Board of directors and committees

Composition

From 8 May 2019, the Board of Directors consists of eight members, seven of whom have a non-executive role, and five of whom are to be considered independent of the reference shareholders and the management. The Company considers Marion Debruyne BV, with Mrs. Debruyne as permanent representative, as an independent director within the meaning of article 7:87 §1 of the BCAC and article 3.5 of the Corporate Governance Code 2020 except the fact that the mandate has been held for more than 12 years what in view of the Company does not compromise the independent state of mind of the director who has always executed the mandate independent from the vision of the Executive Management and the reference shareholders and has at all times used her special and specific knowledge and know how, amongst others resulting from its academic career, exclusively in the interests of the Company and all stakeholders.

The other independent directors fulfil all the criteria described in the BCAC and the Corporate Governance Code 2020 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, in view of his extensive knowledge and experience in the national and international cinema sector, assists the CEO, with respect for his executive responsibilities, with the necessary support and advice. He also supports the Board of Directors in conducting a high-quality dialogue with the shareholders, including the reference shareholders, and thereby further contributes to sustainable value creation for the Company, with a focus on the long-term interests of all stakeholders.

As from fiscal 2022 the role of vice-chair will not longer be filled in and in case of unavailability of the chair, his/her role will be taken over by the oldest director.

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,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 as the permanent representative and chair and former co-CEO of Kinepolis ;

★ 4F BV, with Mr. Ignace Van Doorselaere as the permanent representative ;

★ Lupus AM BV with Mr. Jo De Wolf as the permanent representative.

The CEO may attend the meetings of the Nomination and Remuneration Committee (NRC) by invitation, whithout participating in the deliberations or decisions.

Audit Committee

In accordance with the applicable rules in this respect, the Audit Committee is exclusively composed of non-executive directors. 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, with permanent representative Mrs. Marleen Vaesen, who, among other things, has held the position of CEO at Greenyard, and as of 1 May 2022 functions as non-executive director at Van de Velde NV after having fulfilled the role of CEO;

★ BV EDK Management, with permanent representative Mrs. Els De Keukelaere, who holds a master degree in TEW and a Master of Financial Management (Vlerick Business school) and since 2004 wears the title of company auditor.  Mrs. De Keukelaere is since 2020 CFO and director of Ekopak NV after having fulfilled the role of excecutive director of KPMG Company Auditors.

Mr. Geert Vanderstappen is the chair of the Audit Committee. The CFO, the CEO, the chair of the Board of Directors and the internal auditor may attend the meetings of the Audit Committee.