Board of Directors

The Sioen family has been supported by external, independent Directors since 1986. Their expertise and experience contribute to the proper and effective management of the company. On 22 March 2005, the Board of Directors adopted a Corporate Governance Charter, in accordance with the Belgian Corporate Governance Code.

The Corporate Governance Charter has been in force since the General Shareholders’ Meeting of 2005 and can be consulted on the Sioen Industries website (www.sioen.com, last version dated 27/02/2018). Since the Corporate Governance Charter came into effect, a number of minor amendments have been made to it, reflecting changes to the environment, such as the dematerialization of shares, or a small change in the shareholder structure.

A new Belgian corporate governance code has been issued since 2009 (which can be consulted on www.corporategovernancecommittee.be). The company applies the Corporate Governance principles laid down in the Corporate Governance Charter. In addition, and except as explained in the Corporate Governance Charter or in the Corporate Governance Statement of this annual report, the company complies with the Corporate Governance Code.

Pursuant to new article 96 § 4 of the Companies Code, a declaration in respect of non-financial information is included in chapter 4, Corporate Social Responsibility, of this annual report. This will facilitate the understanding of the development, the results and the position of the company as well as the effects of its activities relating to the social, employee and environmental matters, the respect of human rights and the fight against corruption and bribery. Also some information regarding the diversity policy of the company, in accordance with article 96 § 2 6° of the Companies Code, is given in chapter 4, Corporate Social Responsibility, of this annual report.

Structure

The Corporate Governance structure at Sioen Industries is as follows:

Board of Directors

Composition of the Board of Directors (composition as of 31/12/2017):

  • Chairman: Mr. M. Delbaere(3), director in various other companies, mandate expires at the 2018 General Shareholders’ Meeting
  • Managing director: M.J.S. Consulting bvba (1), represented by Mrs. M. Sioen , director in various other companies, mandate expires at the 2020 General Shareholders’ Meeting
  • Directors:
    • Mrs. J.N. Sioen-Zoete(2), director in various other companies, mandate expires at the 2020 General Shareholders’ Meeting
    • D-Lance BVBA (2) , represented by Mrs. D. Parein-Sioen, director in various other companies, mandate expires at the 2020 General Shareholders’ Meeting
    • P. Company BVBA(1), represented by Mrs. P. Sioen, director in various other companies, mandate expires at the 2020 General Shareholders’ Meeting
    • Mr. L. Vandewalle (2), director in various other companies, mandate expires at the 2018 General Shareholders’ Meeting
    • Lemon Comm. V (3), represented by Mr. J. Noten , mandate expires at the 2018 General Shareholders’ Meeting
    • Mr. P. Macharis (3), director in various other companies, mandate expires at the 2020 General Shareholders’ Meeting
    • Dirk Meeus Burgerlijke Vennootschap acting as a BVBA (3), represented by Mr. D. Meeus, director in other company, mandate expires at the 2020 General Shareholders’ Meeting
  • Secretary: Asceca Consulting bvba , represented by Mr. G. Asselman
  • Statutory auditor (4): Deloitte Bedrijfsrevisoren cvba , represented by Mr. K. Dehoorne

(1) Executive director
(2) Non-executive director
(3) Independent director
(4) The Statutory Auditor’s mandate expires at the General Shareholders’ Meeting of 2020

Dirk Meeus is not present in the picture above


The Board of Directors and how it works

In accordance with the Articles of Association, the Board of Directors regularly meets depending on the needs and the interests of the company. In 2017, the Board held five meetings. The number of meetings attended by Directors individually in 2017 is as follows:

  • Mr. Michel Delbaere, Chairman: 5/5
  • M.J.S. Consulting BVBA (represented by Mrs. Michèle Sioen): 5/5
  • Mrs. Jacqueline Sioen-Zoete: 5/5
  • D-Lance BVBA (represented by Mrs. Danielle Parein - Sioen): 5/5
  • P. Company BVBA (represented by Mrs. Pascale Sioen): 4/5
  • Mr. Luc Vandewalle: 5/5
  • Lemon Comm. V (represented by Mr. Jules Noten): 4/5
  • Mr. Pierre Macharis: 5/5
  • Dirk Meeus Burgerlijke Vennootschap acting as a BVBA (represented by Mr. Dirk Meeus): 5/5

In addition to its statutory powers and powers under the articles of association the
Board of Directors’ permanent agenda includes the discussion and decision on:
• the divisional results,
• the consolidated results,
• current investments and projects,
• new projects and presentation of investment opportunities.

Besides the regular items, the strategic development of the company is regularly
discussed and guidance is provided to the R&D projects. The Board also deals with
specific items in terms of concrete issues and current events such as the new “Market
abuse regime".


Working committees

The Sioen Industries Group has the following working committees:

  1. the Audit Committee
  2. the Remuneration Committee and Nomination Committee

Management Committee

The members of the Management Committee (per 31 December 2017):

  • M.J.S. Consulting BVBA, represented by Mrs. Michèle Sioen
  • P. Company BVBA, represented by Mrs. Pascale Sioen
  • Asceca Consulting BVBA, represented by Mr. Geert Asselman
  • Devos Trading Company BVBA, represented by Mr. Michel Devos
  • Flexcor NV, represented by Mr. Frank Veranneman
  • Almelior BVBA, represented by Mr. Bart Vervaecke
  • GPW Lobbestael BVBA, represented by Mr. Grisja Lobbestael
  • O.V.S. Consulting BVBA, represented by Mr. Orwig Speltdoorn
  • Mr. Uwe Stein

Secretary: Mr. Robrecht Maesen


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