Compagnie du Bois Sauvage

A. Principles

Compagnie du Bois Sauvage’s Corporate Governance Charter, approved on 19 December 2005 by the Board, was last amended on 7 December 2009. It is available on the website: www.bois-sauvage.be

Corporate Governance Charter (PDF, 100 Ko)

This Charter is in compliance with the Belgian Corporate Governance Code.
The following section includes an explanation of differences between the practices adopted by the Company and the recommendations of the Belgian Corporate Governance Code.

Point 4.5 (Director Age Limit): The Board has preferred the formula of a 6-year term of office exceptionally renewable only once for independent directors rather than the formula recommended by the Code, of a 4-year term of office renewable twice. The primary reason for this choice is that most independent directors serve only one term of office, and that this formula offers a more interesting period for maximising a Director’s contribution.
Point 4.6 (Director Independence): One independent Director of the Company, Luc Vansteenkiste, does not meet this criterion because of his executive or influential role in one of the Company’s strategic holdings. The Board has examined this case and has found that this Director was sufficiently independent for his independent status not to be impeded.
Point 5.2/28 (Audit Committee Operation): The Board has calculated that two meetings per annum (instead of four as recommended by the Corporate Governance Code) are sufficient to enable the Audit Committee to function correctly. One or more additional meetings could be organised according to need.
Point 5.3 (Appointments & Remuneration Committee): The Board did not consider it necessary for the Managing Director to participate formally in the meetings of the Appointments & Remuneration Committee when it is dealing with the Remuneration of the other executive management members. He can consult it at any time.
Point 7.17-18 (Executive Management Contracts): The Managing Director’s company agreement contains a clause providing that in the event of his departure at the prompting of the company, and in the absence of any serious fault on his part, he shall be entitled to a lump sum indemnity corresponding to approximately two years of his fixed and variable remuneration, or even three if there is a change in financial control over the Company, whereas the Belgian Corporate Governance Code recommends a maximum of eighteen months.

A. Principles B. Board of Directors C. Specialised committees D. Management Committee E. Remuneration F. Stock option plan

G. Statutory appointments H. Profit allocation policy I. Information for shareholders J. Relationship with the main shareholder K. Composition of the Board of Directors L. Composition of the Management Committee

B. Board of Directors

The composition of the Board of Directors, the qualification and the expiry date of its members’ terms of office, as well as the main function exercised by the non-executive directors, are included on pages 9 and 10 of this report.

The Board is thus composed of an executive director, directors representing the main shareholder, and independent directors. The independent directors are in the majority; seven in number (out of a total of 10) during the past financial year.

The principal rules governing appointments and age limits on the Board are as follows:

A majority of the directors on the Board shall be nonexecutive
The non-executive directors serve a six-year term of office, which may only be renewed once
There is no limit to the number of terms for which executive Directors may be re-elected while they are working in the company.
Every term of office shall terminate no later than the Annual General Meeting following a Director’s 70th birthday.
The composition of the Board of Directors should include both sexes and a diverse range of complementary skills, experience and knowledge.

During 2009, the Board met on 11 occasions. It debated:

the corporate and consolidated results
the following years’ budgets
investment plans and the Group’s structure
analyses of fixed and current assets
Corporate Governance€policy and practices
Group financing questions
the Company’s organisation
the Company’s strategy prolongation of the options plan for staff
the indictment following the sale of Fortis shares in October 2008
the effects of the financial and economic crisis and the measures to be implemented.

The work of the Board is organised and documented so as to facilitate monitoring and control of day to day management operations, as well as results, risks and the value of the Company.