Recticel publishes its Corporate Governance Charter (see menu tab at the left) in accordance with the requirements of the Belgian Corporate Governance Code 2009. The latest version is dated 26 March 2015. Any interested party can download the Charter there, or request a copy from the company’s registered office. The Charter contains a detailed description of the governance structure and the company’s governance policy.
Recticel uses the Belgian Governance Code of 2009 as reference code, which can be found on the website of the Corporate Governance Committee (www.corporategovernancecommittee.be).
Before the Shareholders’ Meeting of 26 May 2015, Recticel complied with all recommendations contained in the reference code, except with the following provisions:
- principle 5.2. /4. of the Belgian Corporate Governance Code 2009 which provides that at least the majority of the members of the Audit committee must be independent. Recticel’s Board of Directors contended however that Mr. DAVIGNON and Mr. VANDEPOEL had proven a de facto independence stature, though they no longer met the legal independence requirements, only due to their term as director exceeding twelve years.
As from the Ordinary General Shareholders’ Meeting of 26 May 2015, Recticel complies with all recommendations contained in the reference code and the situation has been regularized.
This chapter contains information regarding corporate governance in general and, the application of the Code during the last financial year in particular.
In accordance with the Belgian Companies Code, the Board of Directors is authorized to undertake all necessary actions to achieve the company’s objective, except those that only the general meeting is authorized to perform by law. The authority granted to the Board of Directors was not further limited in the articles of association.
The terms of reference of the Board of Directors are described in more detail in Recticel’s Corporate Governance Charter.