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AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Amendments can be made to the articles of association
with due consideration for the stipulations in the
Companies Code.
BOARD OF DIRECTORS AND SPECIAL COMMITTEES
Composition of the Board of Directors
The Board of Directors consists of eight members, five of
whom are independent of the majority shareholders and
management. Those directors fulfil the criteria for inde-
pendent directors as stated in the Article 526 ter of the
Companies Code and were appointed upon nomination by
the Board of Directors, which was advised on this matter by
the Nomination and Remuneration Committee. The majority
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. In the coming years the Board will give attention
to the appropriate complementarity and diversity among
its members, including gender and age diversity, and
ensure a balance between innovation and continuity in
order that the acquired knowledge and history can be
passed on efficiently. In this context, after the end of
Mr Marcus Van Heddeghem’s
(1)
mandate, the Board of
Directors diversified further with the appointment of two
complementary profiles Ms Annelies van Zutphen, who
has extensive experience of the Dutch retail sector and
Mr Jo Van Biesbroeck
(2)
, who has filled various top
positions, including Chief Strategy Officer at AB Inbev.
In 2016, the Board will continue to bring its composition
further into line with the requirements in Article 518 bis
of the Companies Code.
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.
(1) Permanent representative of MarcVH-Consult bvba
(2) Permanent representative of JoBV bvba
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03 / MANAGEMENT REPORT
KINEPOLIS GROUP
ANNUAL REPORT 2015