Powers of the Board of Directors
The Board of Directors is the management body of Financière de
Tubize. The Board considers the one-tier governance structure
to be the most appropriate for the operation of the Company. It
assesses (at least every five years) whether the one-tier govern-
ance structure is the most appropriate.
It is competent to decide on all matters that the law or the articles
of association do not expressly entrust to the general sharehold-
ers meeting.
It is responsible for the general policy of the Company and
its implementation.
Within the context of its mission, the tasks of the Board of Dir-
ectors include but are not limited to:
– Defining the strategic objectives and implementing structures
enabling their achievement
– Convening and proposing the agendas for the ordinary and
extraordinary general shareholders meetings
– Proposing candidates for election as directors, including
independent directors, for approval by the general sharehold-
ers meeting
– Establishing the accounts and proposing the appropriation of
the result
– Approving investments
– Preparing and closing the financial statements
– Ensuring the timely publication of the financial statements
and other significant financial or non-financial information
communicated to the shareholders and to the general public
– Ensuring that all human, IT and financial resources are in place
to enable the Company to achieve its objectives
– Implementing a system of internal control and risk manage-
ment
– Assessing the performance of the general manager
– Supervising the work of the statutory auditor
– Establishing the Company’s communication policy and super-
vising all external communication channels
– Determining the governance structure of the company (and
reassessing it every five years)
– Adopting the remuneration policy and submitting it to the
general meeting
– Ensuring the proper implementation of the Company’s cor-
porate governance rules based on the principles of the Code.
The Board of Directors allocates adequate resources to exercise
its functions.
The Board is jointly responsible in respect of the Company for
the proper exercising of its powers.
The general shareholders meeting of 25 April 2018 authorised
the Board of Directors to acquire shares of the Company, under
the conditions laid down by law, for a period of five years as of
said general meeting. The par value of the shares purchased may
not exceed 20% of the subscribed capital. The acquisitions can
be made at a price between € 1 and € 200. Moreover, the general
shareholders meeting of 29 April 2022 authorised the Board of
Directors, for a period of three years as of the date of publication
of the amendment to the articles of association by the afore-
mentioned general meeting, to acquire shares of the Company
in order to avoid serious and imminent harm to the Company.
Significant agreements that might be impacted by
atakeover bid
The Company is party to a credit agreement with BNP Paribas
Fortis SA for an amount of € 200 million The general credit open-
ing conditions governing this agreement include a clause confer-
ring upon BNP Paribas Fortis SA the right to suspend or termin-
ate, with immediate effect and without formal notice, entirely
or partly, the credit facilities or one of its forms of utilisation,
for the utilised part as well as for the non-utilised part, all in the
event of the substantial modification of the Financière de Tubize
shareholding structure which might impact on the composition
of the governing bodies (as well as on the persons responsible for
the day-to-day management) or on the overall risk assessment
by the bank.
The Company is also party to a credit agreement with Belfius
Banque SA for an amount of € 150 million. The Credit Regulation
of June 2012, which applies to this agreement, includes a clause
which confers upon Belfius Bank SA the right to terminate or
suspend the credit facility, entirely or in part, without prior formal
notice or legal recourse, with immediate effect on the date of
dispatch of the letter giving notice of denunciation or suspension,
in the event of a change in the administration of Financière de
Tubize, or if one of the active or jointly liable members, or one of
the majority shareholders withdraws or dies.
Indemnities in case of a takeover bid
There are no agreements between the Company and its direc-
tors or officers that would, as a result of a takeover bid, trigger
indemnities to directors or officers resigning or being forced
to leave their positions without any valid reason. The Com-
pany has no staff.
Structure of the capital
The capital is represented by 44,512,598 ordinary shares. Each
share gives the same rights to dividends and entitlement to one
vote at the general shareholders meeting.
Restrictions on the transfer of shares
No specific restrictions apply on the transfer of shares other than
those imposed by law or those that might result from sharehold-
ers agreements.
Special control rights
There are no instruments with special control rights.
Control mechanism in a system of staff shareholdings
No staff shareholdings system is in place.
Restriction on the exercising of voting rights
There are no restrictions, other than those imposed by law, on
the exercising of voting rights.
To attend or be represented at the general meeting and exer-
cise their voting right, shareholders must have carried out the
accounting registration of their shares no later than midnight,
Belgian time, on the fourteenth day before the general meet-
ing (i.e. for the ordinary general meeting to be held on Friday,
28 April 2023, by Friday, 14 April 2023, the “Registration Date”),
either by registering them in the Company’s register of nomin-
ative shares or by registering them in the accounts of a licensed
account holder or a settlement institution, irrespective of the
number of shares held on the day of the meeting.
Shareholders must also inform the Company of their wish to
attend the general meeting. Holders of nominative shares should
send the Company the signed original of the attendance notice.
This form is appended to the convening notice. Holders of dema-
terialised shares should send the Company a certificate, issued by
the licensed account holder or by the settlement institution, cer-
tifying the number of shares that are registered in the accounts
of the account holder or settlement institution in the name of the
shareholder on the Registration Date and for which the share-
holder has declared that they wish to participate in the general
meeting. The attendance notice or the certificate should reach
the Company, at its registered office, no later than six days before
the date of the general meeting (i.e., for the 2023 ordinary general
meeting, Saturday, 22 April 2023).
Agreements between shareholders
The shareholders identified above act in concert. The applicable
terms are laid down in a shareholders agreement. The key ele-
ments of this agreement can be summarised as follows:
– The objective of the concert is to ensure, through Financière de
Tubize, the stability of the shareholding structure of UCB with
a view to the long-term industrial development of the latter.
With this in mind, it aims to maintain the predominance of
the family shareholding structure of Financière de Tubize.
– The parties to the concert consult with each other about the
decisions to be taken at the general meeting of Financière
de Tubize and try, as far as is possible, to reach a consensus.
They ensure that they are properly represented on the Board
of Directors of Financière de Tubize. Within this Board and
through their representatives on the UCB Board of Directors,
they consult with each other about the significant strategic
decisions concerning UCB and try, as far as is possible, to reach
a consensus.
– The parties inform each other prior to any project of significant
acquisition or sale of shares of Financière de Tubize; pre-emp-
tion rights and tag along are also in place within the family.
Rules applicable to the appointment and replacement
of members of the Board of Directors
The Board of Directors submits to the general shareholders
meeting the appointments or renewals of directorships that it
proposes. The shareholders may also propose candidates.
Appointment proposals shall specify the proposed term of the
mandate and indicate any useful information regarding the pro-
fessional qualifications of the candidate, as well as a list of pos-
itions that the proposed director already exercises.
The general shareholders meeting decides on the proposals by a
majority of the votes cast.
Directors are appointed by the general shareholders meeting for a
term of four years. They are eligible for re-election. The expiring
mandates come to an end after the ordinary general shareholders
meeting at which they have not been renewed.
In the event of a vacancy on the Board, the directors may fill
the vacancy temporarily. The shareholders will hold a definitive
election at the next general shareholders meeting.
An age limit has been set at the date of the ordinary general
meeting following the seventy-fifth birthday of a member. The
person concerned resigns from his/her mandate at this time.
Rules applicable to the modification of the articles of
association
The articles of association may only be amended by the general
shareholders meeting.
The general meeting can only deliberate on amendments of the
articles of association if the purpose of the proposed amendments
is expressly mentioned in the convening notice and if those who
attend the meeting represent at least half of the capital. If the lat-
ter condition is not met, a further meeting can validly deliberate
irrespective of the portion of capital represented.
An amendment requires a 3/4th majority of the votes, except in
those cases where the law requires stricter majority rules.
REPORT FROM THE BOARD OFDIRECTORSFINANCIÈRE DE TUBIZE - ANNUAL REPORT 2022
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