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Structure
Corporate Governance Strategy and
general policy
Deceuninck NV is managed by a Board of Directors operating jointly and
as a group. The Board of Directors is the most powerful body in the
company and has the broadest powers to undertake all required or
relevant actions in the accomplishment of its objective, except those
actions falling to the General Meeting, in accordance with the law and
the company's articles of association. The Board of Directors is
responsible for corporate leadership and controlling risks associated
with Deceuninck NV's activities, with a view to the company's
long-term success. Apart from its legal and statutory powers, the
Board of Directors also has the following missions:
- definition of the Group's strategic objectives;
- approval of the four-year strategic plan;
- approval of the management plan;
- approval of annual budgets;
- quality control of information circulated to shareholders and the
public;
- taking all relevant and appropriate measures to maintain the company's
internal control and risk management systems;
- checking activities and the independence of the external auditor and
the independent operation of internal auditing;
- taking decisions on the acquisition of enterprises, major
organisational changes and the acquisition or disposal of land and
buildings.
The Board of Directors ensures that the necessary human and financial
resources are available for the accomplishment of the company's
objectives. It reports on the accomplishment of its missions to the
General Meeting.
Executive Management
The Board of Directors defines the structure, remit and obligations of
the executive management, following a proposal by the Managing
Director. The operational management is entrusted to the Managing
Director, who is assisted by the Executive Committee. This committee
is assisted in this by the Management Committee and the Strategic
Planning Committee, each fulfilling their specific mission. The
Strategic Planning Committee is made up of members of the Executive
and Management Committees and all the general directors of the Belgian
and foreign subsidiaries. They meet at least twice a year and deal
with issues of a strategic nature.
Control
The Board of Directors closely monitors the accomplishment of the
company's strategy and general policy. Adjustments are made where
appropriate.
Risks are assessed and managed on a continuous basis. To this end, the
Board assisted by the Audit Committee monitors the independent
operation of internal auditing and ensures that the Executive
Committee implements effective internal control and risk management
systems.
The Board also guarantees the integrity of the annual financial
statements. The financial results are first subjected to an in-depth
analysis by the Audit Committee, before being approved during a
plenary session of the Board. Interim financial results, including
quarterly and half-year results, are also assessed and reported on by
the Board of Directors.
Executive Committee and Management Committee members, and the
directors of the foreign subsidiaries are regularly invited to present
the activities of their respective divisions or departments to the
Board of Directors, paying particular attention to the scope and
implementation of the company's strategic plan. An informal Board
meeting, in which members of the Executive and Management Committees
and regional directors take part, is also organized every year at the
same time as the annual General Meeting.
Chairman and CEO
The Chairman of the Board of Directors is Mr. Arnold Deceuninck,
whilst the executive responsibility for operational management is
entrusted to the Managing Director, Mr. Clement De Meersman (CEO).
The distribution of the respective duties of the Chairman and the CEO
is formally decreed. |
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