Corporate Governance Statement 2021
In order to meet the requirements for the Corporate Governance Statement, as specified by the Belgian law of 3 September 2017 on the disclosure of non-financial and diversity-related information, the above information is complemented by the following.
Corporate Governance Charter – Articles of Association – Dealing Code
Ekopak has adopted a Corporate Governance Charter that is in line with the Belgian 2020 Corporate Governance Code, and which is published on the company’s website, along with the Articles of Association (as amended by the Extraordinary General Shareholders’ Meeting of 2021) and the Dealing Code.
Compliance statement to the Belgian 2020 Corporate Governance Code
Ekopak applies the ten corporate governance principles contained in the Belgian 2020 Corporate Governance Code and intends to comply with the corporate governance provisions set forth in the Belgian 2020 Corporate Governance Code, as authorized by the “comply or explain” principle. The provisions for which Ekopak is non-compliant are listed hereunder, along with an explanation for this non-compliance:
Provision 2.19: the powers of the members of the Executive Management other than the CEO are determined by the CEO rather than by the Board of Directors. This deviation is explained by the fact that the members of the Executive Management Committee perform their functions under the leadership of the CEO, to whom the day-to-day management and additional well-defined powers were delegated by the Board of Directors.
Provision 3.4: the Board of Directors only include 2 independent directors. This deviation is explained by the small size of the current Board of Directors. At the IPO of March 2021, Ekopak announced its intention to have a third independent director appointed within a period of 18 months (i.e. before the end of September 2022).
Provision 4.14: no independent internal audit function has been established. This deviation is explained by the current size of the Company. The Audit Committee will yearly assess the need for the creation of an independent internal audit function and, where appropriate, will call upon external persons to conduct specific internal audit assignments and will inform the Board of Directors of their outcome.
Provision 7.6: the non-executive members of the Board of Directors do not receive part of their remuneration in the form of Ekopak shares. This deviation is explained by the fact that the interests of the non-executive members of the Board of Directors are currently considered to be sufficiently oriented to the creation of long-term value for the Company. However, Ekopak intends to review this provision in the future in order to align its corporate governance with the provisions of the Belgian 2020 Corporate Governance Code.
Provision 7.8: the members of the Executive Management Committee do not receive any variable remuneration related to the overall corporate and individual performance. Ekopak justifies the absence of a variable remuneration of the members of the Executive Management Committee in the light of the fact that their interests are already sufficiently aligned with the sustainable value-creation objectives of the Company, also taking into account the shares and ESOP warrants held by certain of the members of the Executive Management Committee. The remuneration policy, that will be submitted for approval at the General Shareholders’ meeting on 10 May 2022, contains the possibility of a variable remuneration for the members of the Executive Management Committee.
Provision 7.9: no minimum threshold of Ekopak shares to be held by the members of the Executive Management Committee has yet been set. This deviation is explained by the fact that the interests of the members of the Executive Management Committee are currently considered to be sufficiently oriented to the creation of long-term value for the Company, also considering the fact that some of them hold ESOP warrants, the value of which is based on the value of the Ekopak shares. Therefore, setting a minimum threshold of Ekopak shares to be held by them is not deemed necessary. However, the Issuer intends to review this in the future in order to align its corporate governance with the provisions of Belgian 2020 Corporate Governance Code.
By law of 28 April 2020, specific rules have been introduced in Belgian company law, implementing the EU Directive 2017/828 as regards the encouragement of long-term shareholder engagement. In 2021, the Remuneration and Nomination Committee developed the framework for a coherent remuneration policy for Ekopak.
The remuneration policy will be submitted for approval to the Annual Shareholder Meeting of May 2022.
Remuneration Report 2021
This report covers the 2021 remuneration of the board members, of the Chief Executive Officer (CEO) and of the other members of the Executive Committee. Please note that the remuneration of Niels D’Haese is not included in Part C, as his membership of the Executive Committee was effective only as of 1 January 2022.
2021 Remuneration of the board members
For 2021, no distinction is made between executive and non-executive with regard to their remuneration as members of the board of directors. The 2021 base remuneration was set at €15,000 per director and €25,000 for the chairman of the board. Considering the fact that the board of directors became operational following the IPO of 31 March 2021, it was agreed to adjust the 2021 remuneration on a proportional base, i.e. for three quarters only. For 2021, no additional remuneration was provided for a mandate in any of the board committees.
In 2021, Tim De Maet was not granted any remuneration for his mandate in the board of directors. Upon his nomination as board member, however he was granted 10,000 warrants. No other members of the board hold warrants. The actual board remuneration for 2021 is reflected in the table.
At the Annual Shareholder Meeting on May 10, 2022, the elimination of the executive directors’ board compensation was approved effective Q2 2022.
2021 Remuneration of the Chief Executive Officer (CEO)
In addition to the remuneration of Pilovan BV for his board mandate, Pilovan BV was also granted the following remuneration in 2021 in his capacity as CEO.
2021 Remuneration of the Executive Committee, excluding the CEO
The 2021 remuneration of the Executive Committee is detailed hereunder, but excludes the remuneration of the CEO as this has been detailed in the table above. The remuneration for members of the Executive Committee who also hold a mandate in the board comes on top of their board remuneration. The amounts included in the table hereunder refer to the remuneration of EDK Management BV, Tim De Maet, Joost Van Der Spurt and Annie-Mie Veermeer. The remuneration of Niels D’Haese is not included because his membership of the Executive Committee became effective 1 January 2022. At his appointment, Niels D’Haese was granted 5,000 warrants. As already mentioned, Tim De Maet was granted 10,000 warrants. Joost Van Der Spurt was granted 10,000 warrants. Anne-Mie Veermeer was granted 10,000 warrants. Beside them, no other member of the Executive Committee holds any warrants. For more information regarding a.o. price and date of exercise, we refer the IFRS Financial Statements.
In 2021, Ekopak has continued to reward the members of the Executive Committee in accordance with its existing practice.
As Ekopak is quoted since 31 March 2021, the remuneration policy will be submitted to the General Shareholders’ meeting on 10 May 2022. The bonuses paid are in line with the amounts listed in the prospectus.
Considering Ekopak’s current business size and the fact that its shares are only listed since 31 March 2021, Ekopak is exempted to adopt and publish a Diversity policy at this stage. Ekopak values workforce diversity and strives to act with respect of diversity at all times. A formal policy will be developed in the future.
Considering Ekopak’s current business size and the fact that its shares are only listed since 31 March 2021, Ekopak is exempted to adopt and publish formal anti-fraud measures. At present, Ekopak conducts audits at regular intervals, with the purpose to deter fraud and to detect it in a timely manner. A formal set of anti-fraud measures will be developed in the future, in addition to the Dealing Code, which is already in place (cf. hereunder).