Charters -
Board of Directors
Belgacom’s business is conducted by its employees, managers and officers under the direction of the President and Chief Executive Officer, assisted by the Management Committee, and under the strategic guidance and active oversight of the Board of Directors, with a view of enhancing the long-term value of the Company for its shareholders.
The Board of Directors recognizes that such long-term value (i) is advanced by responsibly addressing the concerns of other stakeholders and interested parties, including the employees, customers and suppliers, as well as the community and environment in which the Company operates and (ii) is to be created through compliance with ethical standards and pursuing safe risk-management policies.
The contents of the Charter of the Board of Directors:
- Duties and responsibilities
- Composition
- Functioning
- Committees
- Director Compensation
- Director Communications
- Performance Evaluation
Audit and Compliance Committee
The Audit and Compliance Committee’s role is to assist and advise the Board of Directors in its oversight of:
- the financial reporting process;
- efficiency of the systems for internal control and risk management of the company;
- the Company’s internal audit function and its efficiency;
- the quality, integrity and legal control of the statutory and the consolidated annual accounts and the financial statements of the Company, including the follow up of questions and recommendations made by the auditors;
- the relationship with the Company’s auditors and the assessment and monitoring of the independence of the auditors;
- the Company’s compliance with legal and regulatory requirements; and
- compliance within the Company with the Company’s Code of Conduct and the Dealing Code.
Strategic and Business Development Committee
The Strategic and Business Development Committee’s role is to assist and advise the Board of Directors on matters of general policy and strategy of the Company, as well as on major issues regarding the Company’s strategic development.
Download the complete Charter of the Strategic and Business Development Committee
Nomination and Remuneration Committee
The Nomination and Remuneration Committee’s role is to assist and advise the Board of Directors regarding:
- Nomination of candidates for appointment to the Board of Directors and the Board Committees;
- Appointment of the President and Chief Executive Officer and appointment by the President and Chief Executive Officer of the members of the Management Committee and the Secretary General;
- Remuneration of the members of the Board of Directors and the Board Committees (legal duties and others);
- Remuneration of the President and Chief Executive Officer and members of the Management Committee; the review on an annual basis of the remuneration philosophy and strategy of all personnel and specifically the compensation packages of top senior management; and
- The oversight ("toezicht" / "supervision") of the decisions of the President and Chief Executive Officer with respect to the appointment, the dismissal and the compensation of management, in order to allow the Board of Directors, when it chooses to do so, to exercise its overall supervising duties.
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