In accordance with the original Belgian Code on Corporate Governance published in 2004, the Board of Directors has adopted the Bekaert Corporate Governance Charter on 16 December 2005. Following the publication of the 2009 Belgian Code on Corporate Governance, the Board of Directors adopted the 2009 Code on 22 December 2009 as the reference code for Bekaert and revised the Bekaert Corporate Governance Charter accordingly.
On 1 January 2020, the 2020 Belgian Code on Corporate Governance and the new Code on Companies and Associations entered into force and became applicable to Bekaert. The Board of Directors revised the Bekaert Corporate Governance Charter and convened the Extraordinary General Meeting of Shareholders of 26 March 2020 (or of 13 May 2020 should the required quorum not be reached on 26 March 2020) to amend the Articles of Association of the Company to bring both of them in line with the 2020 Belgian Code on Corporate Governance and the new Code on Companies and Associations. The new Bekaert Corporate Governance Charter will become effective together with the amended Articles of Association.
During 2019, Bekaert complied in principle with the 2009 Belgian Code on Corporate Governance, and explains in the current Bekaert Corporate Governance Charter and in this Corporate Governance Statement why it departs from some of its provisions.
Bekaert intends to comply with the provisions of the 2020 Belgian Code on Corporate Governance, except with provisions 7.3 and 7.6 as further described in section 2 of the Remuneration Report.
The 2009 Belgian Code on Corporate Governance and the 2020 Belgian Code on Corporate Governance are available at www.corporategovernancecommittee.be.
The current Bekaert Corporate Governance Charter is available at www.bekaert.com. The new Bekaert Corporate Governance Charter will be made available at www.bekaert.com when it becomes effective.
The Company has adopted the one-tier governance structure, consisting of the Board of Directors. The Board of Directors is authorized to carry out all actions that are necessary or useful to achieve the Company’s purpose, except for those for which the General Meeting of Shareholders is authorized by law or by the Articles of Association.
The Board of Directors consists of thirteen members, who are appointed by the General Meeting of Shareholders.
Seven of the Directors are appointed from among candidates nominated by the principal shareholder. The Chairman and the Chief Executive Officer are never the same individual. The Chief Executive Officer is the only Board member with an executive function. All other members are non-executive Directors.
Five of the Directors are independent in accordance with the criteria of Article 7:87, §1 of the new Code on Companies and Associations and provision 3.5 of the 2020 Belgian Code on Corporate Governance: Celia Baxter (first appointed in 2016), Pamela Knapp (first appointed in 2016), Colin Smith (first appointed in 2018), Jürgen Tinggren (first appointed in 2019) and Mei Ye (first appointed in 2014).
Contrary to provision 4.5 of the 2009 Belgian Code on Corporate Governance, according to which non-executive directors should not consider taking on more than five directorships in listed companies, Martina Merz accepted a sixth directorship in a listed company in November 2018 (Chairwoman of the Supervisory Board of thyssenkrupp AG). Therefore, Martina Merz resigned as Director of the Company at the close of the Annual General Meeting of 8 May 2019.
On 8 May 2019, Jürgen Tinggren succeeded Bert De Graeve as Chairman of the Board of Directors.
The Board met on eight occasions in 2019: there were six regular meetings and two extraordinary meetings. In addition to its statutory powers and powers under the Articles of Association and the Bekaert Corporate Governance Charter, the Board of Directors discussed the following matters, among others, in 2019:
| Name | First appointed | Expiry of current Board term |
Principal occupation (5) | Number of regular/ extraordinary meetings attended |
|---|---|---|---|---|
| Chairman | ||||
| Jürgen Tinggren(1) |
2019 | 2023 | NV Bekaert SA |
5 |
| Bert De Graeve(2) | 2006 | 2019 | NV Bekaert SA | 3 |
| Chief Executive Officer | ||||
| Matthew Taylor | 2014 | 2022 | NV Bekaert SA | 8 |
| Members nominated by the principal shareholder | ||||
| Leon Bekaert(3) | 1994 | 2019 | Director of companies | 3 |
| Gregory Dalle |
2015 | 2023 | Managing Director, Credit Suisse International,Investment Banking and Capital Markets (UK) | 8 |
| Charles de Liedekerke | 1997 | 2022 | Director of companies | 8 |
| Christophe Jacobs van Merlen | 2016 | 2020 | Managing Director, Bain Capital Private Equity (Europe), LLP (UK) | 7 |
| Hubert Jacobs van Merlen | 2003 | 2022 | Director of companies | 8 |
| Maxime Jadot(3) | 1994 | 2019 | CEO and Chairman of the Executive Board, BNP Paribas Fortis (Belgium) | 3 |
| Caroline Storme(4) |
2019 | 2023 | Head Financial Planning Analyst R&D, UCB S.A. (Belgium) |
5 |
| Emilie van de Walle de Ghelcke | 2016 | 2020 | Senior Legal Counsel, Sofina (Belgium) | 8 |
| Henri Jean Velge | 2016 | 2020 | Director of Companies | 8 |
| Independent Directors | ||||
| Celia Baxter | 2016 | 2020 | Director of companies | 8 |
| Pamela Knapp |
2016 | 2020 | Director of Companies | 8 |
| Martina Merz(3) |
2016 | 2019 | Director of Companies |
3 |
| Colin Smith | 2018 | 2022 | Independent director of and advisor to companies | 7 |
| Mei Ye | 2014 | 2022 | Independent director of and advisor to companies | 8 |
(1) As of the Annual General Meeting in May 2019. Jürgen Tinggren is an independent director.
(2) Until the Annual General Meeting in May 2019. Bert De Graeve was first appointed as Board Member in 2006. In 2014, he became Chairman of the Board.
(3) Until the Annual General Meeting in May 2019.
(4) As of the Annual General Meeting in May 2019.
(5) The detailed résumés of the Board members are available at www.bekaert.com.
Matthew Taylor decided to resign from his position as Director of the Company with effect as of 12 May 2020. The Board of Directors co-opted Oswald Schmid as Director with effect as of 12 May 2020 and will submit the mandate of Oswald Schmid as Director for confirmation to the Annual General Meeting of Shareholders of 13 May 2020.
Until the end of 2019, the Board of Directors had four advisory Committees.
Audit and Finance Committee
The Audit and Finance Committee is composed as required by Article 7:99 of the new Code on Companies and Associations (and before 1 January 2020: Article 526bis of the former Companies Code): all of its four members are non-executive Directors and two of its members, Pamela Knapp and Jürgen Tinggren, are independent. Pamela Knapp’s competence in accounting and auditing is demonstrated by her former position as Chief Financial Officer of the Power Transmission and Distribution Division of Siemens (from 2004 to 2009) and her position as Chief Financial Officer of GfK SE (from 2009 to 2014). The Committee members as a whole have competence relevant to the sector in which the Company is operating. Hubert Jacobs van Merlen chairs the Committee.
Contrary to provision 5.2/4 of the 2009 Belgian Code on Corporate Governance, according to which at least a majority of the members had to be independent, Bekaert took the view that the Audit and Finance Committee had to reflect the balanced composition of the full Board. Such requirement is no longer applicable under the 2020 Belgian Code on Corporate Governance Since as from 1 January 2020.
The Chief Executive Officer and the Chief Financial Officer are not members of the Committee, but are invited to attend its meetings. This arrangement guarantees the essential interaction between the Board of Directors and the Executive Management.
| Name | Expiry of current Board term |
Number of regular and extraordinary meetings attended |
|---|---|---|
| Hubert Jacobs van Merlen | 2022 | 6 |
| Charles de Liedekerke(1) | 2022 | 4 |
| Pamela Knapp | 2020 | 6 |
| Jürgen Tinggren(1) |
2023 | 4 |
| Christophe Jacobs van Merlen |
2020 | 2 |
| Bert De Graeve(2) |
2019 | 2 |
(1)As of the Annual General Meeting in May 2019.
(2)Until the Annual General Meeting in May 2019.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is composed as required by Article 7:100 of the new Code on Companies and Associations (and before 1 January 2020: Article 526quater of the former Companies Code): all of its three members are non-executive Directors and the majority of the members is independent. It is chaired by the Chairman of the Board. The Committee’s competence in the field of remuneration policy is demonstrated by the relevant experience of its members.
| Name | Expiry of current Board term |
Number of meetings attended |
|---|---|---|
| Jürgen Tinggren(1) | 2023 | 3 |
| Celia Baxter | 2020 | 5 |
| Christophe Jacobs van Merlen(1) | 2020 | 3 |
| Bert De Graeve(2) |
2019 | 2 |
| Martina Merz(2) |
2020 | 1 |
(1)As of the Annual General Meeting in May 2019.
(2)Until the Annual General Meeting in May 2019.
Strategic Committee
In 2019, the Board of Directors reflected on the role of the Strategic Committee. As a transitional measure, the size of the Committee was reduced to two members, being the Chairman of the Board and the Chief Executive Officer. Eventually, the Board of Directors decided to abolish its Strategic Committee immediately following the entry into force of the new Articles of Association.
| Name | Expiry of current Board term |
Number of meetings attended |
|---|---|---|
| Jürgen Tinggren(1) | 2023 | 2 |
| Matthew Taylor |
2022 | 4 |
| Bert De Graeve(2) | 2019 | 2 |
| Leon Bekaert(2) | 2019 | 2 |
| Charles de Liedekerke(2) |
2022 | 2 |
| Maxime Jadot(2) |
2019 | 2 |
| Martina Merz(2) |
2019 | 1 |
(1)As of June 2019.
(2)Until the Annual General Meeting in May 2019.
The Committee met four times in 2019 and discussed the Bekaert strategy as well as various strategic projects.
BBRG Committee
In the course of 2018, the Board of Directors established an ad hoc advisory committee that focuses on the Bridon-Bekaert Ropes Group (“BBRG”), in accordance with Section II.5.2 of the Bekaert Corporate Governance Charter.
On 14 November 2019, the Board of Directors decided to abolish the BBRG Committee as of 2020, considering the further integration of BBRG in the Bekaert Group. On 1 August 2019, the Divisional CEO BBRG became a permanent member of the Bekaert Group Executive.
The BBRG Committee had three members and was chaired by Gregory Dalle.
| Name | Expiry of current Board term |
Number of meetings attended |
|---|---|---|
| Gregory Dalle | 2023 | 11 |
| Colin Smith(1) | 2022 | 4 |
| Matthew Taylor(1) | 2022 | 6 |
| Henri Jean Velge(1) |
2020 | 6 |
| Charles de Liedekerke(2) |
2022 | 5 |
| Martina Merz(3) |
2019 | 4 |
(1)As of June 2019.
(2)Until June 2019.
(3)Until the Annual General Meeting in May 2019.
The Committee met eleven times in 2019.
The main features of the process for evaluating the Board of Directors, its Committees and the individual Directors are described in this section and in paragraph II.3.4 of the Bekaert Corporate Governance Charter. The Chairman is in charge of organizing periodic performance appraisals through an extensive questionnaire that addresses:
Mid-2019 a self-assessment was conducted of the Board of Directors and the Board Committees, focusing on the processes, practices and effectiveness of the Board of Directors and its Committees.
The Board of Directors has delegated its management and operational powers to the Bekaert Group Executive (BGE), under the leadership of the Chief Executive Officer. In the framework of the amendment of the Articles of Association and the revision of the Corporate Governance Charter to bring them in line with the 2020 Belgian Code on Corporate Governance and the new Code on Companies and Associations, certain changes will be made to the powers and operation of the BGE, including the setting up of a Delegation of Authority.
In the course of 2019, the composition of the BGE changed substantially. Since 1 March 2019, the BGE is composed of members representing the global business units and the global functions. Four Executive Managers joined the Company and the BGE: Arnaud Lesschaeve as Divisional CEO Rubber Reinforcement on 3 June 2019, Juan Carlos Alonso as Chief Strategy Officer on 1 July 2019, Taoufiq Boussaid as Chief Financial Officer on 15 July 2019 and Oswald Schmid as Chief Operations Officer on 2 December 2019. Curd Vandekerckhove was appointed Divisional CEO Bridon-Bekaert Ropes Group, effective 1 August 2019. Since then, the Divisional CEO Bridon-Bekaert Ropes Group is a permanent member of the BGE. Before, the CEO Bridon-Bekaert Ropes Group was invited to attend its meetings without being a member.
Matthew Taylor will retire from his position as Chief Executive Officer with effect as of 12 May 2020. As of 12 May 2020, Oswald Schmid will act as the interim Chief Executive Officer, pending the appointment of a new Chief Executive Officer.
| Name | Position | Appointed |
|---|---|---|
| Matthew Taylor | Chief Executive Officer | 2013 |
| Taoufiq Boussaid(1) |
Chief Financial Officer |
2019 |
| Rajita D’Souza | Chief Human Resources Officer | 2017 |
| Oswald Schmid(2) | Chief Operations Officer | 2019 |
| Juan Carlos Alonso(3) |
Chief Strategy Officer | 2019 |
| Curd Vandekerckhove | Chief Operations Officer(4) and Divisional CEO Bridon-Bekaert Ropes Group(5) | 2012 |
| Arnaud Lesschaeve(6) | Divisional CEO Rubber Reinforcement | 2019 |
| Jun Liao | Divisional CEO Specialty Businesses | 2018 |
| Stijn Vanneste | Divisional CEO Steel Wire Solutions | 2016 |
| Lieven Larmuseau(7) | Divisional CEO Rubber Reinforcement ad interim | 2014 |
| Frank Vromant(8) | Chief Financial Officer ad interim | 2011 |
(1)As of 15 July 2019.
(2)As of 2 December 2019.
(3)As of 1 July 2019.
(4)Until 1 August 2019.
(5)As of 1 August 2019.
(6)As of 3 June 2019.
(7)Until 3 June 2019.
(8)Until 15 July 2019.
Until 1 March 2019, the BGE was composed of members representing the global business platforms, the regional operations and the global functions.
| Name | Position | Appointed |
|---|---|---|
| Matthew Taylor | Chief Executive Officer | 2013 |
| Rajita D’Souza | Chief Human Resources Officer | 2017 |
| Frank Vromant | Chief Financial Officer ad interim | 2011 |
| Lieven Larmuseau |
Executive Vice President Rubber Reinforcement Business Platforms | 2014 |
| Jun Liao | Executive Vice President North Asia | 2018 |
| Curd Vandekerckhove | Executive Vice President Global Operations | 2012 |
| Stijn Vanneste | Executive Vice President Europe, South Asia and South East Asia | 2016 |
| Piet Van Riet | Executive Vice President Industrial Products and Specialty Products Business Platforms, Marketing & Commercial Excellence | 2014 |
As a truly global company, Bekaert embraces diversity across all levels in the organization, which is a major source of strength for the Company. This applies to diversity in terms of nationality, cultural background, age or gender, but also in terms of capabilities, business experience, insights and views.
Bekaert employs people of 50 different nationalities in 44 countries around the world. This diversity is mirrored in all levels of the organization, as well as in the composition of the Board of Directors and the BGE.
| # people | # nationalities | # non-native(1) | % non-native | |
|---|---|---|---|---|
| Board of Directors | 13 | 6 | 5 | 38% |
| Bekaert Group Executive | 9 | 8 | 7 | 78% |
(1)Non-native = nationality other than the one of the Company, i.e. Belgium.
Since the Annual General Meeting of 11 May 2016, the Company is compliant with the legal requirement that at least one third of the members of the Board of Directors are of the opposite gender.
| # people | % male | % female | |
|---|---|---|---|
| Board of Directors | 13 | 62% | 38% |
| Bekaert Group Executive | 9 | 89% | 11% |
By 2025, Bekaert aims to reach a gender diversity ratio of 33% at the Bekaert leadership level (BGE + Management functions B13 and above (Hay classification reference)).
| # people | 30-50 years old | over 50 years old | |
|---|---|---|---|
| Board of Directors | 13 | 31% | 69% |
| Bekaert Group Executive | 9 | 44% | 56% |
More information on diversity is available in the separate Sustainability Report, issued on 27 March 2020.
In accordance with Article 523 of the former Companies Code (or as from 1 January 2020: Article 7:96 of the new Code on Companies and Associations), a member of the Board of Directors should give the other members prior notice of any agenda items in respect of which he has a direct or indirect conflict of interest of a financial nature with the Company, and should refrain from participating in the discussion of and voting on those items. A conflict of interest arose on two occasions in 2019, and the provisions of Article 523 were complied with on such occasions.
On 28 February 2019, the Board had to determine the remuneration of the Chief Executive Officer. Excerpt from the minutes:
On the motion of the Nomination and Remuneration Committee, the Board:
RESOLUTION
On the motion of the Nomination and Remuneration Committee, the Board approves the proposed short-term variable remuneration objectives for the Chief Executive Officer in respect of 2019.
On 14 November 2019, the Board discussed and had to decide on the performance metrics and targets with respect to the performance share units that were granted in January 2020. The targets are also applicable to the Chief Executive Officer. Excerpt from the minutes:
RESOLUTION
On the motion of the Nomination and Remuneration Committee, the Board approves the proposed performance metrics and targets with respect to the performance share units that will be granted in January 2020.
The Bekaert Corporate Governance Charter contains conduct guidelines with respect to direct and indirect conflicts of interest of the members of the Board of Directors and the BGE that fall outside the scope of Article 523 of the former Companies Code (or as from 1 January 2020: Article 7:96 of the new Code on Companies and Associations). Those members are deemed to be related parties to Bekaert and have to report, on an annual basis, their direct or indirect transactions with Bekaert or its subsidiaries. Bekaert is not aware of any potential conflict of interest concerning such transactions occurring in 2019 (cf. Note 7.6 to the consolidated financial statements).
The Board of Directors has approved the Bekaert Code of Conduct, which was first issued on 1 December 2004 and last updated on 14 November 2019.
The Bekaert Code of Conduct describes how the Bekaert values (We act with integrity – We earn trust – We are irrepressible!) are put into practice. It provides principles to follow when confronted with ethical choices and compliance matters.
The Bekaert Code of Conduct is included in its entirety in the Bekaert Corporate Governance Charter as Appendix 3.
In accordance with provision 3.7 of the 2009 Belgian Code on Corporate Governance, the Board of Directors has, on 27 July 2006, promulgated the Bekaert Dealing Code. Because of the EU Market Abuse Regulation, the Board of Directors has adopted a new version of the Bekaert Dealing Code, which became effective on 3 July 2016. The Bekaert Dealing Code is included in its entirety in the Bekaert Corporate Governance Charter as Appendix 4.
The Bekaert Dealing Code restricts transactions in Bekaert financial instruments by members of the Board of Directors, the BGE, senior management and certain other persons during closed and prohibited periods. The Code also contains rules concerning the disclosure of executed transactions by leading managers and their closely associated persons through a notification to the Company and to the Belgian Financial Services and Markets Authority (FSMA). The Company Secretary is the Dealing Code Officer for purposes of the Bekaert Dealing Code.
