Board of directors and committees
The Board of Directors of Kinepolis Group consists of eight members, seven of whom have a non-executive role, and four of whom are to be considered independent of the reference shareholders and the management. The Executive Management is formed by the CEO, Eddy Duquenne.
|NAME||MANDATE||END OF MANDATE|
|NV Pentascoop, represented by Mr. Joost Bert (1)||Chairman||2024|
|Mr. Philip Ghekiere (1)||Vice-Chairman||2024|
|Mr. Eddy Duquenne (2)||Managing Director||2024|
|BV Marion Debruyne represented by Mrs. Marion Debruyne||Independent Director||2023|
|BV Pallanza Invest, represented by Mr. Geert Vanderstappen||Director||2022|
|BV Mavac, represented by Mrs. Marleen Vaesen||Independent Director||2022|
|BV SDL Advice, represented by Ms. Sonja Rottiers||Independent Director||2022|
|BV 4F, represented by Mr. Ignace Van Doorselaere||Independent Director||2023|
(1) Representing the reference shareholders
(2) Executive Director
From 8 May 2019, the Board of Directors consists of eight members, seven of whom have a non-executive role, and four of whom are to be considered independent of the reference shareholders and the management. As the new BCAC no longer stipulates that directors who have held three consecutive mandates can no longer sit as independent directors, the Company considers Ms. Debruyne, who has held her third consecutive mandate from 2019 and has not been nominated on the proposal of the reference shareholders, as a de facto independent director since 1 January 2020, as she met all the criteria listed in Article 7:87 §1 of the BCAC and the 2020 Code. The other independent directors also fulfil the above-mentionned criteria and were appointed on the recommendation of the Board of Directors, which was advised on this by the Nomination and Remuneration Committee. The reference shareholders did not exercise their nomination right with regard to these appointments.
Furthermore, the Board regularly reviews the criteria for its composition and that of its committees, in light of ongoing and future developments, expectations and the risks to which the Company may be exposed, as well as its strategic objectives. The Board pays due attention in this regard to complementarity and diversity among its members, including gender and age diversity, while ensuring that a balance is maintained between renewal and continuity, in order to enable the acquired knowledge and history to be passed on efficiently, while still being able to stay on top of new social and other trends, both in the Board and its committees.
The chairmanship of the Board of Directors is held by Pentascoop nv(1), with Mr Joost Bert as its permanent representative, who, after a career of 20 years as CEO of the Company, preferred to continue his role within the Company as Chairman of the Board of Directors in 2018. In view of his extensive knowledge and experience in the national and international cinema sector, Mr Bert is the right person to assist Mr Duquenne, in his role as CEO, with the necessary support and advice, among other things with regard to strategy development, as well as to support the Board of Directors in conducting a high-quality dialogue with the shareholders, including the reference shareholders, and to thereby further contribute to sustainable value creation for the Company, with a focus on the long-term interests of all stakeholders.
Mr Philip Ghekiere, as Vice-Chairman, assists the Chariman in th fulfilment of his mandate and will take over his role in the event of unavailablity.
Contrary to Stipulation 3.19 et seq. of the Belgian Corporate Governance Code 2020, the Board of Directors has not appointed a secretary, as it believes that, bearing in mind the limited size of the Company, these duties can be fulfilled by the Chairman, assisted by the Corporate Counsel.
Nomination and Remuneration Committee
In accordance with the applicable governance rules, the Company has one joint committee – the Nomination and Remuneration Committee.
This committee consists of the following non-executive directors, the majority of whom are independent directors with the necessary expertise and professional experience in the field of human resources, given their previous and/or current professional activities:
★ Pentascoop NV with Mr. Joost Bert, Chairman of Kinepolis Group nv, as the permanent representative ;
★ BV SDL Advice, whose permanent representative is Mrs. Sonja Rottiers, currently CEO and executive director of Lloyds Insurance Company SA ;
★ 4F BV, whose permanent representative is Mr. Ignace Van Doorselaere, CEO of Neuhaus.
The CEO may attend the meetings of the Nomination and Remuneration Committee (NRC) by invitation, whithout participating in the deliberations or decisions.
In accordance with the applicable rules in this respect, the Audit Committee is exclusively composed of non-executive directors of whom the majority are also independent. The Audit Committee, as a whole, has the appropriate expertise with regard to accounting and auditing and is composed as follows:
★ Pallanza Invest BV, whose permanent representative is Mr. Geert Vanderstappen, who combines five years’ experience as Corporate Officer at Corporate & Investment Banking at the Generale Bank with seven years of operational experience as Finance Director at Smartphoto Group nv and who is currently Managing Partner at Pentahold NV;
★ BV Mavac, whose permanent representative is Mrs. Marleen Vaesen, who, among other things, has held the position of CEO at Greenyard, and is currently CEO of Van de Velde NV;
★ BV SDL Advice, whose permanent representative is Mrs. Sonja Rottiers, who, after having held the position of CFO and CEO at Dexia Verzekeringen and Axa Belgium, is currently the CEO and executive director of Lloyd's Insurance Company SA.
Mr. Geert Vanderstappen is the Chairman of the Audit Committee. The CFO, the CEO, the Chairman of the Board of Directors, the Vice-Chairman and the internal auditor attend the meetings of the Audit Committee.