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Procedure for
the nomination
Nomination procedure
As from 1st January 2005, the Remuneration Committee will also assume
the task of the Nomination Committee. After in-depth assessment of the
profile which potential candidates should comply with, the committee
will submit a nomination proposal to the Board of Directors. After
approval by the Board of Directors, this nomination proposal will be
submitted to the General Meeting which will have the final say on the
nomination. The members of the Board of Directors shall receive all of
the information required prior to the Board meeting during which the
nomination of a candidate will be debated. The Board of Directors
shall ensure that the General Meeting which should decide on the
nomination has sufficient information about the potential director. A
CV shall be made available to the General Meeting. Non-executive
members will be required to devote the necessary time to the execution
of their mandate. They shall not hold more than five directorship
mandates in listed companies and shall immediately notify the Chairman
of any fundamental changes in their other commitments.
Introduction of new directors
New directors will follow an appropriate introduction program in order
to be able to develop a true and faithful image of the company. These
programs already exist on an informal basis. The Board of Directors is
currently examining the appropriateness of formalizing them. The new
Audit Committee members should familiarize themselves with the Audit
Committee Charter and shall be informed of the various internal
systems for controlling and managing risks. A meeting with the
external auditor is also envisaged. If a director wishes to develop
any of their skills or areas of knowledge, they can submit a request
the Board of Directors for appropriate training. The answer to any
such request will be decided upon by the Board.
Assessment
At least three times a year and in practice on a permanent basis, the
Board of Directors shall assess its composition, functionality and
interactions with the Executive Committee. The services of the Board
and Committees are assessed on a permanent basis but do not follow any
formal procedures. It is thus possible to operate flexibly if it is
deemed necessary. The Board of Directors is currently examining the
appropriateness of formalizing these assessments.
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