Corporate Governance Statement 2024
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, please find below 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 and the 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 authorizations of the members of the Executive Management Committee other than the CEO are determined by the CEO rather than by the Board of Directors. This deviation can be explained by the fact that the members of the Executive Management Committee exercise their function under the leadership of the CEO, to whom the daily management and certain additional authorizations 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 annually assess the need for the creation of an independent internal audit function.
Where appropriate, external persons will be used to perform specific internal audit assignments. The Audit Committee will inform the Board of Directors of the results.
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 consideration that the interests of the non-executive members of the Board are currently sufficiently focused on the long-term creation of value for the company. However, Ekopak intends to review this provision in the future in order to align with it in the future
Provision 7.9: no minimum threshold has yet been set for the number of Ekopak shares held by Executive Management Committee members. This deviation is explained by the consideration that their interests are already sufficiently aligned with the objectives for long-term value creation for the company. This also takes into account the shares and warrants (whose value is based on the value of Ekopak shares) held by certain members of the Executive Management Committee. Therefore, setting a minimum threshold was not deemed necessary. However, Ekopak intends to review this in the future and align with this provision of the code.
Remuneration Report
This report covers the 2024 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.
2024 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. The actual board remuneration for 2024 is reflected in the
table on the right. Directors Trefi and Kristina Loguinova ended their terms of office during 2024, resulting in a prorata board fee. Devuma BV and Quilaudem BV, as new directors in 2024, have also received a pro rata director’s fee.
2024 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.
2024 Remuneration of the Executive Committee, excluding the CEO
The Executive Management Committee (Exco), excluding the CEO, as analysed in this chapter, includes 7 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 a 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 2024 to the Exco members other than the CEO is set out on the right. They refer to the remuneration of Cospil BV, EDK Management BV, Lieve Delrue, Tim De Maet, Niels D’Haese, Ombregt Consultancy BV, and Joost Van Der Spurt.
No severance payments have been made
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.