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According to the company’s statutes, decisions are taken by a majority vote but, up to now, decisions have been taken on the basis of general agreement among the present Directors. The members are provided with various documents at each Board Meeting or enclosed with the convocation: these include reports, operating

reports, investments memoranda, written information regarding items on the agenda, etc. In 2004, the Board met 7 times and discussed the following matters: R&D and product developments, follow-up of subsidiaries, buy-back of own shares and a contract with a liquidity provider, the 2005 budget, examining acquisition and partnership projects, study of a takeover bid, preparing press releases, preparation of General Meeting.

The audit of the company and consolidated accounts of EVS Broadcast Equipment S.A. is carried out by ERNST & YOUNG, Reviseurs d’Entreprises S.C.C. (B160), rep- resented by Philippe PIRE, Partner. The remuneration received by ERNST & YOUNG in 2004 totalled 46 940 EUR for all its services within the context of its mandate (26 000 EUR) and also outside its mandate (20 940 EUR). Each Director receives remuneration of 3 000 EUR per year, plus a fixed amount each time they attend a Board Meeting, i.e. 300 EUR (travelling within Belgium) or 500 EUR (travelling abroad). Besides a total of 5 000 warrants allotted to a Director with executive functions, none of the Directors benefits of any stock options or any other advantage connected with the company’s perfor- mances or otherwise. The total amount of remuneration paid in 2004 by the EVS group to the members of the Board of Directors was 843 000 EUR. This mainly repre- sents the remuneration paid to the Executive and Man- aging Directors. In 2004, there were no unusual trans- actions between the Directors and the company. As of March 31 2004 based on the last statements received by the company and the latest modification of the share- holders’ register, the members of the Board of Directors held, directly or indirectly, 919 300 shares of a total of 2 815 000.

2.1. Audit Committee

The chairman of the Audit Committee is Laurent LEVAUX, Independent Director, and the other two members are Jacques GALLOY and Michel DELLOYE. This commit- tee assists the Board of Directors in its responsibilities concerning the integrity of financial information for the company and, in particular, supervising the financial reports, the internal audit, the external audit and the relations between the company and its shareholders.

The Audit Committee met twice in 2004 in the presence of the company’s Auditor.

2.2. Compensation Committee

The Compensation Committee is chaired by Francis BODSON, Independent Director, assisted by Laurent LEVAUX and Pierre L’HOEST. This committee assists the Board of Directors in its responsibilities concerning the setting of remuneration for the company’s executives and managers. This committee met once during 2004.

2. Committees set up by the Board of Directors

3. Day-to-day management

The Board of Directors has delegated day-to-day management to the following committees:

3.1. Group Executive Committee

An Executive Committee coordinates the monitor- ing and development of the company and its affairs. It meets every month, is informed of the group’s finan- cial situation, sales and projects and takes operational decisions such as the appointment or release of per- sonnel and the conclusion of contractual agreements. The committee comprises two delegate administrators, Pierre L’HOEST and Laurent MINGUET, Michel COUN- SON, President and responsible for the Hardware Divi- sion, and Jacques GALLOY, responsible for finance and administration. Pierre L’HOEST is the CEO of Broadcast activities within EVS Broadcast Equipment S.A., while Laurent MINGUET is CEO of Digital Cinema operations at the 60% subsidiary XDC S.A.

3.2. EVS TV Management Committee

The role of this committee is to ensure the good gen- eral coordination of Belgian resources appropriate to the Television Division’s strategic objectives. It is made up of Yves ROLUS (Marketing), Henry ALEXANDER (Sales), Jacques GALLOY (Finances & Administration), Thierry DELBROUCK (Production), Bernard STAS (Prod- ucts), Jean-Noël GOOR (R&D Broadcast Solutions), Yves FIUMFREDDO (R&D XT), Frédéric LEMINEUR (Human Resources) and Pierre L’HOEST (CEO EVS TV/Broadcast). This Committee meets once a quarter, taking charge of and deciding on points concerning the company’s internal organisation, in particular:

- standardisation and review of pay policy;

- development of assessment procedures for personnel and ad-hoc forms;

- improvement of internal communication (information for staff, etc.);

- reorganisation and re-allocation of premises, coordi- nation of new buildings.

Apart from the 3 EVS administrative members of these committees:

- the total gross remuneration received by the members of the management committee in 2004 amounted to 635 000 EUR.

- the total number of warrants held by these same mem- bers was 17 050 as per 31 December 2004.

3.3. Operational management

of subsidiaries and business units

The group’s two business units (TV and XDC/Digital Cinema) are managed in an autonomous manner and the group’s commercial subsidiaries serve these busi- ness lines. The Board delegates the necessary powers to these subsidiaries to ensure their operational func- tioning.

The marketing subsidiaries are easy to control because their activities are entirely dependent on EVS Broadcast Equipment S.A. from Liège (Belgium): delivery of pro- motional materials, presence at trade fairs, supply of machines or exchange parts, accounts. The representa- tives of the EVS Board of Directors as well as, eventu- ally, the local managers make up the social bodies of these marketing subsidiaries. The choice of organisa- tion enables very efficient provision of information at the group level as well as rapid decision-making. The group’s trading and marketing policy is coordinated by the parent company.

In 2003, an Executive Broadcast Committee was set up to define the needs and terms relating to “broadcast“ products, draw up specifications, establish and follow up the “roadmap“ of the R&D departments and deter- mine business policy. It is regularly made up of Pierre L’HOEST (CEO EVS TV/Broadcast), Michel COUNSON (Hardware Manager), Bernard STAS (General Product Manager), Henry ALEXANDER (General Sales Manager EMEA), Luc DONEUX (General Sales Manager APAC), Frédéric GARROY (General Sales Manager NALA) and, in selected cases, Jacques GALLOY (Finances & Admin- istration), Thierry DELBROUCK (Production) and Yves ROLUS (Marketing TV).

Since the transfer of digital cinema operations to the subsidiary XDC S.A. at the end of 2004, CEO Laurent MINGUET has been surrounded by a team of special- ists, including Bernard COLLARD (General Manager), Jacques GALLOY (CFO), Philippe GRANDCLAUDON (Sales Manager), Jean-François NIVART (Product Manager) and Jérôme DELVAUX (R&D Manager).

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