Operation

The Board of Directors met 9 times on the following dates in 2010: 25 January, 10 February, 12 February, 16 March, 1 June, 25 June, 11 August, 25 August and 9 December.
With regard to its supervision responsibilities, the following topics were discussed and assessed:

• The Board of Directors decide on the company’s strategy, its willingness to take risks, its values and major policy plan.
• The Board of Directors ensure that the necessary leadership and the necessary financial and human resources are available so that the Company is able to realise its goals.
• Upon determining the values and strategies in the major policy plan, the Board of Directors consider corporate social responsibility, gender diversity and diversity in general.
• The Board of Directors approves a framework of internal audit and risk management, drawn up by the executive management. This framework should be clear, define the meaning of ‘internal audit and ‘risk management’, and should assist the executive management in the implementation of internal audit and risk management systems. Additionally, it shall describe and publish the main characteristics of these internal audit and risk management systems in the Corporate Governance Statement.
• The Board of Directors assess the effectiveness of the Board of Directors’ committees.
• The Board of Directors are responsible for the quality and comprehensiveness of the financial information published. At the same time, the Board of Directors are responsible for the integrity and timely publication of the annual results and other important financial and non-financial information that is communicated to shareholders and potential shareholders.
• The Board of Directors select the auditor on the recommendation of the audit committee and supervise its achievements, and are responsible for the supervision of the internal auditor, taking into account the evaluation of the audit committee.
• The Board of Directors supervise the company’s obligations towards its shareholders, and considers the interests at stake of those involved in the company.
• The Board of Directors stimulate an effective dialogue with the shareholders and potential shareholders, on the basis of mutual understanding of goals and expectations.
• Following the recommendations of the nomination and remuneration committee, the Board of Directors approve the contracts that appoint the CEO and the other members of the executive management. The contracts refer to the criteria adopted when determining the variable remuneration. The contract includes specific stipulations regarding a premature termination of the contract.
• The Board of Directors elect the structure of the company’s executive management, stipulate its powers and obligations and supervise and evaluate the performance thereof.
• The Board of Directors is responsible for the corporate governance structure of the company and the compliance with the corporate governance stipulations. Additional Agenda Items:
• Duvel Moortgat’s financial data such as the summery tables, sales figures, monthly reports, budget follow-up and consolidated results;
• application of IFRS;
• follow-up of subsidiaries;
• matters of a strategic nature, new and current investments, the study and analysis of acquisition files;
• preparations for the General Meeting, draw-up of the annual reports and press releases;

The Board of Directors can deliberate validly only if at least half of their members are present or represented. Should this quorum not be achieved, a new Board meeting shall be convened with the same agenda, which meeting shall deliberate and pass resolution validly if at least two directors are present or represented. Resolutions made by the Board of Directors shall be passed by a majority of the votes. The Board may deliberate validly on items not specified on the agenda only with the agreement of all their members and subject to them being present in person.

At the end of 2010, the Board of Directors assessed its internal operation. The results of this analysis showed a general improvement compared to the previous assessment carried out three years ago.