The daily management is in the hands of the Executive Committee.
All effective leaders of the company (i.e., persons responsible for daily management) are also members of the Board of Directors and the Executive Committee.
The Executive Committee is composed of three people:
- Jos Gielen
- Bart Dewulf
- Sofie Lins
The Executive Committee is presided over by Jos Gielen.
Board of Directors
- Stan Galanski, Chairperson
- Eddy Bruyninckx
- Michael Casella
- Kapimar Comm. V., represented by Jos Gielen
- Colin Sprott
ASCO´s statutory auditor isKPMG Bedrijfsrevisoren BCVA, Luchthaven Brussel Nationaal 1 K, 1930 Zaventem, represented by Kenneth Vermeire.
The Board of Directors has drawn up a Governance Memorandum, which contains the most important rules regarding Corporate Governance.
The Governance Memorandum entails, amongst others, the policy regarding composition and functioning of the Board of Directors and the outsourcing policy.
The most recent version of the Governance Memorandum was, after consideration with effective leaders, agreed by the Board of Directors on 3 May 2018.
Main Principles of our Conflicts of Interest Policy
We strive, as far as reasonably possible, to prevent conflicts of interest between ASCO and its directors.
For purposes of this policy, BDM NV is regarded as a related company.
If a director has a financial interest which conflicts, directly or indirectly, with a decision or a transaction for which the Board of Directors is competent, he must inform the other directors before the Board of Directors takes a decision. His declaration, as well as the justification grounds regarding this conflict of interest, are included in the meeting minutes of the Board of Directors. The involved director must equally inform the statutory auditor of such conflict of interest.
In view of publication in the annual report, the Board of Directors describes in the meeting minutes the type of decision or transaction and justifies the decision taken, as well as the financial consequences for the company. The annual report must integrate these meeting minutes.
This procedure does not apply to decisions or transactions for which the Board of Directors is competent and which relate to decisions or transactions between companies, when one company directly or indirectly holds at least 95 % of the voting rights within the other company, or when at least 95 % of the voting rights within each of these companies are held by a third company.
In addition, this procedure does not apply when decisions of the Board of Directors relate to usual transactions under common market conditions for such or similar transactions.
When an effective leader has a conflict of interests regarding a subject for which effective leaders are competent to decide, he will inform the other effective leader and the chairman of the Board of Directors prior to the decision.
An effective leader has a conflict of interests as aforementioned if and when he has a financial interest which conflicts with a decision or transaction of ASCO, except when this decision or transaction occurs under normal market conditions and securities for such or similar transactions.
The meeting minutes of the Board of Directors include the conflict of interest, as well as application of the aforementioned procedure.
External functions in a company to which ASCO is not closely related
If and when an effective leader or director holds an external function in a company to which ASCO is not closely related, ASCO may only offer services to this company under normal market conditions. In addition, the involved effective leader or director may not intervene, influence or take part in the decision-making process regarding such services in ASCO, nor in said company.