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 prepares and explains the remuneration report at the Ordinary General Meeting. They also make the necessary proposals regarding the evaluation and reappointment of directors as well as the appointment and induction of new directors. The terms of reference of the Remuneration and Nomination Committee are included in Recticel’s Corporate Governance Charter.
The Remuneration and Nomination Committee consists of four members, all non-executive directors, of which three are independent directors.
Mr Dirk VERBRUGGEN, General Counsel and General Secretary, fulfils the role of secretary of the Remuneration and Nomination Committee.
The composition of the Remuneration and Nomination committee meets the requirements with respect to the Companies Code, as well as the requirements of the Belgian Corporate Governance Code.
Members of the Remuneration and Nomination Committee to date
|Johnny THIJS (1)||Chairman|
|Frédéric VAN GANSBERGHE (2)||Member|
|Luc MISSORTEN (3)||Member|
(1) In his capacity as Permanent Representative of THIJS JOHNNY BVBA
(2) In his capacity as Permanent Representative of ENTREPRISES ET CHEMINS DE FER EN CHINE SA
(3) In his capacity as Permanent Representative of REVALUE BVBA
In accordance with article 526quater 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 two times in 2021.
These meetings dealt with the fixed and variable remuneration of the executive management as well as with the election and re-election of directors. The CEO was present at the discussion about the remuneration of the other members of the executive management.
The set-up and functioning of the Remuneration and Nomination Committee was thoroughly reviewed at the end of 2010 following the introduction of the Law dated 6 April 2010 amending the Belgian Companies Code and introducing an article 526quater, whereby the settingup of a Remuneration and Nomination Committee has become mandatory for Belgian listed companies.
Consequently, the Remuneration and Nomination Committee conducts regularly an informal selfassessment of its functioning during one of its meetings and reserves the necessary time to discuss and analyse the same.