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Committees of the Board of Directors

Principle

Within the Board of Directors three committees have been established: the audit committee, the strategic committee and the financial remuneration and appointments committee. The mandate of these committees is to analyse specific and specialised matters and to report on them to the Board of Directors, in order to allow the Board to make decisions or to fulfil its supervisory role.

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Audit committee

The audit committee assists the Board of Directors to carry out its audit function, more specifically in the field of financial information, the internal audit, the internal audit systems and the external audit.

This implies:

  • supervision of the internal audit and internal controls;
  • evaluation of the effectiveness of the external audit;
  • approval of the appointment and discharge of the head of the internal audit, and of the plan and the budget of the internal audit;
  • formulating recommendations regarding selection, job description and pay of external auditors;
  • checking the financial results and the financial reports;
  • risk management;
  • confirmation of the independence of the external auditors by acting as a direct and independent communication channel between the external auditors and the Board of Directors;
  • checking the non-audit services of the statutory auditor or affiliated companies;
  • handle specific questions addressed to the audit committee.

The audit committee comprises:

  • Filip Dierckx, Chairman
  • Rob Lenaers and Guido Kestens, effective members

On hand at the meetings as a function of their speciality are:

  • Jan van den Nieuwenhuijzen, Managing Director
  • Hector Vermeersch, Chief Finance Officer
  • Bernard De Meulemeester and/or Maurice Vrolix, Statutory Auditors (Deloitte)
  • Paul Asselberg, Internal Auditor

The strategic committee

The strategic committee assists the Board of Directors in the execution of its strategic and steering responsibilities, more specifically laying down the mission, the values, strategy, the general policy lines and the LT objectives of the company. The committee advises the Board of Directors on important strategic decisions such as reorganisations, co-operation agreements, mergers and acquisitions.

The effective member are Jef Roos (Chairman) and Guido Kestens.

On hand at the meetings as a function of their speciality are:

  • Jan van den Nieuwenhuijzen, Managing Director
  • Hans Joris, General Manager SD Worx Belgium
  • Bart Alkemade, General Manager SD Worx International

Remuneration and appointments committee

The remuneration and appointments committee has the following responsibilities:

  • preparation, based on transparent and objective procedures, of the appointment, the remuneration and the evaluation of the directors, the Managing Director and the members of the  management;
  • preparation of the acceptance of new members by the Board of Directors;
  • preparation of the evaluation of the operation of the Board of Directors;
  • lay down the broad outlines of  the SD Worx remuneration policy;
  • handle specific questions addressed to the remuneration and appointments committee.

The remuneration and appointments committee comprises:

  • Luc Luyten, Chairman
  • Guido Kestens and Jef Roos, effective members

On hand at the meeting are:

  • Jan van den Nieuwenhuijzen, Managing Director
  • Anette Böhm, Chief HR Officer