Board of Directors
Recticel’s Board of Directors currently consists of twelve members. There are four independent Directors and seven non-Executive Directors. One Director, Olivier Chapelle BVBA, Chief Executive Officer, is the Executive Director. The Chief Executive Officer represents the Management and five Directors represent the reference shareholders.
Amendments as from the annual report 2010: statutory appointments and presentation of new Directors
As proposed by the Board of Directors and the recommendation by the Remuneration and Nomination Committee in the Annual General Meeting dated 11 May 2010, the Director’s mandates of Mr. Tonny VAN DOORSLAER and Klaus WENDEL were renewed for a period of three years which will end after the Annual General Meeting of 2013. The Director’s mandate of the limited company “POL BAMELIS”, represented by Mr. Pol BAMELIS, was renewed for a period of one year and ended after the Annual General Meeting of 2011.
Moreover, in the Annual General Meeting dated 11 May 2010, the Director’s mandate of the BVBA “OLIVIER CHAPELLE”, represented by Mr. Olivier CHAPELLE, was confirmed for a period which will end after the Annual General Meeting of 2012 and Mrs. Jacqueline ZOETE was appointed new Director for a period of two years, which will end after the Annual General Meeting of 2012.
Mr. Klaus WENDEL and the limited company “POL BAMELIS”, represented by Mr. Pol BAMELIS, were also appointed independent Directors, in the sense of article 524 §2 and 526bis §2 of the Companies Code. They meet all the criteria indicated in article 526ter of the Companies Code. They also meet the independence criteria of the Code on Corporate Governance 2009.
Mr. Wilfried VANDEPOEL remained independent Director up to 18 May 2011, after which he became a non-Executive Director since he reached the maximum period.
On 3 March 2011 Mr. Klaus WENDEL resigned as member of the Board of Directors. The Board of Directors co-opted the new limited company “ANDRE BERGEN”, represented by Mr. André BERGEN, to complete the Directors’ mandate of Mr. Klaus WENDEL, which expires in May 2013. The new limited company “ANDRE BERGEN" is represented by Mr. André BERGEN, who also became Chairman of the Audit Committee and member of the Remuneration and Nomination Committee at the same time.
The mandate of Mr. Vincent DOUMIER, as non-Executive Director, as well as the mandate of the limited company "POL BAMELIS", represented by Mr. Pol BAMELIS, as independent Director, ended after the Annual General Meeting of 2011.
The Board of Directors proposed the following appointments at the Annual General Meeting of 10 May 2011:
- The renewal of the mandate of Mr. Vincent DOUMIER for a new period of four years which will end after the Annual General Meeting of 2015.
- Ratification of the resignation of Mr. Klaus WENDEL as Director on 3 March 2011 and definite replacement by the new limited company "ANDRE BERGEN,", represented by Mr. André BERGEN, for the remaining duration of the mandate, which will end after the Annual General Meeting of 2013.
- Replacing the limited company "POL BAMELIS", represented by Mr. Pol BAMELIS, appointing Mr. Pierre Alain DE SMEDT as Director for a period of four years which will end after the Annual General Meeting of 2015.
The Board of Directors also suggested appointing Mr. Pierre Alain DE SMEDT and the new limited company "ANDRE BERGEN", represented by Mr. André BERGEN, as independent Directors, in the sense of article 524 §2 and 526bis §2 of the Companies Code, until the maturity of their mandate. They meet all the criteria indicated in article 526 ter of the Companies Code. They also meet the independence criteria of the Code on Corporate Governance 2009.
Mr. André Bergen (1950) has a Masters degree in Economy from the Catholic University of Leuven, and was CEO of the KBC Group from 2003 through 2009. From 1999 through 2003 he was the CFO of Agfa Gevaert, after a long career in banking at the earlier Generale Bank and Kredietbank. Currently he is also Director at amongst other NYSE EuronextTM, Cofinimmo, Taminco and Ahlers.
Mr. Pierre Alain De Smedt (1944) has a Masters degree in Business Engineering and in Commercial and Financial Sciences from the Université Libre de Bruxelles. From 1966 through 1973 he held various functions at Bosch, Siemens and Solvay. He was CFO and CEO at Volkswagen Brussels from 1973 through 1987. From 1988 through 1989 he was CEO of Tractebel, after which he returned to the Volkswagen Group, where he fulfilled various international functions, before moving on to the Renault Group, as Vice Director-General from 1999 through 2004. He is currently Chairman of the VBO and holds various other Directors’ mandates at amongst other Febiac, Deceuninck, Alcopa, Belgacom and Avis Europe.