The role of this Committee consists in assisting the Board of Directors, notably with the detailed examination of thesituation 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 Board,
Stock option plan.
Group insurance plan.
The Remuneration Committee consists of three permanent members:
Michel Isaac (Chairman of the Board),
Jean Martin (Managing Director),
Johann Blanpain (Head of Human Resources Department).
The other Directors are 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 at 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 Directors 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 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.
The Remuneration Committee met three times in 2009 and has discussed each one of the subjects identified above.
Finance committee
The Board of Directors has set up in 2007 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 Direction, about 10 times a year. The main topics are:
Results at the end of the previous month,
Cash flow statement,
Follow up of the investments,
Income statements of the subsidiaries,
Summary of the lastest commercial news,
Forecast,
Important projects,
Budgets,
Risks.
The Finance Committee consists of three permanent members:
Michel Isaac (Chairman of the Board),
Jean Martin (Managing Director),
Miguel Danckers (CFO).
The other Directors are 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.
In 2009, the Finance Committee met 10 times. The attendance rate at the Finance Committee was 100% for all the permanent members. The discussions concerned all the subjects mentioned above.
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 expires at the end of the Ordinary General Meeting, called together to approve the annual accounts for the year ended 31 December 2009.
The mandate’s fees for the certification of the statutory and consolidated accounts for the fiscal year 2009 amount to 7,953.76 EUR.
