Compliance with “The Belgian Code on Corporate Governance”
Barco complies to a large extent to all corporate governance rules,
as can be found in “The Belgian Code on Corporate Governance”, which can be consulted on www.corporategovernancecommittee.be.
Following is a survey of the principles and guidelines of the code that Barco does not comply with, along with an explanation of the reasons for non-compliance.
Principle 4.6, Nomination and appointment
Any proposal for the appointment of a director by the shareholders' meeting should be accompanied by a recommendation from the board, based on the advice of the nomination committee.
The proposal should specify the proposed term of the mandate, which should not exceed four years. It should be accompanied by relevant information on the candidate's professional qualifications together with a list of the positions the candidate already holds. The board will indicate whether the candidate satisfies the independence criteria.
Until now, directors were appointed by the general meeting for a term of maximum 6 years. The board of directors will propose at the extraordinary general meeting to limit terms of office to 4 years. Terms of office of current directors will remain unchanged.
Without prejudice to applicable legal provisions, proposals for appointment should be communicated at least 24 days before the general meeting, together with the other points on the agenda of the general meeting. This provision also applies to proposals for appointment originating from shareholders.
As required by law (article 533, paragraph 4), proposals for appointment are included in the concerning notice of the general meeting.
Principle 5, Appendix C, Audit Committee, 5.2/1
The board should set up an audit committee composed exclusively of non-executive directors. At least a majority of its members should be independent. The chairman of the board should not chair the audit committee. The board should
satisfy itself that the committee has sufficient relevant expertise to fulfill its role effectively, notably in financial matters.
One of the members of the audit committee can not be considered as independent for historical reasons. This member of the board represents Gimv, which owned more than 10% of the shares in the past, and which has no conflicting interests with Barco. The member’s competences and wide financial experience guarantee important expertise in his position as a member of the audit committee.
Principle, Appendix D, Nomination Committee, 5.3/1
The board should set up a nomination committee composed of a majority of independent non-executive directors.
The nomination committee is currently composed of three members, all of whom are non-executive directors. Only one is independent; the other two are non-independent. One of these non-independent directors was appointed to represent a shareholder who was not independent at that time as this shareholder held more than 10% of the shares. But today this shareholder holds less than 10% of the shares. Moreover, this shareholder, nor the director, have conflicting interests with Barco.
The level of shareholding for the submission of proposals by a shareholder to the general shareholders' meeting should not exceed 5% of the share capital.
According to the articles of the association (article 30) and the code on companies (article 532), shareholders owning more than 20% of the company’s shares can request that a general shareholders’ meeting be convened. A 5% limit is not appropriate given the size of the company.
Principle 9, Appendix F, Disclosure requirements, 9.4/1
The CG Chapter of the annual report should at least include:
- for the CEO and the other members of the executive management, on an individual basis, the number and key features of shares, share options or any other right to acquire shares, granted during the year.
For the other members of the executive management, this information is given on a global basis. Barco considers this to be sufficient in view of the current social environment and in order to avoid singling out individuals who are involved in day-to-day management interaction in the company.
Furthermore, all individual trading in financial instruments related to Barco, is made public on the BFIC website in line with the Royal Decree of 5 March 2006.
