ANNUAL REPORT 2007 | 2008 - Gimv

CORPORATE
GOVERNANCE
Nor in 2007-2008 did Gimv make any use of the possibility of
purchasing its own shares.
2. BOARD OF DIRECTORS
2.1 - Number of directors and composition
In accordance with article 12 of the Articles of Association, the
Board of Directors is composed of:
- fi ve directors appointed from candidates presented by the
Flemish Region or by a company controlled by the Flemish
Region, provided that it holds more than 25 percent of the
shares. The Chairman of the Board of Directors is to be chosen
from among these directors;
- at least three independent members of the Board of Directors,
chosen in accordance with the criteria set out in article 524
of the Companies Code;
- other directors appointed from among candidates not presented
by the Flemish Region or a company controlled by
the Flemish Region.
See the table on page 75 for the composition of the Board of
Directors.
Until 5 October 2007, Professor Christine Van Broeckhoven was
a member of the Board of Directors. She resigned following
her appointment as a member of the federal parliament. The
Board of Directors wishes to express its esteem and gratitude
for Christine Van Broeckhoven’s fruitful cooperation.
Dirk Boogmans is the only director to have an executive function
in Gimv. All other board members are non-executive directors.
2.2 - Independent directors
Independent directors within the meaning of Article 524 of
the Companies Code
Up to 5 October 2007 the Board of Directors of Gimv had four
directors who at the time of their appointment were found by
the General Meeting to meet the criteria of article 524 of the
Companies’ Code: Eddy Geysen, Frank Meysman, Emile van
der Burg and Christine Van Broeckhoven. Since Christine Van
Broeckhoven’s resignation from the board, the board of directors
continues to have three independent directors.
Frank Meysman’s term of offi ce runs in principle to 30 June
2010. Those of Eddy Geysen and Emile van der Burg expire in
principle on 24 June 2009.
74 | Gimv Annual Report 2007-2008 | Management, Corporate Governance and Shareholders
Independent directors within the meaning of the Lippens
Code
The fact that Eric Spiessens, Marc Stordiau and Zeger Collier
were board members of VPM until 26 May 2005 and until such
time were not independent, this does not under the terms of the
Lippens Code mar their independence at the time of this annual
report, and they can therefore be considered as independent
directors within the meaning of the Lippens Code.
2.3 - Activities report
During 2007-2008 the Board of Directors exercised its powers
as set out in the Corporate Governance Charter
2.4 - Number of meetings and attendance levels
During 2007-2008 the Board met 13 times, 6 times during
the fi rst and second quarters, and 7 times during the third and
fourth quarters. Average attendance was 83.5 percent.
One director attended all meetings, 6 directors were absent from
one meeting, one director was absent from 2 meetings, 3 were
absent from 3 meetings, one was absent from 4 meetings, and
one director was absent from 6 meetings.
2.5 - Confl icts of interest – article 523
of the Company Code
During the 2007-2008 fi nancial year, two situations arose
requiring the application of the rules concerning confl icts of
interest.
On 17 July 2007 the Board of Directors met to set the discretionary
bonus of the CEO. This decision gave rise to the application
of article 523 of the Company Code. The minutes note the
following:
“Based on a proposal by the remuneration committee, the
Board of Directors gives its approval to a discretionary bonus
for the CEO in an amount of 30 percent of his remuneration for
the extended 2006-2007 fi nancial year.
The CEO did not take part in the deliberations and the decision
on this item, given his confl ict of interests of a personal asset
nature within the meaning of article 523 of the Companies’
Code.”
On 18 September 2007 the Board of Directors met to decide
whether to grant share options in Adviesbeheer Gimv Deal
Services 2007 NV to the CEO. This decision gave rise to the
application of article 523 of the Company Code. The minutes
note the following: