The company has adopted a monistic structure and will retain such as a result of the amendments to the articles of association to bring it fully in line with the provisions of the Belgian Companies and Associations Code.
The board of directors of NV Roularta Media Group consists of eight members:
Five directors representing the reference shareholder, in accordance with the proposal rights under the articles of association:
- Mr Rik De Nolf (2022),
- Mr Xavier Bouckaert, permanent representative of Koinon Comm. VA (2022),
- Mrs Lieve Claeys (2022),
- Mrs Coralie Claeys, permanent representative of NV Verana (2020)
- and Mr Francis De Nolf, permanent representative of NV Alauda (2023).
Three independent directors:
- Mr Carel Bikkers (2022),
Mr Carel Bikkers has for the past nine years headed up the Dutch media group Audax, a multi-faceted organisation that is involved in the broadest sense of the term with the publishing, distribution and retailing of media and related products. Prior to this Mr Carel Bikkers worked as general manager of Kwik-Fit Europe BV, Europe’s largest car service chain.
- Mr Koen Dejonckheere, permanent representative of Invest at Value NV (2022)
Mr Koen Dejonckheere was appointed Chief Executive Officer of Gimv in 2008. Before, he was Managing Director and head of Corporate Finance at KBC Securities. Previously, Mr Koen Dejonckheere worked for Nesbic, Halder, Price Waterhouse Corporate Finance Europe and the BBL. Mr Koen Dejonckheere has extensive experience as a dealmaker in investment banking and private equity in Belgium and abroad.
- Prof Caroline Pauwels (2022)
Prof Caroline Pauwels PhD is rector of the Vrije Universiteit Brussel. From 2000 to 2016 Caroline Pauwels was director of the SMIT research centre, which specialises in the study of information and communication technologies, is home to some 70 researchers, and since 2004 has been part of iMinds, which merged with IMEC in 2016.
On the advice of the appointments and remuneration committee the following proposals will be made to the next general meeting:
• To reappoint NV Verana, represented by its permanent representative, Mrs Coralie Claeys, whose mandate ends at the coming general meeting, as a director for a four-year term until the 2024 general meeting;
Role and responsibilities
The board of directors is the supreme decision-making body of the company and is authorised to take any action that is necessary or useful for achievement of the purpose of the company, apart from actions for which only the general meeting is authorised by law.
The board of directors is responsible for managing the company, which means that it is responsible for setting and achieving company targets, determining company strategy, and giving concrete form to company policy and determining the results that are necessary for this. The board of directors is accountable to the general meeting for its discharge of these responsibilities. The board of directors has collective responsibility for the management of the company.