Corporate Governance Statement 2023

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, the above information is complemented by 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.

Corporate Governance Articles of Association 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 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 7.9: 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.

Remuneration Statement

Remuneration policy

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 2023

This report covers the 2023 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 Ulrich Ombregt, CEO Global Water & Energy (GWE), is only included since 14 September 2023, i.e. the day that Ekopak NV obtained control over GWE.

2023 Remuneration of the board members

The remuneration paid to non-executive directors consists solely of an annual fixed component, being €15,000 per director and €25,000 for the chairman of the board. Those amounts are unchanged compared to 2022 and 2021. Executive directors do not receive a remuneration for their board mandate.

No additional remuneration was provided for a mandate in any of the board committees. There are no golden parachute provisions in case of a take-over bid.
The actual board remuneration for 2023 is reflected in the table on the right. As Marfa Consult was nominated as board member on the ASM of May 2023, the remuneration only includes 3 quarters of 2023.

The actual board remuneration for 2022 is reflected in the table below.

2023 Remuneration of the Chief Executive Officer (CEO)

The remuneration package of the CEO consists of a base salary, a variable remuneration component and warrants. No shares have been granted.

2023 Remuneration of the Executive Committee, excluding the CEO

The Executive Management Committee (Exco), excluding the CEO, as analysed in this chapter, includes 8 people.
The remuneration package of the Exco members who have an employment contract with Ekopak NV, consists of a base remuneration, a short-term variable remuneration, a long-term incentive, a group and hospitalisation insurance, and various other components, such as company car, fuel card, luncheon vouchers, smartphone, etc. The remuneration package of the Exco members with a management company, consists of a base monthly fee, a short-term bonus and a long-term incentive.
The remuneration package aims to be competitive and is aligned with the role and responsibilities of each Exco member. Details of the remuneration package for the Exco members can be found in the Ekopak Remuneration Policy. The amount of the remuneration and other benefits granted in respect to 2023 to the Exco members, other than the CEO is set out below. They refer to the remuneration of Cospil BV, EDK Management BV, Lieve Delrue, Tim De Maet, Niels D’Haese, Ipure BV, Ombregt Consultancy BV (since 14 September 2023), Joost Van Der Spurt, Annie-Mie Veermeer. No severance payments have been made.