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Bylaws & Charters

Corporate Governance Charter

Proximus' governance model is strongly influenced by the company’s specific legal status. As a limited liability company under public law, Proximus is first and foremost governed by the law of 21 March 1991 reforming certain public economic enterprises ("the 1991 Law"). For matters not explicitly regulated by the 1991 Law, Proximus is governed by the Belgian Commercial Companies Code.

The main characteristics of Proximus’ governance model are:

This means that Proximus’ activities are carried out by its managers and employees under the leadership of the CEO (assisted by the Executive Committee) and the active supervision of the Board of Directors, with strategic support of this Board, all in the interest of promoting the company’s long-term value.

In this way, Proximus aims to meet, in a responsible manner, the expectations of other stakeholders and parties concerned, including employees, customers and suppliers, as well as the community and environment in which the company operates. In creating long-term value, Proximus must take into account ethical standards and apply a policy that limits operational risks.

Proximus subscribes to the principles of good governance and transparency, as defined by the “Belgian Code on Corporate Governance." The Corporate Governance Charter was approved by the Board of Directors on 15 December 2005 and is adapted regularly. Any important changes are explained during the General Shareholders Meeting.

Download the complete Corporate Governance Charter in the toolbox.

Board of Directors

Proximus’ business is conducted by its employees, managers and officers under the direction of the Chief Executive Officer, assisted by the Executive Committee, and under the strategic guidance and active oversight of the Board of Directors, with a view of enhancing the long-term value of the Company for its shareholders.

The Board of Directors recognizes that such long-term value (i) is advanced by responsibly addressing the concerns of other stakeholders and interested parties, including the employees, customers and suppliers, as well as the community and environment in which the Company operates and (ii) is to be created through compliance with ethical standards and pursuing safe risk-management policies.

The contents of the Charter of the Board of Directors:

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Audit and Compliance Committee

The Audit and Compliance Committee’s role is to assist and advise the Board of Directors in its oversight of:

Download the complete Charter of the Audit and Compliance Committee in the toolbox.

Transformation and Innovation Committee

The Transformation and Innovation Committee’s role is to assist and advise the Board of Directors on matter of diverse nature which will evolve overtime depending on the company’s needs and could deal with matters concerning e.g. technology, network, branding/marketing, transformation, HR skills, digitalisation…

Download the complete Charter of the Transformation and Innovation Committee Committee in the toolbox.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee’s role is to assist and advise the Board of Directors regarding:

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Articles of Association

Download the Articles of Association of the company under public law Proximus S.A. in PDF via the toolbox.

 

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Charters in PDF

Articles of association