In accordance with the original Belgian Code on Corporate Governance published in 2004, the Board of Directors has, on 16 December 2005, adopted the Bekaert Corporate Governance Charter.
Following the publication of the 2009 Belgian Code on Corporate Governance, the Board of Directors has, on 22 December 2009, adopted the 2009 Code as the reference code for Bekaert and revised the Bekaert Corporate Governance Charter.
The Bekaert Corporate Governance Charter was further revised by the Board of Directors on 13 November 2014, on 28 July 2016 and on 28 February 2019 (the “Bekaert Charter”).
Bekaert complies in principle with the Belgian Corporate Governance Code, and explains in the Bekaert Charter and in this Corporate Governance Statement why it departs from some of its provisions.
The Belgian Corporate Governance Code is available at www.corporategovernancecommittee.be.
The Bekaert Corporate Governance Charter is available at www.bekaert.com.
The Board of Directors currently consists of fifteen members, who are appointed by the General Meeting of Shareholders.
Eight of the Directors are appointed from among candidates nominated by the principal shareholder. The Chairman and the Chief Executive Officer are never the same individual. The Chief Executive Officer is the only Board member with an executive function. All other members are non-executive Directors.
Five of the Directors are independent in accordance with the criteria of Article 526ter of the Belgian Companies Code and provision 2.3 of the Belgian Corporate Governance Code: Celia Baxter (first appointed in 2016), Pamela Knapp (first appointed in 2016), Martina Merz (first appointed in 2016), Colin Smith (first appointed in 2018) and Mei Ye (first appointed in 2014).
Contrary to provision 4.5 of the Belgian Corporate Governance Code, according to which non-executive directors should not consider taking on more than five directorships in listed companies, Ms Merz accepted a sixth directorship in a listed company in November 2018 (Chairwoman of the Supervisory Board of thyssenkrupp AG). Ms Merz will resign as Director of the Company at the close of the Annual General Meeting of 8 May 2019.
The Board met on ten occasions in 2018: there were six regular meetings and four extraordinary meetings. In addition to its statutory powers and powers under the Articles of Association and the Bekaert Charter, the Board of Directors discussed the following matters, among others, in 2018:
| Name | First appointed | Expiry of current Board term |
Principal occupation (4) | Number of regular/ extraordinary meetings attended |
|---|---|---|---|---|
| Chairman | ||||
| Bert De Graeve(1) | 2006 | 2019 | NV Bekaert SA | 10 |
| Chief Executive Officer | ||||
| Matthew Taylor | 2014 | 2022 | NV Bekaert SA | 10 |
| Members nominated by the principal shareholder | ||||
| Leon Bekaert | 1994 | 2019 | Director of companies | 9 |
| Gregory Dalle |
2015 | 2019 | Managing Director, Credit Suisse International, Investment Banking and Capital Markets |
10 |
| Charles de Liedekerke | 1997 | 2019 | Director of companies | 10 |
| Christophe Jacobs van Merlen | 2016 | 2020 | Managing Director, Bain Capital Private Equity (Europe), LLP (UK) | 10 |
| Hubert Jacobs van Merlen | 2003 | 2019 | Director of companies | 10 |
| Maxime Jadot | 1994 | 2019 | CEO and Chairman of the Executive Board, BNP Paribas Fortis (Belgium) | 7 |
| Emilie van de Walle de Ghelcke | 2016 | 2020 | Senior Legal Counsel, Sofina (Belgium) | 9 |
| Henri Jean Velge | 2016 | 2020 | Director of Companies | 9 |
| Independent Directors | ||||
| Celia Baxter | 2016 | 2020 | Director of companies | 8 |
| Alan Begg(2) | 2008 | 2018 | Director of companies | 2 |
| Pamela Knapp |
2016 | 2020 | Director of Companies | 9 |
| Martina Merz |
2016 | 2020 | Director of Companies |
8 |
| Colin Smith(3) | 2018 | 2022 | Independent director of and advisor to companies | 6 |
| Mei Ye | 2014 | 2022 | Independent director of and advisor to companies | 8 |
(1) Bert De Graeve was first appointed as Board Member in 2006. In 2014, he became Chairman of the Board.
(2) Until the Annual General Meeting in May 2018.
(3) As of the Annual General Meeting in May 2018.
(4) The detailed résumés of the Board members are available at www.bekaert.com.
The Board of Directors has established four advisory Committees.
The Audit and Finance Committee is composed as required by Article 526bis §2 of the Companies Code: all of its four members are non-executive Directors and one member, Ms Pamela Knapp, is independent. Ms Knapp’s competence in accounting and auditing is demonstrated by her former position as Chief Financial Officer of the Power Transmission and Distribution Division of Siemens (from 2004 to 2009) and her position as Chief Financial Officer of GfK SE (from 2009 to 2014). The Committee members as a whole have competence relevant to the sector in which the Company is operating. Mr Hubert Jacobs van Merlen chairs the Committee.
Contrary to provision 5.2/4 of the Belgian Corporate Governance Code, according to which at least a majority of the members should be independent, Bekaert takes the view that the Audit and Finance Committee should reflect the balanced composition of the full Board.
The Chief Executive Officer and the Chief Financial Officer are not members of the Committee, but are invited to attend its meetings. This arrangement guarantees the essential interaction between the Board of Directors and the Executive Management.
| Name | Expiry of current Board term |
Number of regular/ extraordinary meetings attended |
|---|---|---|
| Hubert Jacobs van Merlen | 2019 | 15 |
| Bert De Graeve | 2019 | 15 |
| Pamela Knapp | 2020 | 13 |
| Christophe Jacobs van Merlen |
2020 | 13 |
The Committee had four regular and eleven extraordinary meetings in 2018. In addition to its statutory powers and its powers under the Bekaert Charter, the Committee discussed the following main subjects:
The Nomination and Remuneration Committee is composed as required by Article 526quater §2 of the Companies Code: all of its three members are non-executive Directors. It is chaired by the Chairman of the Board and its other members are independent. The Committee’s competence in the field of remuneration policy is demonstrated by the relevant experience of its members.
| Name | Expiry of current Board term |
Number of meetings attended |
|---|---|---|
| Bert De Graeve | 2019 | 3 |
| Celia Baxter | 2020 | 5 |
| Alan Begg(1) | 2018 | 1 |
| Martina Merz(2) |
2020 | 4 |
(1) Until the Annual General Meeting in May 2018.
(2) As of the Annual General Meeting in May 2018.
Two of the Directors nominated by the principal shareholder and the Chief Executive Officer are invited to attend the Committee meetings without being a member.
The Committee met five times in 2018. In addition to its statutory powers and its powers under the Bekaert Charter, the Committee discussed the following main subjects:
The Strategic Committee has six members, five of whom are non-executive Directors. It is chaired by the Chairman of the Board and further consists of the Chief Executive Officer and four Directors.
| Name | Expiry of current Board term |
Number of meetings attended |
|---|---|---|
| Bert De Graeve | 2019 | 3 |
| Leon Bekaert | 2019 | 3 |
| Charles de Liedekerke | 2019 | 3 |
| Maxime Jadot |
2019 | 3 |
| Martina Merz |
2020 | 3 |
| Matthew Taylor |
2022 | 3 |
The Committee met three times in 2018 and discussed the Bekaert strategy as well as various strategic projects.
In the course of 2018, the Board of Directors established an ad hoc advisory committee that focuses on BBRG, in accordance with Section II.5.2 of the Bekaert Charter.
The BBRG Committee has three members: all of its three members are non-executive directors. It is chaired by Mr Grégory Dalle. The Chief Executive Officer is not a member of the Committee, but is invited to attend its meetings.
| Name | Expiry of current Board term |
Number of meetings attended |
|---|---|---|
| Gregory Dalle | 2019 | 8 |
| Charles de Liedekerke | 2019 | 8 |
| Martina Merz | 2020 | 8 |
The Committee met eight times in 2018.
The main features of the process for evaluating the Board of Directors, its Committees and the individual Directors are described in this section and in paragraph II.3.4 of the Bekaert Charter. The Chairman is in charge of organizing periodic performance appraisals through an extensive questionnaire that addresses:
In 2018, a performance appraisal was conducted of the Chief Executive Officer and of the Chairman.
Since the Annual General Meeting of 11 May 2016, the Company is compliant with the legal requirement that at least one third of the members of the Board of Directors are of the opposite gender.
More information on diversity is available in Bekaert’s Group-wide Sustainability report.
The Bekaert Group Executive (BGE) has the collective responsibility to deliver the long-term and short-term objectives of the Group. It is chaired by the Chief Executive Officer.
On 1 March 2018, Mr Jun Liao became a member of the Bekaert Group Executive and was appointed Executive Vice President North Asia.
On 15 November 2018, Bekaert announced the departure of Beatríz García-Cos, Chief Financial Officer. Frank Vromant, Executive Vice President Bekaert Americas, was appointed Chief Financial Officer ad interim with immediate effect, in addition to his executive responsibilities for the Regional Operations Latin America.
After 36 years with Bekaert, and a lifelong career built on business and technology expertise, Geert Van Haver, Chief Technology Officer retired on 31 December 2018. The responsibilities of Geert Van Haver have since then been coordinated internally, initially with a direct reporting line to the Chief Executive Officer and since 1 March conform the new organizational structure.
| Name | Position | First appointed |
|---|---|---|
| Matthew Taylor | Chief Executive Officer | 2013 |
| Rajita D’Souza | Chief Human Resources Officer | 2017 |
| Beatríz García-Cos(1) | Chief Financial Officer | 2016 |
| Lieven Larmuseau |
Executive Vice President Rubber Reinforcement Business Platforms | 2014 |
| Jun Liao(2) | Executive Vice President North Asia | 2018 |
| Curd Vandekerckhove | Executive Vice President Global Operations | 2012 |
| Geert Van Haver(3) | Chief Technology and Engineering Officer | 2014 |
| Stijn Vanneste | Executive Vice President Europe, South Asia and South East Asia | 2016 |
| Piet Van Riet | Executive Vice President Industrial Products and Specialty Products Business Platforms, Marketing & Commercial Excellence | 2014 |
| Frank Vromant | Chief Financial Officer ad interim(4) and Executive Vice President Latin Americas | 2011 |
(1) Until 15 November 2018.
(2) As of 1 March 2018.
(3) Until the end of 2018.
(4) As of 15 November 2018.
As announced on 1 March 2019, the composition of the BGE changes according to the new organizational structure.
The BGE is composed of representatives of global business units and global functions.
As of 1 March 2019, the BGE consists of following members:
| Name | Position | First appointed |
|---|---|---|
| Matthew Taylor | Chief Executive Officer | 2013 |
| Frank Vromant | Chief Financial Officer ad interim | 2011 |
| Rajita D’Souza | Chief Human Resources Officer | 2017 |
| Curd Vandekerckhove |
Chief Operations Officer | 2012 |
| (external recruitment) | Chief Strategy Officer | |
| Lieven Larmuseau | Divisional CEO Rubber Reinforcement ad interim | 2014 |
| Stijn Vanneste | Divisional CEO Steel Wire Solutions | 2016 |
| Jun Liao | Divisional CEO Specialty Businesses | 2018 |
Mr Brett Simpson, CEO Bridon-Bekaert Ropes Group, is not a member of the BGE, but is invited to attend its meetings.
Statutory conflicts of interest in the Board of Directors
In accordance with Article 523 of the Companies Code, a member of the Board of Directors should give the other members prior notice of any agenda items in respect of which he has a direct or indirect conflict of interest of a financial nature with the Company, and should refrain from participating in the discussion of and voting on those items. A conflict of interest arose on three occasions in 2018, and the provisions of Article 523 were complied with on such occasions.
On 27 February 2018, the Board had to determine the remuneration of the Chief Executive Officer (amongst which the proposed short term variable remuneration of € 477 521 on account of his 2017 performance and the proposed mid-term variable remuneration of € 95 504 in respect of the period 2015-2017). Excerpt from the minutes:
RESOLUTION
On the motion of the Nomination and Remuneration Committee, the Board:
RESOLUTION
On the motion of the Nomination and Remuneration Committee, the Board approves the mid-term variable remuneration payable in respect of the period 2015-2017, payable in March 2018.
RESOLUTION
On the motion of the Nomination and Remuneration Committee, the Board approves the short-term variable remuneration objectives for the CEO in respect of 2018 as modified by the Board.
On 14 November 2018, the Board discussed and had to decide on the new executive compensation plan. The executive compensation plan is also applicable to the Chief Executive Officer. Excerpt from the minutes:
RESOLUTION
On the motion of the Nomination and Remuneration Committee, the Board resolves to stop granting stock options and to move fully to performance share units, as proposed by management, within the framework of the current Performance Share Plan 2018-2020.
On 20 December 2018, the Board discussed and had to decide on the 2019-2021 performance conditions for the performance share units. The 2019-2021 performance conditions are also applicable to the Chief Executive Officer. Excerpt from the minutes:
RESOLUTION
The Board authorizes the Nomination and Remuneration Committee to finalize the 2019-2021 performance conditions based upon the following:
Other transactions with Directors and Executive Management
The Bekaert Charter contains conduct guidelines with respect to direct and indirect conflicts of interest of the members of the Board of Directors and the BGE that fall outside the scope of Article 523 of the Companies Code. Those members are deemed to be related parties to Bekaert and have to report, on an annual basis, their direct or indirect transactions with Bekaert or its subsidiaries. Bekaert is not aware of any potential conflict of interest concerning such transactions occurring in 2018 (cf. Note 7.5 to the consolidated financial statements).
Market abuse
In accordance with provision 3.7 of the Belgian Corporate Governance Code, the Board of Directors has, on 27 July 2006, promulgated the Bekaert Dealing Code. As a result of the EU Market Abuse Regulation, the Board of Directors has, on 28 July 2016, approved a new version of the Bekaert Dealing Code, effective 3 July 2016. The Bekaert Dealing Code is included in its entirety in the Bekaert Charter as Appendix 4. The Bekaert Dealing Code restricts transactions in Bekaert financial instruments by members of the Board of Directors, the BGE, senior management and certain other persons during closed and prohibited periods. The Code also contains rules concerning the disclosure of executed transactions by leading managers and their closely associated persons through a notification to the Company and to the Belgian Financial Services and Markets Authority (FSMA). The Company Secretary is the Dealing Code Officer for purposes of the Bekaert Dealing Code.
