Corporate Governance

Committees

Remuneration committee

The remuneration committee consists of the independent directors Michel Guillet, Cornelius Geber and Éric Licoys. Its brief is to make proposals to the Board of Directors regarding directors’ fees, the remuneration of Group executives and the allocation of stock options and gratis stock.

The committee met twice in 2006. The attendance rate was 100%.

Audit committee

The Audit committee consists of the independent directors Henk Bodt, Jacques Clay and Raymond Svider, and its brief is as follows:

to give an opinion on the appointment or reappointment of the auditors,
to ensure the independence and objectivity of the auditors,
to select consolidation guidelines, to ensure the appropriateness and permanence of the accounting policies used to draw up the consolidated and parent-company financial statements, and to ensure the appropriateness of the treatment of significant operations at Group level,
to ensure, on behalf of general management, that the Group fulfils all its legal and financial reporting requirements to the stock market authorities,
to evaluate the extent to which the auditors are satisfied with the quality of information received from the Group’s departments in carrying out their audit, and to seek the views of management regarding the auditors’ sensitivity to the Group’s activities and operating environment,
to examine all information brought to its attention concerning any of the Company’s operations and transactions that raise ethical issues, and concerning any transactions that create a conflict of interest due to their nature or the people involved,
to bring to the Board’s attention improvements that have been made or are yet to be made in internal control methods.

The committee met three times in 2006. The attendance rate was 100%.

Appointments committee

At a meeting on 1 April 2003, the Board of Directors decided to set up an appointments committee.
The committee consists of the independent directors Michel Guillet, Cornelius Geber, Eric Licoys and Jean-Paul Villot. Its brief is as follows:

to propose a definition of an independent director,
to give an opinion, when required, on the independence of a given director, and make suggestions to the Board concerning changes in its composition,
to pre-select Board candidates according to the following criteria:
   - independence, competence, motivation and availability
   - suitability with respect to the Board’s current composition and desired changes
   - the requirement to maintain a certain number of independent directors on the Board,
to pre-select the future Chairman and CEO,
to examine all issues relating to the rights and obligations of members of the Board of Directors.

The committee met twice in 2006. The attendance rate was 100%.