1 Gree light for clear water Aual report 2011 Closer to our cliets
3 Closer to our cliets Aual report 2011
4 2 Aual report 2011
5 Cotet 12 Report of the board of directors o the fiacial year Aquafi i brief 8 Foreword 52 Socially resposible etrepeeurship 70 Aual acout 3
6 4 Aual report 2011 Aquafi i brief A STRONG PARTNER FOR THE FLEMISH REGION Aquafi was established by the Flemish Regio i 1990 for the purpose of expadig, operatig ad fiacig the sewage treatmet ifrastructure i Fladers. Aquafi collects household wastewater from the muicipal sewers i collector sewers ad trasports it to treatmet plats where it is treated i accordace with Europea ad Flemish stadards. The costs of the ifrastructure works carried out ad Aquafi s operatig costs are passed o to drikig-water cosumers through the water compaies. By doig this, the Flemish Regio is followig the polluter pays priciple that the Europea Uio supports. The differece is paid to the water compaies via a operatig premium from the MINA fud. Aquafi stads for good maagemet of the wastewater treatmet ifrastructure ad a strog drive to iovate. Methodologies of Aquafi uderlie area-wide plas that show clearly what ifrastructure is required i each muicipality ad whe that ifrastructure will be provided by the Flemish Regio or the muicipalities. Based o the expertise it has built up over the years, Aquafi has become a much sought after parter i research projects cocered with implemetig the Europea Water Framework Directive both i Belgium ad abroad. The kowledge that Aquafi gais i that way beefits both the Flemish Regio ad the muicipalities.
8 6 Aual report 2011 Ifrastructure maaged o behalf of the Flemish Regio For idustry i Fladers ad foreig parters At the ed of 2011 Aquafi was resposible for the operatio of 256 wastewater treatmet plats. To trasport the wastewater to the treatmet plas, Aquafi was operatig 4,914 km of supra-muicipal collectors for household wastewater ad 1,252 supra-muicipal pumpig statios. I 2011, 98.8% of the water-treatmet plats satisfied all of the emissio stadards required. That is the best result that ever achieved. PRODUCTS AND SERVICES BEYOND THE SCOPE OF THE AGREEMENT WITH THE FLEMISH REGION For Flemish muicipalities Aquafi offers its services for the expasio ad maagemet of the local muicipal system. A muicipality may choose to have a log-term partership by meas of a cocessio or award cotracts to Aquafi o a ad hoc basis. I additio, there is the possibility of the muicipalities joiig the joit vetures that Aquafi has with the water compaies AWW ad TMVW (rio-lik), VMW (RioAct ad Rio-P) ad Vivaqua. Aquafi s subsidiary, Aquaplus NV, aims to satisfy the eed of idustry i Belgium of complyig with the Europea directives. The compay s primary activities are cosultig, civil egieerig, ad desig ad operatig projects. Iteratioally, Aquaplus participates as a cosultat i ope iteratioal teder procedures. Usually, Aquaplus has a subcotractor role i those procedures. The focus is o the ew Member States of the Europe Uio, with cotracts for the Europea Commissio, atioal govermets, muicipalities ad public utilities at all stages of the watertreatmet cycle. Outside Europe, Aquaplus is primarily active i the Middle East ad i Chia. The compay is also developig activities i Idia through a joit veture called ASEWater Techologies.
9 KEY FIGURES Amouts i 000 euro Operatig icome 324, , , , ,391 Profit for appropriatio 10,339 6,289 6,531 7,084 9,585 Balace total 2,398,467 2,280,359 2,429,354 2,671,015 3,021,359 Net equity 166, , , , ,545 Short-term fiacig 204,800 82,994 30, ,600 82,006 Log-term fiacig 1,269,125 1,192,967 1,303,608 1,355,393 1,724,036 Aquafi employees VMM employees Total employees (umber) PROJECTS IN PORTFOLIO FOR THE FLEMISH REGION 31 December 2011 No. of projects Value (millio euro) Delivered 2,268 2, Awarded ad cotracted out I desig phase Total 3, ,75 Aquafi i brief 7
10 8 Aual report 2011
11 Foreword QUALITY TAILORED TO THE CUSTOMER Before the establishmet of Aquafi, barely 28% of the household wastewater i Fladers was beig treated. Twety years later the gap betwee Belgium ad the eighbourig coutries is clearly closig, ad the treatmet level is ow 80%. I muicipalities of greater tha 10,000 people equivalets, all of the treatmet plats are operatioal. All of the collector sewers have bee built as well. I muicipalities of betwee 2,000 ad 10,0000 people equivalets, there is still oe treatmet plat uder costructio ad 13 collector sewers i progress. Mid-2012, the Flemish Regio will be completely compliat with the Urba Waste Water Directive. O 31 December 2011, the ivestmet-project order portfolio for the Flemish Regio amouted to more tha 1.3 billio for 1,316 projects. Up util that date, Aquafi had delivered 2,268 ivestmet ad reovatio projects worth early 3 billio. Eve durig the Europea sovereig debt crisis, leders cotiued to have cofidece i Aquafi, that pre-fiaces the works for the Regio. However, there was some movemet of fiacig from bak loas to istitutioal ivestors. 9
12 10 Aual report 2011 With respect to the quality of the household wastewater treated, Fladers is already a leader i Europe. I additio, Aquafi's treatmet results for 2011 were the best ever. Good weather certaily played a part, but our precise process cotrol was the decisive factor. While workig to improve the quality of water courses, we are also aware of other evirometal aspects. We ivest i eergy-savigs ad re-use of raw materials wherever possible, though it ever takes priority over the quality of the effluet results. The Miister-Presidet ad the Miister of the Eviromet ecourage Aquafi to valorise its expertise with the muicipalities ad idustry i Fladers as well as abroad. Thaks to the custom work that we do for our cliets, we are the biggest player i the muicipal segmet. Our Aquaplus subsidiary took a ew step last year with the establishmet of ASEWater Techologies, a joit veture with a Idia parter. Iterally, we have goe further i our trasformatio from a supply-drive to a demad-drive compay, i order to serve our cliets better. We have rolled out process-orieted work further throughout the orgaisatio, while simultaeously we have give staff ad teams greater freedom of movemet to get thigs doe. A passio for techique, techology ad the eviromet is what bids the Aquafi employees. Together, we have bee resposible for the icrease i kowledge of all aspects of the water-treatmet cycle, which makes Aquafi uique i Europe. We are very well aware of the value of our employees for the compay ad we are coviced that we ca cout o them to achieve Aquafi's ambitios for the futures. Luc Bossys maagig director Marc va de Abeele chairma
13 Foreword 11
14 12 Aual report 2011
15 Report of the Board of Directors o the fiacial year 2011 i accordace with the relevat provisios of the Compaies Code Corporate Goverace Statemet 14 Report of the Board of Directors 23 Most importat developmets durig the fiacial year 24 Expasio of the water-treatmet ifrastructure for the Flemish Regio 28 Costructio activity per water basi i Maagemet of the water-treatmet ifrastructure for the Flemish Regio 36 Services beyod the scope of the agreemet with the Flemish Regio 41 Research ad product developmet 43 Major risk factors 45 The most importat developmets after the close of the fiacial year 47 Commets with regard to the balace sheet 48 Commetary o the profit-ad-loss statemet 50 Proposal to the Geeral Meetig 51 13
16 14 Aual report 2011 Corporate Goverace Statemet GENERAL Aquafi's first corporate goverace charter (Charter) was approved by the Board of Directors o 26 Jauary That charter was prepared i accordace with the provisios of the Belgia corporate goverace code of 9 December With the promulgatio of the ew versio of the code i March 2009 ad because of the issue of a debeture loa, it was ecessary to amed the Charter. The Board of Directors approved this Charter o 14 Jauary The most recet versio of this Charter is available for perusal o the website (www.aquafi.be).
17 BOARD OF DIRECTORS Compositio The Board of Directors has bee composed as show i the table below sice 3 August Name Type of madate / Idepedet / (No-) executive Ed of madate VOF Thedes, represeted by Marc va de Abeele Chairma, idepedet, o-executive 2014 Luc Bossys Maagig Director, executive 2014 Alai Berard No-executive 2014 Pol Cools No-executive 2014 Marijke Mahieu Idepedet, o-executive 2014 VOF Materie, represeted by Erik Matthijs Idepedet, o-executive 2014 Fracie Swiggers No-executive 2014 Jhoy Va Stee Idepedet, o-executive 2014 Ivo Va Vaerebergh No-executive 2014 Flemish Evirometal Holdig Compay NV No-executive 2014 (Vlaamse Milieuholdig NV), represeted by Matrix NV, represeted by R. Va Dierdock The Board of Directors is assisted by its secretary, Mr Alai Vade Bo. Report of the Board of Directors 15
18 16 Aual report 2011 Presetatio of the directors Marc va de Abeele Marc va de Abeele has a doctor's degree i Law from the Uiversity of Brussels. He became a professor of tax law ad he was the Director-Geeral of the High Diamod Coucil. He was a muicipal coucillor i Aartselaar as of 1976, a alderma from 1988 to 1993 ad as of 1993 the mayor. Betwee 1995 ad 2009, he was a member of parliamet. From 1999 to 2004, he was the chairma of the Fiace Committee ad from 2004 to 2009, chairma of the Committee for Public Works, Mobility ad Eergy of the Flemish parliamet. Sice 2004, he has bee a director of the Pesio Fud of the Flemish Parliamet ad, sice 2008, he has bee a director at CEGEKA NV. I additio, he is Chairma of the Atwerp World Trade Cetre. He became the Chairma of Aquafi i Luc Bossys Luc Bossys holds a degree i Civil Marie Egieerig from the Uiversity of Ghet. He was awarded a postgraduate diploma i Busiess Admiistratio by UFSIA Uiversity (Atwerp). He bega his professioal career with the Cockerill Yards Hoboke i He subsequetly worked for CMB (head of the ew Costructio divisio) ad Boelwerf (techical director). From 1993 to 1995 he was geeral maager ad director of Boelwerf Vlaadere. He the moved to Stork MEC, where he was appoited maagig director. From 1995 to 2011, he was also liquidator of all of the mid-sized shipyards i Fladers. I additio, he has also bee the director of Bamboss BVBA sice 1995 ad, sice 2003, a director of Etap NV. He was appoited maagig director of Aquafi NV i May Alai Berard Alai Berard studied Civil Egieerig ad Civil Egieerig Idustrial Policy at the Uiversity of Louvai. He started his career at T.V. Zeezad with the expasio of the outer port of Zeebrugge. Betwee 1982 ad 1985 he worked as a project maager for NV Dredgig Iteratioal. He the was appoited as geeral maager at NV Hydro Soil Services. I 1990, he retured to work for NV Dredgig Iteratioal, iitially as director of the Beelux divisio ad from 1995 to 2006 as director-geeral. From 1997 to 2006 he was also active as the Chief Operatig Officer of the D.E.M.E. Group (Dredgig Evirometal & Marie Egieerig). I 2006, he was appoited as the Chief Executive Officer of D.E.M.E. Group ad director of various subsidiary compaies i the D.E.M.E. Group: DEC, C-POWER, Scaldis, GEOSEA He has also bee chairma of the Belgia Dredgig Federatio sice I 2007 he was appoited as a director of Aquafi NV. Pol Cools Pol Cools graduated from the Uiversity of Ghet as a Civil Egieer-Architect ad Egieer i Evirometal Saitatio. He started his career i 1972 with the Belgia Roads Fud, ad i 1976 he was a attaché to the persoal office of the Miister of Public Works, Mr Defraige. I 1977 he set up his ow architect s practice, iitially as Bureau ir Pol Cools, ad from 1990 with the co-partership Arch & Teco NV, of which he was a director. He expaded the origial architectural office ito the Arch & Teco Group. That multidiscipliary study ad cosultig group comprises eight autoomous busiess uits that were established by Pol Cools betwee 1977 ad Its activities iclude: architecture, restoratio ad spatial plaig; stability studies, civil egieerig ad hydraulic egieerig; desig of geeral ifrastructure, road ad sewer ifrastructure projects; equipmet techiques; eergy performace calculatio ad certificate; safety co-ordiatio ad expertise, evirometal techologies; telecom etworks ad GIS projects; chage maagemet; facility maagemet; cosultig; project maagemet ad coordiatio. Pol Cools expaded his activities at a iteratioal level as of 2005, with the establishmet of the joit veture Ase Structure Desig Pvt Ltd i Cheai, Idia, of which he is a director. Sice 2006, he has also bee a member of the Board of Liquidators at Berlaymot NV He was appoited as a director of Aquafi NV i Marijke Mahieu Marijke Mahieu holds a Licetiate i Law from the Uiversity of Ghet. From 1975 to 1981 she worked as a lawyer i Ghet. Sice 1981, she has worked as a official for the City of Ghet. Util 1995 she worked i the legal departmet i various posts. She was later promoted to the positio of maager of the Techical Services Departmet. I 1999 she became the director-maager of the Eviromet ad Nature Developmet Departmet, ad i 2001 she became the actig director-geeral of the Ecoomics, Eviromet ad Public Health Departmet. Sice 2003 she has bee head of the departmet of Work ad Ecoomy ad a member of the maagemet team of the City of Ghet. O the basis of her fuctio, she is also a member of the Maagemet Committee of the Iovatio ad Icubatio Cetre NV of the Uiversity of Ghet, a member of the Maagemet Committee ad a director of the NV De Put Get, a member of the Board of Directors of VZW Startput Get, chairma of the Board of Directors of VZW Labeur Get ad a member of the board of directors of Max Mobiel Get. She was appoited as a director of Aquafi NV i 2007.
19 Erik Matthijs Erik Matthijs graduated as a doctor i veteriary medicie from the Uiversity of Ghet. He was a practisig veteriaria util October I 1986 he became the alderma resposible for fiace i the city of Eeklo. I October 1992, he was co-opted as a seator i the Natioal Parliamet. He sat i the Belgia Seate util Jue O 1 Jauary 1995, he also became the mayor of the city of Eeklo, a office that he held util the ed of December Durig that period he was also a member of the Board of Directors of KAHOG (the Catholic Uiversity for healthcare) i Ghet. I 1995 ad 1999, he was directly elected as a member of the Flemish Parliamet for the district Ghet-Eeklo. I Jue 2004, he was oce more elected as a member of the Flemish Parliamet, this time however for the provice of East-Fladers. I the Seate, he was a member of the Educatio ad Sciece Commissio, ad of the advisory committee for Europea Affairs. I the Flemish Parliamet, he was a permaet member of the Eviromet, Nature ad Urba Plaig Commissio for more tha 10 years. From 2004 util 2009, he was vicechairma of the Geeral Policy, Fiaces ad Budgetig Commissio of the Flemish Parliamet. He is the co-author of the updated Soil Decotamiatio Decree, ad, at the ed of 2004, he also participated i the reorgaisatio of the water sector i Fladers. I May 2009, he was appoited as a director of Aquafi NV ad as the chairma of the Audit Committee. Fracie Swiggers Fracie Swiggers holds a licetiate i Applied Ecoomics ad a master i Busiess Admiistratio from the Catholic Uiversity of Louvai. Her professioal career started with the Natioal Fud for Scietific Research. I 1977 she moved to Bacob Bak. She has bee active i the ARCO Group sice 1997 ad has resposibility for moitorig fiacial participatios. I 2007, she was appoited as chair of the Maagemet Committee. I additio to directors madates i the compaies of the ARCO Group, she also sits o the Board of Directors of Dexia SA, Dexia Crédit Local (Frace), VDK, she is a Cesor at the Natioal Bak of Belgium ad chairma of Procura VZW. She was appoited as a director of Aquafi i May Rolad Va Dierdock Prof. Dr. Rolad Va Dierdock holds a Civil Mechaical & Electrotechical Egieerig degree from the Uiversity of Ghet ad a Ph.D. i Busiess Admiistratio from Harvard Uiversity. From 1978 to 1980, he lectured at IMD i Lausae. I 1980 he retured to Belgium to teach at the Uiversity of Ghet. From 1987 to 1990 ad from 1996 to 1998 he was chairma of the School for Maagemet of the Uiversity of Ghet. I the period , he was visitig professor at Isead, Ecole Natioal des Pots et Chaussées i Paris ad the Uiversity of North Carolia at Chapel Hill. From 1995 to 2001 he was guest lecturer at the Rotterdam School of Maagemet of the Erasmus Uiversity. From 1998 to 2007 he was dea of the idepedet Vlerick Leuve Get Maagemet School. O 1 October 2007 he became a emeritus professor of the Uiversity of Ghet. He was a member of the boards of directors of several profit ad ot-for-profit orgaisatios. He has bee associate director of the Europea Foudatio for Maagemet Developmet sice September At preset, he is the Chairma of the Board of Directors of the Vlaamse Milieuholdig NV ad member of the Board of Directors of Idaver NV ad Aquafi NV. Jhoy Va Stee After completig his Ecoomics studies at the Free Uiversity of Brussels i 1970, Jhoy Va Stee was employed by that uiversity as a research assistat util I 1978, he moved to the ASLK, where he was resposible for youth policy ad itroduced home bakig i From 1989 to 1992, he was adviser, head of the cabiet, ad deputy head of cabiet at the PTT cabiet ad the Govermet Agecies cabiet. Betwee 1992 ad 1993 he held the post of executive director at ASLK Isuraces. From Jauary 1994 he was director Public ad Social Profit Sector for Fortis. He held a variety of director s madates i isurace compaies i Belgium ad Luxembourg, icludig ES-fiace, Belgacom, GIMV, PMV/ VPM, VIOM ad the schoolig group Deder. He is still active today i a variety of boards of directors i the public ad the social profit sector. He was appoited as a director of Aquafi NV i 2001 ad is chairma of the Appoitmets ad Remueratio Committee. Report of the Board of Directors 17
20 18 Aual report 2011 Ivo Va Vaerebergh Ivo Va Vaerebergh holds degrees i Civil Mechaical Egieerig ad Eviro - metal Saitatio from the Uiversity of Ghet. He has a postgraduate degree i Busiess Maagemet ad a Master s i Busiess Admiistratio from the Catholic Uiversity of Louvai. He started his career withi the service departmets of the Prime Miister with resposibility for Sciece Policy Programmig. As operatioal director, he was resposible for the atioal R&D programmes Eergy, Eviromet ad Secodary Raw Materials. From 1979 to 1994, he was the maagig director of Metallo Chimique NV. He was the chairma of the Board of Directors of the Study Cetre for Nuclear Eergy i Mol ( ) ad of the Flemish Evirometal Holdig ( ). As a etrepreeur, he has bee the chairma-maagig director of the REM.B/ Morssikhof Hydraulics Group (Beerse, Rotterdam) sice 1986 ad is a director of Reewable Vetures Fud cvba, ENERGIUS NV, Theergo NV ad W-Kracht NV. He is also a director with Reyaers Alumiium NV, Ziekehuis Netwerk Atwerp vzw ad Labokas ad Eda Busiess Systems NV. For twety years he was the chairma of the Voka-Kempe Chamber of Commerce, ad he still chairs the Regioal Nuclear Coordiatio Cell (RNC). I 1995 he was appoited as a director at Aquafi NV. He was the chairma of the Board of Directors betwee 1999 ad May Report of activities ad attedace I additio to exercisig the authorities as described i the Charter, the Board of Directors also devoted attetio last year to the establishig ad expadig of cooperative vetures, fiacig ad budget maagemet for capital spedig projects. Durig 2011, the Board of Directors met eight times. All of the directors were i attedace at two of the meetigs. Nie directors were i attedace at three meetigs ad eight directors were i attedace at the other three meetigs. Three directors were each abset with apologies at oe meetig. Three other directors were abset with apologies at two meetigs.
21 AUDIT COMMITTEE Report of activities ad attedace Compositio Chairma VOF Materie, represeted by Erik Matthijs Pol Cools Marijke Mahieu Fracie Swiggers Vlaamse Milieuholdig NV, represeted by Matrix NV, represeted by Rolad Va Dierdock I additio to the ormal areas of discussio related to remueratio policy, extra-legal beefits, collective bargaiig egotiatios ad the formulatio of the objectives for the maagemet committee ad the evaluatio of the results of those objectives, the committee advised the board of directors cocerig the adjustmet of the reorgaisatio proposed by the maagemet, resultig from the Aquafi strategic pla. The implicatios of the govermet declaratio cocerig labour costs were also reviewed i a first readig. Report of activities ad attedace I additio to carryig out the activities i the area specifically etrusted to the Audit Committee, the idepedece of the exteral auditor was evaluated o the basis of the declaratio i the maagemet letter dated 31/12/2010. Followig the explaatio of the tederig report for the appoitmet of the exteral auditor, the committee advised gratig the cotract to Erst & Youg. With respect to iterest maagemet, the committee issued advice cocerig several hedgig proposals. The impact of the IFRS coversatio o several parts of the balace sheet ad/or profit ad loss accout was also discussed i detail, as were the explaatios uder the IFRS. The committee also gave advice about a umber of poits cocerig the relatioship with the ecoomic oversight authority. The Appoitmets ad Remueratio Committee met three times durig the past fiacial year. All of the members were i attedace at two meetigs; oe director was abset with apologies at oe meetig. DIRECTIECOMITÉ Compositio Maagig Director Luc Bossys Operatios Maager Erik Poppe Ifrastructure Maager Dirk De Waele Commercial Director Boudewij Va De Steee Process Iovatio ad Day Baete Iformatio Systems Maager I 2011, the Audit Committee met four times. All members of the committee were i attedace at oe meetig; at the other meetigs, oe director was always abset. Two directors atteded all of the meetigs of the committee; the other three directors were each abset with apologies at oe meetig. APPOINTMENTS- AND REMUNERATION COMMITTEE Compositio Chairma Jhoy Va Stee Alai Berard Ivo Va Vaerebergh IMPORTANT ELEMENTS OF THE EVALUATION PROCESS OF THE BOARD OF DIRECTORS, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS The members of the Board of Directors regularly evaluate the size, compositio ad fuctioig of this body. The relatioship ad iteractio with the Maagemet Committee is also reviewed. The Appoitmets ad Remueratio Committee provides a aalysis o this matter to the directors. For the purpose of evaluatig this iteractio, the o-executive directors meet at least oce every year without the Maagig Director beig preset. As part of the evaluatio process by the Audit Committee, the followig elemets are assessed: iteral regulatios, compositio ad appoitmets, meetigs, traiig of members ad fuds available for such traiig, the whistleblower procedure ad relatios with the Board of Directors. A evaluatio is also made of the resposibilities with regard to fiacial reportig of the compay, iteral cotrol ad risk maagemet systems, ad, fially, the iteral ad exteral audits. Report of the Board of Directors 19
22 20 Aual report 2011 The Appoitmets ad Remueratio Committee draws up a evaluatio of its ow effectiveess ad efficiecy every two years. For this self-evaluatio, a idividual questioaire is submitted to the members of the committee. The results of this are discussed durig a committee meetig ad subsequetly submitted to the Board of Directors. A aalysis is also made of the iteractio betwee the Maagemet Committee ad the Board of Directors. The committee also gives advice cocerig the performace of the idividual directors, especially with a view to their potetial reappoitmet ad with especial attetio to a evaluatio of the various chairme. REMUNERATION REPORT No-executive directors The Geeral Meetig decided i 2005 to pay a fixed stiped per year, supplemeted with a variable sum per meetig of the Board of Directors or oe of its committees atteded by a director. These amouts are icreased by 20% for the chairma of the Board of Directors ad for the chairme of the various committees. If the directors carry out a task that is separate from their ormal tasks as directors, compesatio is grated i accordace with the decisio of This is solely related to assigmets give from time to time to idividual directors by the board of directors or the maagemet committee. The stipeds are charged agaist geeral costs. Executive Director The total gross compesatio that was ivoiced over 2011 by Bamboss BVBA, whose Maagig Director is the Executive (Maagig) Director of Aquafi, is composed as follows: Basic compesatio: 384, Variable portio: 139, Pesio etitlemet: /a Other compesatio compoets: 1, He receives o compesatio as a director withi the Board of Directors. Maagemet Committee The total gross compesatio that was paid to the members of the Maagemet Committee over 2011, with exceptio of the Maagig Director, amouts to: Base salary: 622,501 Variable portio 1 : 65, Pesio etitlemet: 120, Other compesatio compoets: 127, Name Total amout received VOF Thedes, represeted by Marc va de Abeele (C) 38, Alai Berard 12, Pol Cools 13, Marijke Mahieu 12, Fracie Swiggers 12, Jhoy Va Stee (C) 15, Ivo Va Vaerebergh 13, Flemish Evirometal Holdig Compay NV (VMH NV), represeted by Matrix NV, 12, represeted by Rolad Va Dierdock VOF Materie, represeted by Erik Matthijs (C) 15, ((C) = Chairma) 1 The total amout of this icome compoet is divided ito oe amout that is paid out as a gross bous ad is icluded uder this headig, ad aother amout is part of the pesio scheme etitlemets, which are icluded uder a headig of that ame.
23 SIGNIFICANT CHARACTERISTICS OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS OF THE COMPANY Geeral Followig the advice of the Appoitmet ad Remueratio Committee, the Board of Directors approved the remueratio policy for both the maagemet team ad the Maagig Director. That policy is iteded to attract, retai ad motivate competet ad skilled persos. The size of the compesatio takes the idividual tasks ad resposibilities of the members of the Maagemet Committee ito accout. Oce per year, the performace of the maagemet team is evaluated i the presece of the Maagig Director. The Maagig Director is, of course, abset durig the assessmet of his ow performace. The Appoitmet ad Remueratio Committee follows the procedure that the Board of Directors approved closely. The operatioal, persoal ad commercial objectives are formulated each year o the basis of the regulatios. A specific weight i the evaluatio is assiged to each of those objectives i advace. For 2011, the compoets of the evaluatio made referece amogst others to orgaisatioal, budgetary, ecoomic ad evirometal aspects ad/or results. I additio to the evaluatio o the basis of the formulated objectives, the overall performace of the director is also evaluated. The period durig which these performaces were evaluated is from 1 Jauary 2011 through 31 December No shares (optios) ad/or rights for the acquisitio of shares were grated to the members of the executive maagemet (icludig the Maagig Director). The Board of Directors is aware of its resposibilities ad takes all possible risks ito accout i the determiatio of the strategic directio of the compay. The risk-related subjects are discussed at its meetigs. The Maagemet Committee is also aware of the importace of good iteral cotrol ad risk maagemet. Risk-related subjects are discussed at the weekly gatherigs. A risk-maagemet policy, for which policy lies, procedures, sigig authorities, built-i alarms ad checklists were defied, has bee implemeted i all departmets. Chages i legislatio are also moitored. The ecessary measures were take for esurig iformatio security. Several specific departmets cocetrate heavily o risks: Prevetio & Safety, Eviromet, Compliace Maagemet, the Less Nuisace maager, the ombudsma ad the iteral auditor. I additio, the compay devotes attetio to moitorig ad reportig risks. I that respect, use is made of a reliable iformatio system ad the Balaced Scorecard, as a measuremet istrumet ad as a reportig system. Iteral quality audits are carried out o the implemeted procedures. The iteral auditor, exteral auditor ad the Ecoomic Oversight Authority of the Flemish Regio provide effective oversight of the compay. CONTROL OF THE COMPANY O 8 Jue 2011, Erst & Youg Bedrijfsrevisore BCVBA, J. Eglishstraat 52, Borgerhout, represeted by Roald Va de Ecker was appoited by a geeral meetig as the exteral auditor of the compay. The madate of the exteral auditor eds at the coclusio of the geeral meetig that votes o the aual accouts i The aual compesatio of the auditor, for the statutory audit of the aual fiacial statemets of the compay, amouts to 45,000 (exclusive of VAT). A additioal amout of 25,000 (ex VAT) for maagig the coversio to IFRS was paid to the exteral auditor for special assigmets ad to persos with whom the auditor collaborates o a professioal basis. Further iformatio o this ca be foud i the explaatios to the aual fiacial statemets. Up to or after 1 July 2009, o employmet cotracts were cocluded with the Maagig Director or ay other member of the Maagemet Committee. Report of the Board of Directors 21
24 22 Aual report 2011 SHAREHOLDER STRUCTURE AND CROSS- PARTICIPATIONS The Vlaamse Milieuholdig is the ower of all shares of Aquafi NV. No cross-participatios exist. EXPLANATION CONCERNING DEVIATIONS WITH REGARD TO THE CODE Aquafi applies the provisios that have bee defied i the Belgia Corporate Goverace Code, which applies to publicly listed compaies. Deviatios from the Code are possible i certai istaces, due to the particular character of the shareholdig i the compay. The stipulatios of the code to which the compay does ot comply will be explaied below. INSIDER TRADING AND MARKET MANIPULATION Iasmuch as Directive 2003/6/EC o isider tradig ad market maipulatio (market abuse) applies to the compay sice the issue of the debeture loa, the ameded Charter (approved by the Board of Directors o 14 Jauary 2010) icludes measures to comply with the provisios of that directive. The role of the compliace officer i esurig compliace with the applicable provisios ad the ecessary reportig requiremets were described. If ecessary, tradig rules will be draw up by the Board of Directors. Mr A. Vade Bo, secretary of the Board of Directors, has bee appoited as the Compliace Officer. No reports were made durig 2011, to which these provisios would be applicable. Article 5.2/4: majority of idepedet directors i the Audit Committee. The committee has a compositio that meets the requiremets of the law (Sect. 526bis, Compaies Code). Article 5.4/1: majority of idepedet directors i the Appoitmet ad Remueratio Committee. For the purpose of maitaiig the cotiuity withi this committee, it was decided to appoit Mr Va Vaerebergh as a member of the committee. He is ot a idepedet director but he kows the compay ad the specific cotext that it has to work i thoroughly. Stipulatio 8.9: covocatio of Geeral Meetigs. The articles of associatio iclude a legal threshold of 20% for the covocatio of a Geeral Meetig. Give the ature of the shareholders of the compay, lowerig this threshold is poitless at this poit.
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