Directors' Report
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68 Barco annual report 2015 DIRECTORS' REPORT CORPORATE GOVERNANCE STATEMENT Page 71 COMMENTS ON THE RESULTS page 96 INFORMATION ABOUT THE SHARE page 108 Directors' Report Barco annual report 2015 69 70 Barco annual report 2015 DECLARATION REGARDING THE INFORMATION GIVEN IN THE ANNUAL REPORT 2015 The undersigned declare that: • The annual accounts, which are in line with the standards applicable for annual accounts, give a true and fair view of the capital, the financial situation and the results of the issuer and the consolidated companies; • The annual report gives a true and fair view of the development and the results of the company and of the position of the issuer and the consolidated companies, as well as a description of the main risks and uncertainties they are faced with. Eric Van Zele, CEO Carl Peeters, CFO Directors' Report Barco annual report 2015 71 CORPORATE GOVERNANCE STATEMENT In accordance with article 96, §2 of the Companies Code, Barco applies the Corporate Governance Code 2009 as reference code. This code can be downloaded via the link www.corporategovernancecommittee.be Barco deviates from art. 8.4 of the Corporate Governance Code. Barco makes the information defined in this article only available on its website. An analysis of the website visit revealed that this information is searched for on the web pages themselves, rather than in the Corporate Governance Charter which is also available on the website. Barco’s Corporate Governance Charter is available for download at www.barco.com/corporategovernance 72 Barco annual report 2015 BOARD OF DIRECTORS Jan P. Oosterveld Ashok K. Jain Bruno Holthof Christina Frank Donck von Wackerbarth Directors' Report Barco annual report 2015 73 Situation on 1 January 2016 Eric Van Zele Luc Missorten Hilde Laga Charles Beauduin Antoon De Proft 74 Barco annual report 2015 BOARD OF DIRECTORS Situation on 1 January 2016 Chairman Charles Beauduin (1) 2016* President & CEO Eric Van Zele (3) 2018* Directors ADP Vision BVBA (represented by Antoon De Proft) (2) 2017* Praksis BVBA (represented by Bruno Holthof) (2) 2018* Luc Missorten (2) 2018* Oosterveld Nederland B.V. (represented by Jan P. Oosterveld) (1) 2016* Kanku BVBA (represented by Christina von Wackerbarth) (2) 2016* Adisys Corporation (represented by Ashok K. Jain) (2) 2017* Hilde Laga (2) 2018* Frank Donck (2) 2017* Secretary Kurt Verheggen General Counsel (1) non-executive directors // (2) non-executive independent directors // (3) executive director * Date on which the term of office expires: end of the annual meeting CHARLES BEAUDUIN (°1959) ANTOON DE PROFT (°1960) is CEO and owner of Michel Van de Wiele NV since 1993. Van de holds a Master’s degree in Electrical Engineering and a post-gradu- Wiele is an international technology player and leader in solutions ate degree in Medical Engineering. Mr. De Proft is CEO of Septentrio, for the textile industry. Mr. Beauduin holds several positions in trade a manufacturer of highly accurate GPS systems and he serves on associations and employer organizations. He holds a Master in Law several Boards, including a position as Chairman of IMEC and Quest from the KU Leuven and an MBA from Harvard Business School. Mr. For Growth and a board position at TKH. Previously, he has been Beauduin has broad professional management experience including President & CEO of ICOS Vision Systems. international assignments in Asia and the United States. BRUNO HOLTHOF (°1961) ERIC VAN ZELE (°1948) is CEO of Oxford University Hospitals (OUH). OUH employs 12,000 has been President and CEO of Barco NV since 2009. He is Chair- staff across four hospital sites and 44 other locations. Before OUH, man of the Board of Reynaers Aluminium NV and Chairman of the he was CEO of the Antwerp Hospital Network (ZNA). During this Hermes Fund of the Flemish Government. Previously, he held top period, he transformed ZNA into the most profitable hospital group management positions at Pauwels International, Telindus NV and in Belgium. Before becoming a CEO, he was a partner at McKinsey Raychem Corporation. Mr. Van Zele holds a Master’s degree in & Company. During this period, he served a wide range of health- Mechanical Engineering from the K.U. Leuven and post-graduate care clients in Europe and the United States and gained significant degrees in Management from Stanford University. expertise in the areas of strategy, organization and operations. He is also a Board member of bpost, Belgium’s postal service. Mr. Holthof holds an MBA from the Harvard Business School and an MD/PhD from the K.U. Leuven. Directors' Report Barco annual report 2015 75 LUC MISSORTEN (°1955) is currently Chairman of the Board of Directors of Ontex and mem- was founder and Chairman of the Board of IP Video Systems, which ber of the board of Gimv, Recticel and Corelio. He served on the was acquired by Barco in February 2012. He currently is a General boards of LMS, Vandemoortele and Bank Degroof. Throughout his Partner at Co=Creation=Capital LLC. Mr. Jain is of Indian origin and professional career and until the end of 2014, Mr Missorten exer- has US citizenship. cised executive roles at various companies, such as Corelio (CEO), UCB (CFO) and ABInbev (CFO). He holds a Law Degree from the K.U.Leuven, a Master of Laws from the University of California– HILDE LAGA (°1956) Berkeley and a Certificate of Advanced European Studies from the Hilde Laga holds a Ph.D. in Law and lectures corporate law at the College of Europe in Bruges. University of Leuven. She is one of the founding partners of the law firm Laga which she led as managing partner and head of the corporate M&A practice until 2013. Hilde Laga joined the Board of JAN P. OOSTERVELD (°1944) Directors of Barco NV and NV Greenyard Foods in 2014. In 2015 she held several senior management positions at Royal Philips Electron- joined the Board of Directors of Agfa-Gevaert NV and of Gimv NV. ics before he retired in 2004 as member of the Group Management She’s a member of the Belgian Corporate Governance Committee Committee. He is a professor at IESE, owns a consultancy company and served as a member of the supervisory board of the F.S.M.A. and holds several Board positions. Mr. Oosterveld has a Masters’ (former C.B.F.A) until 2014. degree in Mechanical Engineering from the Technical University Eindhoven and an MBA from the IESE Business School, Barcelona. FRANK DONCK (°1965) has been the managing director of investment holding 3D NV since CHRISTINA VON WACKERBARTH (°1954) 1998, investing in a mix of long-term public equity, private equity has held several top positions at VNU Belgium, VNU Magazines and real estate. He also serves as chairman of Atenor Group NV International, Sanoma WSOY and the Flemish public broadcaster and Telecolumbus AG, as non-executive director in KBC Group NV VRT. Today, she is active as international Consultant and Executive and as independent director of Elia System Operator NV. Coach at INSEAD Leadership Development center and in private Frank Donck holds a Master of Law Degree of the University of practice for major global firms in many industries. She has served on Ghent and he obtained a Master degree in Finance of the Vlerick various boards, among other telecom operator Mobistar in Belgium Business School. He started his career as investment manager for and Tamedia in Switzerland. Ms von Wackerbarth holds a degree Investco NV and was a board member in several listed and privately in linguistics, a diploma AMP at INSEAD (France), a certificate in owned companies. Mr. Donck was i.a. chairman of Telenet Group Financial Management at UAMS (Belgium), a Ms Sc in Consulting Holding NV. He is also vice-chairman of the Vlerick Business School and Clinical Coaching at HEC (France) and the same diploma at and is a member of Belgium’s Corporate Governance Commission. INSEAD (France). KURT VERHEGGEN (°1970) ASHOK K. JAIN (°1955) serves as Company Secretary of the Board. He is the General Coun- holds a Master of Technology degree from the Indian Institute of sel of Barco. He started his career with the law firm Linklaters and Technology in Delhi, India. During his career, Mr. Jain has founded then worked as Legal Counsel for CMB, Engie and General Electric. several technology start-ups and has converted them into successful He holds a law degree from the K.U. Leuven, a Master of Laws from businesses through strong leadership coupled with insights into Tulane University Law School in New Orleans and a Master’s degree emerging opportunities and trends in the global economy. Mr. Jain in Real Estate from the Antwerp Management School. 76 Barco annual report 2015 CHANGES AUDIT COMMITTEE The Board of Directors appointed Mr. Charles Beauduin, representing The audit committee is composed of four members, namely: Mr. Barco’s largest shareholder, Michel Van de Wiele NV, as director Luc Missorten, who acts as Chairman, Mr. Bruno Holthof, Mr. Jan effective 1 January for the remaining term of the mandate of Mr. P. Oosterveld and Mr. Eric Van Zele. Mr. Missorten and Mr. Holthof Herman Daems who had resigned in December 2014 after 15 years are independent non-executive directors. The audit committee’s of service. The Directors also appointed Mr. Beauduin as Chairman members have relevant expertise in financial, accounting and legal of the Board. matters as shown in the biographies on pages 74-75. The Board At the general meeting of April 2015, the shareholders confirmed of Directors therefore opines that the audit committee meets the the appointments of Mr. Charles Beauduin as well as Mr. Luc Mis- statutory requirements of independence and expertise in accounting sorten as director.