Corporate Governance Statement
In line with the provisions of the Belgian Corporate Governance Code of 9 December 2004, the first charter was approved by the Board of Directors on 26 January 2006. The corporate governance charter is reviewed regularly by the Board of Directors in the light of general developments in the area of corporate governance.
In December 2020 Aquafin has amended its articles of association in line with the new Belgian Company and Association Code. This caused, together with the review of the Corporate Governance Code of 2009, the draw up of a new Corporate Governance Charter. The Board of Directors approved this new charter on 22 January 2021.
Aquafin NV is a public limited company (naamloze vennootschap) incorporated under Belgian law. The Company was incorporated on 25 April 1990 on the initiative of the Flemish Region.
Corporate Governance structure
Aquafin has opted for the single-tier governance model. The Board of Directors is the Company’s highest decision-making body and is authorised to perform all actions required or necessary to achieve the Company’s objects, with the exception of those actions that are reserved for the General Meeting, by law or by the articles of association.
The Board of Directors aims for sustainable value creation by defining the company’s strategy, by assembling an effective, responsible and ethical leadership team and by monitoring the Company’s performance. The Board of Directors is assisted in this by two advisory committees: the Audit Committee and the Appointments and Remuneration Committee. They advise the Board of Directors on decisions to be taken and on specific matters. The ultimate decision-making power lies with the Board of Directors.
The Board of Directors has established an “executive body” in accordance with article 22 of the articles of association and article 7:121 CAC. The management team is responsible for the day-to-day management.
At least once every five years, the Board of Directors evaluates whether the governance structure chosen is still appropriate.
Ownership and controle structure
The ownership and control structure of the Company – as well as all cross-shareholdings comprising more than 5% of the shares or voting rights – shall be disclosed, insofar as the Company knows this or as soon as it becomes aware of this. This information is also included in the Corporate Governance Statement in the annual report.
As of 19 May 2020, Participatie Maatschappij Vlaanderen (PMV) is Aquafin’s sole shareholder. The transfer took place in accordance with the Flemish coalition agreement, which stipulated that our former shareholder, the Flemish Environmental Holding (VMH), would be wound up. PMV actually merged with VMH on 19 May 2020, via an acquisition. Consequently, PMV is the controlling shareholder.
There are no cross-shareholdings.