Corporate governance

Corporate governance is an inextricable part of the ‘core’ of our mission. As an organisation, we adhere to the principles prescribed by good corporate governance. In doing so, we abide by the guidelines on the constitution and structure of the administrative bodies, the boardroom style and in mutual interaction.

In addition, we fully endorse a number of principles that are typical of SD Worx and the way we operate, at every level. In practical terms, these include an open mindset, dialogue, and a critical but positive attitude. These go hand in hand with constant attention to ethically responsible entrepreneurship and constructive collaboration.

General Assembly

Authorities
The General Assembly’s main tasks are as follows: changing the articles of association; appointing and dismissing directors and members of the supervisory board and discharging from services rendered; approval of the budget (NPO) and annual accounts; and profit appropriation (limited company).

Board of Directors

Task The Board of Directors has a strategic and control function and ensures that the company operates with maximum efficiency. The Board of Directors outlines the mission, strategy and general policies. Decisions concerning organisation structure, reorganisation, cooperation agreements, mergers and take-overs are also part of its assignment.

Finances
The Board of Directors oversees finances and investments, checks the integrity of financial reporting and monitors internal auditing. The budgets, spending patterns and execution of actual projects in line with strategic objectives are also monitored by the Board, as are the performance, remuneration and evaluation of members of the Executive Committee.

Communication Each year the Board of Directors compiles a detailed annual report, which outlines the company’s current status, possible risks and future perspectives. It highlights actual examples of corporate governance, provides an overview of the financial position and reflects the activities of the Board of Directors and the organisation.

Structure of the Board of Directors The Board is small enough to promote an efficient decision making process and large enough to embrace the necessary experience and knowledge from the various disciplines relevant to the company amongst its members and to safeguard continuity in the event of changes in its structure. SD Worx consequently aims to appoint minimum eight and maximum twelve directors. The structure of the Board is defined on the basis of the required diversity and complementarity. The Board consists of independent directors, with the exception of the Managing Director.

Are a part of the Board of Directors: Filip Dierckx (president), Marc Binnemans, Tea Colaianni, Dirk Collier, Michel Delbaere, Patrick De Vos, Riet Docx, Jan Van Acoleyen, Frederik Van Bladel, Koen Van Gerven, Brigitte Boone, Els Blaton and Steven Van Hoorebeke.

Executive Committee

In the first half of 2014, the Executive Committee teamed up with about 50 colleagues from different divisions to assess whether the course we were all following was still the right one. And we have not radically changed
our course. We remain a top player in payroll services with a wide range of HR services and solid international ambitions. We have, however, defined major focus areas. The customer is at the centre of everything we do – in our processes, products, solutions, approaches and communication.

  • Steven Van Hoorebeke - CEO
  • Jean-Luc Barbier - Director Global Services & Solutions; CEO Germany
  • Eric Janssens - Director Division SME Belgium
  • Tom Wouters - Director Large Enterprises Belgium
  • Doug Sawers - Managing Director UK & Ireland
  • Sige Mariën - Director Consulting
  • Hilde Haems - Group HR Director
  • Anne-Marie Cootjans - Director Corporate Services
  • Hector Vermeersch - Chief Financial Officer
  • Henri Vanroelen - Chief Information Officer
  • Suhail Khan – Chief Marketing Officer

Committees

The Board of Directors is assisted by three committees: the audit committee, the remuneration and appointment committee and the strategic committee. They assist the board with specific advice to enable it to make wellinformed decisions and fulfil its task as a monitoring and control body as successfully as possible.

Audit & Risk Committee:

The Audit & Risk Committee assists the Board of Directors in exercising its auditing role, notably in terms of providing financial information, risk management and compliance, internal audits, internal review systems and external auditing.

Members:

Frederik Van Bladel, President

Filip Dierckx, Patrick de Vos and Riet Docx

Strategic Committee:

The Strategic Committee helps the Board of Directors and formulates recommendations regarding the execution of its strategic and controlling responsibility, that is to say, the definition of the mission, the values, the strategy, the general policy lines and the LT objectives of the enterprise as well as the taking of important strategic decisions such as reorganizations, cooperation agreements, mergers and takeovers. By majority decision, the Strategic Committee shall be free to call on the advice of outside experts and invite them to its meetings, as and when necessary.

Members:

Filip Dierckx, President

Marc Binnemans, Dirk Collier, Patrick De Vos, Riet Docx, Brigitte Boone and Els Blaton.

Remuneration and appointment committee:

The SD Worx remuneration and appointment committee formulates proposals concerning the appointment, remuneration and evaluation of the directors, managing director and executive management, and monitors the market conformity of remuneration. It also deals with all direct questions concerning remuneration and appointments, and sets out the overall remuneration policy.

Members:

Dirk Collier, President
Filip Dierckx, Frederik Van Bladel and Jan Van Acoleyen