Annual Report 2008 English [PDF, 2.69 MB] - Tessenderlo Group

annual report 2008
88
Stock options
In 2007 the group issued a first section of
160,000 warrants, as part of a five-year
plan relating to a maximum of 800,000
warrants that could be subscribed for.
These subscription rights can only be
exercised after three years and this for two
successive years. The list of beneficiaries,
namely the Management Committee and
the senior executives of the group (the
‘Executive Team’), is established by the
Board of Directors every year. The Board
of Directors entrusts the Remuneration
Committee with apportioning subscription
rights among beneficiaries. The
subscription rights are registered and
non-transferable, except in the event of
death. This issue enables the group’s
senior executives to be connected with
its financial results and this in the long
term. The issued and offered subscription
rights needed to be accepted fully or
partially before 10 February 2009. The
price at which the subscription rights can
be exercised was set at 23.08 EUR. For the
subplans for France and the USA the prices
are respectively 22.07 EUR and 22.09 EUR.
At 31 December 2008, the situation of
the total of the number of warrants,
which can still validly be exerted by the
‘Executive Team’, is the following: 258,595
in total, including 77,460 for Management
Committee members and 181,135 for
senior executives of the group.
Operation
In principle, the Management Committee
convenes once a month. The Management
Committee may only validly deliberate,
if half of its members are present or
represented. The Management Committee
strives to take decisions by unanimous vote.
The Management Committee reports to
the Board of Directors on the principal
decisions it has taken.
During the year under review, the
Management Committee convened eleven
times. Attendance was 100 %.
Conflict of interests
regulation
Paragraphs 4.9 and 6.6 of the Charter
set out the conflict of interests regulation
applicable to the Board of Directors and
the Management Committee respectively.
During the year under review, the Board
of Directors was informed of a conflict of
interest affecting one of its members as it
was noted in the notarial deed concerning
the emission of warrants.