Governance Report

5
GOVERNANCE REPORT
Governance Report
5.1
Corporate governance
5.2
Board of directors
5.3
Our management
5.1
Governance Report
Corporate governance
Corporate governance
Managing Etex in the best interest of
internal and external stakeholders is
at the heart of what we do. In doing
so, Etex commits to the principles of
corporate governance.
Etex’s management structure enables us
to optimise our business performance
and reduce potential risks. Etex’s overall
management is shared between the
• Chief Executive Officer (CEO)
• Executive Committee
• Board of Directors.
The Strategy Committee
Our day-to-day management is entrusted
to the CEO and the Executive Committee.
The members of the Executive Committee
are the CEO, the Heads of Division, the
Chief Financial Officer (CFO), the Chief
Performance Officer (CPO), the Company
Secretary and the HR Director.
The Strategy Committee evaluates the
Executive Committee’s strategic proposals
and makes recommendations to the Board
of Directors. It also reviews the Executive
Committee’s proposals for acquisitions,
divestments and geographical diversification.
Board of Directors
Setting the group strategy, our
Board of Directors decides on major
investments, while closely monitoring
all corporate activities. The Board
includes representatives from Etex’s
shareholders and management, as well
as independent directors.
Registered Office
SA Etex NV
Avenue de Tervueren – Tervurenlaan 361
1150 Brussels (Belgium)
Phone: +32 2 778 12 11
Fax: +32 2 778 12 12
E-mail: info@etexgroup.com
Website: www.etexgroup.com
5.2
Our Board of Directors
Executive Committee
The Board of Directors has three dedicated
committees to assist and advise on specific
matters: the Strategy Committee, the
Selection and Remuneration Committee,
and the Risk and Audit Committee.
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Governance Report
Our Board of Directors
Etex Annual Report 2015
The Selection and
Remuneration Committee
The Selection and Remuneration Committee
selects potential Board members. It also
determines the remuneration and benefits
structure for Executive Committee
members. Its job is to ensure incentives
reflect market practices and are optimally
designed to support Etex’s strategic goals.
The Risk and Audit Committee
This committee reviews Etex’s financial
reporting processes and the statutory audit
of the group’s annual accounts. Above all,
the Risk and Audit Committee ensures the
consistency and reliability of accounts and
all other financial information submitted
to the Board. Moreover, the Committee
monitors Etex’s risk and internal control
management systems.
Auditors
Ernst & Young, represented
by Eric Golenvaux, for both
the non-consolidated and
consolidated accounts.
Changes to the Board and
Board Committees
Paul Van Oyen has been attending the
Board meetings since he was appointed
CEO of Etex on 1 January 2015. On 27 May
2015, he became a member of the Board in
the role of Managing Director.
Caroline Thijssen and Guillaume Voortman
joined the Board of Directors on 27 May
2015. Three members left the Board on
the same day : Marc Nolet de Brauwere,
Amaury Pelgrims de Bigard, and Philium
bvba represented by Philippe Coens.
The Board of Directors
The Board of Directors met five times in
plenary sessions throughout 2015.
End of 2015, the members were
• Jean-Louis de Cartier de
Marchienne, chairman
• Paul Van Oyen, managing director
• Walter Emsens, director
• Regnier Haegelsteen, director
• Gustavo Oviedo, director
• J. Alfons Peeters, director
• Teodoro Scalmani, director
• Christian Simonard, director
• Caroline Thijssen, director
• Philippe Vlerick, director
• Guillaume Voortman, director
The Strategy Committee
The Strategy Committee met five times
in 2015.
End of 2015, the members were
• Jean-Louis de Cartier de
Marchienne, chairman
• Walter Emsens
• J. Alfons Peeters
• Paul Van Oyen
• Philippe Vlerick
• Secretary: Karel De Wilde
The Selection and
Remuneration Committee
In 2015, the Selection and Remuneration
Committee met four times.
End of 2015, its members were
• Christian Simonard, chairman
• Jean-Louis de Cartier de Marchienne
• Caroline Thijssen
• Paul Van Oyen
• Philippe Vlerick
• Secretary: Myriam Macharis
The Risk and Audit Committee
In 2015, the Risk and Audit Committee
met four times.
End of 2015, the members were
• Regnier Haegelsteen, chairman
• Teodoro Scalmani
• Guillaume Voortman
• Secretary: Karel De Wilde
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5.3
Governance Report
Our management
Etex Annual Report 2015
Governance Report
Our management
Our management
During the first quarter our executive
committee was adapted to reflect our new
structure, which is now arranged in five
global divisions. Four members are each
responsible for one of our global business
divisions. Our CEO represents the fifth one,
Industry. Representing each of our support
functions and their objectives are our HR
Director, Chief Performance Officer, Legal
Counsel and Chief Finance Officer.
On 1 April 2016, Etex’s Executive
Committee members are
(from left to right)
Paul Van Oyen
CEO
At Etex since 1990
Alexander Carnevale
Chief Performance Officer
At Etex since 2016
André Hoste
Head of Etex Roofing Division
At Etex since 1979
Mel de Vogue
Chief Financial Officer
At Etex since 2015
Karel De Wilde
Company Secretary
At Etex since 2008
Frédéric Deslypere
Head of Latin American Region
Head of Etex Ceramics Division
At Etex since 1991
Michael Fenlon
Head of Etex Cladding Division
At Etex since 1998
Jean-Pierre Hanin
Head of Etex Building Performance Division
At Etex since 2013
Myriam Macharis
HR Director
At Etex since 1983
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