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Financial Report 2019 1

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Financial Report 2019 1 Elia Group Financial Report 2019 1 Accelerating to a net-zero society Financial Report 2020 2 Corporate Governance Statement Elia Group Financial Report 2020 1 CORPORATE GOVERNANCE CORPORATE GOVERNANCE STATEMENT REPORT 2 REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE BOARD 16 RISK MANAGEMENT AND UNCERTAINTIES FACING THE COMPANY 28 FEATURES OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS 41 2 Corporate Governance Statement Elia Group Financial Report 2020 3 Corporate Governance Composition of the management bodies Statement as at 31 December 2020 Board of Directors Advisory Committees to Auditors This Corporate Governance Statement contains the main aspects of Elia Group’s corporate governance CHAIRPERSON the Board of Directors • Ernst & Young Réviseurs d’Entreprises framework. In 2020 Elia Group’s corporate governance was based on the following pillars: SRL, represented by Paul Eelen. • Bernard Gustin, non-executive NOMINATION COMMITTEE • the 2020 Corporate Governance Code1, which Elia Group has • BDO Réviseurs d’Entreprises SRL, independent director • Luc Hujoel, Chairman adopted as its benchmark code; represented by Félix Fank. VICE-CHAIRPERSONS • Luc De Temmerman 2 11 • the Belgian Code of Companies and Associations ; • Claude Grégoire, non-executive director • Frank Donck Executive Board • Elia Group’s Articles of Association. appointed upon proposal of Publi-T • Jane Murphy • Chris Peeters (Chief Executive Officer • Geert Versnick, non-executive director • Kris Peeters6 and TSO Head Elia) appointed upon proposal of Publi-T • Catherine Vandenborre (Chief Financial AUDIT COMMITTEE DIRECTORS Officer) • Michel Allé, Chairman • Stefan Kapferer (TSO Head 50 Hertz)12 • Michel Allé, non-executive independent • Frank Donck • Peter Michiels (Chief Human Resources, Board of Directors director • Roberte Kesteman Internal Communication Officer, Chief • Luc De Temmerman, non-executive • Dominique Offergeld Alignment Officer) independent director • Rudy Provoost • Michael Freiherr Roeder von Diersburg • Frank Donck, non-executive (Chief Digital Officer)13 independent director REMUNERATION COMMITTEE • Cécile Flandre, non-executive director • Luc De Temmerman, Chairman Secretary-General appointed upon proposal of Publi-T • Siska Vanhoudenhoven 5 • Roberte Kesteman • Claude Grégoire, non-executive director appointed upon proposal of Publi-T • Dominique Offergeld • Kris Peeters7 1 • Bernard Gustin, non-executive 8 independent director • Saskia Van Uffelen • Luc Hujoel, non-executive director STRATEGIC COMMITTEE8 appointed upon proposal of Publi-T 3 Kris Peeters replaced Philip Heylen as non-executive 2 6 7 • Geert Versnick, Chairman director as from 19 May 2020. He tendered his resignation as • Roberte Kesteman, non-executive non-executive director of Elia Group with effect as from • Michel Allé 1 January 2021. The Board of Directors of 9 February 2021 has independent director coopted Pieter De Crem to replace Kris Peeters. • Bernard Gustin 4 Nele Roobrouck is the representative of the Government 3 • Jane Murphy, non-executive 9 for the Dutch linguistic role. She has an advisory role to the 9 independent director • Claude Grégoire Board of Directors of Elia Transmission Belgium and Elia Asset as prescribed in the Electricity Law. • Dominique Offergeld, non-executive • Rudy Provoost 5 Since 8 February 2021, and by Ministerial Decree, Maxime director appointed upon proposal of • Luc Hujoel10, standing invitee Saliez has been appointed as representative of the Govern- 10 Publi-T ment for the francophone linguistic role. He has an advisory • Dominique Offergeld, standing invitee role to the Board of Directors of Elia Transmission Belgium • Kris Peeters, non-executive director and Elia Asset as prescribed in the Electricity Law. 6 Kris Peeters replaced Philip Heylen as non-executive appointed upon proposal of Publi-T3 4 director as from 19 May 2020. He tendered his resignation as non-executive director of Elia Group with effect as from 13 • Rudy Provoost, non-executive director 1 January 2021. The Board of Directors of 9 February 2021 has appointed upon proposal of Publi-T coopted Pieter De Crem to replace Kris Peeters as member of the Nomination Committee. • Saskia Van Uffelen, non-executive 7 Kris Peeters replaced Philip Heylen as non-executive direc- 12 independent director tor as from 19 May 2020. He tendered his resignation as a non-executive director of Elia Group with effect as from 1 Bernard Gustin 8 Luc Hujoel • Geert Versnick, non-executive director 1 January 2021. The Board of Directors of 9 February 2021 has coopted Pieter De Crem to replace Kris Peeters as member 2 9 Claude Grégoire Roberte Kesteman 11 appointed upon proposal of Publi-T of the Remuneration Committee. 8 Members of the Strategic Committee as from 28 July 2020. 3 Geert Versnick 10 Jane Murphy 13 REPRESENTATIVES OF THE FEDER- 9 Since 9 February 2021. As at 31 December 2020, Claude 4 Michel Allé 11 Dominique Offergeld AL GOVERNMENT WITH AN ADVI- Grégoire was a standing invitee to the Strategic Committee. 10 Since 9 February 2021. As at 31 December 2020, Luc Hujoel 5 Luc De Temmerman 12 Pieter De Crem SORY ROLE was a member of the Strategic Committee. 6 Frank Donck 13 Rudy Provoost • Nele Roobrouck4 and Maxime Saliez5 11 The following members of the Executive Board have vol- untarily resigned with effect as from 28 July 2020: Markus 7 Cécile Flandre 14 Saskia Van Uffelen Berger, Frédéric Dunon, Pascale Fonck, Ilse Tant and Patrick De Leener. 12 Appointed as member of the Executive Board as from 28 July 2020. 1 The 2020 Corporate Governance Code can be found on the website of the Corporate Governance Committee (www.corporategovernancecommittee.be). 13 Appointed as member of the Executive Board as from 2 The Belgian Code of Companies and Associations can be found on the website of the ministry of justice (http://www.ejustice.just.fgov.be/cgi_loi/wet.pl). 28 July 2020. 4 Corporate Governance Statement Elia Group Financial Report 2020 5 Changes in the composition of the Board of Directors Specific requirements for members Philip Heylen tendered his resignation as non-executive To replace Kris Peeters, the Board of Directors co-opted Pieter director with effect from 19 May 2020 and was replaced by Kris De Crem on 9 February 2021. The confirmation of his appoint- of the Board of Directors Peeters as from the same date. ment as non-independent director will be proposed to the Ordinary General Meeting to be held on 18 May 2021. Kris Peeters, in his turn, tendered his resignation as non-execu- tive director with effect from 1 January 2021. The Board of Directors of Elia Group consists of 14 members, tees: the Nomination Committee, the Audit Committee, the none of whom perform an executive role within the company Remuneration Committee and the Strategic Committee. The or its subsidiaries. Board of Directors ensures that these advisory committees Term and expiry of directorships and appointment procedure operate in an efficient manner. Seven (7) directors are independent non-executive directors, in The directors of Elia Group are appointed or reappointed for a the meaning of article 7:87 of the Belgian Code of Companies In accordance with the Articles of Association and the Belgian End of term after and Associations. The independent directors are proposed for Code of Companies and Associations, at least one third (1/3) of maximum six-year term. In line herewith, Luc De Temmerman, the Ordinary Number Frank Donck and Saskia Van Uffelen’s mandates were renewed General Meeting to of directors appointment by the Board of Directors to the Ordinary General the directors must be of the opposite gender to the remaining at the Ordinary General Meeting of 2020 for a one-year term. be held in Meeting based on the recommendation of the Nomination two thirds. Committee. The seven (7) other non-executive directors are 2021 3 In addition, in accordance with the Belgian Code of Companies Geert Versnick and Luc Hujoel’s directorships will expire after non-independent directors appointed by the Ordinary General 2022 1 and Associations, the Belgian Corporate Governance Code 2020 the 2026 Ordinary General Meeting relating to the financial year Meeting upon proposal of Publi-T, as per the current share- and the internal rules of procedure of the Board of Directors, ending 31 December 2025. 2023 7 holder structure and article 13.2 of the Articles of Association the composition of the Board of Directors is based on the com- (see also the ‘Shareholder structure’ section on page 14 of this The directorships of Bernard Gustin, Cécile Flandre, Claude 2026 2 plementarity of skills, experience and knowledge as well as on statement). Grégoire, Jane Murphy, Dominique Offergeld, Roberte Kes- gender diversity and diversity in general. teman and Rudy Provoost are due to expire after the 2023 As stated above, Pieter De Crem was coopted by the Board of In accordance with the provisions of the Articles of Association, When searching for and appointing new non-executive direc- Ordinary General Meeting relating to the financial year ending Directors on 9 February 2021 to replace Kris Peeters. It shall be the Board of Directors is supported by four advisory commit- tors, special attention is paid to diversity parameters in terms of 31 December 2022. proposed to the Ordinary General Meeting to be held on 18 May age, gender and complementarity. Michel Allé’s directorship will expire after the 2022 Ordinary 2021 to confirm his appointment, up to the 2026 Ordinary Gen- Diversity within the Board of Directors General Meeting relating to the financial year ending 31 Decem- eral Meeting (relating to the financial year ending 31 December Number of directors as at 31 December 2020 Unit 2020 2025). ber 2021. Aged 35 < 54 1 Men Luc De Temmerman, Frank Donck, and Saskia Van Uffelen’s The six-year term of these directorships diverges from the term Aged ≥ 55 8 of four years recommended by the Belgian Corporate Govern- directorships will expire after the 2021 Ordinary General Meet- Aged 35 < 54 2 ing relating to the financial year ending 31 December 2020.
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