Investor Relations: Corporate Governance
Structure Corporate Governance
Composition of the Board of Directors
Implication and integrity of Directors

Procedure for the nomination
Committees established by the board of directors
Executive Management
Remuneration
Relations between the company and its shareholders
Bylaws
Charter Corporate Governance
 
 
  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.