In accordance with company law, the audit committee governs the financial reporting process, the effectiveness of the internal control and risk management systems of the company, the internal audit, the statutory control of the annual accounts and the consolidated accounts, and the Auditor's independence. The Audit committee’s terms of reference are included in the Corporate Governance Charter.
The Audit committee consists as of 26 May 2015 of five members. All members are non-executive directors and three members, one of which is the Chairman, are independent directors in the sense of article 526ter of the Belgian Companies Code.
Mr. Dirk VERBRUGGEN, General Counsel and General Secretary, acts as Secretary of the Audit committee.
The composition of the Audit committee complies with the stipulations of Recticel NV’s articles of association and the relevant provisions of the Belgian Companies Code, and as from 26 May 2015 complies with 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.
In accordance with article 526bis of the Companies Code, Recticel NV declares that the Chairman of the Audit committee, Mr. Luc MISSORTEN, meets the independence requirements and that he possesses the requisite expertise in accounting and auditing.
The following table contains the members of the Audit committee during the financial year 2015 to date.
|Luc MISSORTEN (1)||Chairman|
|Pierre-Yves de LAMINNE de BEX (1)||Member|
|Ingrid MERCKX (1)||Member|
|Johnny THIJS (1)||Member|
(1) as from 26 May 2015
The Audit committee convened six times in 2015. Two meetings were devoted primarily to the audit of the annual accounts per 31 December 2014 and the interim accounts per 30 June 2015. All meetings also focus on the internal audit program, risk management, compliance, taxation and IFRS related accounting questions.
The Audit Committee conducts each year an informal self-assessment of its functioning during one of its meetings and reserves the necessary time to discuss and analyze the same.