Board of Directors & Committees

Board of Directors and Committees

The Board of Directors consists of fourteen members, eight of whom are nominated by the principal shareholders. The Chairman and the Chief Executive Officer are never the same individual. The Chief Executive Officer is the only Board member with an executive function. All other members are non-executive Directors.

Four of the directors are independent in accordance with the criteria of Article 526ter of the Belgian Companies Code and provision 2.3 of the Belgian Corporate Governance Code: Dr Alan Begg (appointed in 2008), Sir Anthony Galsworthy (first appointed in 2004), Lady Barbara Thomas Judge (first appointed in 2007), and Mr Manfred Wennemer (appointed in 2009, independent since 1 January 2010).

The Board held six regular meetings in 2010. In line with its intention to keep in touch with Bekaert’s global operations, the Board held one of its regular meetings in Ecuador. In addition to its statutory powers and powers under the Articles of Association and the Bekaert Charter, the Board of Directors examined the following matters, among others, in 2010:

  • a review of the long term strategy of the Group in light of the economic, financial and geopolitical developments, and the follow-up of the strategy;
  • the acquisition of two tire cord plants from Bridgestone;
  • the disposal of the diamond like coatings and composites activities;
  • the 2010 budget;
  • the plans for the period 2011-2013;
  • a proposal to split the Bekaert shares, VVPR strips, subscription rights and share options, and to abolish the existing bearer securities;
  • a proposal to distribute an intermediate dividend in the gross amount of € 2.00 per pre-split share;
  • the grant of new subscription rights and stock options in accordance with the existing stock option plans;
  • the implementation of a new Share Option Plan 2010-2014 (“SOP2010-2014”);
  • the buy-back of Company shares;
  • the debt position of the Group, including the public issue of bonds in the aggregate amount of € 100 million.

 

Committees of the Board of Directors

The Board of Directors has established three Advisory Committees.

Audit and Finance Committee

The Audit and Finance Committee is composed as required by Article 526bis §2 of the Companies Code: all of its four members are non-executive Directors, and one member, Lady Judge, is independent. Her competence in accounting and auditing is demonstrated by her position as vice chairman of the Financial Reporting Council, the British accounting and corporate governance regulator, which she held until the end of 2007.

Contrary to provision 5.2/3 of the Belgian Corporate Governance Code, the Committee is chaired by the Chairman of the Board: Bekaert wishes the Chairman to preside over all Committees, to enable him to discharge as effectively as possible his specific duties with regard to protecting the interests of all shareholders. Contrary to provision 5.2/4 of the Belgian Corporate Governance Code, according to which at least a majority of the members should be independent, Bekaert takes the view that the Audit and Finance Committee should reflect the balanced composition of the full Board.

The Chief Executive Officer and the Chief Financial Officer are not members of the Committee, but are invited to attend its meetings. This arrangement guarantees the essential interaction between the Board of Directors and executive management.

The Committee met four times in 2010. In addition to its statutory powers and its powers under the Bekaert Charter the Committee discussed the following main subjects:

  • the treasury situation;
  • the development of an enterprise risk management process.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has four members, all of whom are non-executive Directors. It is chaired by the Chairman of the Board and further consists of three Directors, one of whom is independent. Contrary to provision 5.4/1 of the Belgian Corporate Governance Code, according to which at least a majority of the members should be independent, Bekaert takes the view that the Nomination and Remuneration Committee should reflect the balanced composition of the full Board. As from 1 January 2011 the composition of the Committee has been adapted to conform to the requirements of the Belgian Corporate Governance Act of 6 April 2010.

The Committee met five times in 2010. In addition to its powers under the Articles of Association and the Bekaert Charter, the Committee discussed the following main subjects:

  • the implications of the Belgian Corporate Governance Act of 6 April 2010 on the composition of the Committee and the remuneration of the executive management;
  • the succession of the Chairman of the Board;
  • the development of a Bekaert leadership program.

Strategic Committee

The Strategic Committee has six members, five of whom are non-executive Directors. It is chaired by the Chairman of the Board and further consists of the Chief Executive Officer and four Directors, one of whom is independent.

The Committee met four times in 2010. In addition to its powers under the Articles of Association and the Bekaert Charter, the Committee prepared the review by the full Board of the long term strategy of the Group in light of the economic, financial and geopolitical developments.

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