COMMITTEES SET UP BY THE BOARD OF DIRECTORS

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Two committees assist the board of directors, the audit committee and the appointments and remuneration committee.

Audit committee

The audit committee consists solely of independent directors. After the general meeting of 2018 Mr Koen Dejonckheere (permanent representative of NV Invest at Value) replaced Mr Marc Verhamme (permanent representative of SPRL Mandatum) as a member of the audit committee. The expertise in accounting and auditing of Mr Carel Bikkers, chairman of the audit committee, is evident among other things from his former position as a senior manager of the Dutch media group Audax and from his board member/ supervisor mandate in a number of Dutch companies. The members of the audit committee have collective expertise related to the activities of Roularta Media Group cf. Article 526 bis § 2 of the Companies Code.

The audit committee met four times in 2018. During these meetings the audit committee controlled the integrity of the financial information of the company, closely monitored the activities of the internal and 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, the CFO and the internal auditor. The statutory auditor attended two times the meetings of the audit committee in 2018. Due to the departure of the internal auditor during the course of the financial year, the internal auditor attended only one meeting of the audit committee.

Attendance at audit committee meetings in 2018:

Carel Bikkers, Chairman

4

Marc Verhamme (until 14/05/2018 included) 2
Koen Dejonckheere (from 15/05/2018) 1

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 remuneration committee. The appointments and remuneration committee is composed of a majority of independent, non-executive directors.

Following the resignation of the mandate of SPRL Mandatum as director, represented by its permanent representative Mr Marc Verhamme, the board of directors decided, with effect from 1 January 2019, to replace Mr Marc Verhamme in the appointments and remuneration committee with Mr Koen Dejonckheere (permanent representative of NV Invest at Value). The appointments and remuneration committee (cf. Article 526 quater of the Companies Code) has the necessary expertise in the field of remuneration policy.

The appointments and remuneration committee will be chaired by the chairman of the board of directors from 1 January 2019, unless this committee meets concerning his possible succession or remuneration. The CEO participates in the meetings of the appointments and remuneration committee in an advisory capacity (cf. Article 526 quater of the Companies Code), except when the appointments and remuneration committee deliberates on the remuneration of the CEO.

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 two times during 2018. 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 2018:

Carel Bikkers

2
Marc Verhamme, Chairman

2