Schréder - Sustainability Report 2022

Company information

1. Corporate governance Schréder is a Belgian Group, headquartered in Brussels under its unlisted parent company, Schréder SA. The Group’s governance structure aims to ensure an appropriate management and control framework as well as efficient, ethical and sustainable business operations. Transparency and ethics are essential values of our governance, and key elements in building and maintaining relationships of trust with all our stakeholders. The company has opted for a one-tier governance structure, as provided for in the Company’s Articles of Association. Schréder’s governance structure consists of a General Assembly, a Board of Directors, a Managing Director (a CEO who has been delegated the day-to-day management of the company by the Board), and several control mechanisms as detailed below. The system and procedures apply to all Schréder employees (including temporary employees), contractors and visitors who may be exposed to risks at our production sites.

Board of Directors In exercising its legal responsibilities and duties, the Board of Directors oversees the development of the Group’s strategy with a long-term vision, including a focus on global efficiency and sustainability. In addition to the day-to-day management of the business, the Board is committed to long-term strategic thinking and to driving and ensuring regular reporting on the implementation of the sustainability strategy. Board members are committed to: Work together to share an aligned vision between the shareholders and the management; Prepare and debate without compromising honesty; welcome exchanges and seek to reinforce corporates values; Be available and engaged to understand, embrace and evaluate projects, challenges, and solutions in collaboration with the management and the Board Committees.

Board members are selected, amongst other criteria, for their qualifications and management experience, their complementarity in contributing to the common good, their independence of mind, their ethics and their compatibility with the values of the company. The Board also takes into account the availability and commitment of each Director, as well as his or her ability to speak openly. Board members are elected by the General Meeting of shareholders for a three-year term. They include at least one independent member who has no links with management or shareholders. Particular attention is paid to gender and cultural diversity among Board members in order to increase complementarity and enrich exchanges. Board members meet at least four times a year and the Board’s effectiveness is evaluated annually. The Board’s Rules of Procedure also provide for conflict of interest procedures whereby the member concerned discloses his/her conflict of interest to the Chairman of the Board and abstains from voting on the conflicting matters, with the decision or vote being subject to a majority of the votes of the remaining members of the Board. These decisions on conflicts of interest are recorded in the minutes of the meeting, as required by law.