Our purpose is to provide business leaders with a snapshot of current practice on Belgian boards

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Belgium Board Index

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Contents Foreword 1 Highlights of the 2014 Belgium Board Index 2 Our survey approach 3 Board size and composition 4 Remuneration 7 Committees composition 8 Committee remuneration 9 International comparison 12 International comparison table 14 Board composition and executive committee 16 Committee structure and detail 20 About Spencer Stuart 22

Foreword

The Spencer Stuart Board Index is an annual study which analyses aspects of board governance, including composition, committees and remuneration, among major listed companies. First published 28 years ago in the US, there are now editions in 18 countries around the world. Last year we released the first Belgium Board Index which focused on the 20 largest companies in the Belgian segment of the NYSE EuroNext, the Bel20. This year we have expanded the sample to 56 companies to include the Bel Mid companies. Our purpose is to provide business leaders with a snapshot of current practice on Belgian boards. The principal guide to corporate governance best practice in Belgium is the 2009 Belgian Corporate Governance Code, written by a committee of corporate leaders in Belgium. Since then, the Belgian government has put some of the Code’s recommendations into law, most notably the 2009 and 2010 laws obliging listed and government-owned companies to set up audit and remuneration committees, and the 2011 law on gender quota that requires boards of listed and government-owned companies to have at least one-third of female directors on the board of directors. We hope you find this second, expanded edition of the Belgium Board Index useful. The latest edition of each Spencer Stuart Board Index can be found on our website, www.spencerstuart.com, alongside a wide range of other publications covering board and corporate governance issues.

1

Highlights of the 2014 Belgium Board Index

41% The proportion of female directors in the Bel20 deemed independent

2.6 The average number of nationalities represented on Belgian boards

4 th Belgium’s ranking in Europe for the proportion of foreign directors

2

WOMEN AS INDEPENDENT DIRECTORS In 2014, 41% of Bel20 directors are deemed independent, practically unchanged from last year (40%). It is interesting to observe that a far higher proportion of female directors are classified as independent (70%) than last year (55.6%). This suggests that men still dominate the ranks of executive board members and shareholder representatives, and that a large proportion of newly appointed women are independent.

INTERNATIONAL DIVERSITY With an average of 2.6 nationalities on the board, in terms of international diversity Belgium is ahead of Germany (where the average number of nationalities on a board is 2.3), but behind the UK (3.2), Netherlands (3.4), and France (5.0), among others. The most common foreign countries represented on Belgian boards are France (26.5%), the Netherlands (11.8%), and the United Kingdom (17%). The United States (11%) and Germany (10%) complete the top five, which together account for over 75% of foreign directors.

Foreign directors The proportion of foreign directors on Belgian boards is relatively high compared with the rest of Europe. 29% of all directors are foreigners. Only Switzerland (55%), the Netherlands (43%), and the UK (33%) have a higher proportion of foreign directors.

Our survey approach

The 2013 Belgium Board Index covers companies in the Bel20 and Bel Mid indices. The purpose of this survey is to provide a comprehensive review of board practice in the major Belgian listed companies at a fixed point in time. For this Board Index we work with two cut-off points: Information is taken from year-end data (31 December, 2013) published in annual reports, with the exception of board composition data which is taken from 31 May, 2014. We have analysed each index separately, as well as providing averages for both indices combined. For the Bel20 companies we include a comparison with last year’s results. In future years we will refer back to historical data published in the annual Board Index for the Bel Mid boards as well. We believe the expansion of the sample of Belgian listed companies analysed for the purpose of the Board Index provides an even better benchmark for measuring corporate governance effectiveness in the country. Where relevant, we have included a comparison with the main indexes in other European countries. When reviewed in conjunction with other Spencer Stuart Board Indexes the data may be useful to any Belgian company seeking to evaluate its own governance. The tables that appear in the back of this Board Index contain detailed information on each company. The source of the data is the company’s latest published annual report. All the information has been validated by each company prior to publication.

3

Board size and composition

Board size At 12.3 the average board size for the Bel20 companies remains almost the same in 2014 as last year (12.2). 70 per cent of the boards have between 9 and 14 members. The boards of Bel Mid companies tend to be smaller, with an average size of 9.1. For both indexes combined, the average board size is 10.2. Board sizes for Bel 20 and Bel Mid companies Number of directors

2014

Bel 20 (% of companies) 2013

2012

Bel Mid (% of companies) 2014 2013

8 or fewer

10

10

15

49

49

9–11

35

40

25

31

34

12–14

35

30

40

17

14

15 or more

20

20

20

3

3

Executive directors Executive directors account for 15.3 per cent of all board members across both indices. They account for 18.7 per cent of Bel Mid boards (an average of 1.7 executive directors per board) and 10.7 per cent of Bel20 boards (an average of 1.3 per board).

Independence 41 per cent of all Bel20 directors and 40 per cent of all Bel Mid directors (including chairmen) are considered independent. Chairmen are independent in 40 per cent of the Bel20 companies and 37 per cent of Bel Mid companies. The proportion of independent directors is significantly higher among women on boards: 70 per cent of all female directors in the Bel20 and 56 per cent of all female directors in the Bel Mid are considered independent, the same as last year.

The roles of chairman and chief executive The Belgian Code of Corporate Governance recommends that the roles of chairman and CEO should be separated. Most companies follow this rule, with Colruyt and GDF-Suez being the only exceptions in the Bel20 and Econocom the only exception in the Bel Mid.

4

19.4 per cent of Bel Mid companies are led by co-CEOs or co-managing directors. This model of shared leadership is not found among Bel20 companies. The CEO is a member of the board in 89 per cent of companies in the combined indices (85 per cent in the Bel20 and 92 per cent in the Bel Mid).

Foreign directors Across both Bel20 and Bel Mid indices, 28.9 per cent of directors are not Belgian nationals. In 2013, 37 per cent of Bel20 directors were non-Belgian. However, excluding GDF-Suez and Delta Lloyd, who are primarily listed on the French and Dutch stock exchanges respectively, the percentage of foreign directors drops to 31.5. This level has remained unchanged for the last three years. Seven companies (Anheuser-Busch Inbev, Ageas, Delhaize, GBL, Telenet, UCB, and Umicore) have 50 per cent or more foreign directors. In the Bel Mid companies 22.7 per cent of directors were foreign in 2013. Eight companies (RTL Group, RHJ International, Galapagos, Euronav, Arseus, Ablynx, Mobistar, and Nyrstar) have 50 per cent or more foreign directors. Foreign representation remains high among chairmen and CEOs: 25 per cent of the Bel20 companies have a non-Belgian chairman and 35 per cent have a non-Belgian CEO. For Bel Mid companies, the percentages are 19.4 and 36 respectively. Belgian listed companies have on average 2.6 different nationalities sitting on the board (including Belgians). Bel Mid companies are slightly less diverse, with an average of 2.1 different nationalities, compared with 3.3 on the boards of Bel20 companies. Foreign director representation on European boards

% Foreign directors

CH

DK

ES

F

FI

IT

N

NL

SE

UK

59%

25%

11%

31%

26%

7%

15%

43%

18%

33%

5

Women directors The Belgian law of 28 July 2011 requires boards to ensure that one-third of their directors are women by 2017. Since 2011, the number of women on Bel20 boards has risen by 8 percentage points, up to 18.9 per cent in May 2013 and 22.8 per cent in May 2014. For Bel Mid companies, the numbers were slightly lower, at 17.2 per cent in 2013 and 19.3 per cent in May 2014. The average for the two indexes combined was 17.9 per cent in 2013. In 2014, all Bel20 companies have at least one woman on board. The median was 18 per cent at the end of May 2014, up from 16 per cent in December 2013. Almost half of the Bel20 companies have between 10 and 19 per cent women on their boards and only three companies (Belgacom, Elia, and GDF Suez) have reached the targets set by the quota at this point. One of those companies, Belgacom, well exceeds the target as half of its current board are women.

Average age of board members Bel20 executive and non-executive directors have an average age of 55.5 and 58.5 respectively. The average age of Bel20 chairmen is 59.4. The average age of Bel Mid chairmen is 66.1. The information available does not allow us to calculate an average age for the Bel Mid directors.

6

Remuneration

Chairmen Among companies that disclosed details about remuneration, 53 per cent paid the chairman only a fixed fee and 40 per cent of the companies paid both. One company paid only an attendance fee and one company did not pay the chairman. The average fixed fee for chairmen is €116 409 in a range from €4 000 to €500 000 with a median of €75 000. The average attendance fee for chairmen is €3 254 per meeting. The average fixed fee for chairmen in the Bel20 is €164 230, slightly down from last year (€166 175). The average fixed fee for chairmen in the Bel Mid is markedly lower at €88 542.

Chairman remuneration Less than € 50 000

2

13 15

€50 000–€99 000

7

€100 000–€199 000

3

€200 000–299 000

3

€300 000 or more

3

Bel20 companies

BelMid companies

6 13 6 9

4 7

2 Bel20 chairmen and 7 BelMid chairmen don’t receive remuneration

Deputy chairmen There are only eight companies with a deputy chairman. Half of those companies pay a fee to the deputy chairman that is up to twice the fixed fee awarded to the regular members of the board. None of the companies award deputy chairmen higher attendance fees. Two of the companies did not disclose detailed remuneration information.

7

Committees composition

Non-executive directors Among companies that disclosed details about remuneration, 50 per cent paid the board members only a fixed fee, 7 per cent paid only an attendance fee, and 43 per cent paid both. The average fixed fee for all companies is €32 215. The average attendance fee is €2 867 per meeting. The average fixed fee for non-executive directors in the Bel20 is €39 898, up 7.5 per cent from last year (€37 087). The average fixed fee for non-executive directors in the Bel Mid is €27 938.

8

Committee remuneration

Bel20 companies have an average of 2.7 committees, slightly more than Bel Mid companies which have an average of 2.5 committees.

Audit committee All Bel20 companies have an audit committee, as is mandatory by law. There is only one Bel Mid company, Retail Estates, that doesn’t have an audit committee. The company explains in its annual report that the duties of the audit committee as described by the law are taken up by the whole board. Audit committees have on average 3.6 members. 49 companies have published details of committee memberships; only three audit committees are chaired by women. Two companies combine audit and compliance committees, one company combines audit and risk and one company combines audit and finance.

Remuneration committee All Bel20 companies have a remuneration committee. Only one Bel Mid company, Intervest Offices, does not have a remuneration committee. Remuneration committees have on average 3.4 members. Four audit committees are chaired by women. 71 per cent of the companies combine the remuneration and nomination committee.

Nomination committee 90 per cent of the Bel20 companies and 80 per cent of the Bel Mid companies have a nomination committee. The nomination committees have on average 3.6 members. 82 per cent of the nomination committees are part of a combined nomination and remuneration committee.

9

Audit committee Of the companies that disclose detailed remuneration information, 38 per cent paid the audit committee chairman only a fixed fee, 29 per cent only attendance fees, and 22 per cent paid both. 11 per cent of companies do not pay the audit committee chairman an additional fee. In total, 60 per cent of companies pay their audit committee chairman a fixed fee. This fixed fee averages €20 305. 51 per cent of the companies pay the chairman an attendance fee. This fee averages €2 331. Of the audit committee members, 36 per cent are paid only a fixed fee, 33 per cent only attendance fees, and 20 per cent both. 11 per cent of companies do not pay a fee for audit committee membership. 56 per cent of companies pay their audit committee members a fixed fee. This fixed fee averages €10 130. 53 per cent pay audit committee members attendance fees. These fees average €3 719.

Remuneration Committee Of the companies that disclose detailed remuneration information, 35 per cent paid the remuneration committee chairman only a fixed fee, 35 per cent only attendance fees, and 18 per cent paid both. 12 per cent of the companies do not pay the remuneration committee chairman an additional fee. In total, 53 per cent pay their remuneration committee chairman a fixed fee. This fixed fee averages €10 141. 53 per cent of the companies pay the chairman an attendance fee. This fee averages €2 088. Of the remuneration committee members, 35 per cent are paid only a fixed fee, 40 per cent only attendance fees, and 16 per cent both. Nine per cent of the companies do not pay a fee for remuneration committee membership. 51 per cent of companies pay their remuneration committee members a fixed fee. This fixed fee averages €7 034. 56 per cent of the companies pay the remuneration committee members an attendance fee. This fee averages €1 735.

10

Nomination Committee Of the companies that disclose detailed remuneration information, 34 pay the nomination committee chairman only a fixed fee, 37 per cent only an attendance fee, and 17 per cent pay both. 12 per cent of companies do not pay a fee to the nomination committee chairman. In total, 51 per cent of companies pay their nomination committee chairman a fixed fee. This fixed fee averages €10 892. 54 per cent of the companies pay the nomination committee chairman an attendance fee. This fee averages €2 052. Of the nomination committee members, 34 per cent are paid only a fixed fee, 41 per cent only attendance fees, and 15 per cent are paid both. 10 per cent of the companies do not pay a fee for nomination committee membership. In total, 49 per cent of companies pay their nomination committee members a fixed fee. This fixed fee averages €7 539. 56 per cent of the companies pay the nomination committee members an attendance fee. Attendance fees average €1 694.

11

International comparison

In this edition of the Belgium Board Index we provide two sets of tables. In addition to the detailed company data for the Bel 30 and Bel Mid (beginning on page 16), we are publishing a chart comparing aggregated data from 16 countries (pages 14–15). All data is taken from individual country Board Indexes published by Spencer Stuart in 2014.

Constituent companies of Spencer Stuart EMEA & US Board Indexes BELGIUM

BeL20 + BelMid

FRANCE

CAC40

GERMANY

DAX30, Mdax, Sdax, Tecdax

ITALY

38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other)

NETHERLANDS

NORDICS

12

AEX and AMX Denmark

OMX Copenhagen

Finland

OMX Helsinki

Norway

Oslo Stock Exchange

Sweden

OMX Stockholm

RUSSIA

Top 50 companies from Expert 400

SOUTH AFRICA

JSE Top 40 + top companies by market cap + select SOEs

SPAIN

IBEX-35 + top companies by market cap

SWITZERLAND

SMI

TURKEY

BIST 30

UK

FTSE 150

USA

S&P 500 comprising NYSE and NASDAQ-listed companies

Data tables

13

International comparison table BELGIUM

BOARD

GENERAL INFORMATION

Size of sample

AGE FOREIGN GENDER NEW MEMBERS OTHER BOARDS

N’LANDS

56

40

66

100

50

5/35

66/0

4/96

41/9

Average number of board meetings per year

-

8.3

6.1

10.5

8.57

Percentage of companies who conducted an external board evaluation

-

35%

15%

27%

20%

Combined chairman and CEO

5%

68%

0

22%

4%8

Percentage of boards with senior independent director (SID)1

N/A

70%

N/A

44%

12%9

Average board size (total)

10.2

14

14

12.2

9.5

Average board size (excluding employee representatives)

10.2

12.8

7.6

12.2

9.5

Average number of independent board members

4.2

8.6

-

6.2

5.8

Percentage of independent board members

41%

62%

43%4

50%

62%

-

60

56.7

59.2

59.6

58.5

61

615

59.4

63

Average age: non-executive directors Average age: executive directors

55.5

59

N/A

58.5

53.2

Percentage of foreign board members (all)

29%

31%

-

7%

43%

Percentage of foreign non-executive directors

-

28%

24%

8%

45%

Percentage of foreign executive directors

-

1%

N/A

5%

36%

2.6

5

2.3

1.7

3.4

17.9%

31%

-

17.3%

16.9%

Percentage of female non-executive directors

-

32.6%

23.8%

20.1%

21.4%

Percentage of female executive directors

-

3.8%

N/A

6%

6.8%

Percentage of companies with at least one woman on the board

82.2%

100%

94%

87%

70%

Percentage of new board members

13.3%

7%

7.4%

17%

13.5%

Percentage of women among new board members

Percentage of female board directors (all)

LIMITS

ITALY

07/49

Average number of nationalities represented on the board

REMUNERATION

GERMANY

Supervisory board/unitary board of directors

Average age: all directors

35%

41%

38.2%

39%

23.4%

Percentage of non-nationals among new board members

-

36.1%

11.8%

7.2%

48.4%

Average number of boards per director (total)

-

1.5

3.2

3.9

1.110

Average number of foreign boards per director

-

0.7

-

-

-

Percentage of executive directors with an outside board

-

86%

N/A

18%

0.6%10

Percentage of boards with tenure limits

N/A

N/A

N/A

N/A

100%

Average length of tenure limits

N/A

123

N/A

N/A

12

Percentage of companies with a mandatory retirement age

N/A

3%

75%

5%

-

Average mandatory retirement age

N/A

69

75

73.3

7111

Average retainer for non-executive directors

-

€27 281

€55 000

€39 900

€77 00012

Average fee for audit committee membership

-

€12 394

€18 000

€54 800

€9 100

Average fee for remuneration committee membership

-

€11 800

N/A

€36 000

€6 400

Average compensation for nomination committee membership

-

€11 500

-

€30 300

€6 700

Average board size of ExCo EXCOM

FRANCE

6

6.7

13

5

3

3.2

Percentage of foreigners on the ExCo

25.6%

26%

22.5%

1.3%

33.3%

Percentage of women on ExCo

10.9%

10%

7.3%

6.4%

7.6%

Remuneration figures are stated in Euros. Figures for non-Euro currencies are based on conversion rates at 31 March 2014. 1 Or lead director or equivalent Finland 2 400–2.000 EUR/meeting

14

France 3 While there is no formal tenure limit in France, directors lose their independence after 12 years on the board

Germany 4 According to goals expressed in compliance statement 5 Shareholder representatives only 6 Chairmen only

Netherlands 7 Based on boards meeting less than 20 times annually. One-tier boards meet on average 7.4 times. Two-tier boards meet on average 8.8 times. 8 This relates to one-tier boards only as a combined CEO and chairman is not permissible on two-tier boards. 9 67% of all one-tier boards in the Netherlands Board Index have a Senior Director or Vice Chairman.

Denmark

NORDICS Finland Norway

Sweden

RUSSIA

SOUTH AFRICA

SPAIN

SW’LAND

TURKEY

UK

USA

25

25

25

50

41

72

92

20

30

150

495

17/8

20/5

4/21

5/45

0/41

1/71

0/92

12/08

0/30

0/150

0/495

9.5

12.1

10.6

10.1

22.3

6.2

10.4

8.3

17.5

7.6

8.1

-

-

-

-

5%

47%

88%

0%

-

40%

98%

0%

0%

4%

2%

0%

1%

65%

5%

7%

0%

53%

N/A

N/A

N/A

N/A

9.8%

52.8%

21%

15%

N/A

100%

90%

9.8

8

8.3

9.9

10.6

12.3

11.4

10.6

9.6

10.5

10.8

6.7

7.8

6.1

8.2

10.6

12.3

11.4

10.5

9.6

10.5

10.8

4.8

6.4

4.8

5.3

2.6

7

4.3

9

3.2

6.3

9.1

49%

80%

59%

53%

39%

57%

38%

85%

34%

60%

84%

55.6

57.5

56.3

57.4

52.5

55.7

59.5

60.8

-

57.5

-

55.6

57.5

56.3

57.8

53.2

57.2

-

60.6

-

59.3

63.1

50

57

50

54.7

49.3

51.6

-

56.8

-

52.4

-

25%

26%

15%

18%

24%

26%

11%

59%

15%

33%

8%16

25%

13%

15%

18%

29%

26%

89%

55%

15%

26%

-

0%

0%

0%

1%

1%

29%

11%

73%

0

7%

-

3

2.6

2.2

2.6

3

2.6

N/A

5.5

1.7

3.2

-

23.8%

29.6%

39.6%

30.2%

8%

20.8%

13%

15.6%

8.7%

20.6%

18.6%

11.9%

26.6%

28%

21.5%

7.8%

25%

15%

16.5%

-

29.6%

-

0%

0%

0%

0.3%

9%

6.4%

4%

0%

-

6.6%

-

96%

100%

100%

100%

39%

94.4%

68%

85%

56.7%

97.3%

95.2%

17.6%

16.1%

10.1%

8.7%

29.8%

6.8%

8.9%

8.5%

-

14.3%

7%

25.6%

21.9%

38.1%

53.5%

10%

18.3%

17%

38.9%

-

38.7%

30%

-

-

-

-

23.1%

30%

18%

61.1%

-

49.1%

-

1.6

1.9

1.6

2.5

1.6

2.1

1.1

2.4

-

2

2.1

-

-

-

-

0.4

0.5

-

1.1

-

0.6

-

0%

6.3%

0%

5.7%

20.5%

24.8%

12.9%

27.3%

-

27%

-

N/A

N/A

N/A

N/A

2.4%

28.6%

25%

30%

N/A

N/A

3%

N/A

N/A

N/A

N/A

3

9

11.6

12.2

N/A

915

15.6

80%

4%

8%

4%

0%

46.2%

28%

55%

N/A

N/A

73%

70.3

70

70

72.5

0

70

71

70.2

N/A

N/A

73

€46 971

€49 600

€35 720

€51 718

€84 964

€32 806

€64 661

€169 167

€40 583

€74 937

€78 075

€20 029

€21 3332

€10 305

€12 824

€16 211

€9 421

€74 937

€78 075

-

€14 522

€8 698

€14 493

See note 2

€5 423

N/A

N/A

€6 283

€23 058

€49 913

-

€13 312

€8 175

€15 625

€6 0002

€8 039

€8 602

N/A

€4 228

€14 522

€8 698

-

€8 471

See note 17

-

-

-

-

11

10.6

1.5

9.7

-

10.4

-

-

-

-

-

4.3%

28.6%

13.3%

59.2%

-

-

-

-

-

-

-

9.1%

20.3%

15.8%

4.3%

-

15.7%

-

10 Positions on boards of foreign and domestic listed and nonlisted companies not in the Netherlands Board Index have not been included in the analysis. As a result, the average number of directorships may be greater than what is reported in the Board Index. Chair positions are not counted double. 11 70–72 years. This relates to non-executive directors.

13

12 Includes per-meeting fees or fees for committee membership. Based on 184 non-executive directors who were on the board of a company included in the Board Index for the entire year of 2013. Excludes retainers for non-executive chairmen. Russia 13 Data available for 10 of 41 companies. turkey 14 Average remuneration for independent directors only

14

UK 15 While there is no formal tenure limit in the UK, directors lose their independence after 9 years on the board USA 16 Top 200 companies only 17 $8.411 (average all committees) 15

Board composition and executive committee Board composition

Index

Foreign directors

Independent directors

Executive directors

Deputy CEO member Chairman length chairmen of board? of service

Directors length of service

Anheuser-Busch Inbev

Bel20

4

11

0

7

3

0

0

No

12 (2002)

8.1

Ablynx

BelMid

2

7

1

6

6

1

0

Yes

0/0 (2013)

1.7

A&VH

Bel20

3

9

1

2

3

1

0

Yes

21/2 (2011)

12.4

Aedifica

BelMid

3

11

4

1

5

2

0

Yes

8/? (2005)

5.8

Ageas

Bel20

3

10

2

6

6

1

1

Yes

4 (2009)

2.2

Agfa Gevaert

BelMid

2

7

0

2

4

1

0

Yes

7/5 (2008)

6.6

Arseus

BelMid

2

9

0

3

3

2

0

Yes

N/A

N/A

Barco

BelMid

3

8

1

2

5

1

0

Yes

14

6

Befimmo

Bel20

2

10

1

0

6

1

0

Yes

11 (2002)

7

Bekaert

Bel20

3

14

1

4

3

1

0

Yes

13 (2000)

13.4

Belgacom

Bel20

3

14

5

1

7

1

0

Yes

0/0 (2013)

N/A

BNB

BelMid

4

18

4

0

N/A

8

0

Yes

N/A

N/A

Bois Sauvage

BelMid

2

7

2

0

4

1

0

Yes

N/A

0

bpost

BelMid

3

11

3

2

3

1

0

Yes

7/7 (2006)

4.2

Brederode

BelMid

2

7

0

1

2

3

0

Yes

13 (2000)

9

CFE

BelMid

2

13

1

2

4

1

0

Yes

N/A

N/A

CMB

BelMid

2

10

2

1

3

3

0

Yes

28/11(2002)

7.5

Cofinimmo

Bel20

2

12

2

1

7

4

0

Yes

3

6

Colruyt

Bel20

2

9

1

0

2

2

0

Yes

21

N/A

D'Ieteren

Bel20

3

13

2

2

2

1

1

Yes

45/40

9.7

Deceuninck

BelMid

2

8

1

0

3

1

2

Yes

28/5 (2008)

2.8

Delta Lloyd

Bel20

4

7

2

7

7

0

0

No

10/7 (2003/2006)

4.7

Delhaize

Bel20

2

11

3

7

8

0

0

No

2 (2011)

8.2

Dexia

BelMid

3

9

1

4

3

2

0

Yes

4 (2009)

1.3

Econocom

BelMid

2

12

2

N/A

2

5

0

Yes

N/A

N/A

Elia

Bel20

3

14

5

1

7

0

2

No

N/A

N/A

Euronav

BelMid

2

10

2

7

3

1

0

Yes

10/10 (2003)

7

EVS

BelMid

2

11

2

1

6

3

0

Yes

10/10 (2003)

7.7

Exmar

BelMid

2

10

2

1

3

2

0

Yes

10/10 (2003)

6.7

* co-CEOs

16

Committees Directors

Women directors

Board composition

Executive committee

Age

CEO

Chairman

Nonexecutive directors

Executive directors

Range

Chairman nationality

Chairman gender

Members

Women

71

54

N/A

44–72

NED

M

15

1

14

70

63.2

59

54–73

UK

M

7

0

64

58.1

62

34–65

BEL

M

6

76

65.7

44

40–77

BEL

M

70

61.4

56

46–70

BEL

69

62.7

59

53–69

68

56.3

50

67

58.2

60

Non-Belgians Average age

Age

Nationality

Gender

47.8

53

BRAZ

M

4

53.3

59

UK

M

0

0

48

61

BEL

M

N/A

N/A

N/A

N/A

48

BEL

M

M

3

0

1

54.6

55

BEL

M

BEL

M

5

0

1

51.8

59

FRA

M

38–69

NED

M

5

0

3

50.6

53

NED

M

65

52–69

BEL

M

10

0

2

N/A

N/A

BEL

M

60.5

56

49–75

BEL

M

4

2

0

45.5

55

BEL

M

68

62.4

58

55–69

BEL

M

9

0

1

51.4

57

UK

M

62

N/A

49

N/A

BEL

M

7

1

1

61

57

BEL

F

62

N/A

N/A

N/A

BEL

M

8

2

0

N/A

N/A

BEL

M

54

59

45

45–68

BEL

M

N/A

N/A

N/A

N/A

45

N/A

N/A

62

N/A

N/A

N/A

BEL

M

6

0

0

N/A

N/A

BEL

M

78

N/A

N/A

N/A

BEL

M

3

0

1

N/A

N/A*

ITA–BEL*

M–M*

72

64

60

36–72

BEL

M

8

1

N/A

55.8

60

FRA

M

81

55.3

N/A

36–81

BEL

M

5

0

0

59

N/A

BEL

M

63

55.8

48.3

40–76

BEL

M

4

1

0

47.3

59

BEL

M

56

N/A

56

N/A

BEL

M

11

0

0

N/A

54

BEL

M

71

62.7

49

38–75

BEL

M

4

1

0

N/A

64

BEL

M

69

57.6

46

31–69

BEl

M

9

1

2

51.3

46

BEL

M

68

58.4

N/A

47–68

NED

M

4

0

4

58.4

57

NED

M

62

57

N/A

47–68

DAN

M

5

0

3

55.1

52

BEL

M

61

46.3

64.5

40–65

FRA

M

3

0

1

52

64

BEL

M

70

N/A

N/A

N/A

FRA

M

12

3

N/A

N/A

70

FRA

M

66

N/A

50

N/A

BEL

M

5

1

0

51.8

49

BEL

M

59

56.3

54

39–66

BEL

M

4

0

N/A

56.3

54

UK

M

54

55.7

49.7

41–66

BEL

M

10

0

N/A

53.9

53

NED

M

69

5.9

54.5

30–69

BEL

M

9

0

2

46.8

55

BEL

M

17

Board composition

Index

Foreign directors

Independent directors

Executive directors

Deputy CEO member Chairman length chairmen of board? of service

Directors length of service

Fluxys

BelMid

4

22

7

1

8

0

0

No

15/15 (1998)

4.7

Galapagos

BelMid

2

7

2

6

4

1

0

Yes

N/A

N/A

GBL

Bel20

3

17

3

8

4

3

2

Yes

31/1 (2012)

16

GDF-Suez

Bel20

4

18

6

N/A

8

2

2

Yes

7

4.2

GIMV

BelMid

3

12

4

1

6

1

0

Yes

2/2 (2011)

5.1

Home Invest

BelMid

3

6

0

0

3

0

0

No

6/6 (2007)

2.4

Intervest offices

BelMid

1

6

0

N/A

3

0

0

No

N/A

N/A

KBC

Bel20

3

20

3

3

3

3

1

Yes

2 (2011)

N/A

Kinepolis

BelMid

2

7

1

N/A

4

2

0

Yes

N/A

N/A

Lotus

BelMid

2

10

3

0

4

2

0

Yes

N/A

N/A

Melexis

BelMid

2

6

3

2

3

1

1

Yes

19 (1994)

4

Mobistar

BelMid

4

12

3

5

4

1

0

Yes

N/A

N/A

Nyrstar

BelMid

3

6

1

4

4+1

1

0

Yes

6 (2007)

5

Retail Estates

BelMid

1

11

0

0

5

2

0

Yes

N/A

N/A

RHJ

BelMid

3

8

0

8

5

1

0

Yes

8/8 (2005)

4.9

RTL

BelMid

2

11

2

10

3

3

0

Yes

7/7 (2006)

2.9

Sipef

BelMid

2

9

2

1

2

1

0

Yes

N/A

N/A

Sofina

BelMid

2

11

1

3

6

2

0

Yes

N/A

N/A

Solvay

Bel20

4

15

3

6

9

1

0

Yes

25/1 (2012)

7.6

Telenet

Bel20

2

11

1

7

3

1

0

Yes

11/9 (2002)

6.5

Tessenderlo

BelMid

3

12

2

3

6

2

0

Yes

27 (1986)

5.8

Thrombogenics

Bel20

2

8

1

2

4

2

0

Yes

N/A

N/A

UCB

Bel20

3

12

3

6

6

1

1

Yes

13/1 (2012)

8.9

Umicore

Bel20

2

10

2

6

4

1

0

Yes

13/5 (2000)

8.6

Van de Velde

BelMid

3

8

2

0

2

2

0

Yes

1/1 (2012)

1.4

Warehouses DePauw

BelMid

4

6

0

0

3

3

0

Yes-Yes

14/10 (2003)

11

Wereldhave

BelMid

3

5

0

1

3

1

0

Yes

N/A

N/A

* co-CEOs

18

Committees Directors

Women directors

Board composition

Executive committee

Age

CEO

Chairman

Nonexecutive directors

Executive directors

Range

Chairman nationality

Chairman gender

Members

Women

60

N/A

N/A

N/A

BEL

M

5

0

0

N/A

N/A

N/A

N/A

UK

M

5

0

62

64.2

60.3

41–87

BEL

M

5

64

59.3

55.5

42–87

FRA

M

57

56.5

44

44–64

BEL

N/A

N/A

N/A

N/A

N/A

N/A

N/A

53

54.7

N/A

Non-Belgians Average age

Age

Nationality

Gender

N/A

N/A

BEL

M

4

N/A

N/A

NED

M

1

1

55.3

86

BEL

M

20

4

1

N/A

N/A

FRA

M

M

9

0

2

45.8

44

BEL

M

BEL

M

4

0

N/A

N/A

N/A

BEL

M

N/A

BEL

M

4

1

N/A

N/A

N/A

BEL

M

51.3

43–69

BEL

M

8

0

3

54.9

47

BEL

N/A

N/A

N/A

BEL

M

N/A

N/A

N/A

N/A

N/A

BEL–BEL

M–M*

67

N/A

N/A

N/A

BEL

M

4

0

0

N/A

N/A

BEL

M

67

61.2

51

51–67

BEL

M

11

4

2

47.5

51

BEL

F

68

50.5

52

41–68

BEL

M

10

2

3

N/A

51

BEL

M

69

N/A

58

N/A

BEL

M

6

0

6

N/A

57

LUX

M

60

57

54

43–68

BEL

M

N/A

N/A

N/A

57

54

BEL

M

83

60.3

50

50–83

USA

M

4

1

3

61.9

50

GER

M

48

59.4

50.3

44–76

GER

M

4

1

1

55.9

55–51*

BEL–GER*

M–F*

N/A

N/A

N/A

N/A

BEL

M

5

0

0

N/A

N/A

BEL

M

65

N/A

N/A

N/A

BEL

M

6

0

0

N/A

N/A

BEL

M

51

N/A

55

N/A

BEL

M

6

0

4

N/A

54

FRA

M

48

51.3

56

46–69

BEL

M

11

5

2

46.2

54

AUS/USA

M M–M*

*

M *

70

66

52.7

46–75

BEL

M

6

0

2

62.7

52–51*

BEL–FRA/ BRA*

68

N/A

52.5

N/A

BEL

M

2

0

0

N/A

55

BEL

M

67

N/A

56

N/A

OST

M

8

2

8

53.3

55

FRA

M

53

59.7

48

43–70

BEL

M

7

0

1

50.7

47

N/A

N/A

N/A

N/A

BEL

M

8

2

0

N/A

63

55.3

N/A

44–63

BEL

M

2

0

0

N/A

64

55

50–70

BEL

M

7

1

6

BEL

M

N/A

*

BEL–BEL

M–M*

54.6

N/A*

BEL–BEL*

M–M*

60.4

51

NED

M

*

19

Committee structure and detail Chairman

Deputy chairman Attendance fee

Fixed remuneration

Attendance fee

Fixed remuneration

Attendance fee

Anheuser-Busch Inbev

150 000

3 000

N/A

N/A

75 000

1 500

Ablynx

100 000

0

N/A

N/A

30 000

0

A&VH

60 000

2 500

N/A

N/A

30 000

2 500

Aedifica

13 600

850

N/A

N/A

11 330

850

Ageas

90 000

N/A

N/A

N/A

45 000

N/A

Agfa Gevaert

180 000

2 5001

N/A

N/A

50 000

2 5001

Arseus

50 000

0

N/A

N/A

25 000

0

Barco

205 000

0

N/A

N/A

205 000

0

Befimmo

50 000

3 750

N/A

N/A

20 000

2 500

Bekaert

500 000

2 500

N/A

N/A

38 000

2 500

Belgacom

50 000

10 000

N/A

N/A

25 000

5 000

0

BNB

0

N/A

N/A

0

0

Bois Sauvage

2

9 500

0

N/A

N/A

5 000

0

bpost

38 773

0

N/A

N/A

19 386

0

Brederode

251 890

0

N/A

N/A

5 000–273 3503

0

CFE

N/A

N/A

N/A

N/A

N/A

N/A

CMB

75 000

5 000

N/A

N/A

25 000

5 000

Cofinimmo

100 000

0

N/A

N/A

20 000

2 500

Colruyt

348 655

0

N/A

N/A

87 164

0

N/A

N/A

N/A

N/A

N/A

N/A

Deceuninck

40 000

3 000

30 000

1 5000

20 000

1 500

Delta Lloyd

75 000

0

65 000

0

50 000

0

Delhaize

160 000

0

N/A

N/A

80 000

0

Dexia

25 000

0

N/A

N/A

10 000

0

N/A

N/A

N/A

N/A

N/A

N/A

Elia

37 500

1 200

30 000

960

25 000

800

Euronav

160 000

10 000

N/A

N/A

60 000

10 000

4 000

1 000

N/A

N/A

4 000

750

Exmar

100 000

0

N/A

N/A

50 000

0

Fluxys

N/A

N/A

N/A

N/A

N/A

N/A

50 000 GBP

0

N/A

N/A

20 000/40 000

0

200 000

3 000

50 000

3 000

25 000

3 000

D'Ieteren

Econocom

EVS

Galapagos GBL

1 Every meeting beyond the 5 designated 2 5 000 + 4 500 bonus 3 Range encompasses non-executive and executive directors 20

Director

Fixed remuneration

Chairman

Deputy chairman

Director

Fixed remuneration

Attendance fee

Fixed remuneration

Attendance fee

Fixed remuneration

Attendance fee

GDF-Suez

N/A

N/A

37 500

2 500

35 000

N/A

GIMV

5 250

670

N/A

N/A

0

670

0

400

N/A

N/A

0

400

Intervest offices

15 000

0

N/A

N/A

14 000

0

KBC

500 000

N/A

N/A

N/A

N/A

N/A

Kinepolis

87 250

0

N/A

N/A

32 500

0

Lotus

40 000

0

N/A

N/A

20 000

0

Melexis

0

0

0

0

15 000

0

Mobistar

66 000

2 200

N/A

N/A

33 000

2 200

Nyrstar

200 000

0

50 000

0

50 000

10 000

N/A

N/A

N/A

N/A

N/A

N/A

RHJ

150 000

0

N/A

N/A

75 000

N/A

RTL

N/A

N/A

N/A

N/A

N/A

N/A

Sipef

20 000

0

N/A

N/A

20 000

0

Sofina

N/A

N/A

N/A

N/A

N/A

N/A

Solvay

250 000

4 000

N/A

N/A

35 000

4 000

Telenet

60 000

2 500

N/A

N/A

30 000/12 000

2 500/2 000

Tessenderlo

140 000

0

N/A

N/A

53 679

0

Thrombogenics

75 000

0

N/A

N/A

10 000

2 000

UCB

210 000

2 000

105 000

1 500

70 000

1 000

Umicore

40 000

5 000

N/A

N/A

20 000

2 500

Van de Velde

60 000

0

N/A

N/A

15 000

0

Warehouses DePauw

202 000

0

N/A

N/A

23 000

0

N/A

N/A

N/A

N/A

N/A

N/A

Home Invest

Retail Estates

Wereldhave

21

About Spencer Stuart

Spencer Stuart is one of the world’s leading executive search consulting firms. Privately held since 1956, Spencer Stuart applies its extensive knowledge of industries, functions and talent to advise select clients — ranging from major multinationals to emerging companies to nonprofit organisations — and address their leadership requirements. Through 55 offices in 30 countries and a broad range of practice groups, Spencer Stuart consultants focus on senior-level executive search, board director appointments, succession planning and in-depth senior executive management assessments. We also publish a wide range of articles and publications on boards and governance issues. For more information, visit www.spencerstuart.com.

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>> >> >> >> >> >>

South Africa Spain Switzerland Turkey UK USA

Worldwide Offices Amsterdam T 31 (0) 20.305.73.05

Geneva T 41 22.312.36.38

Moscow T 7 495.797.36.37

Shanghai T 86 21.2326.2828

Atlanta T 1.404.504.4400

Hong Kong T 852.2521.8373

Mumbai T 91 22 6616.1414

Silicon Valley T 1.650.356.5500

Barcelona T 34.93.487.23.36

Houston T 1.713.225.1621

Munich T 49 (0) 89.45.55.53.0

Singapore T 65 6586.1186

Beijing T 86.10.6535.2100

Istanbul T 90 212.381.86.41

New Delhi T 91.124.485.4444

Stamford T 1.203.324.6333

Bogota T 571.618.2488

Johannesburg T 27.11.557.5300

New York T 1.212.336.0200

Stockholm T 46.8.534.801.50

Boston T 1.617.531.5731

London T 44 (0) 20 7298.3333

Orange County T 1.949.930.8000

Sydney T 61.2.9240.0100

Brussels T 32.2.732.26.25

Los Angeles T 1.310.209.0610

Paris T 33 (0) 1.53.57.81.23

Tokyo T 81.3.3238.8901

Buenos Aires T 54.11.4310.9100

Madrid T 34.91.745.85.00

Philadelphia T 1.215.814.1600

Toronto T 1.416.361.0311

Calgary T: 1.403.538.8658

Melbourne T 61.3.8661.0100

Prague T 420.221.411.341

Vienna T 43.1.36.88.700.0

Chicago T 1.312.822.0080

Mexico City T 52.55.5002.4950

Rome T 39.06.802071

Warsaw T 48.22.321.02.00

Copenhagen T 45 333.46700

Miami T 1.305.443.9911

San Francisco T 1.415.495.4141

Washington, D.C. T 1.202.639.8111

Dallas T 1.214.672.5200

Milan T 39.02.771251

Santiago T 56.2.940.2700

Zurich T 41.44.257.17.17

Dubai T 971.4.426.6500

Minneapolis/St. Paul T 1.612.313.2000

Sao Paulo T 55 11.2050.8000

Frankfurt T 49 (0) 69.61.09.27.0

Montreal T 1.514.288.3377

Seattle T 1 206.224.5660

©2014 Spencer Stuart. All rights reserved. For information about copying, distributing and displaying this work, contact [email protected] Sign up to receive publications in your areas of interest via email or RSS by visiting www.spencerstuart.com.

Belgium Board Index

201

Amsterdam Atlanta Barcelona Beijing Bogota Boston Brussels Buenos Aires Calgary Chicago Copenhagen Dallas Dubai Frankfurt Geneva Hong Kong Houston Istanbul Johannesburg London Los Angeles Madrid Melbourne Mexico City Miami Milan Minneapolis/St. Paul Montreal Moscow Mumbai Munich New Delhi New York Orange County Paris Philadelphia Prague Rome San Francisco Santiago Sao Paulo Seattle Shanghai Silicon Valley Singapore Stamford Stockholm Sydney Tokyo Toronto Vienna Warsaw Washington, D.C. Zurich

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