Two committees assist the board of directors, the audit committee and the appointments and remuneration committee.
The audit committee consists solely of independent directors.
The members of the audit committee have collective expertise related to the activities of Roularta Media Group cf. Article 7:99 of the Belgian Companies and Associations Code (and before 1 January 2020, Article 526a of the former BelgianCompanies Code).
Since the end of the mandate of Mr Carel Bikkers at the general meeting of 17 May 2022, Mr Rik Vanpeteghem has chaired the audit committee. His expertise in matters falling within the competence of the audit committee is demonstrated by the professional experience he acquired during his career at Deloitte Belgium.
The audit committee met four times in 2022. During these meetings, the audit committee controlled the integrity of the financial information of the company, closely monitored the activities of the external auditor, and where it deemed necessary, made recommendations in these respects to the board of directors.
At the invitation of the chairman, the audit committee was attended by the statutory auditor, the CEO, the chairman of the board of directors and the CFO. The statutory auditor attended the meetings of the audit committee twice in 2022.
Attendance at audit committee meetings in 2022:
Carel Bikkers (chairman until 17/05/2022)
|Rik Vanpeteghem (chairman as of 17/05/2022)||2|
Appointments and remuneration committee
The board of directors has used the opportunity as provided in the Corporate Governance Code to establish a single, joint appointments and remune ration committee. The appointments and remuneration committee is composed of independent, non-executive directors.
Pursuant to Article 7:100 of the Belgian Companies and Associations Code, the nomination and remuneration committee has the necessary expertise in the field of remuneration policy (and before 1 January 2020, Article 526c of the former Belgian Companies Code). The CEO and the chairman of the board of directors participate in the meetings of the appointments and remuneration committee in an advisory capacity (cf. Article 7:100 of the Belgian Companies and Associations Code and before 1 January 2020, Article 526c of the former Belgian Companies Code), except when the appointments and remuneration committee deliberates on the remuneration of the CEO and/or the chairman of the board of directors.
The HR director of the Group is also invited to attend the meetings of the appointments and remuneration committee.
The appointments and remuneration committee met twice during 2022. The main item on its agenda was: preparing the remuneration report and reviewing the remuneration and bonus policy of the executive management and the (diverse) composition of the board of directors and its committees.
Attendance at appointments and remuneration committee meetings in 2022:
Carel Bikkers (member until 17/05/2022)
|Rik Vanpeteghem (member as of 17/05/2022)||1|