Audit Committee
In accordance with Company law, the Audit Committee governs the financial reporting process, the effectiveness of the internal control and risk management systems of the company, the internal audit, the statutory control of the annual accounts and the consolidated accounts, and the Auditor's independence. The Audit Committee’s internal regulations are included in the Corporate Governance Charter.
The Audit Committee consists of five members. All members are non-Executive Directors and two of the members, including the Chairman, are independent members. Mr. Philippe Jous, Corporate General Counsel & General Secretary, is the secretary of the Audit Committee.
The composition of the Audit Committee complies with the stipulations of Recticel NV’s statutes and the relevant provisions of the Companies Code, but does not comply with principle 5.2. /4. of the Belgian Corporate Governance Code 2009 which provides that at least the majority of the members of the Audit Committee must be independent. Recticel’s Board of Directors contends to meet the spirit of this provision, since it still considers Mr. Etienne DAVIGNON as independent in this context. Mr. Davignon meets all relevant requirements, except the maximum period of twelve years of his mandate.
In accordance with article 526bis of the Companies Code, Recticel NV declares that the Chairman of the Audit Committee, previously Mr. Klaus Wendel and currently Mr. André Bergen, meets the independence requirements and that they possess the requisite expertise in accounting and auditing.
The following table contains the members of the Audit Committee during the financial year 2010 to date.
The Audit Committee convened five times in 2010. Two meetings were devoted primarily to the audit of the annual accounts per 31 December 2009 and the interim accounts per 30 June 2010. All meetings also focus on the internal audit program, risk management, taxation and IFRS related accounting questions.