the assessment on the basis of the first interview, the list with other positions he has and possibly the required information pertaining to the assessment of his independence. The information pertaining to recommendation 4.11 of the X principles will be communicated to the general assembly.
The articles of association stipulate a maximum term for directors of six years which is renewable.
In order to ensure more stability the company will appoint directors for a period of three to six years, with the understanding that directors can always resign and be dismissed taking into account the provisions imposed by law.
The board of directors has set the age limit at sixty-five.
In individual cases the general assembly can deviate from the rules imposed by the two previous paragraphs
The assessment of independence is more content- than form-oriented.
Each independent director must meet the following criteria :
The board of directors may, however, assume that any director not meeting one or several of the aforementioned criteria can nevertheless be considered as independent. However, in this case the board of directors must specifically motivate its decision.
An independent director must:
The operation of the board of directors is governed by section 12 of the articles of association.
The board of directors convenes at least three times a year and whenever this is in the interest of the company or whenever two directors request this. The meetings are convened by the chairman.
Minutes of the meetings of the board of directors must be drawn up and kept in a special register and must be signed by the chairman and the secretary.
The directors will abide by secrecy rules insofar as the information they have is concerned and are only permitted to use this information for the fulfilment of their tasks.
The board of directors will pay special attention to conflicts of interest which may occur with a shareholder or a company belonging to the group and will comply with the appropriate procedures, in particular the procedures imposed by section 57 of the Act. The transaction in question – after having been informed by the chairman of the board of directors – will be presented by the director in question to the audit, good governance and risk management committee and the auditor, and this, if possible, prior to its realization. The latter’s opinion will be communicated to the board of directors. If the board of directors passing resolutions with a valid majority one or several of the directors does not take part in the discussions as imposed by section 57 of the Act, the resolutions can be passed by a majority of the directors attending the meeting.
The executive directors will regularly report to the board of directors and if necessary to the audit, good governance and risk management committee on the state of affairs with Brederode, in particular the evolution of the share portfolio, the supervision of the subsidiaries and the financial management of the group
The company will be committed by:
Under the leadership of its chairman the board of directors will at least twice a year assess its size, its composition, its role and the manner in which the board of directors complies with the rules concerning good governance.
The non-executive directors will regularly assess their interaction with executive directors and the performance by the latter. Therefore they will meet once a year without the presence of the executive directors.
The responsibilities of the chairman and the board of directors are as follows:
The executive directors do receive fixed remuneration but no bonuses or other long-term benefits.
The non-executive directors do not receive any remuneration based on performance, no benefits in kind, no benefits in relation to pension plans. They are permitted to waive the fixed remuneration allocated by the company.
There are no plans to remunerate whomsoever by way of allocation of shares, share options and other rights to acquire shares.
Any and all directors, including the executive directors, can be dismissed ad nutum and without them being entitled to compensation except if provisions imposed by law apply.
The board of directors: