Conduct Policies

conduct policies

Statutory conflicts of interests in the Board of Directors

In accordance with Article 523 of the Companies Code, a member of the Board of Directors should give the other members prior notice of any agenda items in respect of which he has a direct or indirect conflict of interests of a financial nature with the company, and should refrain from participating in the discussion of and voting on those items. A conflict of interests arose twice in 2009, and the provisions of Article 523 were complied with on both occasions.

On 12 March 2009 the Board had to determine the remuneration of the Chief Executive Officer. Excerpt from the minutes:

On the motion of the Nomination and Remuneration Committee, the Board approves:

  • the grant of a bonus of € 470 000 to the Chief Executive Officer for 2008;
  • the 2009 bonus target proposal for the Chief Executive Officer; and
  • an increase in the fixed remuneration of the Chief Executive Officer by 2.5% for 2009.

Also on 12 March 2009 the Board had to determine the remuneration of the Chairman of the Board. Excerpt from the minutes:

Sir Anthony Galsworthy assumes the chair of the meeting in his capacity as the longest serving independent Member of the Board. Dr Alan Begg chaired the Nomination and Remuneration Committee meeting and Mr Maxime Jadot acted as the Committee’s secretary during the discussion of this subject. At Sir Anthony’s request, Mr Jadot reports the Committee’s recommendations:

  • to keep the set amount of € 500 000 per year, without variable remuneration or stock options in accordance with the Belgian Corporate Governance Code, and to extend the terms of the existing contract;
  • to keep the required availability of 50% of the Chairman’s time;
  • to have the outstanding deferred compensation (pension arrangement) reviewed by the Committee;
  • timely to initiate the Chairman succession planning process.

On the motion of the Nomination and Remuneration Committee, the Board resolves to keep the remuneration of the Chairman for the performance of all his duties in the Company at the set amount of € 500 000 for each of the periods June 2009 - May 2010, June 2010 - May 2011 and June 2011 - May 2012, and otherwise to extend the terms of the existing contract between the Company and the Chairman for those periods. The Board requests the Committee to review the Chairman’s outstanding deferred compensation. This resolution is subject to:

  • the re-appointment of the Chairman as a Director for a term of three years up to and including the Ordinary General Meeting to be held in 2012;
  • his re-election as Chairman for the same term; and
  • the approval of this resolution by the Ordinary General Meeting of Shareholders.

Reference is also made to Note 7.6 (Events after the balance sheet date) to the consolidated financial statements.

Other transactions with Directors and Executive Management

The Bekaert Charter contains conduct guidelines with respect to direct and indirect conflicts of interests of the members of the Board of Directors and the Bekaert Group Executive that fall outside the scope of Article 523 of the Companies Code. Those members are deemed to be related parties to Bekaert, and have to report, on an annual basis, their direct or indirect transactions with Bekaert or its subsidiaries. Bekaert is not aware of any potential conflict of interests concerning such transactions occurring in 2009 (cf. Note 7.5 to the consolidated financial statements).

Market abuse

In accordance with provision 3.7 of the Belgian Corporate Governance Code, the Board of Directors has, on 27 July 2006, promulgated the Bekaert Insider Dealing Code, which is included in its entirety in the Bekaert Charter as Appendix 4. The Bekaert Insider Dealing Code restricts transactions in Bekaert securities by members of the Board of Directors, the Bekaert Group Executive, senior management and certain other persons during closed and prohibited periods. The Code also contains rules concerning the mandatory internal notification of intended transactions, as well as the disclosure of executed transactions through a notification to the Belgian Banking, Finance and Insurance Commission (CBFA). The Chairman of the Board is the Compliance Officer for purposes of the Bekaert Insider Dealing Code.

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