Consolidated key figures of the Lotus Bakeries Group

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• Proposal to the Ordinary General Meeting of 9 May2008- Proposal to appoint Christavest Comm. VA, representedby its permanent representative, StanislasBoone, as a director instead of Stanislas Boone.• The CVs of the directors are available on p. 45-46 ofthis annual report and on the corporate website ofLotus Bakeries• The secretary of the Board of Directors is FilipStandaert, Secretary-General.1.1.2 Activities of the Board of DirectorsThe Board of Directors met six times in 2007. All directorswere present at all meetings, except for two directors onone occasion.The subjects dealt with at the meetings were:- recent sales and financial results- results at 30/06 and 31/12 and proposed pressreleases- investment budget and global budget- proposed subjects for the annual report- process of integrating Peijnenburg- the new legislation on public takeover bids- stock options and warrants- agendas for the General Meetings- acquisition projects- reports and recommendations from the Committees- new product introductions- information on concrete activities and organization- evolution basic ingredients.• One situation occurred in the course of 2007 in whichthe procedure of Article 523 of the Companies’ Codeon conflicts of interest was applied in the Board ofDirectors. This concerned the approval of the 2007warrant plan, including the distribution of the numberof warrants to be allocated by function category. Thiswas the case in the Board meetings of 22 June 2007and 18 July 2007. Beukenlaan NV, Mercuur Consult NVand CofigoMM BVBA did not take part in the discussionand approval of this agenda item.• In the course of 2007 no conflicts of interest occurredbetween Lotus Bakeries NV (including its associatedcompanies) and its directors or members of the ExecutiveCommittee, not falling under the conflict of interestrules of articles 523 and 524 ter of the CompaniesCode.• The newly appointed Board member, Wolferen BV, hasreceived information and visiting sessions tailored tohis needs, giving him an understanding of the LotusBakeries strategy, organization and primary activities.All transactions involving shares of Lotus Bakeries NVcarried out in the course of 2007 by persons consideredas insiders and by persons with executive responsibilitywere undertaken in accordance with the rulesof Lotus Bakeries for the prevention of market abuse.1.2 Audit CommitteeThe Audit Committee includes two independent directors:Paul Lippens (Chairman) and Christulf BVBA, representedby its permanent representative, Chris Dewulf.Michaël Boone & Co BVBA, represented by its permanentrepresentative, Michaël Boone and Charlofin NV, representedby its permanent representative, Karel Boone,both non-executive directors, are the two other membersof the Audit Committee. In the case of a tied votethe Chairman has the casting vote. This ensures that theindependent directors have sufficient influence. TheAudit Committee met three times in 2007 and all memberswere present. The external Auditor participated inpart of all three meetings, at which he presented hisfindings to the Audit Committee.The subjects examined were:- systematic handling of a risk area as part of a globalaudit approach- Auditor’s findings and recommendations- IFRS accounting principles- discussion of the external Auditor’s reports in variousfields- proposal to appoint the new statutory Auditor.1.3 Remuneration and NominationCommitteeThe Remuneration and Nomination Committee has fourmembers who are all non-executive directors: ChristulfBVBA (Chairman), represented by its permanent representative,Chris Dewulf, Jean-Luc Dehaene and Paul Lippensare independent directors. Charlofin NV, representedby its permanent representative, Karel Boone is anon-executive, not independent member. The Committeemet three times in 2007, with all members present.The subjects examined were:- salaries, bonuses and benefits for 2007: systems formanagers and executives, and concrete application toExecutive Committee members- appointment of two new members of the ExecutiveCommittee.16
4 corporate governance1.4 Director compensationThe members of the Board of Directors each receive EUR12,500 a year. The Chairman receives EUR 25,000 a year.Each member of the Audit and Remuneration and NominationCommittees receives compensation of EUR 5,000a year.2. Executive Committee• The Executive Committee consists of the followingmembers:- Beukenlaan NV, represented by its permanent representative,Matthieu Boone: CEO and Chairman- CofigoMM BVBA, represented by its permanent representative,Jan Vander Stichele, managing director- Mercuur Consult NV, represented by its permanentrepresentative, Jan Boone, managing director- Wilfried Deleye, corporate director finance- William Du Pré, general manager Belgium- Jos Destrooper, corporate director human resources- Marco de Leeuw, general manager Netherlands(from May 2007).• The secretary of the Executive Committee is Filip Standaert,Secretary-General.• The Executive Committee met twenty-two times in2007. All members were present at all meetings. Therewere no transactions between Lotus Bakeries and themembers of the Executive Committee that were inconflict with the interests of Lotus Bakeries.• As result of the nature of their positions, the membersof the Executive Committee have different employmentstatuses, in Belgium as well as in other countries.Therefore, where necessary, the remuneration istransposed into a gross salary before social chargesassumed by the employer.and accepted:- Karel Boone 750- Matthieu Boone 1,000- Jan Vander Stichele 750- Jan Boone 750- Wilfried Deleye 500- William Du Pré 500- Jos Destrooper 500- Marco de Leeuw 500In 2007 the following warrants, replacing the shareoption plans, were allocated and accepted for the comingyears:- Matthieu Boone 5,000- Jan Vander Stichele 5,000- Jan Boone 5,000- Wilfried Deleye 2,500- William Du Pré 2,500- Jos Destrooper 2,500- Marco de Leeuw 2,500• No special recruitment or departure regulations havebeen agreed with the members of the Executive Committee.3. External auditPricewaterhouseCoopers Bedrijfsrevisoren BCVBA, representedby Mr Lieven Adams, “bedrijfsrevisor”, and MrPeter Opsomer, “bedrijfsrevisor”, was appointed as Auditorof Lotus Bakeries NV on 11 May 2007 by the GeneralMeeting for a term of three years. Its mandate expiresimmediately after the Annual General Meeting of 2010.The compensation received in 2007 for auditing andnon-auditing services by PricewaterhouseCoopersBedrijfs revisoren BCVBA and by people connected toPricewaterhouseCoopers Bedrijfsrevisoren BCVBA, isdescribed on p. 34 of the financial supplement.In 2007 the CEO received the following remuneration:- Fixed compensation: 282,287 EUR- Variable compensation: 127,027 EUR- Other: 62,160 EURIn 2007 the members of the Executive Committee, notincluding the CEO, together received the following remuneration:- Fixed compensation: 858,380 EUR- Variable compensation: 307,422 EUR- Other (group insuranceand miscellaneous): 182,061 EURIn 2007 the following number of options were allocated17
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Consolidated key figures of the Lotus Bakeries Group

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