Composition
The Board of Directors of Ekopak includes 7 members. The agenda of the Annual Shareholders Meeting of 9 May 2023 includes voting on the appointment of 1 additional member of the Board of Directors, and 1 new member in replacement of a previously appointed member of the Board of Directors.
The Board of Directors of Ekopak include 7 members, of whom:
- 3 executive and 4 non-executive directors
- 2 independent directors, 2 directors associated with the reference shareholder Alychlo, and 3 directors from the executive committee
The Board of Directors is chaired by Pieter Bourgeois.
The members of Ekopak’s Board of Directors are listed below in alphabetical order of their family names, or – in the case of management companies – in alphabetical order of the family names of the respective permanent representatives. The names followed by an asterisk refer to the permanent representatives of the management companies who actually hold the position of director.
Pieter Bourgeois*
CEO of Alychlo NV, Ekopak’s reference shareholder. Master in electro-mechanical industrial engineering (Group T); MBA (Solvay Brussels School of Economics). Over 20 years of experience in various management roles at Alychol, DHL, YouBuild and Worldline/Banksys. Belgian nationality.
Els De Keukelaere*
chief financial officer of Ekopak NV since 2020. Master in applied economics (UGent, Ghent university), MBA in financial management (Vlerick Business School), Registered Accountant since 2004. Previous career roles include: auditor at KPMG Ghent and chief financial officer of Concordia Insurances (Ghent). Belgian nationality.
Tim De Maet
chief operations officer of Ekopak NV since 2020 following 9 years as operation manager with the company . Master industrial engineering chemistry with a specialization in environmental biotechnology (HoGent, Ghent). Over 15 years of experience in the water solutions industry, including Entaco NV and Micron NV. Belgian nationality
Ben Jansen*
(end mandate on 22 December 2022, to be replaced by Kurt Trenson at the ASM of 9 May 2023, the latter was co-opted by the Board of Directors dd. 22 December 2022), chief strategy officer at Alychlo NV since 2021. Master commercial engineering (KULeuven). Over 20 years of experience in various (marketing and sales) management roles at Unilever and as CCO at DPG Media (and its predecessors Medialaan and De Persgroep). Belgian nationality.
Kristina Loguinova
compliance officer at Value Square NV and parttime professor at the VUB (Vrije Universiteit Brussel/ Free University of Brussels). Master of laws and PhD in financial law (VUB). Prior to joining Value Square she provided consulting services on innovation and sustainable finance (ESG) to a broad range of financial companies. Dutch nationality.
Pieter Loose*
chief executive officer of Ekopak NV since 2013 following 3 years as sales engineer at the company. Master industrial civil engineering (HoGent, Ghent university/KULeuven). Prior to Ekopak, Pieter held various management roles at Hertel. He is also vice-chairman of Watercircle, an interest group for water technology companies in Belgium. Belgian nationality.
Regine Slagmulder*
Professor in accounting & control at Vlerick Business School and visiting professor at INSEAD. Master in electronic engineering and in management sciences (UGent), PhD in management (Vlerick Business School), certified director (INSEAD IDP-C). Previously, she was a professor at INSEAD (France & Singapore) and Tilburg University (The Netherlands), and also worked for McKinsey & Company’s strategy practice. Belgian nationality.
Kurt Trenson*
(mandate since 22 December 2022, through co-optation by the Board of Directors, to be confirmed at ASM of 9 May 2023), chief financial officer at Alychlo NV since April 2022. Master in Applied Economics Sciences, MBA in International Management. After his studies, he worked for 22 years in various senior positions at KBC Bank. Belgian nationality.
(1) Executive director (E) or non-executive director (N)
(2) Independent director (I), representing a reference shareholder (S) or as member of the executive committee (E)
(3) Member of the Audit committee (A) and/or the Remuneration and nomination committee (R) – presidency is indicated with an asterisk (*)
(4) ASM: Annual Shareholders Meeting
Assignments
- Pursue sustainable value creation by setting the strategy, putting in place effective, responsible and ethical leadership and monitoring the performance;
- Appoint and dismiss the Chief Executive Officer and other members of the Executive Management;
- Meet at least four times a year.
Activity Report
In principle, the Board of Directors convenes on a quarterly basis. The meeting frequency may be increased when deemed appropriate or necessary for the business.
In 2022, the Board of Directors held 6 meetings, of which 4 with physical participation and 2 online (“ad hoc”) meetings. The meeting participation rate was on average 97% for the quarterly physical participation meetings and on average 93% for the “ad hoc” board meetings.
At these meetings, the Board of Directors discussed and evaluated operational and financial performance of the company, as well as strategic issues and opportunities, including (potential) mergers and acquisitions and expansion projects. In 2022, considerable attention has been paid to the expansion of the activities of Ekopak in France with an acquisition of a French company, H2O Production, on the one hand. On the other hand, the Board of Directors also dedicated considerable efforts to the improvement of the corporate governance structure, including the board composition and the approval of a Remuneration Policy. Other important topics included the HR structure and the integration of the sustainability theme into Ekopak’s strategy and operations.
The conflict of interest regulation had not to be applied in 2022.
Committees of the Board of Directors
Within the Board of Directors, two specialized committees have been set up, with effect as from the Listing Date, for assisting the Board of Directors and making recommendations in specific fields.
Audit Committee
- Set up in accordance with Article 7:99 of the Belgian Code of Companies and Associations, and with provisions 4.10-16 of the Belgian 2020 Corporate Governance Code
- Members: Regine Slagmulder (chair), Pieter Bourgeois and Kristina Loguinova
- In principle, the Audit Committee convenes on a quarterly basis. The meeting frequency may be increased when deemed appropriate or necessary for the business.
In 2022, the Audit Committee convened 3 times – i.e. one meeting below the frequency recommended in the Corporate Governance Charter, which can be explained by the high frequency of contacts between the Audit Committee members throughout the second quarter of 2022, which led to the conclusion that a formal meeting in that period was unnecessary.
In its meeting of 21 March 2022, the Audit Committee has dealt with the finance section of the 2021 Annual Report, the Statutory Auditor’s report on the accounting year 2021 to the ASM, the approval of the remuneration for the Statutory Auditor, and the information on risk management to be included in the 2021 Annual Report.
The financial report over the 6 months’ period ending 20 June 2022 was the main topic of the Audit Committee’s meeting of 15 September 2022, along with the audit planning, risk assessment and update of the corresponding dashboard.
On 22 December 2022, the Audit Committee meeting focused on: a financial update, the purchase price allocation for the acquisition of the French company H20 Production, the accounting principles to be applied for the joint-ventures in formation (Waterkracht and Circeaulair), the activity report of the Statutory Auditor, an status update on internal controls and an updated risk assessment.
All members of the Audit Committee have participated in all meetings mentioned above. The conflict of interest regulation had not to be applied in 2022.
Remuneration & nomination committee
The conflict of interest regulation had not to be applied in 2022.
- Set up in accordance with Article 7:100 of the Belgian Code of Companies and Associations and with provisions 4.17-23 of the Belgian 2020 Corporate Governance Code.
- Members: Ben Jansen (chair, until 22 December 2022), Kurt Trenson (chair, as of 22 December 2022), Regine Slagmulder and Kristina Loguinova
- In principle, the Remuneration & nomination committee convenes on a bi-annual basis. The meeting frequency may be increased when deemed appropriate or necessary for the business.
In 2022, the Remuneration and Nomination Committee convened 4 times and all members participated in every meeting .
The main topics at these meetings were: the evaluation of the remuneration policy, the development of a process for the annual evaluation of management (and staff), the development of a framework for variable remuneration based on Sustainability Key Performance Indicators, the composition of the Board of Directors and the provision of support to the CEO for the composition of the Executive Management Committee (EMC) and related to the contracts with the EMC members.
The conflict of interest regulation had not to be applied in 2022.
