Board of directors and committees
The Board of Directors of Kinepolis Group consists of eight members, three of whom can be considered as independent of the majority shareholders and management. Executive Management is formed by the CEO, Eddy Duquenne.
|NAME||MANDATE||END OF MANDATE|
|nv Pentascoop, represented by Mr. Joost Bert (1)(2)||Chairman||2020|
|Mr. Philip Ghekiere (2)||Vice-Chairman||2020|
|Mr. Eddy Duquenne (3)||CEO||2020|
|bvba Marion Debruyne represented by Mrs. Marion Debruyne||Director||2021|
|bvba Pallanza Invest, represented by Mr. Geert Vanderstappen||Director||2022|
|bvba Mavac, represented by Mrs. Marleen Vaesen||Independent Director||2020|
|bvba SDL Advice, represented by Ms. Sonja Rottiers||Independent Director||2020|
|ebvba 4F, represented by Mr. Ignace Van Doorselaere||Independent Director||2021|
(1) Pentascoop nv was co-opted by the Board of Directors on 20 December 2018 following the resignation of Mr. Joost Bert
(2) Representing the majority shareholders
(3) Executive Director
The Board of Directors consists of eight members, three of whom can be considered as independent of the majority shareholders and management. These independent directors fulfil the criteria as stated in the Article 526 ter of the Companies Code ‘establishing the criteria for independent directors’ and were appointed upon nomination by the Board of Directors, which was advised on this matter by the Nomination and Remuneration Committee. The reference shareholders did not use their nomination right with regard to these appointments.
The Board regularly reviews the criteria for its composition and of its committees, in light of ongoing and future developments and expectations, as well as its strategic objectives. The Board gives appropriate attention to complementarity and diversity among its members, including gender and age diversity, and ensures a balance between innovation and continuity in order that the acquired knowledge and history can be passed on efficiently in the Board and its committees.
In this context, the board of Directors was supplemented in 2018 by Ms Marleen Vaesen (bvba Mavac) and Ms Sonja Rottiers (bvba SDL Advice) who, given their complementary profile, expertise and extensive management experience, bringing an added value to the Board of Directors.
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. Given the extensive knowledge and experience of Mr. Bert in the national and international cinema sector and the role he has played in the company in recent years, the Board of Directors therefore also appointed Mr Joost Bert as Chariman, being of the opinion that he is the appropriate person to assist Mr Duquenne, in his role as CEO, with the necessary support and advice, as well as assisting the Board of Directors in carrying out a high-quality dialogue with the shareholders, including the majority shareholders, and, consequently, to further contribute to sustainable value creation for the company and all its stakeholders.
The Board of Directors also appointed Mr Philip Ghekiere as Vice-Chairman. In this capacity, he will assist the Chariman in fulfilling his mandate and take over his role in the event of unavailablity.
Contrary to Stipulation 2.9 of the Belgian Corporate Governance Code 2009, the Board of Directors has not appointed a secretary, as it believes these duties can be fulfilled by the President assisted by the Senior Legal Advisor, bearing in mind the limited size of the Company.
Nomination and Remuneration Committee
In accordance with the possibility provided for in the Corporate Governance Code, Kinepolis Group nv 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 human resources, bearing in mind their previous and/or current business activities:
★ Pentascoop nv with Mr. Joost Bert, Chairman of Kinepolis Group nv, as the permanent representative ;
★ bvba SDL Advice (*), whose permanent representative is Mrs. Sonja Rottiers, the current CEO of Lloyds's Brussels and director of Leasinvest Real Estate ;
★ 4F ebvba, whose permanent representative is Mr. Ignace Van Doorselaere, CEO of Neuhaus.
Mr. Joost Bert is President of the Nomination and Remuneration Committee. The Chief Executive Officer may attend the meetings of the Nomination and Remuneration Committee (NRC) by invitation.
(*) Since 28 June 2018
Pursuant to Article 526 bis of the Companies Code, 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 was composed as follows:
★ Pallanza Invest bvba, whose permanent representative is Mr. Geert Vanderstappen, who combines five years’ experience as Corporate Officer at Generale Bank’s Corporate & Investment Banking with seven years’ operational experience as CFO at Smartphoto group nv and is now Managing Partner at Pentahold;
★ bvba 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 the Van de Velde group ;
★ bvba SDL Advice (*), whose permanent representative is Mrs. Sonja Rottiers, who after having held the position of CFO and CEO at Dexia Insurance and Axa Belgium, is currently the CEO of Lloyd's Brussels and Director of Leasinvest Real Estate.
Mr. Geert Vanderstappen is the Chairman of the Audit Committee. The Chief Financial Officer, the Chief Executive Officer and the internal auditor attend the meetings of the Audit Committee.
(*) Since 28 June 2018