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Implication and
integrity of Directors
Independent judgement
All of the directors take their decisions based solely on their own,
independent judgement. Decisions are taken by a majority of votes.
Each director has the possibility to record their opinion or
comments in the minutes. In the event that the minutes are not
approved, the reason for such non-approval is formally noted.
Information
Directors are always requested to carefully study the information
they receive prior to the meetings, in order to have a perfect
understanding of the main aspects of the company's activities. If
they so wish, they can receive additional information from the
Managing Director, othermembers of the Executive Committee or other
people who work for the company. The Managing Director reports to
the Board before each meeting on the sales results, consolidated key
figures, investments and other relevant information which will
enable the directors to assess the company's evolution.
Assessment of the strategy and general policy
As the Managing Director is the sole executive director, assessment
of the strategy, major policy and management directions is always
conducted by the full Board of Directors, deliberating and taking
its decisions as a collective group.
Conflicts of interest
In the event that a conflict of interest arises for a director or
his permanent representative, he should inform the other members of
the Board of Directors and the external auditor. The Board of
Directors shall ensure that the procedure outlined in article 523 of
the Companies Code and for the communication of conflicts of
interest are respected. During the course of the 2005 financial year,
the Board of Directors will oversee the preparation of a specific
regulation for transactions or other contractualrelations between
directors or Executive Committee members on the one hand and
Deceuninck NV on the other which are not covered by the legal
provisions governing conflicts of interest.
Insider dealing and market manipulation
All of the directors and Executive and Management Committee members
have signed the regulation "Policy for the prevention of abuse
relating to privileged information", which strictly governs the
possibility for directors and Executive and Management Committee
members to acquire and dispose of company shares and provides for
the respecting of a waiting period.
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