Annual Report 2002 - Agfa

CORPORATE GOVERNANCE
Mr Chaffart represents the largest shareholder, Gevaert, Messrs Verhoeven and
Bergen are executive directors and also members of the Board of Management.
Messrs Bamelis, Cornu, Müller, Oosterlinck, Van Miert and von Kyaw are
considered as independent of the main shareholders and management.
The composition of the Board of Directors will again show some changes with
effect from the Shareholders’ Meeting of April 2003 as Mr Klaus-Peter Müller
expressed his wish to resign. The Board of Directors thanks him for the dedication
in his task as director.
The General Shareholders’ Meeting of April 29, 2003 will be asked to appoint
4 new directors: Mr Christian Leysen, who will represent Gevaert, Messrs Monte
Haymon and John Buttrick, independent directors, and Mr Marc Gedopt, who will
succeed Mr André Bergen as Chief Financial and Administration Officer and
executive director. The Board expresses its appreciation for Mr Bergen’s excellent
work at Agfa-Gevaert and wishes him the best of success in his future career.
Committees established by the Board of Directors
Audit Committee: The Audit Committee comprises two non-executive
directors, Messrs Chaffart, as chairman, and Oosterlinck.
Nomination and Remuneration Committee: The Nomination and
Remuneration Committee comprises two independent directors, Messrs Bamelis,
as chairman, and Van Miert, and makes proposals to the Board of Directors
concerning the nomination and appropriate remuneration of the members of the
Board of Management and the Board of Directors.
Board of Management
The Group’s executive committee, commonly called Board of Management,
is responsible for the implementation of the company’s policy and strategy laid
down by the Board of Directors. Consequently, it was given the most extensive
powers regarding the day-to-day management as well as a number of specific
special powers.
In order to allow the Board of Directors to exercise its control, the Board of
Management regularly reports about its activities and about the development of
the subsidiaries and associated companies.
In principle, the Board of Management meets once per fortnight.
Composition of the Board of Management
Dr. Ludo Verhoeven, Chief Executive Officer and executive director
André Bergen*, Chief Financial and Administration Officer and executive director
Marc Gedopt *
Albert Follens
John Glass
Jesper Möller
Marc Elsermans**
(*) Marc Gedopt takes up his function as a member of the Board of Management
as from March 17. He will succeed André Bergen as Chief Financial and
Administration Officer. It will be proposed to the Annual Meeting of
Shareholders in April 2003 to appoint him as executive director.
(**) From January 1, 2003 to March 3, 2003, when Marc Elsermans
unexpectedly passed away.
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Agfa annual report 2002