Corporate Governance Statement 2022
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, please find below 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 appoint a third independent director. On 17 January 2023, Ekopak proposed to appoint an additional member to the Board of Directors who meets the independency criteria. This appointment is subject to confirmation by the AGM of 9 May 2023.
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 may 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: 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.
Provision 7.12: The Board of Directors endeavors to insert a ‘clawback provision’ in contracts of employment with executives to the extent permissible by the law governing such contract.
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 was approved by to the Annual Shareholder Meeting of May 2022.
Remuneration Report 2022
This report covers the 2022 remuneration of the members of the Board of Directors, of the Chief Executive Officer (CEO) and of the other members of the Executive Management Committee. Please note that the remuneration of Lieve Delrue is not included in Part C, as her membership of the Executive Management Committee was effective only as of 1 January 2023.
2022 Remuneration of the board members
Until the Annual Shareholders Meeting (AGM) of 10 May 2022, no distinction was made between executive and non-executive with regard to their remuneration as members of the Board of Directors. At the AGM of 10 May 2022, it was decided that executive directors should no longer be granted a remuneration for their board mandate, in addition to their remuneration as member of the Excecutive Management Team. As a consequence of this new policy measure, the executive directors EDK Management BV and Pilovan BV have only been granted a board remuneration for the first quarter of 2022.
Tim De Maet, executive director was not granted any remuneration for his mandate in the board of directors, but he was granted 10,000 warrants. No other members of the board hold warrants.
The 2022 base remuneration was set at €15,000 per director and €25,000 for the chairman of the board – identical as in 2021. For 2022, just as for 2021, no additional remuneration was provided for a mandate in any of the board committees.
The actual board remuneration for 2022 is reflected in the table below.
2022 Remuneration of the Chief Executive Officer (CEO)
In addition to the remuneration of Pilovan BV for his board mandate in the first quarter of 2022, Pilovan BV was also granted the following remuneration in 2022 in his capacity as CEO.
2022 Remuneration of the Executive Committee, excluding the CEO
The 2022 remuneration of the Executive Management 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 Management Committee who also hold a mandate in the board comes on top of their board remuneration for the first quarter of 2022. The amounts included in the table hereunder refer to the remuneration of EDK Management BV, Tim De Maet, Joost Van Der Spurt, Annie-Mie Veermeer and Niels D’Haese. The remuneration of Lieve Delrue is not included because her membership of the Executive Management Committee became effective 1 January 2023. Niels D’Haese was granted 5,000 warrants, Tim De Maet was granted 10,000 warrants, Joost Van Der Spurt was granted 10,000 warrants and Anne-Mie Veermeer was granted 10,000 warrants. No warrants have been granted to Lieve Delrue. 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 2022, 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 was approved by the General Shareholders’ meeting on 10 May 2022.
Considering Ekopak’s current business size, 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, 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.