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
 
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.