CORPORATE GOVERNANCE

The Company adheres to the 2009 Belgian Corporate Governance Code.
 

The Company’s governance structure is based on a Board of Directors and Managing Director (CEO of the Rosier Group).

The Corporate Governance Charter is available on the Company's website (www.rosier.eu)
www.rosier.eu).


 

  1. Board of directors

 

    1. Composition

 

The number and appointment of members of the Board of Directors are governed by Article 15 of the articles of association, which determines that:
 

 "The company is managed by a board composed of at least seven members, who do not need to be shareholders, three of whom must be independent within the meaning of the Companies Code. Directors are appointed and removed by the general meeting, which sets their number. The term of office may not exceed four years. Outgoing directors are eligible for reappointment. "


The assessment criteria for determining directors' independence are those adopted by Article Art 7:87, &1 of the Companies Code and by the 2009 Belgian Corporate Governance Code.

  

 

At 31 December 2019, the Board of Directors was comprised of 7 (seven) members, including 3 (three) non-executive, 1 (one) executive and 3 (three) independent directors:
 

  • BVBA ANBA, represented by Anne Marie BAEYAERT

Independent Director
Company Manager

End of term of office: June 2022
 

  • Mrs Hilde WAMPERS
                                            Independent Director
                                            Group Tax Director, Proximus
                                            End of term: June 2021

     
  • BVBA exploration, represented by Mrs Dina DE HAECK,

                                                        Independent Director
                                                        CEO
                                                        End of term: June 2021

 

  • Mr Jan-Martin NUFER,

                                                        Non-executive director representing the Borealis Group
                                                        Director, Treasury and Funding Borealis AG
                                                        End of term: June 2021

 

  • Mr Willy RAYMAEKERS

Chairman of the Board of Directors

Managing Director – Executive Director of Rosier S.A.

CEO of Rosier Group

End of term of office: June 2021
 

  • Mr Andreas STEINBUECHLER

Non-executive director representing the Borealis Group

General Manager of Borealis L.A.T & Head of Sales Fertilizer & TEN

End of term of office: June 2022

 

  • Mr Benoît TAYMANS

Non-executive director representing the Borealis Group

Senior Business Programme Manager, Borealis Group

End of term of office: June 2022
 

 

1.2. Operation

 

The internal rules of the Board of Directors describe its operation.

The Board of Directors meets at least four times a year, and as often as it deems necessary in the interests of the Company.

 

Article 17 of the Articles of Association defines its authority:

 

"The board of directors has the power to take all necessary or useful measures to advance the company’s corporate purpose, with the exception of those that, pursuant to the law or articles of association, are reserved for the general meeting".
 

The Board of Directors decides in particular, on the appointment and setting of the powers of the Managing Director, on the approval of the annual financial statements and the management report, on the convening of general meetings and on the setting of proposals to be submitted to their deliberations.
 

The Board of Directors defines the strategic plan of the Company and its investment projects. It also notably adjudicates upon contracts and agreements between the Company and the Borealis Group, pursuant to Article 7:97 of the Belgian Companies Code.

At each meeting, a report is given on all security, financial, commercial and other matters of interest to the Company.

 

In 2019, the Board of Directors met eight times, including seven meetings in physical form and one meeting in written form.

In addition to reviewing day-to-day management, the Board notably deliberated on the following points:

 

  • The approval of the annual accounts at 31 December 2018 of Rosier S.A., of the management report and the proposal for the distribution of profits to be submitted to the General Meeting;
  • The approval of the consolidated financial statements at 31 December 2018, the consolidated management report and the 2018 remuneration report;
  • The approval of the text of the press release for the results at 31 December 2018;
  • The setting of the agenda for the ordinary general meeting of 20 June 2019;
  • The agreement on the conventions between Borealis and Rosier, pursuant to Article 7:97 of the Belgian Companies Code;
  • The follow-up of the Statutory Auditor’s recommendations and internal audits carried out by Borealis;
  • The review of the consolidated results as at 30 June 2019 and approval of the text of the corresponding press release;
  • Its self-assessment.

 

The average attendance rate at Board meetings in 2019 was 98%.
 

The internal rules of the Board of Directors define the assessment process.

 

    1. Committees within the Board of Directors.

 

In accordance with legal and statutory provisions (Article 18 of the Company’s articles of association), the Board of Directors has established three Committees.

 

  1. Appointment and Compensation Committee

    The Appointment and Compensation Committee was comprised of three directors, the majority of whom meet the independence criteria.

    At 31 December 2019, the composition of the Committee was as follows: Mr Benoît TAYMANS (Chairman), BVBA ANBA, represented by Mrs Anne Marie BAEYAERT and Exploration BVBA, represented by Mrs Dina DE HAECK.

    The Appointment and Remuneration Committee performs the following tasks in particular:

     
      • Identifying persons qualified to become directors, in accordance with the criteria approved by the Board of Directors.
      • Issuing recommendations to the Board of Directors on the re-election or appointment of new directors.
      • Issuing recommendations to the Board of Directors on the remuneration of the managing director and independent directors.
      • Issuing recommendations to the Managing Director on the remuneration of the Rosier Group Management Members.
      • Drafting the annual remuneration report, which is submitted to the Board of Directors and the General Meeting for approval.


The internal rules of the Committee govern its organisation and, in particular, its assessment process.

 

In 2019, the Committee met twice, having been convened by its Chairman; the attendance rate at meetings was 100%.

 

  1. Audit Committee

    The Audit Committee comprises at least three directors, the majority of whom meet the independence criteria.


At 31 December 2019, the Committee comprised Mr Jan-Martin NUFER (Chairman), BVBA ANBA, represented by Mrs Anne Marie BAEYAERT and Mrs Hilde WAMPERS. Mr Jan-Martin NUFER, due to his position, has the required accounting and auditing knowledge.

The Audit Committee shall assist the Board of Directors in ensuring the quality of internal control and the reliability of the information provided to shareholders and the financial markets.

 

The Audit Committee performs the following tasks in particular:
 

  • Monitoring of the financial reporting process and its completeness.
  • Reviewing the financial position, commitments and cash on a regular basis. 
  • Examining the parent company's financial statements and the annual and half-yearly consolidated financial statements before their examination by the Board.
  • Reviewing the suitability of the accounting principles and methods chosen. 
  • Ensuring the implementation of internal control and risk management procedures and monitoring their effectiveness with assistance from Management.
  • Keeping up to date with any internal and external audit work. 
  • Ensuring the monitoring of the audit by the Company’s statutory and consolidated auditors.
  • Reviewing the annual work plans of external auditors. 
  • Proposing the appointment of the Statutory Auditor, his remuneration, ensuring both his independence and the proper performance of his duties. 
  • Establishing the rules for the use of the Statutory Auditor for work other than auditing the accounts and verifying their implementation.

 

In 2019, the Committee met seven times; the attendance rate was 100%.

 

The internal rules of the Committee govern its organisation and, in particular, its assessment process.
 

  1. The Committee of Independent Directors

 

This Committee was established in 2013 in accordance with Article 7:97 of the Companies Code, which covers any decision or operation between a listed company and a related company.

 

In this context, the missions of the Committee, assisted by one or more independent experts, are mainly as follows:

 

  • Describing the nature of the decision or transaction, assess the gain or loss for the company or its shareholders, quantify the financial consequences and determine whether the decision or transaction is likely to cause manifestly abusive damage for the Company in light of the policy conducted by the Company.
     
  • Giving a reasoned opinion in writing to the Board of Directors. 

 

At 31 December 2019, the Committee was comprised of the Company’s three independent directors: BVBA ANBA, represented by Mrs Anne Marie BAEYAERT, Mrs Hilde WAMPERS and Exploration BVBA, represented by Mrs Dina DE HAECK.       

 

In 2019, the Committee met eight times; the attendance rate at meetings was 100%.

               

  • Meeting of 25 February 2019:

Opinion to be given by the Committee to the Board of Directors on the implementation of an 18-month financing agreement between Rosier and Borealis AG for EUR 25 million, which starts on 28 February 2019. To meet the financing needs of Rosier S.A. in its future commercial developments, this financing agreement is in addition to that in place since 31 December 2018 for 18 months.

 

Conclusion of the Committee of Independent Directors:

“The Committee of Independent Directors considers it to be inconceivable that the decision to put in place this new financing agreement to ensure the financing of the Company could cause manifestly abusive damage for the Company in light of the policy conducted by the Company or even to harm the Company.

These opinions, signed by the independent directors, are intended for the Board of Directors of the Company.

Issued in Mechelen on 25 February 2019.
 "

Extract from the minutes of the Board of Directors meeting of 25 February 2019:

“The financing agreement dated 28 February 2019 between Borealis AG, Vienna and Rosier S.A. for an amount of EUR 25 million valid from 28 February 2019 with an interest rate calculated according to the 6-month Euribor rate + 132 basis points (adjusted bi-annually and never below 0). This agreement should expire on 28 August 2020.
The Committee of Independent Directors, acting unanimously, considers that the decision to implement this new financing agreement to ensure the financing of the Company is not likely to cause manifestly abusive damage for the Company in light of the policy conducted by the Company or even harm the Company.

 

In accordance with Article 7:97 of the Belgian Companies Code, the Board of Directors decided to accept the offer and mandated Mr Willy RAYMAEKERS to sign the contract. "


Conclusion of the Auditor’s report, PwC:
 

In conclusion, we declare that our audit has not revealed anything that could have a significant influence on the accuracy of the data referred to in the opinions of the Committee of independent directors of February 25, 2019 and December 19, 2019 and in the minutes of the Board of directors held on the same dates.

 

Our report may only be used in the intended context of article 7:97 of the Companies’ and Associations’ Code, and may not be used for any other purpose. It is to be attached to the minutes of the meeting of the Board of directors called to deliberate on the transaction, and is to be included in the Directors’ report.

 

Meeting of 19 December 2019:


This involves an assessment of a series of agreements to be concluded between Rosier and Borealis L.A.T GmbH (hereinafter Borealis) implementing the end-of-business cooperation between Rosier and Borealis. Since 2015, Borealis has been the exclusive distributor of Rosier products, first in certain European countries, then, following an amendment in 2017, throughout Europe. Since 1 May 2019, Rosier has set up its own sales organisation to independently promote, sell and distribute its product portfolio. Rosier will no longer be a sales agent for Borealis products outside Europe.

Conclusion of the Committee of Independent Directors 

The Committee of Independent Directors considers, based on the information brought to its attention, the opinion of the independent expert and his analysis of the situation, that:

  1. The end of the Transformation Programme and of commercial cooperation between the Company and Borealis in this context is not likely to cause the Company and its shareholders manifestly abusive damage in light of the policy conducted by the Company or any harm whatsoever;
  2. The conclusion by the Company of the five following draft agreements: termination agreement for the distribution agreement concluded in 2015 and amended in 2017 between Rosier and Borealis, termination agreement for the services agreement concluded in 2015 and amended in 2017 through which Rosier undertook to provide certain services to Borealis, termination agreement for the agency agreement concluded in 2015 and amended in 2017 between Rosier and Borealis, agreement for the purchase of Borealis clientele by Rosier, service agreement by which Borealis undertakes to provide certain services to Rosier, is justified;
  3. The conclusion by the Company of the Agreement relating to the adjustment of purchase prices is justified in the context of the agreement concluded between the Company and the tax authorities and the end of this cooperation;
  4. The conclusion by Rosier Nederland B.V. of both termination agreements and the conclusion by Rosier France S.A.S.U. of both termination agreements are justified in the context of the end of this cooperation;
  5. The conditions, particularly financial, of these agreements are in line with market practices.

The Committee considers that the conclusion of these agreements is not likely to cause the Company and its shareholders manifestly abusive damage in light of the policy conducted by the Company or any harm whatsoever.

 

These opinions, signed by the independent directors, are intended for the Board of Directors of the Company.

 

Mechelen, 19 December 2019. "

 

Extract from the minutes of the Board of Directors meeting of 19 December 2019:

“The Committee of Independent Directors, acting unanimously, considers that the conclusion of these agreements is not likely to cause the Company and its shareholders manifestly abusive damage in light of the policy conducted by the Company or any harm whatsoever.

In accordance with Art. 7:97 of the Belgian Companies Code, the Board of Directors decided to accept the opinion of the Committee of Independent Directors and mandated Mr Willy RAYMAEKERS to sign the various agreements. "

 

Conclusion of the Auditor’s report, PwC:
 

In conclusion, we declare that our audit has not revealed anything that could have a significant influence on the accuracy of the data referred to in the opinions of the Committee of independent directors of February 25, 2019 and December 19, 2019 and in the minutes of the Board of directors held on the same dates.

 

Our report may only be used in the intended context of article 7:97 of the Companies’ and Associations’ Code, and may not be used for any other purpose. It is to be attached to the minutes of the meeting of the Board of directors called to deliberate on the transaction, and is to be included in the Directors’ report.
 

  1. Income allocation policy
     

The Board of Directors will evaluate the future dividend policy based on Rosier’s financial results and investment needs.

 

  1. Relations with the reference shareholder


With effect from 28 June 2013, the date on which Borealis A.G. took control of Rosier S.A., the transactions falling within the scope of article 7:97 of the Companies Code were the subject of an opinion of the Committee of Independent Directors - assisted by independent experts - submitted to the Board of Directors for decision.


The transactions covered by this article that were approved by the Board of Directors in 2019 concern:

  • The financing of the Company by the Borealis Group;
  • The termination of the distribution contract between Rosier S.A. and Borealis L.A.T;
  • The termination of the distribution agreement between Rosier Nederland B.V. and Borealis L.A.T;
  • The termination of the distribution agreement between Rosier France S.A.S.U. and Borealis L.A.T;
  • The termination of the service contract between Rosier S.A. and Borealis L.A.T;
  • The termination of the service contract between Rosier Nederland B.V. and Borealis L.A.T;
  • The termination of the service contract between Rosier France S.A.S.U. and Borealis L.A.T;
  • The termination of the agency contract between Rosier S.A. and Borealis L.A.T;
  • The conclusion of a clientele transfer agreement between Borealis L.A.T and Rosier S.A. ;
  • The conclusion of a service agreement of Borealis L.A.T with Rosier S.A.;
  • The conclusion of a Borealis L.A.T brand use agreement with Rosier S.A.;
  • The conclusion of a price adjustment contract.

 

 

The Committee of Independent Directors and the Board of Directors concluded that the transactions referred to article 7:97 were not likely to cause manifestly abusive damage or harm to the Company.

 

 

  1. Shareholder structure

 

At 31 December 2019, the position of declared shareholders holding more than 2% of the capital was as follows:

 

  1. Main characteristics of the internal control and risk management systems

    The Board of Directors and Management believe that internal control and risk management must be an integral part of Rosier's day to day operations.

     

The Board of Directors monitors the proper functioning of the internal control and risk management systems through the Audit Committee and the Independent Directors Committee.
 

In this context, these Committees are based on information provided by the Management, internal audit and external auditor.

 

An audit on the internal control system was carried out by the Borealis Group in August 2017. The conclusions and recommendations of this audit were examined in detail by Management, the Audit Committee and the Statutory Auditor.


Management has defined an improved internal control system based on the description of the flows for which each manager has committed to implementing continuous improvements (Internal Control Standards). This system began to be put in place during the course of 2018; it ensures that the objectives in terms of the reliability of financial information, compliance with laws and regulations and the establishment of internal control processes are achieved (points 5.1 and 5.3 developed below); it was updated in 2019.
 

This internal control system complements the integrated management system put in place and revised every three years (ISO 9001:2015).

 

Rosier applies the three-lines-of-defence model to achieve its risk management objectives:
 

First line of defence

Operational management, which is responsible for maintaining effective internal controls and performing risk control procedures on a daily basis.

 

Second line of defence

The risk management function under the responsibility of the CEO ensures that the first line of defence performs its mission effectively (point 5.2 developed below).
 

Third line of defence

The external audit of the Rosier Group, which certifies the consolidated financial statements and issues recommendations on risk management and internal control.

 

In addition, the Audit Committee oversees the effectiveness of the internal control and risk management systems.

The Audit Committee reports to the Board of Directors on its findings.

 

The internal control and risk management guidelines adopted by Rosier include the elements set out below.

 

    1.  Internal control environment
       

Management is continuing to improve the formalised internal control system, contributing to the control of activities, the effectiveness of operations and the efficient use of resources to achieve the objectives set.

 

Management has shared its ethical values and the respect for the principles arising from them with all Rosier staff, through the continuous dissemination of Borealis' ethics policy and continuous e-learning training. These ethical values and compliance with them are the cornerstones of the internal control system.

The powers granted to the Managing Director are set out in an Authority Schedule in accordance with the Articles of Association and the Companies Code.

The Audit Committee has issued its internal rules and regulations, which have been approved by the Board of Directors; the functioning of the Committee and its rules and regulations are assessed annually. After assessment, no changes were applied in 2019.

 

All operational functions are described as well as the skills necessary for their proper execution; staff has access to this information. An annual assessment makes it possible to verify their suitability.

 

 

5.2. Risk management
 

Rosier’s risk management is a process for identifying, assessing and managing business risks with the aim of minimising the impact of such risks on the ability to achieve objectives and create shareholder value.

 

The risk management policy was updated in 2019 under the responsibility of the CEO.
This risk mapping ensures that the Company regularly identifies, assesses, monitors and implements appropriate actions to minimise the effects of these risks.

All risks are periodically reviewed and assessed.

 

The risk register thus created comprises three levels:
 

  • Strategic risks: risks that may affect the strategy and reputation of the company.
     
  • Tactical risks: risks identified as part of requirements or compliance. These risks relate primarily to processes or control deficiencies.
     
  • Operational risks: risks that may affect the effectiveness of the company’s day-to-day operations. Operational risks generally relate to short-term events with an impact in areas such as finance, production, project management and IT.
     

 Operational risks have been classified into 4 categories:
 

      • Financial risks: foreign exchange, interest rate, liquidity, credit, insurance and commodity price risks.
         
      • Prevention of risks at production level: proactive management of risk prevention in terms of production, hygiene, safety and the environment, availability and quality of installations.
         
      • Project management: events affecting the scope, schedule and budget of a project.
         
      • IT risks: events affecting the information and technology used to process, store and transfer information (availability, integrity, confidentiality and security of data).

 

   The main risks identified during this exercise are listed below:
 

    • Risks that sales of fertilisers will not reach the targets set (pellets, liquids and powders);
    • Risks of shortage of strategic raw materials;
    • Risks related to production tools (technical problems);
    • Risks related to product quality;
    • Risks associated with the release of hazardous products and product decomposition;
    • Risks of legislative change (environmental requirements, transport, hazardous products, etc.);
    • Risks associated with non-compliance with regulations in the financial and legal fields (tax audits, FSMA audit, legal proceedings, etc.);
    • Financial risks (exchange rate, interest rate, doubtful debts);
    • Organisational risks (related to skills and personnel knowledge);
    • IT risks.

 

Action plans to minimise the effects of risks have been defined and are monitored quarterly by the Management Board.

 

 

5.3 Control activities

 

The control activities are carried out periodically.

At monthly meetings, Management analyses the various management indicators.

 

The monthly activity report is sent to Management and the members of the Board of Directors.

 

The CEO reports to each Board of Directors on the Company’s situation (Health, Safety, Environment and business).


 

5.4 Information and communication


The Company complies with its legal obligations to disclose financial information, in particular through its website www.rosier.eu.

 

Communication tools are made available to staff. The information is disseminated via the Borealis Group and Rosier Group intranet and continuously on the screens available on the Group's various sites.

 

The information system is regularly updated to meet the reliability, availability and relevance requirements of information.
 

 

  1. Remuneration report
     
    1. Remuneration of non-executive directors

 

In accordance with Article 20 of the articles of association, non-executive directors do not receive remuneration, except for independent directors who receive directors’ fees for their actual participation in meetings of the Board of Directors, the Audit Committee, the Appointment and Remuneration Committee and the Committee of independent directors.

 

Following the resolutions of the General Meeting of Shareholders of 19 June 2014, the amount of directors’ fees allocated to independent directors is set as follows:

 

  • €1,500 for attending a meeting of the Board of Directors
  • €900 for attendance at a meeting of Committees set up by the Board of Directors, i.e. currently the Audit Committee, the Appointment and Remuneration Committee and the Committee of Independent Directors.


The directors’ fees paid to the independent directors in 2019 and 2018 are as follows:
 

  

2019

 

2018

     

BVBA ANBA,
represented by Mrs

 

 

 

 

 Anne Marie BAEYAERT

 

€27,300

 

€24,600

Mrs Hilde WAMPERS

 

€25,500

 

€21,900

Exploration BVBA , represented by Mrs Dina DE HAECK

 

€19,500

 

€18,300

     

Total

 

€72,300

 

€64,800

 

 

Apart from attendance fees, independent directors are reimbursed for their travel and accommodation expenses incurred in the performance of their duties on the Board of Directors or the various Committees.

 

    1. Compensation of the executive director
       

As of 12 November 2014, the executive director (CEO) is an employee of Borealis; he holds this position alongside that of Chairman of the Board of Directors.

His services are invoiced by Borealis to the Company under a service agreement which was approved by the Board of Directors on 11 February 2015, after receiving a positive opinion from the Appointment and Remuneration Committee and the Committee of Independent Directors.
 

    1. Remuneration of the Management Committee 

 

As at 31 December 2019, the Rosier Group Executive Committee was comprised of seven members, as in 2018: three members are employees of Rosier S.A., three members are employees of Rosier Nederland B.V. and one member is an employee of Borealis seconded to Rosier.
 

The remuneration of employees of the Rosier Group is set by the CEO following the opinion of the Appointment and Remuneration Committee; it consists of a fixed and a variable component. The variable portion is linked to the achievement of annual collective (Group financial results, safety) and individual objectives. For the three Rosier S.A. employees, half of the variable portion is liquidated by a payment the following year and half by a specific insurance contract.

           
   Remuneration Number of people  Remuneration Number of people  
EUR thousands  2019  2018  
           
Executive director - CEO         
Service provision agreement - Borealis290 1 290 1 
           
Management committee members        
Employees of  Rosier Group :  6   6 
 - Fixed part 688   648   
 - Variable part58   62   
 - Other advantages221   211   
           
Service provision agreement - Borealis  235 1 235 1 
           

 

 

 

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