In 2017 the Audit Committee consisted of one non-executive Director, Mr. Vandewalle (Chairman) and two independent Directors, being Lemon Comm. V (represented by Mr. J. Noten) and Dirk Meeus Burgerlijke Vennootschap acting as a BVBA (represented by Mr. D. Meeus). The duration of the mandate of members of the Committee coincides with their term as Director.
In 2017 the Audit Committee met four times. The external auditor attended two meetings. The number of meetings attended by individual members of the Audit Committee in 2017 is as follows:
Mr. Luc Vandewalle: 4/4
Lemon Comm. V (represented by Mr. Jules Noten): 3/4
Dirk Meeus Burgerlijke Vennootschap acting as a BVBA (represented by Mr. Dirk Meeus): 4/4
In accordance with Article 526 bis of the Companies Code, the company declares that at least one of the members of the Audit Committee complies with the requirements of independence and possesses the necessary expertise in accounting and auditing. The members have a collective expertise in respect of the activities of the company. In 2017, the Audit Committee assisted the Board in discharging its responsibilities for monitoring control in the broadest sense.
This included the following tasks:
- Analysis of the consolidated financial statements of the company, both for annual and half-yearly and quarterly consolidated results,
- Analysis of possible impairments,
- Evaluation of systems of internal control,
- Review of the content of the annual financial report as far as following matters are concerned:
- financial information
- comments on internal control and risk management,
- Supervision and monitoring of the auditor’s independence.
- Renewal process of the mandate of the statutory auditor
Remuneration and Nomination Committee
The Remuneration and Nomination Committee in 2017 was composed of three Directors: Mr. M. Delbaere (chairman and independent Director), Lemon Comm. V (represented by Mr. J. Noten, independent Director) and Mr. Dirk Meeus (independent Director). The Committee advises the Board on the following items:
- the remuneration policy in general and on the remuneration of the members of the Board of Directors and the Executive Committee in particular
- stock option plans. Currently there are no stock options for shares of Sioen Industries
- appointment or dismissal of Directors
The Board of Directors presents the above mentioned items, enclosed in the remuneration
report, to the General Meeting.
The Committee discussed, amongst others, the functioning of the members of the Management Committee, the principles and parameters of the variable part of the remuneration, performed benchmarks as to the remunerations of the members of the Management Committee and Board of Directors and formulates proposals to the Board of Directors.
Nominations have not been discussed during 2017.
The Committee met twice in 2017. The number of meetings attended by individual members of the Committee and the CEO in 2017 is as follows:
- Mr. Michel Delbaere: 2/2
- Lemon Comm. V (represented by Mr. Jules Noten): 2/2
- Dirk Meeus Burgerlijke Vennootschap acting as a BVBA (represented by Mr. Dirk Meeus): 2/2
The term as members of the Committee coincides with their term as Director.
As long as Sihold holds more than 35% of the shares of the company it is their prerogative to appoint the majority of the Directors. Until now Sihold has waived this right.