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Unternehmensführung



Shareholders’ Rights

In accordance to the Belgian Corporate Governance Code 2009 and article 7, § 2, 1° and 2° of the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market, the shareholders are granted the following rights with regard to RESILUX NV’s shareholders’ meetings:

  • Right to participate in shareholders’ meetings
    The right to participate in a shareholders’ meeting, in person or by appointing a proxy holder and to cast votes therein is granted by virtue of:
    • the registration of the shareholder’s shares on the 14th calendar day prior to the shareholders’ meeting (24h – Belgian time);
    • the confirmation, at the latest on the 6th calendar day prior to the shareholders’ meeting, to RESILUX NV that the shareholder wishes to participate to the shareholders’ meeting.
  • Right to request that a shareholders’ meeting is convened
    A special or extraordinary general meeting of shareholders must be convened every time it is requested for by shareholders who jointly represent one/fifth of the share capital.

  • Right to add items to the agenda and to file proposals for decision
    Shareholder(s) who, solely or jointly, hold at least 3 % of the share capital of RESILUX NV has/have the right to add items to the agenda of the shareholders’ meeting and to file proposals for decision concerning items put or to be put on the agenda of the shareholders’ meeting.
    Written requests accompanied with the text of the items to be added to the agenda of the shareholders’ meeting and the accompanying proposals for decision, or with the text of the proposals for decision concerning items put on the agenda of the shareholders’ meeting must reach RESILUX NV at the latest on the 22nd day prior to the shareholders’ meeting.

  • Right to ask questions
    The instant the convocation of a shareholders’ meeting is published, shareholders have the right to ask questions in writing by letter or by electronic means to the members of the board of directors or the auditor. Such questions must reach RESILUX NV at the latest on the 6th day prior to the shareholders’ meeting.
    Shareholders also have the right to ask oral questions to the members of the board of directors or the auditor during the shareholders’ meeting.

    • The Board of Directors

      RESILUX NV is a company that has been incorporated in 1992 by the Family De Cuyper.
      The RESILUX Board of Directors has seven members:

      • Alex De Cuyper, Chairman and non-executive director
      • Dirk De Cuyper, Managing Director
      • Peter De Cuyper, Managing Director
      • FVDH Beheer BVBA, represented by Francis Vanderhoydonck, non-executive director
      • Guido Vanherpe BVBA, represented by Guido Vanherpe, non-executive and independent director
      • Intal BVBA, represented by Johan Vanovenberghe, non-executive and independent director
      • Mitiska NV, represented by Arlini NV, represented by Luc Geuten, non-executive and independent director

      Alex De Cuyper

      In 1961, Alex De Cuyper established Thovadec Plastics NV, an injection moulding company. He was director of this company until 1988. From 1974 to 1994 he was a judge in commercial cases at Ghent Commercial Court. Alex De Cuyper chairs the Board of Directors of RESILUX and is also director in various other companies.

      Dirk De Cuyper

      Dirk De Cuyper obtained marketing, distribution and technical qualifications and worked for (amongst others) Netstal Maschinen AG, a producer of industrial machinery including machines for making PET preforms, as subcontractor in sales and services for the PET department. Since the establishment of RESILUX he is Managing Director responsible for the daily management of the company and together with Peter De Cuyper he is the main representative of the executive management.

      Peter De Cuyper

      Peter De Cuyper obtained a Master of Law and Economic Law. After having worked as an in house lawyer for an insurance company in 1992, he became Financial Director at RESILUX on January 1st, 1993 and held this position until October 2002. He is Managing Director responsible for the daily management of the company and together with Dirk De Cuyper he is the main representative of the executive management.

      Francis Vanderhoydonck

      Francis Vanderhoydonck, permanent representative of FVDH Beheer BVBA, has a Master of Law and Economic Sciences and obtained an MBA from New York University. From 1986 to 1998, he worked at Generale Bank, where he held a number of positions in the investment banking department. From 1995 to 1998, he was responsible for this department. Today, he works at Maple Finance Group, which is specialized in the management of private equity investment funds and corporate finance. He is also director in various other companies. In 1999 he joined the board of directors of RESILUX as independent director. In 2011, he lost his status as independent director because of the length of his mandate.

      Guido Vanherpe

      Guido Vanherpe, permanent representative of Guido Vanherpe BVBA, has a Master degree of Economic Sciences and a Master of Business Administration. He started his career at Proctor & Gamble Belgium. After having worked from 1989 to 1993 at Unilever Belgium (Sales & Marketing Manager Chilled Foods Division), he joined La Lorraine Bakery Group (Sales & Marketing Manager). As of 1995, he is CEO of La Lorraine Bakery Group. Guido Vanherpe is also CEO of Vanobake Baking & Milling Group (holding company). He is also a member of the management board of A.I.B.I. (international federation of industrial bakeries), the FGBB (Belgian federation of industrial bakeries))and FEVIA (Belgian Federation of Food Industry), and he also holds a directorship at Ter Beke NV. In 2007, Guido Vanherpe joined the Board of Directors of RESILUX as independent director.

      Johan Vanovenberghe

      Johan Vanovenberghe, permanent representative of Intal BVBA, has a Master degree in taxation and in accountancy. He started his career in 1987 at Grant Thornton, Audit, Accountancy & Tax, where he was partner as from 1995 until 2006. In 2006 he became CFO of Univeg Group. Currently Mr. Johan Vanovenbergh is working as CFO at Deprez Holding. He holds a directorship at Greenyard NV, acts as advisor to the board of directors of several companies and occasionally performs active assignments. On February 5, 2018 Johan Vanovenberghe joined the Board of Directors of RESILUX by co-optation as independent director and was definitively appointed on March 20, 2018 by the extraordinary general shareholders’ meeting.

      Luc Geuten

      Luc Geuten, permanent representative of Arlini NV, representative of Mitiska NV, Civil Engineer (UCL) and an MBA (Harvard Business School). He started his career as a consultant at Mckinsey & Company. Currently Mr. Luc Geuten is working as executive chairman of the board of directors of Mitiska REIM and Mitiska NV. He holds different board functions at (among others) FRI I&II (real estate funds) and in several subsidiaries of Mitiska. On March 20, 2018 Luc Geuten joined the Board of Directors of RESILUX by appointment as independent director by the extraordinary general shareholders’ meeting.

      Chris Van Doorslaer

      Unfortunately, Chris Van Doorslaer, who joined the Board of Directors of RESILUX on 20 May 2011 as independent director, suddenly passed on 16 December 2017. The President and members of the board of directors of Resilux NV will always remember and honour Chris Van Doorslaer for the professional, committed, value driven and loyal way he carried out his mandate of director of Resilux NV, what made him to a truly respected and valuable director.

      Directors Alex De Cuyper, Dirk De Cuyper and Peter De Cuyper represent the major shareholder of RESILUX NV, the Dutch foundation Tridec, which currently holds 45.48% of the shares. Tridec has the statutory right to nominate four directors as long as it holds at least 35% of the shares of RESILUX NV.

      For further information regarding the Board of Directors of RESILUX NV, please see:

      The Committees set up by the Board of Directors

      Three committees have been set up by the Board of Directors of RESILUX NV: an Audit Committee, a Remuneration and Nomination Committee and an Executive Committee.

      The Audit Committee

      The Audit Committee was set up in 2005 within the Board of Directors of RESILUX NV. It has four members:

      • FVDH Beheer BVBA, represented by Francis Vanderhoydonck, non-executive director
      • Guido Vanherpe BVBA represented by Guido Vanherpe, non-executive and independent director
      • Intal BVBA, represented by Johan Vanovenberghe, non-executive and independent director
      • Mitiska NV, represented by Arlini NV, represented by Luc Geuten, non-executive and independent director

      For further information regarding the Audit Committee of RESILUX NV, please see:

      The Remuneration and Nomination Committee

      The Remuneration and Nomination Committee was set up in 2005 within the Board of Directors of RESILUX NV. It has five members:

      • Alex De Cuyper, non-executive director
      • FVDH Beheer BVBA, represented by Francis Vanderhoydonck, non-executive director
      • Guido Vanherpe BVBA, represented by Guido Vanherpe, non-executive and independent director
      • Intal BVBA, represented by Johan Vanovenberghe, non-executive and independent director
      • Mitiska NV, represented by Arlini NV, represented by Luc Geuten, non-executive and independent director

      For further information regarding the Remuneration and Nomination Committee of RESILUX NV, please see:

      The Executive Committee

      The Executive Committee has been set up by the Board of Directors of RESILUX NV to implement its decisions and to manage the company, the latter without prejudice to the Managing Directors' competence in the field of daily management.
      As from 24 May 2017 the Executive Committee of RESILUX NV has eight members:

      • Dirk De Cuyper, Managing Director
      • Peter De Cuyper, Managing Director
      • Philippe Blonda, Director of Marketing and Sales
      • William Dierickx, Technical Director
      • Ivan Dierickx, Production Director
      • Annelies Goos, Legal Counsel Resilux Group
      • Peter Mommerency, Group Finance Manager
      • Herman Verley, Group ICT Manager

      Philippe Blonda

      Philippe Blonda is Industrial Engineer, who supplemented his studies with a master in Business Economics (KUL) and an MBA (University of Limburg). As from 1991, Philippe Blonda acquired expertise in the PET packaging industry through the performance on European level of technical commercial positions in his capacity of Sales Manager, Marketing Manager, Director New Product Development at Johnson Controls Plastics and Schmalbach Lubeca. From 2005 until 2008, he was General Manager of Retal France (former Sodripack NV). Philippe Blonda joined RESILUX on January 1, 2009 where he took up a position as the Resilux GROUP’s Marketing and Sales Director on June 1st, 2010.

      William Dierickx and Ivan Dierickx

      William and Ivan Dierickx are technicians with many years of extensive experience in injection moulding production. From 1978 to 1990, they worked for Thovadec Plastics NV, an injection moulding company owned by the Family De Cuyper. After having worked for Plastimat NV, a PET company, they started up the operational activities at RESILUX. Now William and Ivan Dierickx are responsible for all technical and production related matters at RESILUX.

      Annelies Goos

      Annelies Goos obtained a Master in Law (FUNDP Namur, KUL Leuven, University of Heidelberg), with a special Master in Tax Law (KUL). From August 1997 until October 2003, she worked for KPMG and Deloitte as a tax consultant in an international environment. In October 2003, she joined the RESILUX GROUP where she strengthens the legal department as Legal Counsel. She also carries out duties as Company Secretary and Compliance Officer. From time to time Annelies Goos is also deployed as member of specific work teams in relation to short term or long term strategic projects of the company.

      Peter Mommerency

      Peter Mommerency obtained a Master in Applied Economic Sciences, with a special Master in Accountancy. He started his career in 1988 at the audit department of PriceWaterhouseCoopers. From 1992 until 2003, he worked as Financial Controller in Belgium and Scandinavia for the pharmaceutical group Nycomed. In 2004 he joined RESILUX where he works as the RESILUX GROUP's Finance Manager.

      Herman Verley

      Herman Verley studied Electronics and built up expertise in the field of Informatics along his career. In 1986, he began his career at Belcomp NV as Technical and Product Manager. After five years Herman Verley joined Tritech NV, an important distributor of hard- and software in the BeNeLux, where he held the position of Product Manager. Since 1994, he is working for RESILUX where he is responsible for all ICT-matters within RESILUX GROUP.

      For further information regarding the Executive Committee of RESILUX NV, please see:

      The Auditor

      On May 17, 2013 Burg. CVBA Ernst & Young Bedrijfsrevisoren, Moutstraat 54, 9000 Gent, represented by Mr Paul Eelen, has been appointed Auditor of RESILUX NV.
      This mandate ends on the Ordinary General Meeting of Shareholders of 2019.

      The Articles of Association, the Corporate Governance Charter and other public information regarding Corporate Governance

      This section includes:

      • The Articles of Association of RESILUX NV (most recent coordination)
      • The Corporate Governance Charter of RESILUX NV (most recent version)
      • All other public information regarding Corporate Governance

      For the Articles of Association of RESILUX NV, please see the attached PDF-file:

      NL PDF Articles of Association
      Coordination dated June 28, 2017
      EN PDF Articles of Association
      Coordination dated June 28, 2017 (free translation)

      In execution of the Belgian Corporate Governance Code, the Board of Directors of RESILUX NV drafted and approved a Corporate Governance Charter.

      For the Corporate Governance Charter of RESILUX NV, please see the attached PDF-file:

      NL PDF Corporate Governance Charter
      Version dated November 24, 2015
      EN PDF Corporate Governance Charter
      Version dated November 24, 2015
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