New board member 2008
Working committees
On 25 April 2008 Mr Luc Vandewalle was appointed a director of Sioen Industries for a three-year period. Mr Luc Vandewalle joined the BBL in 1968 via a student placement. He was detached to the credit secretariat at the Kortrijk regional office in 1971. From 1977 onwards Mr Vandewalle headed the operations department of the same regional office. In 1981 he became SME business manager at the Ghent regional office. In 1983 he was appointed director of the Aalst-Sint-Niklaas regional office and in 1986 of the Kortrijk-Roeselare regional office. In December 1992 he became a director and a member of the bank’s executive committee. On 1 January 2000 he was appointed president and CEO of ING Belgium. Since 1 July 2007 Mr Vandewalle has been chairman of the executive board of ING Belgium.
The Sioen Industries Group has three working committees:
a) Audit Committee In 2009 the Audit Committee consisted of three independent directors, namely Messrs Vandepoel (chairman), Verbeke and Vandewalle. The Board of Directors chooses to make use of the transition period as foreseen in the law of 17 December 2008 and valid until 01 July 2011, for the definition of independence of the members of the Audit Committee.
The Board of Directors and how it works
The Audit Committee met four times in 2009. The number of meetings individually attended by the members of the Audit Committee in 2009 was as follows: Mr Wilfried Vandepoel 4 Mr Louis-Henri Verbeke 3 Mr Luc Vandewalle 4
In accordance with the Articles of Association, the Board of Directors meets regularly as a function of the company’s needs and interests. In 2009 it met five times. The number of meetings attended by the individual directors in 2009 was as follows:
In conformity with article 526 bis of Companies Code, the Company declares that at least one member of the Audit Committee complies to the independence requirements and competence needs related to accounting and audit.
Mr Jean-Jacques Sioen Mrs Michèle Sioen Mrs Jacqueline Sioen-Zoete Mrs Danielle Sioen Mrs Pascale Sioen Mr Pol Bamelis Mr Wilfried Vandepoel Mr Louis-Henri Verbeke Mr Luc Vansteenkiste Mr Luc Vandewalle
b) Remuneration Committee
3 5 5 5 5 5 5 4 5 5
The permanent agenda of every Board of Directors meeting includes the discussion of and taking of decisions with respect to the individual results of companies in the Group, division results, consolidated results, current investments and projects, new projects and proposals for investment opportunities. The Board also deals with specific points on the agenda as a function of concrete matters in hand.
In 2009 the Remuneration Committee was made up of two independent directors, namely Messrs Bamelis (chairman) and Vansteenkiste. The Remuneration Committee advises the Board of Directors on pay policy in general and on the compensation paid to the members of the Board of Directors and the Management Committee in particular. Share option plans also fall under its remit. Currently the Company has no stock option plans, on Sioen shares, in place. The Remuneration Committee met twice in 2009. All members of the Committee were present at each meeting.
c) Nomination Committee The Nomination Committee did not meet in 2009.
corporate information # 15