Corporate Governance Statement 2025
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 Team (MT) are determined by the Executive Committee (ExCo) rather than by the Board of Directors. This deviation can be explained by the fact that the members of the MT perform their duties under the leadership of the ExCo, to which the Board of Directors has delegated day to-day management and certain additional authorizations.
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 members of the executive management (ExCo or MT). This exception is justified by the consideration that their interests are already sufficiently aligned with the company’s long-term value creation objectives. This also takes into account the shares and warrants (whose value is based on the value of the Ekopak shares) held by certain members of the executive management. Therefore, establishing a minimum threshold was not deemed necessary. However, Ekopak intends to review this in the future and align itself with this provision of the code.
Remuneration Report
This report covers the 2025 remuneration of the members of the Board of Directors, the members of the Executive Committee (Exco), and members of the Executive Management Team.
2025 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 compensation was provided for serving on any of the board’s committees. There are no “golden parachute” arrangements in the event of a takeover bid.
The actual compensation for 2025 is shown in the table below. The compensation for the chairmanship is shown on a pro rata basis for the term of the mandate.
2025 Remuneration of the members of the Executive Committee (“ExCo” – “cockpit”)
The remuneration package of the ExCo consists of a base salary, a variable remuneration component and warrants. No shares have been granted.
2025 Remuneration of the Executive Management Team (“MT”)
The Executive Management Team (“MT”) consists of six members.
The compensation package for MT members who have an employment contract with Ekopak NV consists of a base salary, a short-term variable bonus, group and hospitalization insurance, and various other components, such as a company car, fuel card, meal vouchers, smartphone, etc. The compensation package for MT members with a management company consists of a monthly base salary and a short-term bonus.
The compensation package is competitive and tailored to the role and responsibilities of each MT member. Details regarding the compensation package for MT members can be found in Ekopak’s compensation policy. The amount of compensation and other benefits granted to MT members for 2025 is set out below. They refer to the compensation of Lieve Delrue, Tim De Maet, Niels D’Haese, Ombregt Consultancy BV, Joost Van Der Spurt, and Arjan den Breejen.
No severance payments were 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.