board_directors_role

Board of Directors

Role

Board of Directors role

 
The Board is vested with the power to perform all necessary or useful acts in order to attain the Company’s objectives, with the exception of acts specifically reserved by law or the Articles of Association to the shareholders’ meeting or other management bodies.
 
Specifically, the Board is responsible for:
 
  • defining the general policy orientations of the Company
  • taking decisions on the main strategic, financial and operational matters of the Company
  • supervising the executive management of the Company
  • taking all measures necessary to guarantee the quality, reliability, integrity and timely publication of the Company’s financial statements and other financial or non-financial information pertinent to the Company
  • monitoring and reviewing the effective operation of the Audit Committee and the Nomination and Remuneration Committee
  • adopting an internal control and risk management framework established by the executive management
  • monitoring the quality of the services provided by the external auditor(s) and the internal audit, taking into account the assessment made by the Audit Committee
  • approving the remuneration report; and
  • all other issues conferred to the Board by the Belgian Companies Code.
Within certain limits, the Board is entitled to delegate part of its powers to the members of the Executive Management.  Moreover, it has delegated the day-to-day management of Viohalco to the Managing Director (CEO).  Viohalco has not chosen to establish a Management Committee (Executive Committee) as defined by Belgian law.