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:

• A Board of Directors that defines Proximus’ general policy and strategy and monitors the company’s operational management;
• The creation by the Board of Directors of an Audit and Compliance Committee, a Nomination and Remuneration Committee and a Strategic and Transformation and Innovation Committee, all composed of Board members;
• A CEO who takes the primary responsibility for operational management, including, but not limited to, day-to-day management.

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.

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:

• Duties and responsibilities
• Composition
• Functioning
• Committees
• Director Compensation
• Director Communications
• Performance Evaluation

Audit and Compliance Committee

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

• the financial reporting process;
• efficiency of the systems for internal control and risk management of the company;
• the Company’s internal audit function and its efficiency;
• the quality, integrity and legal control of the statutory and the consolidated annual accounts and the financial and non-financial statements of the Company, including the follow up of questions and recommendations made by the auditors;
• the relationship with the Company’s auditors and the assessment and monitoring of the independence of the auditors;
• the Company’s compliance with legal and regulatory requirements; and
• compliance within the Company with the Company’s Code of Conduct and the Dealing Code.

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…

Nomination and Remuneration Committee

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

• Nomination of candidates for appointment to the Board of Directors and the Board Committees;
• Appointment of the Chief Executive Officer and appointment by the Chief Executive Officer of the members of the Management Committee and the Secretary General;
• Remuneration of the members of the Board of Directors and the Board Committees (legal duties and others);
• Remuneration of the Chief Executive Officer and members of the Executive Committee; the review on an annual basis of the remuneration philosophy and strategy of all personnel and specifically the compensation packages of top senior management; and
• The oversight ("toezicht" / "supervision") of the decisions of the Chief Executive Officer with respect to the appointment, the dismissal and the compensation of management, in order to allow the Board of Directors, when it chooses to do so, to exercise its overall supervising duties.

International Committee

The International Committee’s role is to assist and advise the Board of Directors on matters related to the international business development focussing on the integration of international affiliates and future acquisitions.