Board of Directors & Committees

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Board of Directors

The Board of Directors consists of fourteen members, eight of whom are nominated by the principal shareholders. The Chairman and the Chief Executive Officer are never the same individual. The Chief Executive Officer is the only Board member with an executive function. All other members are non-executive Directors.

Three of the Directors were independent in 2009 in accordance with the criteria of Article 526ter of the Companies Code and provision 2.3 of the Belgian Corporate Governance Code: Dr Alan Begg (appointed in 2008), Sir Anthony Galsworthy (first appointed in 2004) and Lady Barbara Thomas Judge (appointed in 2007). Mr Manfred Wennemer has become the fourth independent member of the Board on 1 January 2010. Although he was appointed a Director on 13 May 2009 and has since completed his induction program, Mr Wennemer did not qualify as independent in 2009 as he had been the Chief Executive Officer of a significant customer of Bekaert until August 2008.

The Belgian Corporate Governance Code is available at www.corporategovernancecommittee.be
The Bekaert Corporate Governance Charter is available at www.bekaert.com

The Board held six regular meetings in 2009. In addition to its statutory powers and powers under the Articles of Association and the Bekaert Charter, the Board of Directors considered the following matters, among others, in 2009:

the financial crisis, its impact on Bekaert, and the company’s actions in the face of the changed economic and financial conditions;
the debt position of the Group, including the public issue of bonds in the aggregate amount of € 300 million;
the 2009 budget;
the follow-up of the long term-strategy of the Group and its major components;
the plans for the period 2010-2012;
the grant of new subscription rights and stock options, and the extension of the exercise period of the subscription rights and stock options granted in 2006, 2007 and 2008;
the revision of the Bekaert Charter.

Committees of the Board of Directors

The Board of Directors has established three advisory committees.

Audit and Finance Committee

The Audit and Finance Committee is composed as required by Article 526bis §2 of the Companies Code: all of its four members are non-executive Directors, and one member, Lady Judge, is independent. Her competence in accounting and auditing is demonstrated by her position as vice chairman of the Financial Reporting Council, the British accounting and corporate governance regulator, which she held until the end of 2007.

Contrary to provision 5.2/3 of the Belgian Corporate Governance Code, the Committee is chaired by the Chairman of the Board: Bekaert wishes the Chairman to preside over all Committees, to enable him to discharge as effectively as possible his specific duties with regard to protecting the interests of all shareholders. Contrary to provision 5.2/4 of the Belgian Corporate Governance Code, according to which at least a majority of the members should be independent, Bekaert takes the view that the Audit and Finance Committee should reflect the balanced composition of the full Board.

The Chief Executive Officer and the Chief Financial Officer are not members of the Committee, but are invited to attend its meetings. This arrangement guarantees the essential interaction between the Board of Directors and executive management.

The Committee met four times in 2009. In addition to its statutory powers and its powers under the Bekaert Charter the Committee discussed the following main subjects:

Bekaert’s financing actions as a result of the financial crisis;
the treasury situation;
the development of an enterprise risk management process.

In addition, the Statutory Auditor provided the Committee with an update on the International Financial Reporting Standards in a session that was open to all members of the Board of Directors.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has four members, all of whom are non-executive Directors. It is chaired by the Chairman of the Board and further consists of three Directors, one of whom is independent. Contrary to provision 5.4/1 of the Belgian Corporate Governance Code, according to which at least a majority of the members should be independent, Bekaert takes the view that the Nomination and Remuneration Committee should reflect the balanced composition of the full Board.

The Committee met four times in 2009. In addition to its powers under the Articles of Association and the Bekaert Charter, the Committee discussed the following main subjects:

the actions of the HR department in the face of the economic crisis;
the appointment of a new Director and a new member of the senior management;
the remuneration of the Chairman of the Board for the period 2009-2012.

Strategic Committee

The Strategic Committee has six members, five of whom are non-executive Directors. It is chaired by the Chairman of the Board and further consists of the Chief Executive Officer and four Directors, one of whom is independent. The Committee met five times in 2009. In addition to its powers under the Articles of Association and the Bekaert Charter, the main items on the Committee’s agenda were:

a preliminary analysis of the budget for 2009;
the follow-up of the long-term strategy of the Group and its major components.