As BSB has been admitted to a not regulated market, it is not subject to the recommendations of the Belgian Corporate Governance Code. Nonetheless, BSB applies certain rules of this Code, notably those related to the designation of independent directors.
Constitution of the Board of directors
The Board of directors consists of the following members:
Management
Managing Director
The managing director is in charge of the day-to-day management of the company. He reports to the Board of directors, of which he is a member. Jean Martin is the current Managing director of the company.
Management
The current members of the Executive Committee and their respective functions are the following:
Jean Martin is the chairman of the Executive Comity. He is in charge of the commercial and European strategy.
Miguel Danckers is Chief Financial Officer (CFO)5.
Johann Blanpain is Human Resources director.
David Valembois is General director of BSB Belgium.
Marc Van Steenwinkel is Director of the Factory entity (which develops the BSB software packages) and of the Process and Technology entity (R&D)6.
Joël Wozniak is General director of BSB Luxembourg.
Paul Massart is Director of the Market & Product Strategy entity (which includes the marketing and communication department as well as the pre-sales functions)7
Eric Lippert is Director of the international development of BSB.
Remuneration committee
The Board of directors decided to set up a Remuneration Committee.
The role of this Committee consists in assisting the Board of directors, notably with the detailed examination of the situation and the outlook concerning the following subjects:
General remuneration policy (based on proposition from the Executive Committee),
Objectives of the members of the Executive Committee,
Remunerations of the members of the Executive Committee and of the directors,
Stock option plan.
The Remuneration Committee consists of three permanent members:
Michel Isaac (President),
Jean Martin (Managing director),
Johann Blanpain (Human Resources director).
The other directors are systematically informed about the meetings, they receive the agenda and all the documents in preparation for the meeting. They can attend according to their availability and they receive the minutes of the meetings for validation. In order to validate the decisions, a summary is given systematically to the meeting of the Board of directors that follows a meeting of the Remuneration Committee.
The Board of directors is aware that the Belgian Corporate Governance Code stipulates that a Remuneration Committee consists exclusively of non executive administrators and of a majority of independent directors.
Nonetheless, the Board of directors has opted for a pragmatic and transparent approach that they estimate appropriate for the Company. It is indeed necessary to know the people of the company, which is not the case of the independent directors. As a consequence of that, the presence of the heads of operations is required within this Committee.Moreover, two members of the Remuneration Committee are important shareholders of BSB (combined almost 48%), which should be a safeguard against any potential conflict of interest.
Finance committee
The Board of directors decided to set up a specific committee to which it delegates the detailed examination of the financial situation and the outlook. This specific committee is called Finance Committee. The meetings are held on a more regular base than the Board of directors, about 10 times a year. The main topics are:
Results at the end of the previous month,
Treasury investments,
Summary of the lastest commercial news,
Forecast,
Risks.
The Finance Committee consists of three permanent members:
Michel Isaac (President),
Jean Martin (Managing director),
Miguel Danckers (CFO).
The other directors are systematically informed about the meetings, they receive the agenda and all the documents in preparation for the meeting. They can attend according to their availability and they receive the minutes of the meetings systematically.
Auditor
The auditor of the Company is the civil company in the form of a private company with limited responsibility DGST & Partners, av. E. Van Becelaere 27a, 1170 Brussels, represented by Michaël De Ridder, company auditor, member of the Institute of Company Auditors.
The auditor of the Company has been appointed at the Extraordinary General Assembly of 21 February 2008 for a period of three fiscal years: 2007 (with retrospective effect in preparation of the prospectus needed for the IPO), 2008 and 2009. His mandate will expire at the end of the General Assembly, called together to approve the annual accounts for the year ended 31 December 2009.
