In accordance with company law, the audit committee supervises 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 terms of reference are included in the Corporate Governance Charter.
In view of the modification of article 526bis of the Companies’ Code, the mission and tasks of the Audit Committee for the financial year 2017 were subject to a review of the board of directors, in order to align them with the modified legislation.
The Audit committee consists of five members. All members are non-executive directors and three members, one of which is the Chairman, are independent directors in the sense of article 526ter of the Belgian Companies Code.
Mr Dirk VERBRUGGEN, General Counsel and General Secretary, acts as Secretary of the Audit committee. The composition of the Audit committee complies with the stipulations of Recticel NV’s articles of association and the relevant provisions of the Belgian Companies Code, and as from 26 May 2015 complies 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.
In accordance with article 526bis of the Companies Code, Recticel NV declares that the Chairman of the Audit committee, Mr Luc MISSORTEN, meets the independence requirements and that he possesses the requisite expertise in accounting and auditing. The members of the Audit committee have the collective expertise at the level of the activities of the Company.
Members of the Audit Committee to date
|Luc MISSORTEN (1)||Chairman|
|Johnny THIJS (2)||Member|
|Ingrid MERCKX (3)||Member|
|Elisa VLERICK (4)||Member|
(1) in his capacity as permanent representative of LUBIS BV
(2) In his capacity as permanent representative of THIJS JOHNNY BVBA
(3) In her capacity as permanent representative of IMRADA BVBA
(4) in her capacity as permanent representative of MOROXCO BV
Besides auditing the interim and annual accounts, the Audit Committee also focuses on the internal audit program, risk management, compliance, taxation and IFRS related accounting questions.The Audit Committee conducts regularly an informal self-assessment of its functioning during one of its meetings and reserves the necessary time to discuss and analyse the same.