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The Corporate Governance Charter and the Dealing Code - Rules on the prevention of market abuse

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 26, 2019
EN PDF Corporate Governance Charter
Version dated November 26, 2019

The Corporate Governance Charter of RESILUX NV includes a Dealing Code - Rules on the prevention of market abuse in accordance to the EU Market Abuse Regulation, the Belgian Act of August 2nd 2002 on the supervision of the financial sector and on financial services and the Belgian Corporate Governance Code.

For the Dealing Code - Rules on the prevention of market abuse of Resilux NV, please see the attached PDF-file:

NL PDF Verhandelingsdocument
Version dated November 26, 2019
EN PDF Dealing Code
Version dated November 26, 2019

Shareholders’ Rights

In accordance with 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

      The RESILUX Board of Directors has seven members:

      • FVDH Beheer BVBA, represented by Francis Vanderhoydonck, Chairman and non-executive director
      • Didec Management BV, represented by Dirk De Cuyper, Managing Director
      • Fodec Management BV, represented by Peter De Cuyper, Managing Director
      • Intal BVBA, represented by Johan Vanovenberghe, non-executive and independent director
      • Mitiska NV, represented by Luc Geuten, non-executive and independent director
      • Martine Snels, non-executive and independent director
      • Annelies Goos, non-executive director

      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. Since 1999 Francis Vanderhoydonck is a member of the Board of Directors of RESILUX. In 2019 he has been appointed as Chairman of the Board of Directors.

      Dirk De Cuyper

      Dirk De Cuyper, permanent representative of Didec Management BV, 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 of the company.

      Peter De Cuyper

      Peter De Cuyper, permanent representative of Fodec Management BV, 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 of the company.

      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 Vanovenberghe 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 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.

      Martine Snels

      Martine Snels obtained a Master degree Agricultural Engineering (KUL Leuven) and has over 25 years of experience in B2B food and beverage management, both in ingredients as in capital goods. Currently she is a member of the executive board of GEA Group Aktiengesellschaft, where she holds the position of Global Regions & Countries. Between 1996 and 2017 she held different management positions a.o. at Friesland Campina, Nutreco and Kemin Industries. Tine Snels does not hold any other board mandates. On May 17, 2019 Martine Snels joined the Board of Directors of RESILUX by appointment as independent director by the ordinary general shareholders’ meeting.

      Annelies Goos

      Annelies Goos holds a Master degree in Law (FUNDP Namur, KUL Leuven, University of Heidelberg) and obtained her postgraduate degree in supplementary fiscal studies (KUL Leuven). She started her career at KPMG and Deloitte as tax advisor in an international environment. During the period as from 2003 until 2018 she held different group management positions at Resilux NV, a.o. as Group Legal Counsel. Since 1 January 2019 Annelies Goos is employed by Belfima Invest NV and Tradidec NV, both controlled by the De Cuyper family. In her capacity as General Counsel she carries out assignments and tasks of legal, fiscal, administrative and project related nature on behalf of Belfima Invest NV and Tradidec NV. On May 17, 2019 Annelies Goos joined the Board of Directors of RESILUX by appointment as non-executive director by the ordinary general shareholders’ meeting.

      Directors Didec Management BV, represented by Dirk De Cuyper, and Fodec Management BV, represented by Peter De Cuyper, represent the major shareholder of RESILUX NV, the Dutch foundation Tridec, which currently holds 45.88% 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.

      As a token of appreciation for the many years of valuable contribution to RESILUX as Chairman of the Board of Directors, Alex De Cuyper has been granted Honorary Chairmanship of the company.

      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:

      • Intal BVBA, represented by Johan Vanovenberghe, non-executive and independent director
      • Mitiska NV, represented by Luc Geuten, non-executive and independent director
      • Martine Snels, non-executive independent director
      • Annelies Goos, non-executive 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 four members:

      • FVDH Beheer BVBA, represented by Francis Vanderhoydonck, non-executive director
      • Intal BVBA, represented by Johan Vanovenberghe, non-executive and independent director
      • Mitiska NV, represented by Luc Geuten, non-executive and independent director
      • Martine Snels, non-executive 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.

      As from 26 August 2019 the Executive Committee of RESILUX NV has four members:

      • Didec Management BV, represented by Dirk De Cuyper, Managing Director
      • Fodec Management BV, represented by Peter De Cuyper, Managing Director
      • Marcel van de Sande, Chief Operating Officer
      • Peter Mommerency, Group Finance Manager

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

      The Auditor

      On May 17, 2019 Burg. CVBA Ernst & Young Bedrijfsrevisoren, Pauline Van Pottelsberghelaan 12, 9051 Gent, represented by Mr Marnix Van Dooren, has been appointed Auditor of RESILUX NV. This mandate ends after the ordinary general shareholders’ meeting of 2022.

      The Articles of Association

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

      NL PDF Articles of Association
      Coordination dated November 29, 2019

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