The brunt of the responsibility for corporate governance lies of course with the Board of Directors. In 1995, the first independent executive director was appointed in the person of Ludwig Criel, a member of the Management Committee of shipping group CMB. In 2000, the Board was reinforced with two additional independent directors: Léon Seynave, a private investor, and Karel Van Miert, a former European Commissioner, who unfortunately passed away in 2009. Finally, 2003 saw the appointment to an independent directorship of Eric Verbeeck, managing director of Kairos NV.
The Board of Directors of De Persgroep now has three independent directors out of a total of six. The chair has been assigned to the longest-serving independent director, Ludwig Criel.
The Board of Directors of De Persgroep is responsible for the Group’s general strategy, approves the operating and investment budgets every year, supervises financial matters and decides on any acquisitions. The Board meets at least four times a year according to a fixed schedule, and any other time that the Group’s interests so require. Although the articles of association state that, in principle, the Board’s decisions are taken by majority vote, in practice they are arrived at by consensus.
Two special committees have been established within the Board: first, the Remuneration Committee, consisting of Ludwig Criel, Eric Verbeeck and Christian Van Thillo, which assesses the Group’s policy with regard to the remuneration of its senior and middle management and secondly, the Audit Committee, consisting of Emmanuel Van Thillo, Léon Seynave and Christophe Convent, which monitors the drawing up of the accounts and the internal and external audit procedure.
The operational management of De Persgroep is in the hands of the Group Committee, which is responsible for the execution of the group strategy and the monitoring of the various business units within the subsidiaries of De Persgroep. The Group Committee meets every month, and consists of ten people: the two executive directors and eight executives from the main subsidiaries.
In addition, de Persgroep Nederland has its own corporate governance, now that the company is subject to the so-called ‘structural regime’. Its Supervisory Board consists of five members: two are appointed upon the proposal of De Persgroep – Ludwig Criel and Ieko Sevinga, one upon the proposal of the Stichting Democratie en Media, Peter Dirks, and one upon the proposal of the Centrale Ondernemingsraad, Pamela Boumeester: these together appointed the chairman, Arie Verberk. The Board of Directors of De Persgroep Nederland has currently four members: Christian Van Thillo (Chairman), Piet Vroman (CFO), Frits Campagne, as Executive Editor, and Eric-Paul Dujkhuizen.
Responsibility for auditing the group’s companies has been entrusted to PriceWaterhouseCoopers. To ensure that the auditors are able to perform their task as effectively as possible, it is De Persgroep’s firm policy to assign audit responsibility to the same auditors in all fully consolidated group companies, both in Belgium and in the Netherlands.