Functioning

The Board elects a president among its members (the President). The President is responsible for the leadership of the Board and promotes effective interaction between the Board and the executive management. The President sets the agenda of the Board meetings after consultation with the two CEOs.

The President is responsible for ensuring that all members of the Board receive accurate, timely and clear information.

The Board appoints a secretary to advise the Board on all governance matters (the Corporate Governance Secretary).

The Board shall meet as frequently as the interests of the company require and in any case at least three times a year. The meetings of the Board can also be held by teleconference, videoconference, or by any other means of communication that allow the participants to hear each other continuously and to actively participate in these meetings. Participation to meeting through the above-mentioned means of communication is considered as a physical presence to such meeting.

Where duly justified by an emergency and by the corporate interest of the Company, decisions may be adopted, without a meeting, by the written unanimous consent of the members of the Board. However, this procedure may not be used for the approval of the annual accounts.

The majority of the meetings of the Board in any year shall take place in Belgium.

The Board can only validly deliberate provided at least the majority of its members is present or represented. The decisions of the Board are validly adopted by the majority of its members present or represented at the meeting.

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