Corporate Governance Charter

Transcription

1 Corporate Governance Charter 4Energy Invest NV/SA Limited liability company under Belgian law (Société Anonyme/Naamloze Vennootschap ) Atrium Park, Koloniënstraat 11, 1000 Brussels, Belgium Register of Legal Persons under Company Number RPR Brussels (Belgium) Tel: +32 (0) Fax +32 (0) info@4energyinvest.com Web:

2 Latest revision: August 8, Energy Invest NV/SA Limited liability company under Belgian law (Société Anonyme/Naamloze Vennootschap ) Atrium Park, Koloniënstraat 11, 1000 Brussels, Belgium Register of Legal Persons under Company Number RPR Brussels (Belgium) Tel: +32 (0) Fax +32 (0) info@4energyinvest.com Web:

3 Table of Content Page Introduction...iii Certain definitions and expressions... iv 1. General information Energy Invest NV/SA Corporate purpose Group structure Governance structure Outstanding shares and other securities Listing Important shareholders Available information Board of Directors Terms of reference Role of the Board of Directors Specific tasks of the Board of Directors Composition and election of the Board of Directors Evaluation of the Board of Directors and individual directors Chairman of the Board of Directors Non-executive directors and independent directors Special Committees Executive Management Company secretary External advice Remuneration of directors and members of the Executive Management Conduct by directors Organization of meetings Audit Committee Terms of reference Role of the Audit Committee Composition of the Audit Committee Specific tasks of the Audit Committee Operation of the Audit Committee Nomination and Remuneration Committee Terms of reference Role of the Nomination and Remuneration Committee Composition of the Nomination and Remuneration Committee Specific tasks of the Nomination and Remuneration Committee Operation of the Nomination and Remuneration Committee CEO and Executive Management Terms of reference Structure of the Executive Management Chief executive officer Executive Management Advisory Committee Role of the Advisory Committee Composition of the Advisory Committee Operation of the Advisory Committee Transactions between the Company and the members of the Advisory Committee Remuneration policy General Non-executive directors Executive Management Energy Invest NV / SA i Corporate Governance Charter

4 8. Share capital and shareholders Share capital Form of shares Authorized capital Acquisition of own shares Shareholding structure Shareholders Meetings Rules preventing market abuse Miscellaneous Changes to the CG Charter Priority Governing law and jurisdiction Appendix 1 Deviations from CG Code Appendix 2 Important Shareholders Appendix 3 Organizational Structure Appendix 4 Dealing Code Energy Invest NV / SA ii Corporate Governance Charter

5 Introduction This corporate governance charter (the CG Charter ) is drawn up in accordance with the Belgian Code on Corporate Governance dated December 9, 2004 (the CG Code ). It describes the main aspects of the corporate governance of 4Energy Invest NV/SA ( 4Energy Invest or the Company ). 4Energy Invest is a public limited liability company ( naamloze vennootschap ), incorporated in Belgium, having its registered office at Atrium Park, Koloniënstraat 11, 1000 Brussel, Belgium. The corporate governance principles set forth in the CG Code aim at a transparent and efficient corporate management. The Company strongly believes that good governance practices support long-term value creation and a proper balance between entrepreneurship, control, and performance. Through effective performance evaluation, appropriate risk management and compliance with procedures, the corporate governance principles provide incentives for integrity and transparency in the decision-making process. 4Energy Invest applies the nine corporate governance principles contained in the CG Code. In addition, except as explained in this CG Charter (see also Appendix 1) or in the corporate governance chapter (the CG Chapter ) of its annual report, 4Energy Invest complies with the corporate governance provisions of the CG Code. This CG Charter is available, together with 4Energy Invest s articles of association, on the Company s website ( and will be updated as often as required to reflect changes to 4Energy Invest s corporate governance. This CG Charter enters into effect on the first day of unconditional trading of the Company s shares on Euronext Brussels ( Euronext Brussels ). It was approved by the Company s Board of Directors meeting of May 21, Energy Invest NV / SA iii Corporate Governance Charter

6 Certain definitions and expressions Throughout this charter, certain terms and expressions are used. Unless the context in which these terms and expressions are used, do not so permit, or unless these terms or expressions are defined differently, they should be read and understood as follows: Any reference to the company should be read as a reference to 4Energy Invest NV/SA. The expression subsidiary means, when used with respect to a person, a subsidiary of such person within the meaning of Article 6 of the Belgian Company Code (filiale/dochtervennootschap). The expression control shall, when used with respect to a person, have the meaning as defined in Article 5 of the Belgian Company Code, and shall be determined in accordance with the provisions of Articles 5 to 9 of the Belgian Company Code, and expressions such as controlling or controlled shall have a correlative meaning. CBFA means the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/ Commissie voor het Bank-, Financie- en Assurantiewezen). This charter is complementary to the Belgian Company Code and the articles of association of 4Energy Invest NV/SA. No provision of this charter can be interpreted as derogating therefrom. 4Energy Invest NV / SA iv Corporate Governance Charter

7 1. General information Energy Invest NV/SA 4Energy Invest NV/SA was incorporated on September 28, 2005, for an unlimited duration. It has the legal form of a limited liability company (société anonyme SA/naamloze vennootschap NV) organized and existing under the laws of Belgium. Pursuant to the Belgian Company Code, the liability of the shareholders is limited to the amount of their respective committed contribution to the capital of 4Energy Invest NV/SA. 4Energy Invest NV/SA s registered office is located at Atrium Park, Koloniënstraat 11, 1000 Brussels, Belgium. The company is registered with the Registry of Legal Persons (Belgium) under company number RPR Brussels Corporate purpose The corporate purpose of 4Energy Invest NV/SA reads as follows: The company has as its purpose, both in Belgium and abroad, both in its own name and for its own account as in the name or for the account of third parties, alone or in participation with third parties: By way of subscription, purchase, exchange, contribution, merger, cooperation, financial intermediation or otherwise, the acquisition of any interest, participation or shareholding in any existing or still to be incorporated company, business, activity, association or other person. The management, the valorization and the realization, in the broadest sense, of these interests, participations and shareholdings. The participation, directly or indirectly, in the management, the management bodies, the activities, the control and the liquidation of the companies, businesses, activities, associations and persons in which it holds an interest, participation or shareholding. Providing any kind of advice and assistance in any possible area related to the business activities to the management and the management bodies of the companies, businesses, activities, associations and persons in which it holds an interest, a participation or a shareholding, and more generally the performance of all acts which are inherent, as a whole or partially, directly or indirectly, to a holding activity, in the broadest sense. By way of purchase, exchange, contribution, merger or otherwise, the acquisition, construction, leasing, letting, exploitation, valorization, sale or realization in any other way of immovable property, both in Belgium and abroad. By way of purchase, exchange, contribution, merger or otherwise, the acquisition, management, exploitation, valorization, sale or realization in any other way of rights (in rem or not) relating to or in connection with immovable property, both in Belgium and abroad. The production, the exploitation, the management, the trade, the sale and the supply and/or distribution of energy sources, including (but not limited to) biomass and of energy, including (but not limited to) heat and electricity generated, made, produced or acquired from traditional or renewable sources of energy such as (but not limited to) biomass, water, geothermic heat, wind and sun, or of rights, values or assets relating thereto. 4Energy Invest NV / SA 1 Corporate Governance Charter

8 The research, the identification, the development of concepts, the design, the elaboration, the development, the realization, the adaptation, the maintenance, the management, the use, the promotion, the buying, selling or otherwise acquiring or disposing of and more generally the exploitation of existing and new projects, activities, rights or assets which are, directly or indirectly, related to, connected with or derived from the production, exploitation, management and trade in energy (in the broadest sense) in general and in renewable (sources of) energy in particular (including (but not limited to) green certificates and CO 2 certificates). The direct or indirect supply of services related to existing and new projects, activities, rights or assets that are directly or indirectly related to, connected with or derived from the production, exploitation, management and trade in energy (in the broadest sense) in general and in renewable (sources of) energy in particular, to intermediaries as well as to end-users, including individuals, governmental entities or bodies and companies. The development, the collection, the acquisition, the structuring, the management, the exploitation and the realization in the broadest sense of data, know how, licenses, patents or other (intellectual) tangible or intangible fixed assets or rights in connection with existing and new projects and activities that are, directly or indirectly, related to, connected with or derived from the production, exploitation, management and trade in energy (in the broadest sense) in general and in renewable (sources of) energy in particular. The granting of securities for other companies, businesses, activities, associations and persons or guaranteeing of obligations, the acting as agent or representative, the granting of advances, credits, loans or other forms of financing, and the granting of mortgages or other sureties. The execution of all technical, economic, social, intellectual, organizational, civil, commercial, industrial, financial, movable and immovable activities which are, directly or indirectly, related to (in the broadest sense) the aforementioned activities or that are of a nature to improve the realization thereof in whatever manner. Except for, where appropriate, regulated activities for which the required authorizations or licenses have not been obtained. The aforementioned summary is not exhaustive and should be interpreted in its broadest sense Group structure The holding activities of the company are conducted via the legal entity 4Energy Invest NV/SA. In accordance with the corporate purpose of 4Energy Invest NV/SA, the company may take participations in other companies. On June 17, 2008, 4Energy Invest NV/SA had two direct subsidiaries, RENOGEN SA, a fully owned limited liability company, incorporated under the laws of Belgium, with registered office at Chaussée d Ophain 181, 1420 Braine-l Alleud, Belgium and 4BioFuels SA, a limited liability owned company by 4Energy Invest NV/SA for 90%, incorporated under the laws of Belgium, with registered office at Chaussée d Ophain 181, 1420 Braine-l Alleud, Belgium. Its fully owned subsidiary RENOGEN SA, has two direct subsidiaries, Amel Bio SA, a limited liability company owned by RENOGEN SA for 72.6%, incorporated under the laws of Belgium, with registered office at Holzstrasse 5, 4770 Amel, Belgium and Pontrilas Renewable Energy Limited, a private limited company owned by RENOGEN SA for 75%, incorporated under the laws of England and Wales, with registered office at Commercial Road, Southampton, Hampshire SO15 1GA. 4Energy Invest NV / SA 2 Corporate Governance Charter

9 1.4. Governance structure 4Energy Invest NV/SA is headed by its Board of Directors. The Board of Directors has delegated the company s daily management to the CEO and has appointed an executive management that assists the CEO. The Board of Directors has also set up several specialized Committees, such as an Audit Committee, a Nomination and Remuneration Committee and an Advisory Committee. These are further discussed in sections 3 to 6 of this charter Outstanding shares and other securities On June 17, 2008, the share capital of 4Energy Invest NV/SA amounted to EUR 13,855, The share capital was represented by 12,520,090 ordinary registered and dematerialized shares. For further information on the rights attached to the shares, reference can be made to section 8 below of this charter. Apart from the shares, 4Energy Invest NV/SA also issued a number of warrants that give the right to subscribe for new shares. For a history of the company s share capital and an overview of the company s shares and warrants, further reference can be made to the Investor Relations section of 4Energy Invest s website: Listing The shares of 4Energy Invest NV/SA are listed on Euronext Brussels since June 13, The shares have the following securities codes: ISIN: BE Security code: Euronext symbol: ENIN The strips relating to the 3,520,000 new shares issued on June 17, 2008 are listed on Euronext Brussels since June 13, The strips have the following securities codes: ISIN: BE Security code: Euronext symbol: ENINS 1.7. Important shareholders The table in Appendix 2 provides an overview of the respective parties that have notified the company of their ownership of 4Energy Invest securities. The overview is based on the transparency declarations that the company has received up to June 19, For a more up-to-date overview (where necessary), please refer to the Investor Relations section of 4Energy Invest s website: 4Energy Invest NV / SA 3 Corporate Governance Charter

10 All persons or entities who held shares of the Company on May 21, 2008 have agreed with KBC Securities NV not to transfer any of the shares which they held on May 21, 2008, during a period of at least one year as of the consummation of the initial public offering of the company followed by the listing of the shares of the company on Euronext Brussels (i.e. as of June 17, 2008), provided however, that during the second half of the period said transactions may be executed by KBC Private Equity NV with the prior consent of KBC Securities NV Available information The present charter is made available on the company s website. A copy can also be obtained at the registered office of the company. 4Energy Invest NV/SA must file its (restated and amended) articles of association and all other deeds that are to be published in the annexes to the Belgian Official Gazette with the clerk s office of the Commercial Court of Brussels (Belgium), where they are available to the public. A copy of the articles of association is also available on the company s website. In accordance with Belgian law, the company must prepare annual audited statutory and consolidated financial statements. The annual statutory and consolidated financial statements and the reports of the Board of Directors and statutory auditor relating thereto are filed with the Belgian National Bank, where they are available to the public. Furthermore, as a listed company, the company has to publish, among others, a half yearly financial report and trading updates. These summaries will generally be published in the Belgian press in the form of a press release. Copies are also available on the company s website. The company will also have to disclose price sensitive information and certain other information for its shareholders. In accordance with the Belgian Royal Decree of November 14, 2007, relating to the obligations of issuers of financial instruments admitted to trading on a regulated market (as amended), such information and documentation will be made available through the Belgian press, the company s website, the communication channels of Euronext Brussels or a combination of these media. The company s website can be found at at 4Energy Invest NV / SA 4 Corporate Governance Charter

11 2. Board of Directors 2.1. Terms of reference The Board of Directors of 4Energy Invest NV/SA will arrange its procedures, policies and activities in accordance with the terms of reference set out in this section Role of the Board of Directors The role of the Board of Directors (also the Board ) is to manage the Company in order to pursue the long-term success of the Company by providing and supporting entrepreneurial leadership and by ensuring sufficient effective monitoring and control through enabling risks to be assessed and managed. The Board of Directors is the Company s ultimate decision-making body, with the overall responsibility for the management and control of the Company, and is authorized to perform all acts necessary or useful for achieving the Company s corporate purpose. The Board has all powers except for those that are by law or the Company s articles of association expressly reserved to the Shareholders Meeting. The Board of Directors acts as a collegiate body Specific tasks of the Board of Directors Such powers and responsibilities include among others: to decide on the Company s principal objectives, values and strategy, its risk appetite and key policies and provide entrepreneurial leadership; to ensure that the necessary financial and human resources are in place for the Company to meet its corporate objectives; to approve all major investments, divestments, business plans and annual budgets; to establish and approve all policies relating to the capital structure, the funding, the dividend policy and the corporate structure of the Company and the 4Energy Invest group; to appoint the Chairman of the Board and the Company Secretary; to appoint and dismiss the Chief Executive Officer (the CEO ) and the members of the Executive Management; to determine the powers and responsibilities of the CEO; to decide on the structure of the Executive Management, to determine its powers and responsibilities and to assess the performance of and its interaction with it; to appoint the members of the Audit Committee and the Nomination and Remuneration Committee as well as any other Committee that the Board decides to set up, and determine their terms of reference; 4Energy Invest NV / SA 5 Corporate Governance Charter

12 to review and approve the financial statements to be prepared by the Company in accordance with applicable law; to ensure its obligations to all its shareholders are understood and met. The Board should also account to shareholders for the discharge of its responsibilities; to convene the Shareholders Meetings and submit resolutions for approval. The Board s monitoring responsibilities include among others: to take all necessary measures to ensure the integrity of the Company s financial statements and to supervise the performance of the external auditor and the internal audit function; to ensure appropriate internal control systems, with adequate risk identification and management; to regularly and actively control the effectiveness and execution of management strategies, policies and decisions as well as the completeness of management responsibilities; to be in charge of checking the accuracy and completeness of the Charter and of the Corporate Governance Chapter of the annual report Composition and election of the Board of Directors Composition The Board of Directors of the Company is composed of a minimum of 6 and a maximum of 10 members. The Board of Directors should be composed of executive and non-executive directors. At least half the Board should be composed of non-executive directors. At least three directors should be independent directors (see also section 2.7) Criteria for directors The Board of Directors of 4Energy Invest NV/SA believes that its members should have the highest professional and personal ethics and values, consistent with the company s values and standards. They should have broad experience at the policy-making level in business, government, education, technology or public interest. They should be committed to enhancing shareowner value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience Election of directors The directors of 4Energy Invest NV/SA are elected by the general shareholders meeting. Proposals by the Board for the appointment or re-election of any director must be based on a recommendation by the Nomination and Remuneration Committee. 4Energy Invest NV / SA 6 Corporate Governance Charter

13 However, in accordance with the Belgian Company Code, if the mandate of a director becomes vacant due to his or her death or resignation, the remaining directors have the right to appoint temporarily a new director to fill the vacancy until the first general shareholders meeting after the mandate became vacant. The new director completes the term of the director whose mandate became vacant. While the legal maximum (renewable) term for a director s mandate is six years, directors can be elected for a maximum (renewable) term of four years only Nomination procedure The chairman of the Board of Directors of 4Energy Invest NV/SA will lead the nomination process for a new director. In the event the mandate of a director has become or will become vacant, the following procedure will apply: In the event the mandate of a director has become or will become vacant, the chairman of the Board of Directors informs the other directors of the vacancy and invites them to a special meeting of the Board of Directors. When the remaining members of the Board of Directors consider the appointment of a new director, they evaluate the skills, knowledge and experience already present and those needed on the Board of Directors and, in the light of that evaluation, agree on a profile, including a description of the role and skills, experience and knowledge needed. The Nomination and Remuneration Committee assists the Board of Directors in evaluating the composition of the Board of Directors and drafting the profile. The Nomination and Remuneration Committee selects, interviews and assesses appropriate candidates in accordance with the aforementioned evaluation and profile. Following the selection, interviews and assessment of appropriate candidates, the Nomination and Remuneration Committee gives its recommendation to the Board of Directors. The Board of Directors decides on the appointment of the director (in the event of a vacancy) or on the submission of the proposals for election of the candidate director to the company s general shareholders meeting, taking into account the recommendations of the Nomination and Remuneration Committee. If the Board of Directors receives a proposal from shareholders to elect a director, the following procedure applies: The proposal is submitted to the Nomination and Remuneration Committee, which provides its recommendation to the Board of Directors. The Board of Directors decides on the appointment of the director (in the event of a vacancy) or on the submission of the proposals for election of the candidate director to the company s general shareholders meeting, taking into account the recommendation of the Nomination and Remuneration Committee. In order to maintain flexibility and to be able to best react to changing conditions, the Board of Directors can deviate from the above procedures if it is of the opinion that this is in the interest of the company. 4Energy Invest NV / SA 7 Corporate Governance Charter

14 The chairman of the Board of Directors ensures that, before considering candidate directors, the Board of Directors has received sufficient information such as the candidate s résumé (CV), the assessment of the candidate based on the candidate s initial interview, a list of the positions the candidate holds, and, if applicable, the necessary information for assessing the candidate s independence. Proposals for the election of a director that are submitted to the general shareholders meeting will be accompanied by a recommendation from the Board of Directors, based on the advice of the Nomination and Remuneration Committee. The proposal will specify the proposed term of the mandate, which cannot exceed four years as set out above. It will be accompanied by relevant information on the candidate s professional qualifications, together with a list of the positions the candidate already holds. The proposal must indicate whether the candidate satisfies the independence criteria. See also section below. Without prejudice to applicable legal provisions, proposals for the election of a director that are submitted to the general shareholders meeting must be communicated to the public in the agenda of the general shareholders meeting, together with the other points on the agenda of the general meeting sufficiently in advance. This provision also applies to proposals for election originating from shareholders Induction The chairman ensures that newly appointed directors receive an appropriate induction to ensure their early contribution to the Board of Directors. The induction process should help the director grasp the fundamentals of the company, including its governance, strategy, key policies, financial and business challenges. For directors joining Committees of the Board of Directors, the induction will encompass a description of their specific role and duties and any other information linked to the specific role of that Committee. For new Audit Committee members, the induction will cover the Audit Committee s terms of reference and provide an overview of the company s internal control organization and risk management systems. They must receive in particular full information on the company s specific accounting, financial and operational features. This induction may also include a meeting with the external auditor and the relevant staff Evaluation of the Board of Directors and individual directors Evaluation of the Board of Directors Under the lead of its chairman, the Board of Directors will regularly (at least every two to three years) assess its size, composition, operation and interaction with the Executive Management. The evaluation process has four objectives: assessing how the Board of Directors operates, checking that the important issues are suitably prepared and discussed, evaluating the actual contribution of each director s work, his presence at meetings of Committees and the Board of Directors and his or her constructive involvement in discussions and decision-making, 4Energy Invest NV / SA 8 Corporate Governance Charter

15 checking the actual composition of the Board of Directors against the desired composition. Although evaluation is a responsibility of the Board of Directors, the Board of Directors can be assisted in this evaluation by the Nomination and Remuneration Committee, and possibly also by external experts Non-executive sessions The non-executive directors will regularly assess their interaction with the Executive Management. In this respect, non-executive directors intend to meet at least once a year in absence of the CEO and the other executive directors. Actions can, however, only be taken by the Board of Directors Evaluation of individual directors There will be a periodic evaluation (at least every two to three years) of the contribution of each director aimed at adapting the composition of the Board of Directors to take account of changing circumstances. When dealing with re-election, the director s commitment and effectiveness will be evaluated in accordance with a transparent procedure established in advance by the Board of Directors, to the extent relevant Results of the evaluation The Board of Directors will take into account the results of the performance evaluation by recognizing its strengths and addressing its weaknesses. Where appropriate, this can involve proposing new members for appointment, proposing not to re-elect existing members or taking any measure deemed appropriate for the effective operation of the Board of Directors Chairman of the Board of Directors Appointment of the chairman The Board of Directors must appoint a chairman amongst the non-executive directors. The CEO cannot be the chairman Role of the chairman The chairman of the Board of Directors is responsible for the leadership of the Board of Directors. The chairman takes the necessary measures to develop a climate of trust within the Board of Directors, contributing to open discussion, constructive dissent and support for the decisions of the Board of Directors. The chairman promotes effective interaction between the Board and the Executive Management. The chairman establishes a close relationship with the CEO, providing support and advice, while fully respecting the executive responsibilities of the CEO. 4Energy Invest NV / SA 9 Corporate Governance Charter

16 Specific tasks of the chairman Within the Board of Directors, the Chairman is primarily responsible for: setting the agenda of the meetings of the Board of Directors, as the case may be, after consultation with the Chief Executive Officer; ensuring that procedures relating to preparatory work, deliberations, passing of resolutions and implementation of decisions are properly followed; ensuring that the directors receive accurate, timely and clear information before the meetings and, where necessary, between meetings, and that all directors receive the same information; chairing the meetings of the Board of Directors and ensuring that the Board operates and takes decisions as a collegial body; ensuring a regular review of the corporate structure and the corporate governance of the Company and assessing whether their operation is satisfactory; leading the nomination process of directors, in consultation with the Nomination Committee, and ensuring that the Board of Directors appoints Committee members and chairmen, as set out in section 2.4.3; the induction of new directors, as set out in section 2.4.5; leading the evaluation of the Board of Directors, as set out in section 2.5.1; and being accessible to the directors, the members of the Executive Management and the head of the internal audit function (if any) to discuss issues relating to the management of the Company. The Board of Directors may decide to entrust the Chairman with additional responsibilities. With regard to shareholders and third parties, the Chairman is mainly responsible for: chairing the shareholders meeting and ensuring that relevant questions from shareholders are answered; and representing the Company at meetings with professional organizations, socio-economic groups, the government, etc, The Chairman may however delegate these responsibilities to the Chief Executive Officer. 4Energy Invest NV / SA 10 Corporate Governance Charter

17 2.7. Non-executive directors and independent directors Non-executive directors Non-executive directors should be made aware of the extent of their duties at the time of their application as director, in particular as to the time commitment involved in carrying out their duties. While exceptions may be warranted in view of the company s interest, non-executive directors are encouraged not to take on more than five directorships in listed companies. Changes to other relevant commitments and new commitments of directors outside the company must be reported to the chairman of the Board of Directors as they arise. Non-executive members of the Board may not intervene directly in the operations of the Company. In principle, they may not give instructions to, or interfere with the activities of, Company management and employees. By exception to this principle, members of the Audit Committee must at all times have full and free access to the Chief Financial Officer and any other employee to whom they may require access in order to carry out their responsibilities Independent directors A director will be considered an independent director if he or she meets the criteria set out in Article 524 of the Belgian Company Code, which reads as follows: (a) During a term of two years prior to his or her election he or she has not exercised the mandate or function of director, manager, member of the executive committee, daily manager or executive in the company or an affiliate of the company. This criterion does not apply to the re-election of an independent director. (b) (c) He or she is not the spouse of, is not the unmarried legal partner of, or is not a relative (via birth or marriage) in the second degree of a person who (i) is a director, manager, member of the executive committee, daily manager or executive in the company or an affiliate of the company, or (ii) has a financial interest as set out under (c) below. He or she does not own any corporate rights that represent 10% or more of the share capital, the corporate funds or of a category of shares of the company. If he or she has corporate rights which represent less than 10%, then: (i) (ii) such rights, taken together with rights in the same company held by companies over which he or she has control, may not represent 10% or more of the share capital, the corporate funds or of a category of shares of the company; or the disposal of these shares, or the exercise of the rights attached thereto may not be subject to agreements or unilateral commitments entered into by him or her. (d) He or she does not have a relationship with the company that is of a nature to prejudice his or her independency. 4Energy Invest NV / SA 11 Corporate Governance Charter

18 The Board of Directors will consider a director independent for the purpose of criterion (d) above, if he or she is free from any business, close family or other relationship with the company, its controlling shareholders (if any) or the management of either that creates a conflict of interest such as to affect that director s independent judgment. In considering a director s independence, the following criteria will also be taken into account: The director is not an executive or managing director of the company or an associated company, and has not been in such a position for the previous three years; is not an employee of the company or an associated company, and has not been in such a position for the previous three years; does not receive, or has not received, significant additional remuneration from the company or an associated company apart from a fee received as non-executive director; is not a controlling shareholder nor a shareholder with a shareholding of more than 10%, nor a director, nor an executive officer, nor a paid advisor of such a shareholder; does not have, or has not had within the last year, a significant business relationship with the company or an associated company, either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship; is not or has not been been within the last three years, a partner or employee of the current or former external auditor of the company or an associated company; is not an executive or managing director of another company in which an executive director of the company is a non-executive or managing director, and has no other significant links with executive directors of the company through involvement in other companies or bodies; is not a close family member of an executive or managing director or of persons in the situations described above. An independent director does not necessarily lose his or her independence if he or she serves more than three terms on the Board of Directors, but the company believes that an independent director should not serve more than 12 years as an independent director. The Board of Directors will disclose in its annual report which directors it considers independent directors. If a director does not meet the criteria set out in bullet list above, the Board of Directors will set out its reasons for nevertheless considering this director to be an independent director. An independent director who ceases to satisfy the requirements of independence is encouraged to immediately inform the Board of Directors. 4Energy Invest NV / SA 12 Corporate Governance Charter

19 2.8. Special Committees General The Board of Directors can set up specialized Committees to analyze specific issues and advise the Board of Directors on those issues. The Committees are advisory bodies only and the decision-making remains within the collegial responsibility of the Board of Directors. The Board of Directors determines the terms of reference of each Committee with respect to the organization, procedures, policies and activities of the Committee. The Board of Directors appoints the members and chairman of each Committee. Each Committee must be composed of at least three members. Only directors can be member of a specialized Committee, and their appointment cannot be for a term longer than their mandate as director. A Committee may, however, invite any non-member to attend its meetings. Board Committees are entitled to seek external professional advice at the company s expense after informing the chairman of the Board of Directors and the other directors (as set out in section 2.12). After each Board Committee meeting, the Board Committee must submit to the Board of Directors a report on its findings or recommendations Current specific Committees The Board of Directors has established an Audit Committee and a Nomination and Remuneration Committee and an Advisory Committee. The terms of reference of these Committees are set out in section 3 and section 4 and section 6 below. Depending on the need, the Board can set up additional or ad hoc Committees Executive Management The Board of Directors determines, in close consultation with the CEO, the terms of reference of the Executive Management, detailing its responsibilities, duties, powers, composition and operation. The Executive Management includes all executive directors. If there exists a Management Committee, the Executive Management also includes all members of that Committee, whether or not the Committee is established as an Executive Committee (directiecomité /comité de direction) within the scope of Article 524bis of the Belgian Company Code. The Nomination and Remuneration Committee will assist the Board of Directors in the nomination and succession planning of Executive Management, unless otherwise decided by the Board of Directors. Taking into account the company s values, its risk appetite and key policies, the Executive Management should have sufficient latitude to propose and implement corporate strategy. The current terms of reference of the CEO and the Executive Management are set out in section 5. 4Energy Invest NV / SA 13 Corporate Governance Charter

20 2.10. Company secretary The Board of Directors must appoint a company secretary reporting to the Board of Directors on how procedures, rules and regulations of the Board of Directors are followed and complied with. Where necessary, the company secretary can be assisted by the company s general counsel or external counsel. Individual directors can have access to the company secretary. For the time being the function of company secretary will be exercised by the company s Chief Financial Officer but may be assigned to another person based on the decision of the Board of Directors External advice The directors and the specialized Committees of the Board of Directors can have access to independent professional advice at the company s expense, provided that such advisor acts as advisor to the Board of Directors and not to individual directors only. Prior to contacting external advisors, directors should inform the chairman of the Board of Directors thereof. Unless the Board of Directors decides otherwise with a majority vote, the directors must submit the conclusion of the professional advice to the other members of the Board of Directors Remuneration of directors and members of the Executive Management The Board of Directors determines, upon recommendation of the Nomination and Remuneration Committee, the remuneration policy for directors and the Executive Management. The aggregate remuneration package must ultimately be approved by the shareholders meeting of the company. In determining the remuneration policy, the Board of Directors intends to take into account the guidelines set forth by the Belgian Corporate Governance Code, unless it believes that deviations are warranted in the company s interest. Except for the non-executive directors, the directors mandates shall not be remunerated. The chairman of the Board of Directors will receive a yearly remuneration of 20,000. The other nonexecutive members of the Board of Directors will receive a yearly remuneration of 15,000. A nonexecutive independent director who is chairman of a committee of Board of Directors will receive an additional yearly remuneration of 4,000 per committee to which he is appointed chairman. A nonexecutive director who is a member of a committee of the Board of Directors will receive an additional yearly remuneration of 1,500 per committee to which he is appointed. The chairman of the Board of Directors will receive an attendance fee of 2,000 for each attendance to a meeting of the board of directors. Each other non-executive director will receive an attendance fee of 1,500 for each attendance to a meeting of the Board of Directors. In addition, the chairman of a committee of the Board of Directors will receive an attendance fee of 2,000 for each attendance to a meeting of the committee. Each other non-executive director who is a member of a committee of the Board of Directors will receive an attendance fee of 1,250 for each attendance to a meeting of the committee. For the first year, ending 12 months after June 13, 2008, for each independent director the sum will be made of the aforementioned yearly remuneration and attendance fees, and such sum will be increased by 20%. None of the members of the Board of Directors or the executive management has entered into an employment agreement with the Company or any of its subsidiaries. The current remuneration policy has been set out in section 6. 4Energy Invest NV / SA 14 Corporate Governance Charter

21 The Company may, acting through the Board of Directors, enter into indemnification arrangements with the directors and take out directors insurance coverage. Currently, the Company has taken out directors insurance coverage for each member of the Board of Directors Conduct by directors General Each director is encouraged to exhibit at all times high standards of integrity and ethical behavior, and to comply with the following standards: Independence of judgment is required in the decisions of all directors, executive and nonexecutive alike, whether the non-executive directors are independent directors or not. Directors should update their skills and improve their knowledge of the company to fulfill their role both on the Board and on Board Committees (where applicable). Directors should make sure they receive detailed and accurate information and should study it carefully so as to acquire and maintain a strong command of the key issues relevant to the company s business. They should seek clarification whenever they deem it necessary. All directors are encouraged to attend shareholders meetings of the company Access to information Confidentiality Directors have access to all corporate information needed to fulfil their duties. This right of access is subject, in the case of personal information concerning employees of the Company, to applicable privacy laws. The Company Secretary is available to supply the requested information. Directors will only use the information they receive for the purpose of exercising their duties and must preserve the confidentiality of such information. Directors cannot use the information obtained in their capacity as director for purposes other than for the exercise of their mandate Conflicts of interest Each director is encouraged to arrange his or her personal and business affairs so as to avoid direct and indirect conflicts of interest with the company. In accordance with Article 523 of the Belgian Company Code, all directors must inform the Board of Directors and the statutory auditor of the company of conflicts of interest as they arise and abstain from voting on the matter involved in accordance with the relevant provisions of the Belgian Company Code. Prior to his or her election, a director must inform the Board of Directors of his Related Party Transactions with 4Energy Invest NV/SA or the company s subsidiaries. During his or her mandate as a director, a director must inform the chairman of the Board of Directors of the Related Party Transactions that he or she or his or her affiliates contemplate to enter into, and such Related Party Transactions can only be entered into after approval by the Board of Directors, where applicable in accordance with Article 523 of the Belgian Company Code. 4Energy Invest NV / SA 15 Corporate Governance Charter

22 For the purpose of this charter, Related Party Transaction of a director means any transaction to deliver services or provide supplies or other goods to 4Energy Invest NV/SA or the company s subsidiaries either by the director, his or her spouse or unmarried legal partner, a relative of his or her (via birth or marriage) in the second degree, or a legal entity that is directly or indirectly under the control of the director, his or her spouse or unmarried legal partner, or a relative of his or her (via birth or marriage) in the second degree Transactions between the Company and its Board members which are not covered by the legal provisions on conflicts of interest Board members are expected to act at all times in the interest of the Company and its subsidiaries. Any transaction and other contractual relationship between the Company or its subsidiaries and any Board member, irrespective whether or not falling within the scope of article 523 or 524 of the Belgian Companies Code, requires the prior approval of the Board of Directors which needs to be fully informed of the terms and conditions of the transaction as well as of the corresponding interest of the Company. Such transaction can only be entered into at market conditions Organization of meetings Schedule of meetings At the beginning of the year, the chairman of the Board of Directors will establish a schedule and agenda of subjects to be discussed during the year (to the extent that this can be foreseen). The Board of Directors shall have at least four (4) regularly scheduled meetings each year. The dates of these regularly scheduled meetings may be changed by decision of the Board of Directors. Additional unscheduled meetings of the Board of Directors may be called upon at any time when the company s interest so requires or upon the request of two directors. The non-executive directors should assess their interaction with the Executive Management and should in this respect meet together at least once a year in absence of the CEO and the other executive directors Convening of meetings and advance distribution of materials The meetings are convened by the chairman of the Board of Directors. The chairman will establish the agenda for each meeting of the Board of Directors, after consultation with the CEO. Each director is encouraged to suggest the inclusion of items on the agenda at any time. The agenda should list the topics to be discussed and specify whether they are for information, for deliberation or for decisionmaking purposes. If the chairman does not convene the meeting within 14 days following the request to call a meeting by two directors, these directors can convene the meeting. The notice to convene a meeting of the Board of Directors must mention the place, date, hour and agenda for the meeting, and must be sent to the directors preferably at least one week prior to the meeting. The due convening of a meeting cannot be challenged if all directors are present or represented at the meeting. Information that is important to the understanding of the Board of Directors of the business to be conducted at a meeting of the Board of Directors will be distributed in writing to the directors before the meeting. 4Energy Invest NV / SA 16 Corporate Governance Charter