Corporate Governance
Punch Telematix sets great importance on correct and transparent communication of information to its interested parties: shareholders, partners, tenants, suppliers and others. The corporate governance principles, the principles of sound management, form the basis of the daily decision-making.
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.
The Board of Directors believes that the company, excluding the deviations described above, complies with all the principles and conditions of the Code.
On 12 March 2009 the Commission Corporate Governance published the 2009 edition of the Belgian Corporate Governance Code (‘Code 2009'). At the moment it is only available in English. The Dutch version will be available at the end of May 2009. The Code 2009 replaces the previous version from 2004. The Code 2009 will be made available on this website, with information about any deviations.