Composition
The Board of Directors is composed of a Managing Director, three independent directors and four directors representing the reference shareholder. The directors are appointed for a maximum period of four years. Directors whose mandates are due to expire can always be re-elected. The articles of association impose no age limit on directors.

Independent Directors
The independence of directors is assessed on the basis of the criteria stipulated in Article 524, §4, paragraph two of the Belgian Companies Code. Independent directors are all active in various fields and their training and professional experience is substantially different.

Particular duties
The directors representing the reference shareholder are regularly assigned special missions and projects such as the management of the company’s property assets, representing the company at Belgian and international events, etc.

Chairman
The Chairman is responsible for leading and the effective running of the Board of Directors, for which he establishes the agenda, in consultation with the Managing Director. He oversees that the procedures relating to the preparation, deliberation and approval of decisions are properly respected and applied. He ensures that all of the directors receive the information and documentation in good time which relate to each of the points on the agenda, so that they can prepare for the Board meeting.
The dates of the meetings are fixed at the start of the year following a proposal by the Chairman. Each meeting is recorded in minutes, which are drafted by the Secretary of the Board, who is also the CFO of Deceuninck NV.

Board meetings in 2007
In 2007, the Board of Directors convened eight times at the company’s head offices in Roeselare, Belgium. All directors were present at the meetings of 26 March, 7 May, 28 June, 30 October and 6 and 7 December, while one director was excused at each of the meetings of 22 February and 14 September 2007.

At the end of the meeting of 7 December 2007, a further meeting was held in which the CEO did not take part, as is customary each year.