Governance Report
Transcription
Governance Report
5 GOVERNANCE REPORT Governance Report 5.1 Corporate governance 5.2 Board of directors 5.3 Our management 5.1 Governance Report Corporate governance Corporate governance Managing Etex in the best interest of internal and external stakeholders is at the heart of what we do. In doing so, Etex commits to the principles of corporate governance. Etex’s management structure enables us to optimise our business performance and reduce potential risks. Etex’s overall management is shared between the • Chief Executive Officer (CEO) • Executive Committee • Board of Directors. The Strategy Committee Our day-to-day management is entrusted to the CEO and the Executive Committee. The members of the Executive Committee are the CEO, the Heads of Division, the Chief Financial Officer (CFO), the Chief Performance Officer (CPO), the Company Secretary and the HR Director. The Strategy Committee evaluates the Executive Committee’s strategic proposals and makes recommendations to the Board of Directors. It also reviews the Executive Committee’s proposals for acquisitions, divestments and geographical diversification. Board of Directors Setting the group strategy, our Board of Directors decides on major investments, while closely monitoring all corporate activities. The Board includes representatives from Etex’s shareholders and management, as well as independent directors. Registered Office SA Etex NV Avenue de Tervueren – Tervurenlaan 361 1150 Brussels (Belgium) Phone: +32 2 778 12 11 Fax: +32 2 778 12 12 E-mail: [email protected] Website: www.etexgroup.com 5.2 Our Board of Directors Executive Committee The Board of Directors has three dedicated committees to assist and advise on specific matters: the Strategy Committee, the Selection and Remuneration Committee, and the Risk and Audit Committee. 80 Governance Report Our Board of Directors Etex Annual Report 2015 The Selection and Remuneration Committee The Selection and Remuneration Committee selects potential Board members. It also determines the remuneration and benefits structure for Executive Committee members. Its job is to ensure incentives reflect market practices and are optimally designed to support Etex’s strategic goals. The Risk and Audit Committee This committee reviews Etex’s financial reporting processes and the statutory audit of the group’s annual accounts. Above all, the Risk and Audit Committee ensures the consistency and reliability of accounts and all other financial information submitted to the Board. Moreover, the Committee monitors Etex’s risk and internal control management systems. Auditors Ernst & Young, represented by Eric Golenvaux, for both the non-consolidated and consolidated accounts. Changes to the Board and Board Committees Paul Van Oyen has been attending the Board meetings since he was appointed CEO of Etex on 1 January 2015. On 27 May 2015, he became a member of the Board in the role of Managing Director. Caroline Thijssen and Guillaume Voortman joined the Board of Directors on 27 May 2015. Three members left the Board on the same day : Marc Nolet de Brauwere, Amaury Pelgrims de Bigard, and Philium bvba represented by Philippe Coens. The Board of Directors The Board of Directors met five times in plenary sessions throughout 2015. End of 2015, the members were • Jean-Louis de Cartier de Marchienne, chairman • Paul Van Oyen, managing director • Walter Emsens, director • Regnier Haegelsteen, director • Gustavo Oviedo, director • J. Alfons Peeters, director • Teodoro Scalmani, director • Christian Simonard, director • Caroline Thijssen, director • Philippe Vlerick, director • Guillaume Voortman, director The Strategy Committee The Strategy Committee met five times in 2015. End of 2015, the members were • Jean-Louis de Cartier de Marchienne, chairman • Walter Emsens • J. Alfons Peeters • Paul Van Oyen • Philippe Vlerick • Secretary: Karel De Wilde The Selection and Remuneration Committee In 2015, the Selection and Remuneration Committee met four times. End of 2015, its members were • Christian Simonard, chairman • Jean-Louis de Cartier de Marchienne • Caroline Thijssen • Paul Van Oyen • Philippe Vlerick • Secretary: Myriam Macharis The Risk and Audit Committee In 2015, the Risk and Audit Committee met four times. End of 2015, the members were • Regnier Haegelsteen, chairman • Teodoro Scalmani • Guillaume Voortman • Secretary: Karel De Wilde 81 5.3 Governance Report Our management Etex Annual Report 2015 Governance Report Our management Our management During the first quarter our executive committee was adapted to reflect our new structure, which is now arranged in five global divisions. Four members are each responsible for one of our global business divisions. Our CEO represents the fifth one, Industry. Representing each of our support functions and their objectives are our HR Director, Chief Performance Officer, Legal Counsel and Chief Finance Officer. On 1 April 2016, Etex’s Executive Committee members are (from left to right) Paul Van Oyen CEO At Etex since 1990 Alexander Carnevale Chief Performance Officer At Etex since 2016 André Hoste Head of Etex Roofing Division At Etex since 1979 Mel de Vogue Chief Financial Officer At Etex since 2015 Karel De Wilde Company Secretary At Etex since 2008 Frédéric Deslypere Head of Latin American Region Head of Etex Ceramics Division At Etex since 1991 Michael Fenlon Head of Etex Cladding Division At Etex since 1998 Jean-Pierre Hanin Head of Etex Building Performance Division At Etex since 2013 Myriam Macharis HR Director At Etex since 1983 82 83