Remuneration and Nomination Committee
The Remuneration and Nomination Committee makes proposals to the Board of Directors regarding the remuneration policy and the individual remuneration of Directors and members of the Management Committee and will in future prepare and explain the remuneration report at the Annual General Meeting. They also make the necessary proposals regarding the evaluation and re-nomination of Directors as well as the appointment and induction of new Directors. The internal regulations of the Remuneration and Nomination Committee are included in Recticel’s Corporate Governance Charter.
The Remuneration and Nomination Committee consists of three members, all non-Executive Directors, of which two are independent Directors. Mr. Dirk Verbruggen, Company Secretary, fulfils the role of secretary of the Remuneration and Nomination Committee.
The composition of the Remuneration and Nomination Committee meets the new requirements with respect to the Companies Code, as well as the requirements of the Belgian Corporate Governance Code.
The Committee is composed as follows:
In accordance with article 526ter of the Companies Code, Recticel declares that the Remuneration and Nomination Committee possesses the necessary expertise in the area of remuneration policy.
The Remuneration and Nomination Committee convened twice in 2010.
The first meeting dealt with the salaries and bonuses of Executive Management and the second meeting dealt with the Law of 6 April 2010 to strengthen the Corporate Governance of listed companies and in particular the provisions concerning the remuneration report as well as the new criteria for granting a compensation to the Executive Management and the obligation of distribution of the variable compensation in time.