Remuneration and Nomination Committee
The Remuneration and Nomination Committee makes proposals to the Board of Directors regarding the remuneration policy and the individual remuneration of directors and members of the Management committee and prepares and explains the remuneration report at the Ordinary General Meeting. They also make the necessary proposals regarding the evaluation and re-appointment of directors as well as the appointment and induction of new directors. The terms of reference of the Remuneration and Nomination Committee are included in Recticel’s Corporate Governance Charter.
The Remuneration and Nomination Committee consists as from 26 May 2015 of four members, all non-executive directors, of which three are independent directors.
Mr. Dirk VERBRUGGEN, General Counsel and General Secretary, fulfils the role of secretary of the Remuneration and Nomination Committee.
The composition of the Remuneration and Nomination committee meets the requirements with respect to the Companies Code, as well as the requirements of the Belgian Corporate Governance Code.
The committee is composed as follows: (06 May 2016)
|Johnny THIJS (1) (2)||Chairman|
|Marion DEBRUYNE (3)||Member|
|Kurt PIERLOOT (4)||Member|
|Frédéric VAN GANSBERGHE (5) (6)||Member|
|(1) In his capacity as Permanent Representative of JOHNNY THIJS BVBA|
|(2) Start of mandate 26/05/2015|
|(3) In her capacity as Permanent Representative of MARION DEBRUYNE BVBA|
|(4) Start of mandate 26/05/2015|
|(5) In his capacity as Permanent Representative of ENTREPRISES ET CHEMIN DE FER EN CHINE SA|
|(6) Start of mandate 26/05/2015|
In accordance with article 526quater of the Companies Code, Recticel declares that the Remuneration and Nomination committee possesses the necessary expertise in the area of remuneration policy.
The Remuneration and Nomination committee convened five times in 2015.
These meetings dealt with the fixed and variable remuneration of the executive management as well as with the election and re-election of directors.
The set-up and functioning of the Remuneration and Nomination Committee was thoroughly reviewed at the end of 2010 following the introduction of the Law dated 6 April 2010 amending the Belgian Companies Code and introducing an article 526quater, whereby the setting-up of a Remuneration and Nomination Committee has become mandatory for Belgian listed companies.
Consequently, the Remuneration and Nomination Committee conducts each year an informal self-assessment of its functioning during one of its meetings and reserves the necessary time to discuss and analyse the same.