EXMAR : Corporate Governance Statement 2021

4 CORPORATE GOVERNANCE

STATEMENT

4.1 CORPORATE GOVERNANCE STATEMENT 76

4.1 CORPORATE GOVERNANCE STATEMENT

Corporate Governance aims to define several rules and behaviours according to which companies are properly managed and controlled, with the objective to increase transparency. It's a system of checks and balances between the shareholders, the Board of Directors, the Chief Executive Officer and the Executive Committee.

GOVERNANCE MODEL

EXMAR NV ("EXMAR" or "the Company") adopted the Belgian Corporate Governance Code 2020 ("Code 2020") as a reference code.

The Code 2020 is structured under 10 principles:

1. The Company shall make an explicit choice regarding its governance structure and clearly communicate it;
2. The Board and the Executive Management shall remain within their respective remits and interact constructively;
3. The Company shall have an effective and balanced Board;
4. Specialized Committees shall assist the Board in the execution of its responsibilities;
5. The Company shall have a transparent procedure for the appointment of board members;
6. All Board members shall demonstrate independence of mind and shall always act in the best interests of the Company;
7. The Company shall remunerate Board members and executives fairly and responsibly;
8. The Company shall treat all shareholders equally and respect their rights;
9. The Company shall have a rigorous and transparent procedure for evaluating its governance regime;
10. The Company shall publicly report on the application of the code.

EXMAR's Corporate Governance Charter was approved by the Board of Directors on 3 December 2020.

The Charter is a summary of the rules and principles around which EXMAR's corporate governance policy is organised, and is based on the provisions of the coordinated articles of association, the Belgian Code of Companies and Associations as adopted by Royal Decree of 12 May 2019 ("BCCA"), and the Code 2020.

The Charter was revised by the Board of Directors in 2020 in order to designate the Code as reference code within the meaning of Article 3:6, §2, 1° of the BCCA.

Before adopting the Charter, the Board of Directors reflected thoroughly on its governance structure, sustainable value creation and focus on long term. EXMAR is aware of the importance of sound gov- ernance, and is convinced that compliance with the highest standards of corporate governance is fundamental to long term growth and is important for all stakeholders of the Company. EXMAR is an institutional member of Guberna, a knowledge centre promoting corporate governance in all its forms offering a platform for the exchange of experiences, knowledge and best practices.

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The key features of the governance model of EXMAR are:

• A Board of Directors, which defines EXMAR's general policy and strategy and supervises the operational management;
• An Audit and Risk Committee, a Nomination and Remuneration Committee and an Executive Committee created by the Board of Directors;
• A Chief Executive Officer (CEO) who takes primary responsibility for daily management.

EXMAR aims to comply with most provisions of the Code 2020, but the Board of Directors is of the opinion that deviation from provisions may be justified in the light of the Company's specific situation. If ap- plicable, an explanation is provided in the Corporate Governance Statement (the "Statement") about such deviations during the past financial year in accordance with the "comply or explain" principle.

EXMAR deviates from provisions 7.6 and 7.9 of the Code 2020. These deviations are described and explained in the remuneration report.

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement describes the measures taken by EXMAR to ensure compliance with laws and regulations. To reduce the risks of infringements and the adverse consequences for EXMAR and all the stakeholders a compliance program was implemented.

The Charter should be read together with the coordinated articles of association of the Company, the annual financial report (including the Statement) and any other information made available by EXMAR. The elements listed in Article 34 of the Belgian Royal Decree of 14 November 2007 and Article 14 of the Law of 2 May 2007 are disclosed in this Statement and in the report of the Board of Directors to the shareholders and should consequently be read in conjunction.

The Charter and Statement of EXMAR can be consulted on the website: http://exmar.be/en/investors/corporate-governance.

BOARD OF DIRECTORS

One-tier structure

Composition

The extraordinary general meeting of 11 ­September 2020 approved the articles of association of the Company revised in order to comply with the BCCA. A one-tier governance structure was adopted. At least once every five years, the Board of Directors evaluates whether the chosen governance structure is still appropriate, and if not, proposes a new governance structure to the General Meeting.

Currently, the Board of Directors consists of 10 mem- bers, of a sufficient number of directors to ensure proper operation, taking into account the specificities of the Company.

Functions and terms of office of the directors on the Board as per 31 December 2021:

Name - Function	Beginning of mandate	End of mandate
FMO BV represented by Francis MOTTRIE *	11 September 2020	General Meeting
•	Executive director		2022
• Chief Executive Officer (CEO)
*Appointed at AGM of 18 May 2021 as executive director in replacement of / in continuation of the mandate
of Mr. Francis Mottrie
Nicolas SAVERYS	20 June 2003	General Meeting
•	Executive chairman		2024
•	Executive director
Michel DELBAERE	17 May 2016	General Meeting
•	Independent director		2022
• Chairman Nomination- and Remuneration Committee
* As from 9 September 2021
JALCOS NV represented by Ludwig CRIEL*	16 May 2017	1 July 2021
• Non-executive director
• Chairman Nomination- and Remuneration Committee
• Chairman Audit and Risk Committee
*Appointed at AGM of 16 May 2017 as non-executive director in replacement of / in continuation of the mandate
of Mr. Ludwig Criel (who was appointed as a director on 20 June 2003)
Ariane SAVERYS	15 May 2012	18 May 2021
• Non-executive director
Pauline SAVERYS	15 May 2012	18 May 2021
• Non-executive director
Baron Philippe VLERICK	20 June 2003	General Meeting
•	Non-executive director		2023
• Member Audit and Risk Committee
Barbara SAVERYS	19 May 2015	27 July 2021
• Non-executive director
Isabelle VLEURINCK	21 May 2019	General Meeting
•	Independent director		2022

• Member Nomination- and Remuneration Committee
• Member Audit and Risk Committee

Wouter DE GEEST	19 May 2020	General Meeting
•	Independent director		2022
•	Member Audit and Risk Committee

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Name - Function	Beginning of mandate	End of mandate
Carl-Antoine SAVERYS	18 May 2021	General Meeting
• Executive director (replacing Ariane Saverys)		2024
Stephanie SAVERYS	18 May 2021	General Meeting
• Non-executive director (replacing Pauline Saverys)		2024
ACACIA I BV represented by Els VERBRAECKEN	9 September 2021	General Meeting
• Independent director	by co-optation	2022

• Member Audit and Risk Committee
• Member Nomination- and Remuneration Committee

Maryam AYATI	9 September 2021	General Meeting
• Independent director	by co-optation	2022

Powers and responsibilities

The Board of Directors is the highest decision-making body of the Company. The powers and the operation of the Board are described extensively in the Charter.

The Board is authorised to perform all acts that are necessary or useful for the realisation of the object of the Company, with the exception of those that are reserved for the General Meeting by the BCCA or the coordinated articles of association.

The Board of Directors strives for the long-term success of the Company, providing the necessary leadership and ensuring that risks can be identified and managed. The Board of Directors is responsible for the overall strategy and values of EXMAR, based on social, economic and environmental respon- sibility, gender diversity and diversity in general.

Activities

During 2021, the Board held five meetings, all of which were held under the chairmanship of Mr. Nicolas Saverys. All directors were present or represented at the meetings. The Board further decided at three occasions by written resolutions dealing with specific matters.

In addition to exercising the powers provided by law, the articles of association and the Corporate Governance Charter, the Board of Directors deals with reviewing and deciding on the long-term strat- egy, key policies and structure of the Company and disclosing the accounts and financial statements of the Group.

COMMITTEES

Audit and Risk Committee

COMPOSITION

JALCOS NV represented by Ludwig CRIEL

• Non-executivedirector
• Chairman Audit and Risk Committee *

*Until 1 July 2021

Baron Philippe VLERICK

• Non-executivedirector
• Chairman Audit and Risk Committee *

*As from 9 September 2021

Isabelle VLEURINCK

• Independent director

Wouter DE GEEST

• Independent director

ACACIA I BV represented by Els VERBRAECKEN *

• Independent director

*As from 9 September 2021

The Code 2020 provides that the Board of Directors establishes an Audit Committee in accordance with the BCCA. Given its role in risk matters, this Committee may also be referred to as the "Audit and risk Committee". The Board of Directors decided in 2020 to merge the existing Audit Committee and Risk Committee into one Audit and Risk Committee.

Following the resignation of JALCOS NV as of 1 July 2021, Philippe Vlerick was nominated as chairman of the Committee at the meeting of 9 September 2021 and ACACIA I BV represented by Els Verbraecken was appointed by the Board as member of the Committee as from 9 September 2021.

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