Corporate Governance

The company’s corporate governance charter has been adopted in accordance with the recommendations set out in the Belgian Code on Corporate Governance (the ‘Code’) issued on 9 December 2004 by the Belgian Corporate Governance Committee.

Corporate governance has been defined in the Code as a set of rules and behaviours according to which companies are managed and controlled. The Code is based on a ‘comply or explain’ system: Belgian listed companies should follow the Code, but may deviate from its provisions and guidelines (though not from the principles) provided they disclose the justification for such deviation.

The company’s Board of Directors intends to comply with the Belgian Code for Corporate Governance, but believes that certain deviations from its provisions are justified in view of the company’s particular situation. These deviations are further explained below.

Due to the size of the company, the Board of Directors has combined the nomination committee and the remuneration committee and has not set up a management committee in accordance with article 524bis of the Belgian Companies Code.

Given the relatively small size of the company and its executive management team, the company does not deem it necessary at this stage to draft separate terms of reference for the executive management and thus has decided to deviate from principle 6.1 of the Belgian Code on Corporate Governance.

The members of the company’s executive management meet regularly and have established an intense and informal working relationship.

The company does not believe that clear procedures for the decision-making and reporting to the Board of Directors are required at this stage. Consequently, the company has decided to deviate from principle 6.6 of the Belgian Code on Corporate Governance.

Although the company’s non-executive directors regularly assess their interaction with the executive management, given the relatively small size of the company, they do not meet annually in the absence of the CEO and the other executive directors. The company thus deviates from principle 4.12 of the Belgian Code on Corporate Governance.

Finally, also due to the size of the company, the company has not appointed a secretary and consequently deviates from principle 2.8 of the Belgian Code on Corporate Governance.