The Company is committed to high standards of corporate governance and relies on the Belgian Code on Corporate Governance of March 12, 2009 (the “Corporate Governance Code”) as a reference code. The Corporate Governance Code is based on a “comply or explain” approach. Belgian listed companies should follow the Corporate Governance Code, but may deviate from those of its provisions which are not otherwise contained in the Belgian Companies Code, provided they disclose the justification for any such deviation in the annual corporate governance statement included in the annual report.
The Board of Directors intends to comply with the Corporate Governance Code, except with respect to the following:
- the Articles of Association allow the Company to grant Shares, stock options and other securities vesting earlier than three years after their grant;
- certain members of the Management Committee are entitled in certain circumstances to severance pay higher than 18 months of remuneration;
- the group of directors appointed upon proposal of LSF9 Balta Holdco S.à r.l., will constitute the majority of the directors (5 out of 9) in the post-Offering Board of Directors;
The Company has adopted a corporate governance charter and will review this charter at regular intervals and adopt any changes deemed necessary and appropriate.