Corporate governance

Barco embraces the principles of good management and transparency laid down in the 2020 Belgian Code on Corporate Governance Code. Solid corporate governance is at the heart of Barco and forms an integral part of its corporate strategy.

Capital & articles of association

Articles of association

Download latest version (June 9, 2022) English - Nederlands

Capital status as of 9 June 2022

Basic data
Total Capital:	56,752,735.86 euro
Total number of securities conferring voting rights:	92,916,645 shares
Total number of voting rights (the denominator):	92,916,645 shares (one voting right per share)
Supplementary data
Total number of debentures convertible into securities conferring voting rights:	none
Total number of rights, whether or not reflected by securities, to subscribe for securities conferring voting rights yet to be issued:	none
Total number of voting rights that may result from the exercise of such subscription rights:	none
Total number of shares without voting rights:	none

Corporate governance

Corporate governance charter

Barco's corporate governance charter incorporates and supplements the corporate governance terms set forth in the Belgian Code of companies and associations and the Articles of Association of Barco NV. Moreover, the corporate governance statement in the annual report describes the major developments in this area over the past year.

Should you have questions or comments about Barco's corporate governance approach, do not hesitate to contact the Compliance Officer.

Latest update: May 6, 2020

Corporate governance compliance

In accordance with article 3:6, §2 of the Code of Companies and Assocations, Barco applies the 2020 Belgian Code on Corporate Governance . This code can be downloaded via the link www.corporategovernancecommittee.be.

Below is an overview of the articles of the Belgian Code on Corporate Governance which Barco does not comply with, as well as an explanation for such non-compliance.

Art.7.6	The Board of Directors decided not to grant shares to non-executive board members as part of their remuneration. Such grant will trigger tax and practical ramifications for non-Belgian residents. Moreover, several directors already hold a significant number of Barco shares.
Art. 7.8	The variable part of the executive remuneration package is linked to the overall corporate and business unit performance and sustainability criteria, which have become increasingly important for investors. Both are a function of, and thus also a measure for, the executives’ individual performance.
Art. 7.9	The Board of Directors has not set a minimum threshold of shares to be held by the executives. The remuneration package for executives is sufficiently balanced with various components to incentivize executives to pursue a strategy of sustainable profitable growth.
Art. 7.12	The Board of Directors endeavors to insert a ‘clawback provision’ in contracts of employment with executives to the extent permissible by the law governing such contract.

Shareholders’ meetings

Barco encourages its shareholders to register for the general shareholders meetings and to exercise their shareholders rights. It is a unique opportunity to meet with the management and to discuss the company’s results and strategy.

The ordinary General Meeting of Shareholders is convened once a year, on the last Thursday of April.
A Special or Extra-ordinary Meeting of Shareholders may also be called whenever the Company interests dictate. Rules relating General Meetings and main rights and obligations of Shareholders are further detailed in the company’s articles of association.

All necessary information and documents to attend the general meeting or to participate by proxy as well as the results of the previous general meetings can be found here.

Instructions Livestream Ordinary shareholders meeting can be downloaded here.

Ordinary General shareholders’ meeting – 27 April 2023

Documents
Convening Notice	English	Nederlands
Proxy	English	Nederlands
Remuneration Policy - proposal	English
CV Lord Sassoon	English
Registration guidelines Lumi Connect	English	Nederlands
Presentation	English	Nederlands
Voting results	English	Nederlands
Minutes		Nederlands

Shareholder meetings – archive

Major holdings

Shareholders who cross, either up- or downwards, the threshold of three (3) percent of the company’s share capital on a fully diluted basis must disclose their holdings. A subsequent disclosure is required for each crossing, either up- or downwards, of the threshold of five (5) percent and each multiple of five (5) percent of the company’s share capital.

Disclosures

Your disclosures must be transmitted to both Barco and the FSMA.

Please send your disclosures to
- Barco (LegalRiskCompliance@barco.com)
- FSMA (trp.fin@fsma.be)
For the denominator, please refer to Capital & Articles of association.

Detailed information can be found in the Extract from the Guide to the Transparency Legislation FSMA_2011_08 of 11 February 2020 (available on the website of the Financial Services and Markets Authority (FSMA). For the notifications the FSMA recommends the use of its standard form TR-1 BE (also available from the FSMA website).

Ownership of the company’s shares (situation as per 07/09/2023)

The above overview is based on the disclosures and notifications received by the company and may not reflect the actual shareholdings of the owners listed.

Dematerialization of shares

If you want to dematerialize your shares and transfer them from your securities account to Barco’s nominative shareholders register, you need to contact the bank holding your securities account. Your bank must send the duly completed and signed instruction form made available by the Central Securities Depositary Euroclear (“Change of form demat into registered”) to Barco, whereupon Barco will also sign this form and forward it to Euroclear. Euroclear will process the instruction so that your securities account with your bank will be debited with the number of shares you want to transfer to Barco’s nominative shareholders register and Barco’s account of registered shares will be credited with the same number. Please note that the bank may charge certain administrative costs to complete this procedure.
You must provide us with your contact details (domicile + email address) as well as bank account details for the dividend payments.
Upon the completion of this process, Barco will send you by registered mail a duly signed share certificate, certifying that the transferred shares have been duly recorded in its nominative shareholders register.
As a nominative shareholder, you will be invited via email to our annual shareholders meeting and will receive any approved dividends directly on your account wired by Barco after deduction of any applicable taxes or duties.

Transparency declarations

Insider Trading

The EU Regulation n° 596/2014 on market abuse, commonly known as the “Market Abuse Regulation” or “MAR”, aims to prevent market abuse by defining the rules on trading in a company’s shares by its insiders as well as the disclosure of inside information, and by sanctioning market manipulation. Barco has translated these rules into its Market Abuse Prevention Policy. This policy summarizes the obligations regarding market abuse imposed on Barco as an issuer, its directors and executive management, as well as persons closely associated with them, and certain employees and other persons carrying out activities for Barco.

One of these obligations relates to the disclosure of so-called insider trading. The directors and executive managers as well as persons closely associated with them must inform the Compliance Officer and the FMSA of every transaction in financial instruments related to Barco and conducted on their own account within three business days unless the aggregate value thereof does not exceed the amount of EUR 5.000 per calendar year.

Below is a quarterly overview of the reported transactions per category (directors, executive members, employees).

	1st Quarter	2nd Quarter	3rd Quarter	4th Quarter
2023	Q1 - 2023	Q2 - 2023
2022	Q1 - 2022	Q2 - 2022	Q3-2022	Q4 - 2022
2021	Q1 - 2021	Q2 - 2021	Q3 - 2021	Q4 - 2021
2020	Q1 - 2020	Q2 - 2020	Q3 - 2020	Q4 - 2020
2019	Q1 - 2019	Q2 - 2019	Q3 - 2019	Q4 - 2019
2018	Q1 - 2018	Q2 - 2018	Q3 - 2018	Q4 - 2018

Remuneration policy

Pursuant to art. 7:89/1 of the Code of companies and associations, Barco has determined its remuneration policy for its directors, CEO and executive management. The shareholders have approved the policy at the annual meeting of 28 April 2022 with a 56% majority.

Download the remuneration policy: English - Nederlands

Get in touch

Kurt Verheggen

Compliance officer

+32 56 23 34 35
kurt.verheggen@barco.com

Barco company address

Beneluxpark 21
BE-8500 Kortrijk, Belgium
Tel: +32 56 23 32 11

Barco registered office

Pres.Kennedypark 35
BE-8500 Kortrijk, Belgium
Tel: +32 56 23 32 11