Corporate Governance

In this section

- BOARD OF DIRECTORS

- MANAGEMENT

- STATUTORY AUDITOR

BOARD OF DIRECTORS

 The members of the Board of Directors are:

Badreddine Ouali, Chairman		Jean Martin, CEO		Pierre De Muelenaere, Director
Marwan Hanifeh, Director		Michel isaac, Director		Vincent Werbrouck, Director

Meetings of the Board of Directors

The Board of Directors convened 12 times in 2012. The following topics were raised and discussed:

• Adoption of the 2011 financial statements, annual statement, directors’ report, annual report and half-yearly financial report, dividend proposal and convening of the ordinary general meeting
• Periodical financial statements, results and cash positions
• Budgets and forecast
• General review of operations
• Risks
• Remuneration of the members of the Executive Committee
• Human resources management policy
• Strategic planning
• Composition of the Executive Committee
• Organization of the group
• External growth
• Valuation rules
• Ownership structure of the subsidiaries, establishment of new subsidiaries
• Capital increase

 Remuneration of the Directors

In accordance with the articles of association, the general meeting may grant remuneration to the directors for their services on the Board. In 2012, the directors received a lump-sum annual fee of 12,784.80 EUR. The Managing Director received a supplementary monthly allowance of 1,065.40 EUR. Certain directors carry out assignments for BSB. The remuneration received for those assignments is included in the amounts mentioned below. The total direct, indirect, fixed and variable costs borne by the Group on behalf of the directors amounted to 543,452.87 EUR in 2012, of which 511,492.31 EUR for the executive directors. The salary of the Managing Director is included in the directors’ costs.

MANAGEMENT

From left to right:

• Jean Martin, CEO
• Didier Vankeerberghen, Corporate Sales Director
• Olivier Tordeurs, Chief Financial Officer
• David Valembois, Director BSB Belgium, COO Western Europe
• Sébastien Couturiaux, Director Software Factory

In March 2013, the Executive Committee was joined by:

• Nicolas Bonmariage, Product Strategy Manager   
• Nicolas Gilson, Program Manager

The managing director is entrusted with the daily management of the company. The managing director reports to the Board of Directors, of which he is a member. Jean Martin is the current managing director of the company.The management team of BSB constitutes the Executive Committee. In 2012,

Jean Martin presided over the Executive Committee (CEO) and was in charge of the company’s business strategy and international development.

•  David Valembois held the post of Director of BSB Belgium and BSB France.
•  Joël Wozniak held the post of Director of BSB Luxembourg.
•  Sébastien Couturiaux held the post of Director of the “Factory” division which develops the software of BSB.
•  Didier Vankeerberghen held the post of Corporate Sales Director.
•  Olivier Tordeurs held the post of Chief Financial Officer.

 Joël Wozniak, Director of BSB Luxembourg, left the company in March 2013.

 Remuneration of the management

The total direct, indirect, fixed and variable salary costs for the members of the management referred to above (except for those already included in the costs borne on behalf of the executive directors) amounted to 1,148,756.27 EUR in 2012.

Remuneration Committee

In 2008, a Remuneration Committee was set up to assist the Board of Directors with the detailed examination of the situation and outlook in the following matters:

• General remuneration policy (on the proposal of the Executive Committee)
• Targets of the members of the Executive Committee
• Remuneration of the members of the Executive Committee and the directors
• Management of the stock option plan

The Remuneration Committee is composed of three permanent members:

• Michel Isaac (Director)
• Jean Martin (CEO)
• In 2012, Miguel Danckers (Company Secretary) replaced Johann Blanpain (Human Resources Director).

The other directors are informed of meetings and receive the agenda and the preparatory documents; they may attend according to their availability and receive the minutes of the meetings for approval. A summary is presented at the meeting of the Board of Directors that follows a meeting of the Remuneration Committee for ratification of the decisions.

The Board of Directors is aware that the Belgian Corporate Governance Code provides that a Remuneration Committee must be composed exclusively of non-executive directors and of a majority of independent directors.

The Board of Directors has nevertheless opted for a pragmatic and transparent approach which it considers appropriate for the company. It is essential to know the people on the Committee, which is not the case with independent directors, and this makes it indispensable to have operational members on that Committee.

The Remuneration Committee convened once in 2012 and concerned itself with the management of the stock option plan.

STATUTORY AUDITOR

The statutory auditor of the Company is Ernst & Young Réviseur d’Entreprises SCCRL, with registered office at De Kleetlaan 2, 1831 Diegem, and permanently represented by Eric Golenvaux, company auditor and partner.

The statutory auditor of the Company was appointed by the ordinary general meeting of 17 May 2010 for the years ended 31 December 2010, 2011 and 2012. Its term of office will end at the general meeting that is requested to deliberate on the accounts for the year ended 31 December 2012. The General Meeting of 21 May 2013 will decide on a proposal to reappoint the statutory auditor for a new term of office.

The fees for the certification of the consolidated financial statements of the group headed by BSB International amount to 70 K EUR for the financial year 2012, of which 10 K EUR for the statutory financial statements of BSB International.