CORPORATE GOVERNANCE

Corporate Governance Charter

Although as an enterprise the Vandemoortele Group is not quoted on the stock exchange, the company does implement to the Corporate Governance Code of 9 December 2004 (the so-called Lippens code). For, Vandemoortele considers 'Corporate Governance' to be essential to ensure the continued existence and the generation of value in the long term.

The Vandemoortele Group is administered by the holding Vandemoortele NV (Ghent). The decisions by the Board of Directors of the Vandemoortele NV holding are taken as a 'college', with the Board reporting to the shareholders.

Board of Directors

The Board of Directors lays down the overall policy of the Vandemoortele Group, supervises day-to-day management through quarterly reports and appoints the 'President' of the Group Executive Committee (GEC). For some of its duties, the Board of Directors seeks assistance from the Audit Committee and the Compensation & Nomination Committee. The Board of Directors assigns operational management to the GEC and delegates power to the GEC in pursuance of article 524b of the Companies Code. In its ranks, the Board of Directors has 7 members, 3 of whom represent the shareholders and 4 of whom are independent. The Board of Directors is chaired by Baron Karel Boone.

f.l.t.r.: Christian Vandemoortele, Philippe Haspeslagh, Luc Missorten, Karel Boone (Chairman), Philippe Vander Putten, François Casier, Marie-Christine de Briey

Group Executive Committee (GEC)

The Board of Directors has assigned the Group Executive Committee with the executive leadership and day-to-day management of the Group. The GEC consists of a Chairman, the Managing Directors of the two group divisions and the directors of the three group services: Finance & Administration, Human Resources and the General Secretariat. GEC members are directly responsible for their respective divisions or services and in addition share joint responsibility for the whole of Group activities. The GEC is chaired by Mr. Jean Vandemoortele.

In line with the Corporate Governance Code, GEC members do not have membership of the Board of Directors.

f.l.t.r.: Jan Van Hootegem, Eddy de Mûelenaere, Jean Vandemoortele (President), Dirk Durez, Dominique Eeman, Bernard Deryckere