Board of directors and committees
The Board of Directors of Kinepolis Group consists of ten members, four 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 (1)(2)||Vice Chairman||2020|
|Mr. Eddy Duquenne||CEO||2020|
|bvba Marion Debruyne represented by Mrs. Marion Debruyne*||Director||2019|
|bvba Pallanza Invest, represented by Mr. Geert Vanderstappen***||Director||2022|
|Gobes Comm.V., represented by Mr. Rafaël Decaluwé**||Director||2019|
|van Zutphen Consulting bv represented by Mrs. Annelies van Zutphen||Independent Director||2019|
|bvba Mavac, represented by Mrs. Marleen Vaesen||Independent Director||2020|
|bvba SDL Advice, represented by Mrs. Sonja Rottiers||Independent Director||2020|
|ebvba 4F, represented by Mr. Ignace Van Doorselaere****||Independent Director||2019|
(1) Non-executive director (2) Representing the majority shareholders * Other mandates within Ackermans & Van Haaren nv ** Other mandates within Jensen Group nv *** Other mandates within Smartphoto Group nv **** Other mandates within Neuhaus nv
The Board of Directors consists of ten members, four 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.
On the General Assembly of 2018 two new board members have been appointed: BVBA Mavac, represented by Mrs. Marleen Vaesen, and BVBA SDL Advice, represented by Mrs. Sonja Rottiers. The Board of Directors is convinced that the extensive management experience of the two directors in diverse sectors and their people-oriented growth philosophy will add value to the Board of Directors of Kinepolis Group.
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:
★ Mr. Joost Bert, Chairman of Kinepolis Group nv ;
★ bvba SDL Advice (*), whose permanent representative is Mrs. Sonja Rottiers ;
★ 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.
(*) Independent director
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 ;
★ bvba SDL Advice (*), whose permanent representative is Mrs. Sonja Rottiers.
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.
(*) Independent Director