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Board of Directors and Executive Management

On 1 January 2020, the 2020 Belgian Code on Corporate Governance (the “Code 2020”) and the new Belgian Code on Companies and Associations (the “BCCA”) entered into force and became applicable to Bekaert. The Bekaert Corporate Governance Charter and the Articles of Association of the Company were amended to bring both of them in line with the Code 2020 and the BCCA.

Bekaert complies with the provisions of the Code 2020, except with provisions 7.3 and 7.6.

Contrary to provision 7.3 of the Code 2020 according to which the Board of Directors should submit the Company’s remuneration policy for non-executive Directors and Executive Management to the General Meeting of Shareholders, the Company did not yet do so. Bekaert waited for the implementation of the European Shareholder Rights Directive II 1 into Belgian law and will submit its remuneration policy to the Annual General Meeting of 12 May 2021.

Contrary to provision 7.6 of the Code 2020 according to which non-executive Directors should receive part of their remuneration in the form of shares in the Company, non-executive Directors of Bekaert are recommended, but not required, to hold the value of one fixed annual fee in Bekaert shares during the period of their tenure. Despite the non-mandatory character of this shareholding principle, Bekaert believes that the long-term view of shareholders is fairly represented at the Board considering that the Chairman is partly remunerated in Bekaert shares subject to a three year lock-up and that the non-executive Directors who are appointed upon nomination by the reference shareholder already hold Bekaert shares (or certificates relating thereto).

The Code 2020 is available at www.corporategovernancecommittee.be.

The Bekaert Corporate Governance Charter is available at www.bekaert.com.

1 Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement.

Board of Directors

The Company has adopted the one-tier governance structure: the primary decision-making body is the Board of Directors. The Board of Directors is authorized to carry out all actions that are necessary or useful to achieve the Company’s purpose, except for those for which the General Meeting of Shareholders is authorized by law or by the Articles of Association.

The Board of Directors consists of thirteen members, who are appointed by the General Meeting of Shareholders.

Seven of the Directors are appointed from among candidates nominated by the principal shareholder. 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.
Five of the Directors are independent in accordance with the criteria of Article 7:87, §1 of the BCCA and provision 3.5 of the Code 2020: Henriette Fenger Ellekrog (first appointed in 2020), Colin Smith (first appointed in 2018), Eriikka Söderström (first appointed in 2020), Jürgen Tinggren (first appointed in 2019) and Mei Ye (first appointed in 2014).

The Board of Directors met on ten occasions in 2020: there were six regular meetings and four extraordinary meetings. In addition to its statutory powers and powers under the Articles of Association and the Bekaert Corporate Governance Charter, the Board of Directors discussed the following matters, among others, in 2020:
  • the corporate strategy and strategic projects;
  • the budget for 2021;
  • the succession planning at the Board and Executive Management levels;
  • the Covid-19 pandemic: impact on the Group, mitigation measures and specific actions (such as, the Annual General Meeting behind closed doors, the reduction of dividend over financial year 2019);
  • the restructuring process and plan in Belgium;
  • the issuance of retail bonds;
  • the corporate governance structure;
  • the mandatory auditor rotation in 2021;
  • the remuneration and long-term incentives for the Chief Executive Officer and the other members of the Executive Management;
  • governance, risk and compliance;
  • continuous monitoring of the debt and liquidity situation of the Group.
     
Name First appointed Expiry
of
current
Board term
Principal occupation (2) Number of regular/ extraordinary meetings attended
Chairman
Jürgen Tinggren(1)
May 2019 May 2023 NV Bekaert SA
10 
Chief Executive Officer
Oswald Schmid May 2020 May 2022 NV Bekaert SA 7
Matthew Taylor May 2014 May 2020 NV Bekaert SA 2
Members nominated by the principal shareholder
Gregory Dalle
May 2015 May 2023 Managing Director, Credit Suisse, division Investment Banking and Capital Markets (UK)  10
Charles de Liedekerke May 1997 May 2022 Director of companies 9
Christophe Jacobs van Merlen May 2016 May 2024 Managing Director, Bain Capital Private Equity (Europe), LLP (UK) 9
Hubert Jacobs van Merlen May 2003 May 2022 Director of companies 10
Caroline Storme
May 2019 May 2023 R&D Finance Lead Neurology at UCB (Belgium)
10
Emilie van de Walle de Ghelcke May 2016 May 2024 Senior Legal Counsel, Sofina (Belgium) 10
Henri Jean Velge May 2016 May 2024 Director of Companies 10
Independent Directors
Celia Baxter May 2016 May 2020 Director of companies 2
Henriette Fenger Ellekrog
May 2020 May 2021 Chief Human Resources Officer, Ørsted
6
Pamela Knapp
May 2016 May 2020 Director of Companies 4
Colin Smith May 2018 May 2022 Independent director of and advisor to companies 9
Eriikka Söderström
May 2020 May 2021 Chief Financial Officer, F-Secure
6
Mei Ye May 2014 May 2022 Independent director of and advisor to companies 10

(1) Jürgen Tinggren is an independent Director.
(2) The detailed résumés of the Directors are available at www.bekaert.com.

Matthew Taylor decided to resign from his position as Director of the Company with effect as of 12 May 2020. The Board of Directors co-opted Oswald Schmid as Director with effect as of 12 May 2020. His mandate as Director was confirmed by the Annual General Meeting of 13 May 2020.

Committees of the Board of Directors

Since 1 January 2020, the Board of Directors has two advisory Committees. 2

The Board of Directors decided to abolish its (i) Strategic Committee immediately following the entry into force of the new Articles of Association; and (ii) the BBRG Committee as of 2020, considering the further integration of BBRG in the Bekaert Group.

Audit, Risk and Finance Committee

The Audit, Risk and Finance Committee is composed in accordance with Article 7:99 of the BCCA and provision 4.3 of the Code 2020: all of its four members are non-executive Directors and two of its members, Eriikka Söderström and Jürgen Tinggren, are independent. Eriikka Söderström’s competence in accounting and auditing is demonstrated by her position as Chief Financial Officer of F-Secure and her former finance roles in Nokia Networks, Nokia Siemens Networks, Oy Nautor ab, Vacon Plc and Kone Corporation. The members of the Committee have a collective expertise relevant to the sector in which the Company is operating. Hubert Jacobs van Merlen has been appointed by the members of the Committee as the chairman. 

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 the Executive Management.

Name Expiry of current Board term Number of regular and extraordinary meetings attended
Hubert Jacobs van Merlen 2022 5
Charles de Liedekerke 2022 5
Eriikka Söderström(1) 2021 3
Jürgen Tinggren
2023 5
Pamela Knapp(2)
2020 2

(1) As of the Annual General Meeting held in May 2020.
(2) Until the Annual General Meeting held in May 2020.

The Committee had four regular and one extraordinary meeting in 2020. The Statutory Auditor attended two meetings. In addition to its statutory powers and its powers under the Bekaert Corporate Governance Charter, the Committee discussed the following main subjects:

  • the financing structure of the Group;
  • the debt and liquidity situation;
  • the activity reports of the internal audit department;
  • the reports of the Statutory Auditor;
  • governance, risk and compliance and review of the major risks and the related mitigation plans under Bekaert’s enterprise risk management program;
  • the issuance of retail bonds;
  • the mandatory auditor rotation in 2021;
  • internal control and risks.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is composed as required by Article 7:100 of the BCCA and provision 4.3 of the Code 2020: all of its three members are non-executive Directors and the majority of the members is independent. It is chaired by the Chairman of the Board. The Committee’s competence in the field of remuneration policy is demonstrated by the relevant experience of its members.

Name Expiry of current Board term Number of regular and extraordinary meetings attended
Jürgen Tinggren 2023 4
Henriette Fenger Ellekrog(1) 2021 2
Christophe Jacobs van Merlen 2024 4
Celia Baxter(2)
2020 2

(1) As of the Annual General Meeting held in May 2020.
(2) Until the Annual General Meeting held in May 2020.

One of the Directors nominated by the principal shareholder and the Chief Executive Officer is invited to attend the Committee meetings as a guest, without being a member.

The Committee met four times in 2020. In addition to its statutory powers and its powers under the Bekaert Corporate Governance Charter, the Committee discussed the following main subjects:

  • talent, leadership and culture;
  • succession planning at Board and Executive Management levels;
  • the remuneration report;
  • the remuneration policy;
  • the variable remuneration for the Chief Executive Officer and the other members of the Executive Management for their performance in 2019;
  • target setting for 2020;
  • the base remuneration for the Chief Executive Officer and the other members of the Executive Management for 2020.

Evaluation

The main features of the process for evaluating the Board of Directors, its Committees and the individual Directors are described in this section and in paragraph II.3.4 of the Bekaert Corporate Governance Charter. The Chairman is in charge of organizing periodic performance appraisals through an extensive questionnaire that addresses:

  • the functioning of the Board or Committee;
  • the effective preparation and discussion of important issues;
  • the individual contribution of each Director;
  • the present composition of the Board or Committee against its desired composition;
  • the interaction of the Board with the Executive Management.

Mid-2020 a self-assessment was conducted of the Board of Directors, focusing on the role and responsibilities of the Board and the Board Committees, Board meetings, Board composition and teamwork, relationship with management, relationship with shareholders, and overall Board effectiveness.

Executive Management

The Board of Directors has delegated special operational powers to the Bekaert Group Executive (BGE), under the leadership of the Chief Executive Officer. The BGE has sub-delegated certain of these operational powers to individuals within their functional or operational responsibility.

The BGE is composed of members representing the global Business Units and the global functions.

Matthew Taylor retired from his position as Chief Executive Officer with effect as of 12 May 2020. As of 12 May 2020, Oswald Schmid acted as the interim Chief Executive Officer, pending the appointment of a new Chief Executive Officer. On 2 March 2021, the Board of Directors has appointed Oswald Schmid as Chief Executive Officer.

Rajita D’Souza left the Company per 31 December 2020. Kerstin Artenberg joined the Company as new Chief Human Resources Officer on 8 February 2021.

On 1 April 2021, Yves Kerstens will join Bekaert as Divisional CEO Specialty Businesses and Chief Operations Officer. Jun Liao will take up the role of China CEO and lead the China Transformation Office in addition to his current responsibilities as country manager for China.

 
Name Position Appointed
Matthew Taylor(1) Chief Executive Officer 2013
Oswald Schmid
Chief Executive Officer(2) and Chief Operations Officer
2019
Taoufiq Boussaid
Chief Financial Officer
2019
Rajita D’Souza(3) Chief Human Resources Officer 2017
Kerstin Artenberg(4)
Chief Human Resources Officer 2021
Juan Carlos Alonso
Chief Strategy Officer 2019
Curd Vandekerckhove Divisional CEO Bridon-Bekaert Ropes Group 2012
Arnaud Lesschaeve Divisional CEO Rubber Reinforcement 2019
Jun Liao Divisional CEO Specialty Businesses 2018
Stijn Vanneste Divisional CEO Steel Wire Solutions 2016

(1) Until 12 May 2020.
(2) Interim Chief Executive Officer as of 12 May 2020 and Chief Executive Officer as of 2 March 2021.
(3) Until 31 December 2020.
(4) As of 8 February 2021.

Diversity

At Bekaert, we believe in working together to achieve better performance. As a truly global company, we embrace diversity across all levels in the organization, which is a major source of strength for our Company. This applies to diversity in terms of nationality, cultural background, age or gender, but also in terms of capabilities, business experience, insights and views.

Nationality diversity


 # people  # nationalities # non-native(1) % non-native
Board of Directors  13  8 7 54%
Bekaert Group Executive  8  7 6 75%

(1) Non-native = nationality other than the one of the Company, i.e. Belgium.

Gender diversity

Since the Annual General Meeting of 11 May 2016, the Company is compliant with the legal requirement that at least one third of the members of the Board of Directors are of the opposite gender.
Bekaert adopts a recruitment and promotion policy that aims to gradually generate more diversity, including gender diversity.

 

 # people % male % female
Board of Directors  13  62% 38%
Bekaert Group Executive  8  87% 13%

By 2030, Bekaert aims to reach a gender diversity ratio of 33% at the Bekaert leadership level (BGE + Management functions B13 and above (Hay classification reference)).

Age diversity


 # people 30-50 years old over 50 years old
Board of Directors  13  31% 69%
Bekaert Group Executive  8  50% 50%

More information on diversity is available in the separate Sustainability Report, issued on 26 March 2021. 

Conduct policies

Statutory conflicts of interest in the Board of Directors

In accordance with Article 7:96 of the BCCA, a member of the Board of Directors should give the other members prior notice of any agenda items in respect of which he/she has a direct or indirect conflict of interest of a financial nature with the Company, and should refrain from participating in the discussion of and voting on those items. A conflict of interest arose on two occasions in 2020. The provisions of Article 7:96 of the BCCA were complied with.

On 3 March 2020, the Board discussed and had to vote on the short-term variable remuneration of the Chief Executive Officer on account of his 2019 performance (€ 623 102), his base salary and his individual targets for 2020.
Excerpt from the minutes:

RESOLUTION

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

  • approves the proposed short-term variable remuneration payable to the Chief Executive Officer on account of his 2019 performance;
  • resolves not to increase the base salary for the CEO.
RESOLUTION
On the motion of the Nomination and Remuneration Committee, the Board approves the proposed short-term variable remuneration objectives for the CEO in respect of 2020.
 
On 19 November 2020, the Board of Directors discussed and had to vote on a discretionary bonus for the interim Chief Executive Officer.
Excerpt from the minutes:
 
RESOLUTION
Upon the recommendation of the Nomination and Remuneration Committee, the Board approves a discretionary bonus of € 155 000 to be paid to the interim CEO after one year of service as interim CEO (to be prorated if his role as interim CEO will actually be shorter or longer than one year).
 
The Board of Directors discussed the succession of the Chief Executive Officer at several occasions. The Chief Executive Officer and the interim Chief Executive Officer refrained from participating at these discussions.
 

Other transactions with Directors and Executive Management

The Bekaert Corporate Governance Charter contains conduct guidelines with respect to direct and indirect conflicts of interest of the members of the Board of Directors and the BGE that fall outside the scope of Article 7:96 of the BCCA. Those members are deemed to be related parties to Bekaert and have to report their direct or indirect transactions with Bekaert or its subsidiaries.

Bekaert is not aware of any potential conflict of interest concerning such transactions occurring in 2020 (cf. Note 7.4 to the consolidated financial statements).

Code of Conduct

The Board of Directors has approved the Bekaert Code of Conduct, which was first issued on 1 December 2004 and last updated in October 2020.

The Bekaert Code of Conduct describes how the Bekaert values (We act with integrity – We earn trust – We are irrepressible!) are put into practice. It provides principles to follow when confronted with ethical choices and compliance matters.

The Bekaert Code of Conduct is included in its entirety in the Bekaert Corporate Governance Charter as Appendix 3.

Market abuse

The Board of Directors has adopted the Bekaert Dealing Code on 28 July 2016, which became effective on 3 July 2016. The Bekaert Dealing Code is included in its entirety in the Bekaert Corporate Governance Charter as Appendix 4.

The Bekaert Dealing Code restricts transactions in Bekaert financial instruments by members of the Board of Directors, the BGE, senior management and certain other persons during closed and prohibited periods. The Code also contains rules concerning the disclosure of executed transactions by leading managers and their closely associated persons through a notification to the Company and to the Belgian Financial Services and Markets Authority (FSMA). The Company Secretary is the Dealing Code Officer for purposes of the Bekaert Dealing Code.