Governance Nomination
Committee
Audit Finance Committee
Remuneration Committee
GOVERNANCE
The Governance Nomination Committee (the
"GNC"), the functions of which previously were
performed in the Remuneration Nomination
Committee, was established by the Board of
Directors in May 2014 to assist it in all matters
related to succession planning for directors
and the Chief Executive Officer of the Com
pany, in addition to monitoring compliance
with governance rules and regulations. It is
responsible for making recommendations to
the Board for its consideration and approval
on these and related topics.
In 2014, the GNC was composed solely of
non-executive directors, and all of the mem
bers of the GNC were independent pursuant to
the Companies Code, the Belgian Governance
Code, and the NYSE rules.
The members of the GNC are appointed by
the Board on the recommendation of the
Chairman of the Board and other members of
the GNC (without participating in consideration
of their own appointment). The GNC and the
Board of Directors adequately considered the
competence and the skills of the members
of the GNC on an individual as well as on
a collective basis and considered that such
members met all the required competencies
and skills to exercise the functions pertaining
to the GNC.
The composition of the GNC in 2014 can be
found in the table on page 50.
In 2014, the GNC met three times. All GNC
members attended all meetings.
The activities of the GNC in 2014 included,
among others:
Review of director nominations;
Review of director mandates and qualifica
tions;
Review of the Corporate Governance Char
ter;
Review of the Committee Terms of Reference.
The Audit Finance Committee (the "AFC"), pre
viously the Audit Committee, was established
by the Board of Directors to assist it in monitor
ing the integrity of the financial statements of
the Company, the Company's compliance with
legal and regulatory requirements, the Statutory
Auditor's qualification and independence, the
performance of the Company's internal audit
function and Statutory Auditor, the Company's
internal controls and risk management, and
(effective May 2014) the areas of corporate
finance, treasury and tax activities, including
the financial impact of significant transactions
proposed by the Company management.
In 2014, the AFC was composed solely of inde
pendent directors, who are qualified to serve
on such committee pursuant to the Companies
Code, the Belgian Governance Code, the SEC
rules and the NYSE rules.
The members of the AFC are appointed by the
Board on the recommendation of the GNC. The
GNC and the Board of Directors adequately
considered the competence and the skills of
the members of the AFC on an individual as
well as on a collective basis and considered
that such members met all the required com
petencies and skills to exercise the functions
pertaining to the AFC.
In 2014, the Board of Directors determined that
Ms. Claire H. Babrowski, Ms. Elizabeth Doherty,
Mr. Jack L. Stahl and Mr. Luc Vansteenkiste were
"audit committee financial experts" as defined
under applicable U.S. law. All members of the
AFC are considered to be experts in accounting
and auditing for Belgian law purposes.
The composition of the AFC can be found in
the table on page 50.
In 2014, the AFC met five times. All members of
the AFC attended all of those meetings.
The activities of the AFC in 2014 included,
among others:
Review of financial statements and related
revenues and earnings press releases;
Review of the effect of regulatory and
accounting initiatives and any off-balance
sheet structures on the financial statements;
Review of changes, as applicable, in
accounting principles and valuation rules;
Review of the Internal Audit Plan;
Review of major financial risk exposures and
the steps taken by management to monitor,
control and disclose such exposures;
Review of Management's Representation
Letter;
Review of the Audit and Finance Committee
Charter Required Actions Checklist;
Review of reports concerning the policy on
complaints (SOX 301 Reports Policy/I-Share
line);
Review of SOX 404 compliance plan for the
year 2013;
Review of reports provided by the General
Counsel;
Review of reports provided by the Chief
Information Security Officer;
Review and evaluation of the lead partner of
the independent auditor;
Holding closed sessions (without the pres
ence of management) with the independent
external auditor, the Company's Chief Inter
nal Audit Officer, and the Company's General
Counsel;
Review and approval of the Policy for Audit
Committee Pre-Approval of Independent
Auditor Services (as described below);
Review of required communications from the
independent auditor;
Review and approval of the Statutory Audi
tor's global audit plan for 2014;
Supervision of the performance of external
auditor and supervision of internal audit
function;
Committee self-assessment of performance;
Review of the Committee Terms of Reference;
Review of Finance and Treasury Updates.
The Remuneration Committee, the functions of
which previously were performed in the Remu
neration and Nomination Committee, was
established by the Board of Directors in May
2014 to (i) recommend to the Board the com
pensation of the members of Executive Man
agement, which consists of the Chief Executive
Officer and other members of the Company's
Executive Committee; (ii) recommend to the
Board any incentive compensation plans and
equity-based plans, and awards thereunder,
and profit-sharing plans for the Company's
associates; (iii) evaluate the performance of
the Executive Management; and (iv) advise the
Board on other compensation issues.
In 2014, the Remuneration Committee was
composed solely of independent directors,
who are qualified to serve on such committee
pursuant to the Companies Code, the Belgian
Governance Code, the SEC rules and the NYSE
rules.
The members of the Remuneration Committee
are appointed by the Board on the recommen
dation of the GNC. The GNC and the Board of
Directors adequately considered the com
petence and the skills of the members of the
Remuneration Committee on an individual as
well as on a collective basis and considered
that such members met all the required com
petencies and skills to exercise the functions
pertaining to the Remuneration Committee.
The composition of the Remuneration Commit
tee can be found in the table on page 50.
In 2014, the Remuneration Committee met
two times. All members of the Remuneration
Committee attended all of those meetings.
The activities of the Remuneration Committee
in 2014 included, among others:
Review of senior management compensa
tion structure, including short and long-term
incentive components;
Review of the Committee Terms of Reference.
