corporate Governance
detailed documentation on sound governance
corporate governance code
As a multimedia company, Roularta Media Group creates and distributes high-quality, independent, and relevant content for the general public as well as for specific target groups. It pairs this with advanced marketing and advertising platforms for its partners. Roularta Media Group aims to create sustainable added value for all its stakeholders and for society as a whole.
In this context, NV Roularta Media Group, as a Belgian publicly traded company, aligns itself with the principles set out in the Belgian Corporate Governance Code. The current best practices in sound corporate governance, which Roularta Media Group already applies today, have been expanded with the principles of the Belgian Corporate Governance Code and documented in the Corporate Governance Charter. This charter can be found in the appendix.
protocol for the prevention of market abuse
The protocol for the prevention of market abuse imposes on directors, members of the executive management, senior staff, and other employees or (external) collaborators who, by the nature of their position, come into contact with confidential information, the prohibition to directly or indirectly trade in financial instruments issued by Roularta Media Group based on insider information.
In light of the entry into force in early July 2016 of European Regulation No. 596/2014 on market abuse, the board of directors revised the existing protocol for the prevention of market abuse to align it with the harmonized European regulations on market abuse.
articles of association
This statutory framework, on which RMG is currently based and as published in the appendices to the Belgian Official Gazette, provides a complete overview of the provisions concerning, among other things, capital structure, corporate law regulations, and recent amendments.
remuneration
Below you will find the remuneration policy. For the current remuneration report for the 2024 financial year, we refer you to our annual report, which includes the most recent remuneration report.
committees
audit committee
The audit committee is composed of three board members, two of whom are independent directors. The members of the audit committee collectively possess expertise relevant to the activities of Roularta Media Group in accordance with Article 7:99 of the Belgian Companies and Associations Code. The chairman of the audit committee, Mr. Rik Vanpeteghem, has the necessary expertise regarding matters within the committee’s jurisdiction, demonstrated notably by his professional experience during his career at Deloitte Belgium.
In 2024, the audit committee met four times. During these meetings, the committee oversaw the integrity of the company’s financial information, closely monitored the activities of the external auditor, and, where necessary, made recommendations to the Board of Directors.
At the chairman’s invitation, the audit committee meetings were attended by the statutory auditor, the managing director, the chairman of the Board, and the chief financial officer. The statutory auditor was present at two of the audit committee meetings in 2024.
After each audit committee meeting, the chairman reports on the topics discussed to the Board of Directors.
Attendance at audit committee meetings in 2024:
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Rik Vanpeteghem: 4
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Koen Dejonckheere: 3
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Louis De Nolf: 2
appointments and remuneration committee
The board of directors has used the opportunity as provided in the Corporate Governance Code to establish a single, joint appointments and remuneration committee. The appointments and remuneration committee is composed of a majority of independent, non-executive directors.
Roularta Media Group deviates from principle 4.3 of the Corporate Governance Code, which prescribes that the appointments and remuneration committee should be composed of at least three directors. The board of directors is of the opinion that the role and powers of the appointments and remuneration committee can be adequately fulfilled by two directors. The board of directors has (in deviation of principle 4.4. of the Corporate Governance Code 2020) also decided not to appoint a chair for this committee, since the committee only meets twice a year and the role of the chair of such a committee does not add any value. The appointments and remuneration committee has the necessary expertise in the field of remuneration policy: see article 7:100 of the Companies and
Associations Code.
The CEO and the chairman of the board participate in the meetings of the appointments and remuneration committee in an advisory capacity (cf. article 7:100 of the Belgian Companies and Associations Code), except when the appointments and remuneration committee deliberates on the remuneration of the CEO. The HR director of the Group is also invited to attend the meetings of the appointments and remuneration committee.
The appointments and remuneration committee met twice during 2024. The main item on its agenda was: preparing the remuneration policy, drafting the remuneration report and reviewing the remuneration and bonus policy of the executive.
Attendance at appointments and remuneration committee meetings in 2024:
| Koen Dejonckheere | 2 |
| Rik Vanpeteghem | 2 |
Board of Directors
Composition:
The company has adopted a monistic structure and will maintain it following amendments to the articles of association to bring them fully in line with the Belgian Companies and Associations Code.
The Board of Directors consists of 10 members since the General Meeting held on May 20, 2024, composed as follows:
Seven directors represent the reference shareholder, in accordance with the statutory nomination rights under the articles of association:
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Mr. Rik De Nolf (2026), Executive Chairman of the Board of Directors
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Mr. Xavier Bouckaert, permanent representative of Koinon NV (2026)
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Mrs. Lieve Claeys (2026)
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Mrs. Coralie Claeys, permanent representative of NV Verana (2028)
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Mr. Francis De Nolf, permanent representative of NV Alauda (2027)
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Mr. William De Nolf, permanent representative of NV Cella (2027)
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Mr. Louis De Nolf, Non-executive Director (2028)
Independent Directors:
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Mr. Koen Dejonckheere, permanent representative of Invest at Value NV (2026)
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Mr. Rik Vanpeteghem (2026)
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Mrs. Pascale Sioen, permanent representative of P-Company BV (2026)
Role and Powers
The Board of Directors is the highest decision-making body within the company and is authorized to undertake all actions necessary or useful to achieve the company’s objectives, except for those actions reserved by law for the General Meeting.
The Board of Directors is responsible for managing the company. This means that the Board is accountable for establishing and realizing the company’s goals, determining the strategy, formulating company policies and the resulting performance development. The Board reports on this to the General Meeting. The responsibility for managing the company rests with the Board as a collegial body.