In compliance with the Belgian corporate governance code EXMAR has established its Corporate Governance Charter.
The 2020 Corporate Governance Charter of EXMAR was approved by the Board of Directors on 3 December 2020. This Charter also applies to all companies controlled by EXMAR.
The Charter is a summary of the rules and principles around which EXMAR's corporate governance policy is organised, and is based on the provisions of the coordinated articles of association, the Belgian Code of Companies and Associations, and the most recent version of the Belgian Corporate Governance Code (the "Code 2020").
In addition, EXMAR has published in its financial report 2021 a statement update on governance in 2021: Corporate Governance Statement 2021
EXMAR recognizes the need for clear policies, structures and procedures to ensure compliance with the globally applicable standards, laws and practices relating to corporate governance and to prevent breaches of compliance with the applicable legislation on competition, conflicts of interest, insider trading, financial statements fraud, fraud and corruption, health, safety, environment, information management and privacy.
Code of Business Ethics
EXMAR's Code of Business Ethics, as an Appendix to the Corporate Governance Charter describes 'Our way of working'. The Code combines the values to which EXMAR attaches importance, and summarizes the rules and guidelines that must be complied with by everyone within EXMAR. These rules and guidelines relate to aspects including respect for people, respect for the law, respect for local practices, care for the environment, protection of confidential information, business resources and assets.
A Dealing Code, as an Appendix to the Corporate Governance Charter has been drawn up. This dealing code is addressed to all employees, temporary staff, members of the Board of Directors and managers of EXMAR and its subsidiaries. This Code also applies to the Group’s consultants and advisers.
This Code is intended to ensure that any persons who are in possession of inside information at any given time, do not misuse, and do not place themselves under suspicion of misusing, such inside information (e.g. by buying or selling shares or other securities of the Company on the basis of inside information) and to ensure that such persons maintain the confidentiality of such inside information and refrain from market manipulation.
The legal basis for this Code is Regulation No 596/2014 on market abuse (the Market Abuse Regulation), together with its implementing regulations and ESMA and FSMA guidance.
Related party transactions and decisions
This policy has been prepared and adopted by the Board of Directors of EXMAR on 9 September 2021 in accordance with article 7:97, §1 of the Belgian Code of Companies and Associations (BCCA) in order to set forth the procedures applicable to the assessment by the Company of ordinary course related-party transactions and decisions.
The policy has been adopted upon consultation of the Audit and Risk Committee of the Company and the Company’s external auditor.
Certain transactions or decisions of the Company and its subsidiaries that are Board competences and “concern” related parties within the meaning of the international accounting standard (IAS) 24 must be subject to the prior review of a committee of at least three independent directors, which must then issue a non-binding opinion on such transaction or decision to the Board. The committee may, but must not, be assisted by one or more independent experts (financial, legal, technical, etc.). The Company’s external auditor must be informed before the Board meeting in order to issue an opinion on the financial and accounting data used. The Board subsequently deliberates on the proposed transaction or decision.
Directors with a conflict of interest in the meaning of article 7:96 BCCA or involved in the transaction or decision may not participate in the decision-making.
Transactions or decisions falling with the scope of article 7:97 BCCA must be publicly disclosed and in addition, such transactions or decisions are subject to specific disclosure in the minutes of the meeting as well as in the Company’s annual report.
EXMAR publishes these disclosures here.
EXMAR’s remuneration policy has been drafted in compliance with the provisions of the Second Shareholders’ Rights Directive (SRDII), the Belgian Code of Companies and Associations (BCCA) and the Belgian Corporate Governance Code 2020 (Code 2020).
The remuneration policy sets out the principles that EXMAR applies for the remuneration of its directors and executive managers and was adopted by the Board of Directors, upon recommendation of the Nomination and Remuneration Committee. The policy was approved by the Annual General Meeting of Shareholders on 18 May 2021 and will be submitted to the General Meeting of Shareholders at least every four years and upon any proposed material change to it.