Conscious of its role as a media group, DPG Media has been paying particular attention to the rules of corporate governance for several years now. By applying clear operating and audit rules, DPG Media aims to ensure maximum transparency to all the stakeholders of the group.
The Executive Board
The focus of this ‘corporate governance’ is, of course, on the Executive Board. Ludwig Criel – a member of the Executive Committee of the shipping group CMB – was appointed as the first independent director in 1995, and the Board was reinforced with two additional independent directors in 2000: Léon Seynave, managing director at nv Vente-Exclusive, and Karel Van Miert, a former European Commissioner, who unfortunately passed away in 2009. Eric Verbeeck, the managing director of NV Gands, was also appointed as a director in 2003. Two new Dutch directors joined the Board in 2011: Jan Louis Burggraaf, partner with Allen & Overy in Amsterdam, and Ieko Sevinga, Chief Information & Operations Officer of Rabobank.
The Executive Board of DPG Media therefore has five independent directors out of a total of eight. The chair has been assigned to the longest-serving independent director, Ludwig Criel.
Responsibilities of the Executive Board
The Executive Board is responsible for the general strategy of DPG Media, annually approves the operating and investment budgets, supervises financial affairs and decides on any acquisitions. The Board meets at least four times a year according to a fixed schedule, and also whenever the interests of the group require this. Although the decisions of the Board take place primarily by majority vote in accordance with the articles of association, they are arrived at by consensus in practice.
The Remuneration and Audit Committees
Two special committees have been established within the Board: on the one hand, the Remuneration Committee, which assesses the remuneration policy of its executive staff and senior management, and consists of Ludwig Criel, Eric Verbeeck and Christian Van Thillo. On the other hand, there is the Audit Committee, which oversees the drafting of accounts and the internal and external audit procedures, and consists of Ieko Sevinga, the Chairman, Emmanuel Van Thillo, Léon Seynave and Christophe Convent.
The Group Committee
The operational management of DPG Media is in the hands of the Group Committee, which is responsible for the execution of the group strategy and the monitoring of the various business units within the subsidiaries of DPG Media.
The Group Committee meets every month, and consists of nine members: the two executive directors and seven directors from the major subsidiaries.
DPG Nederland (The Netherlands)
DPG Media (The Netherlands) has its own corporate governance, as the company is subject to the so-called two-tier board system.
The Supervisory Board consists of five members: two appointed on the recommendation of DPG Media - Ludwig Criel and Fons Van Westerloo -, one on the recommendation of the Stichting Democratie en Media, Peter Dirks, and one on the recommendation of the Works Council, Anita Nijboer. In turn, these members appointed Arie Verberk as Chairman of the Supervisory Board.
The Executive Board of DPG Media Nederland (The Netherlands) has three members: Frits Campagne as Chairman, Piet Vroman as CFO and Erik Roddenhof as CEO.
The responsibility for the auditing of the group companies has been entrusted to PricewaterhouseCoopers. In order to ensure the maximum effectiveness of this auditing, it is the established policy of DPG Media to assign audit responsibility for all fully consolidated group companies to the same auditors, both in Belgium and in the Netherlands.
Ludwig Criel, Chairman
Christian Van Thillo, Chief Executive Officer
Christophe Convent, Secretary-General
Léon Seynave, Member of the Board
Eric Verbeeck, Member of the Board
Emmanuel van Thillo, Member of the Board
Jan Louis Burggraaf, Member of the Board
Ieko Sevinga, Member of the Board