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 was reviewed in the light of general developments in the area of corporate governance and the Board of Directors approved a new charter on 6 February 2014. Following the appointment of a General Manager, the corporate governance charter was brought into line with this decision. The Board of Directors approved this new charter on 15 September 2016. The latest version – applying from 1 November 2016 – is available at aquafin.be. The latest composition of the Board of Directors and the Committees is available on our website as well.

Board of Directors

Composition

The composition of the Board of Directors was changed in 2016: by cooptation Luc Bossyns was replaced as an individual by VOF Luga Consult. His term of office as Managing Director came to an end on 31 October 2016. However, he will remain a director. The proposal to confirm this appointment by cooptation will be submitted to the General Meeting.

On 24 November 2016, Frieda Brepoels announced her resignation as member of the Board of Directors and as Chairman of the Audit Committee with effect from 1 January 2017. The company thanks Ms Brepoels for the knowledge and experience she has brought to Aquafin since her appointment as director in April 2014. On 16 March 2017 the Board of Directors coopted Ms Kathleen Depoorter as director. The proposal to confirm this appointment will be submitted to the General Meeting as well.

In 2016, the Aquafin Board of Directors had five non-executive directors who meet the criteria set out in Article 526bis of the Companies Code: VOF Materie represented by Erik Matthijs, Ludo Suy, Koen Helsen, Frieda Brepoels and Jean Vandecasteele. These directors also meet the independence criteria stated in Schedule A to the Belgian Corporate Governance Code. As such, the Board of Directors complies with Section 2.3 of the Corporate Governance Code, which states that at least three Board members must be independent.
The Board of Directors is assisted by its secretary, Alain Vanden Bon.

Report of activities and attendance

As well as exercising the powers defined in the charter, in the last financial year, the Board of Directors also discussed the various aspects of the relationship with the regulator and the procedure for the replacement of the CEO was followed. The composition of the Appointments and Remuneration Committee was reviewed following the changes in the Board of Directors.

During 2016, the Board of Directors met six times. Two meetings were attended by all directors. One director did not attend one meeting and two directors did not attend two meetings. One meeting went ahead with seven directors attending. Five directors were present at all meetings in 2016. Four more directors attended five meetings and two directors were absent from two meetings.

Audit Committee

Report of activities and attendance

Besides the usual oversight of the integrity of the financial information, evaluation of the internal controls at organisation level, discussion of internal audit reports and approval of the audit plan, the independence of the statutory auditor and the management representation letter was evaluated. The committee paid particular attention to the issue of delivery and increasing subsequent costs, the points for attention raised by the statutory auditor regarding the monitoring of municipal activities and subsequent costs. A number of exceptional matters were also discussed in 2016, including the management of interest rate risk, the drafting of an integrity policy and the procedure for reporting integrity violations. The committee also took note of the results of the ICT audit and reviewed the investigations of the internal auditor following reports of irregularities and/or fraud.

The Audit Committee reports on its activities to the Board of Directors.

The Audit Committee met four times in 2016. All members took part in two meetings. Four members were present at one meeting and four members were absent from or represented at one meeting. Two directors took part in all meetings, two directors were absent from one meeting. One director took part in two meetings.

Board of Directors Aquafin

Responsibility of at least one member of the Audit Committee for independence and expertise in the field of accountancy and auditing

Francine Swiggers holds a degree in Applied Economics and an MBA. She acquired professional experience in the field of accountancy and auditing partly as a member of the board of directors and audit committee of VDK-Savings bank.

Appointments and Remuneration Committee

Report of activities and attendance

During the meetings in the past financial year, the objectives of the Management Committee for 2015 were reviewed. The committee then decided on the objectives for 2016. Besides the overall remuneration for 2016, the remuneration of the Management Committee was also discussed. At the request of a director, the risk of underfunding in the group insurance scheme was discussed.

The succession of the CEO was discussed at length in the committee. The Appointments and Remuneration Committee also discussed the proposal for the collective labour agreement on time credit and the launch of an updated remuneration policy. Following the election of employee representatives, the new distribution of seats was also explained. The modification of the car policy to include a range of more environmentally friendly options was also proposed to the committee.

The Appointments and Remuneration Committee met three times during the past financial year. All directors took part in all meetings in 2016.