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Board of Directors

The Board of Directors is vested with the power to perform all acts that are necessary or useful for the realization of the Company’s purpose, except for those actions that are specifically reserved by law or the Articles of Association for the Shareholders’ Meeting or other management bodies. 

In particular, the Board of Directors is responsible for: 

  • defining general policy strategy of the Company and its subsidiaries; 
  • deciding on all major strategic, financial and operational matters of the Company; 
  • overseeing the management by the CEO and other members of the Management Committee; and 
  • all other matters reserved to and obligations imposed (including disclosure obligations) on the Board of Directors by law or the Articles of Association.

Within certain limits, the Board of Directors is entitled to delegate special clearly-defined powers to the CEO.

Immediately following the IPO, the Board of Directors will consist of nine (9) members.

The Articles of Association provide for nomination rights in favor of LSF9 Balta Holdco S.à r.l., as follows:

For as long as LSF9 Balta Holdco S.à r.l. or a company affiliated therewith within the meaning of article 11 of the Belgian Companies Code, directly or indirectly, holds at least 50% of the total number of shares issued by the company, it is entitled to nominate at least five (5) directors to be appointed by the Shareholders’ Meeting.

  • For as long as LSF9 Balta Holdco S.à r.l. or a company affiliated therewith within the meaning of article 11 of the Belgian Companies Code, directly or indirectly, holds less than 50% but at least 40% of the total number of shares issued by the company, it is entitled to nominate four (4) directors to be appointed by the Shareholders’ Meeting.
  • For as long as LSF9 Balta Holdco S.à r.l. or a company affiliated therewith within the meaning of article 11 of the Belgian Companies Code, directly or indirectly, holds less than 40% but at least 30% of the total number of shares issued by the company, it is entitled to nominate three (3) directors to be appointed by the Shareholders’ Meeting.
  • For as long as LSF9 Balta Holdco S.à r.l. or a company affiliated therewith within the meaning of article 11 of the Belgian Companies Code, directly or indirectly, holds less than 30% but at least 20% of the total number of shares issued by the company, it is entitled to nominate two (2) directors to be appointed by the Shareholders’ Meeting.
  • For as long as LSF9 Balta Holdco S.à r.l. or a company affiliated therewith within the meaning of article 11 of the Belgian Companies Code, directly or indirectly, holds less than 20% but at least 10% of the total number of shares issued by the company, it is entitled to nominate one (1) director to be appointed by the Shareholders’ Meeting.

Pursuant to the Articles of Association, if the direct or indirect shareholding of LSF9 Balta Holdco S.à r.l. or a company affiliated therewith within the meaning of article 11 of the Belgian Companies Code in the company falls below one of the aforementioned thresholds, LSF9 Balta Holdco S.à r.l. shall cause a director appointed upon its nomination to tender its, his or her resignation as director of the company with effect as of the date of the next annual Shareholders’ Meeting, failing which the mandate of the director who was most recently appointed upon LSF9 Balta Holdco S.à r.l.’s nomination shall automatically terminate on the date of the next annual Shareholders’ Meeting.

Although the term of office of directors under Belgian law is limited to six years (renewable), the Corporate Governance Code recommends that it be limited to four years. The Articles of Association limit the term of office of directors to four years. The appointment and renewal of directors is based on a recommendation of the Remuneration and Nomination Committee to the Board of Directors and is subject to approval by the Shareholders' Meeting, taking into account the nomination rights described above. 

Pursuant to the Corporate Governance Code, at least half of the directors should be non-executive and at least three directors should be independent in accordance with the independence criteria set out in the Belgian Companies Code and the Corporate Governance Code. The composition of the Board of Directors effective as of the closing of the Offering complies with these recommendations. 

As of January 1, 2023, at least one-third of the directors must be of the opposite gender. As illustrated below  the composition of the Board of Directors already meets this requirement.

The Board of Directors is composed as follows:

Name Age Position Director since Mandate expires
Tom Debusschere 1 49 Executive Director and CEO 2017 2021
Michael Kolbeck 47 Non-Executive Director 2017 2021
Karoline Graeubig 35 Non-Executive Director 2017 2021
Hannah Strong 33 Non-Executive Director 2017 2021
Jeremy Fryzuk 32 Non-Executive Director 2017 2021
Patrick Lebreton 49 Non-Executive Director 2017 2021
Nicolas Vanden Abeele 2 45 Independent Director 2017 2021
Cyrille Ragoucy 61 Chairman and Independent Director 2017 2021
Sarah Hedger 52 Independent Director 2017 2021

(1) Tom Debusschere provides services through Kairos Management BVBA.
(2) Nicolas Vanden Abeele provides services through Accelium BVBA.