Investor relations

Corporate Governance

The Board of Directors

RESILUX NV is a company that has been incorporated in 1992 by the Family De Cuyper.
The RESILUX Board of Directors has six members:

• Alex De Cuyper, Chairman and non-executive director
• Dirk De Cuyper, Managing Director
• Peter De Cuyper, Managing Director
• LVW INT. BVBA, represented by Dirk Lannoo, non-executive and independent director
• Guido Vanherpe BVBA, represented by Guido Vanherpe, non-executive and independent director
• FVDH Beheer BVBA, represented by Francis Vanderhoydonck, non-executive and independent director

Alex De Cuyper

In 1961, Alex De Cuyper set up Thovadec Plastics NV, an injection moulding company of which he was a director until 1988. From 1974 to 1994, he was a judge in commercial cases at Ghent Commercial Court. After having been Chief Executive Officer of RESILUX NV for several years, Alex De Cuyper now chairs the Board of Directors of RESILUX NV and also is director in various other companies.

Dirk De Cuyper

Having obtained marketing, distribution and technical qualifications, Dirk De Cuyper worked for Netstal Maschinen AG, a producer of industrial machinery including machines for making PET preforms, amongst others as subcontractor in sales and services for the PET department. As Chief Executive Officer and Managing Director of RESILUX NV, Dirk De Cuyper now is responsible for the daily management of RESILUX NV.

Peter De Cuyper

Peter De Cuyper is Master of Law and Bachelor of Economic Law. After having worked as an in house lawyer for an insurance company in 1992, he joined RESILUX NV in January 1993. Since 2002, Peter De Cuyper is Managing Director of RESILUX NV. He focuses on further developing the different business units.

Dirk Lannoo

Dirk Lannoo, representative of LVW INT. BVBA, is Master of Law. He started his career at General Motors and joined Katoen Natie in 1986. Today, he is Vice Chairman of Katoen Natie. He also is director of Punch International, the printing and publishing group Lannoo, Febiac and The Flemish Institute for Logistics. In 2006, Dirk Lannoo joined the Board of Directors of RESILUX NV as independent director.

Guido Vanherpe

Guido Vanherpe, representative of Guido Vanherpe BVBA, is Master of Economic Sciences and Master of Business Administration. He started his career at Proctor & Gamble Belgium. After having worked from 1989 to 1993 at Unilever Belgium (Sales & Marketing Manager Chilled Foods Division), he joined La Lorraine Bakery Group (Sales & Marketing Manager). As of 1995, he is CEO of La Lorraine Bakery Group. Guido Vanherpe is also CEO of Vanobake Baking & Milling Group (holding company), independent director of Country Chef NV (ready-to-eat meals) and member of the board of Sint-Barbara College (Ghent high school). Moreover, he is president of the board of A.I.B.I. (international federation of industrial bakeries) and member of the board of FGBB (Belgian federation of industrial bakeries) and FEVIA (Belgian federation of food industry). In 2007, Guido Vanherpe joined the Board of Directors of RESILUX NV as independent director.

Francis Vanderhoydonck

Francis Vanderhoydonck, representative of FVDH Beheer BVBA, is Master of Law and Economic Sciences and obtained an MBA from New York University. From 1986 to 1998, he worked at Generale Bank, where he held a number of positions in the investment banking department. From 1995 to 1998, he was responsible for this department. Now, he works with Maple Finance Group, which is specialized in the management of private equity investment funds and corporate finance. He also is director in a number of companies.

Directors Alex De Cuyper, Dirk De Cuyper and Peter De Cuyper represent the major shareholder of RESILUX NV, the Dutch foundation Tridec, which currently holds 46.51% of the shares. Tridec has the statutory right to nominate four directors as long as it holds at least 35% of the shares of RESILUX NV.

For further information regarding the Board of Directors of RESILUX NV, please see:

• The Corporate Governance Charter, Annex 1: "The Internal Regulations of the Board of Directors"
• The Annual Reports, Chapter "Corporate Governance Declaration".

The Committees set up by the Board of Directors

Three committees have been set up by the Board of Directors of RESILUX NV: an Audit Committee, a Remuneration and Appointment Committee and an Executive Committee.

The Audit Committee

The Audit Committee was set up in 2005 within the Board of Directors of RESILUX NV. It has three members:

• LVW INT. BVBA, represented by Dirk Lannoo, independent director
• Guido Vanherpe BVBA represented by Guido Vanherpe, independent director
• FVDH Beheer BVBA, represented by Francis Vanderhoydonck, independent director

For further information regarding the Audit Committee of RESILUX NV, please see:

• The Corporate Governance Charter, Annex 4: "The Internal Regulations of the Audit Committee"
• The Annual Reports, Chapter "Corporate Governance Declaration".

The Remuneration and Appointment Committee

The Remuneration and Appointment Committee was set up in 2005 within the Board of Directors of RESILUX NV. It has three members:

• Alex De Cuyper, non-executive director
• LVW INT. BVBA, represented by Dirk Lannoo, independent director
• FVDH Beheer BVBA, represented by Francis Vanderhoydonck, independent director

For further information regarding the Remuneration and Appointment Committee of RESILUX NV, please see:

• The Corporate Governance Charter, Annex 5: "The Internal Regulations of the Remuneration and Appointment Committee"
• The Annual Reports, Chapter "Corporate Governance Declaration".

The Executive Committee

The Executive Committee has been set up by the Board of Directors of RESILUX NV to implement its decisions and to manage the company, the latter without prejudice to the Managing Directors' competence in the field of daily management.
As from June 1, 2010 the Executive Committee of RESILUX NV has 7 members:

• Dirk De Cuyper, Managing Director
• Peter De Cuyper, Managing Director
• Philippe Blonda, Head Sales and Marketing
• William Dierickx, Head Technical Department
• Ivan Dierickx, Head Production
• Peter Mommerency, Group Controller
• Annelies Goos, Head Legal

William Dierickx and Ivan Dierickx

William and Ivan Dierickx are two technicians with many years of extensive experience in injection moulding production. From 1978 to 1990, they worked for Thovadec Plastics NV, an injection moulding company owned by the Family De Cuyper. After having worked for Plastimat NV, a PET company, they started up the operational activities at RESILUX. Now, Ivan Dierickx is responsible for all production related matters at RESILUX. William Dierickx is head of the technical department and is strongly involved in the RESILUX R&D activities.

Philippe Blonda

Philippe Blonda is Industrial Engineer, who accomplished his studies with a master Business Economics (KUL) and an MBA (University of Limburg). As from 1991, Philippe Blonda acquired expertise in the PET packaging industry through the performance on European level of technical commercial positions in his capacity of Sales Manager, Marketing Manager, Director New Product Development at Johnson Controls Plastics, Schmalbach Lubeca. From 2005 until 2008, he was General Manager of Retal France (former Sodripack NV). Philippe Blonda joined RESILUX on January 1, 2009 and operates as from January 1, 2010 in his capacity of Marketing and Sales Director RESILUX Group.

Peter Mommerency

Peter Mommerency obtained a Master in Applied Economic Sciences, with a special Master in Accountancy. He started his career in 1988 at the audit department of PriceWaterhouseCoopers. From 1992 until 2003, he worked as Financial Controller in Belgium and Scandinavia for the pharmaceutical group Nycomed. In 2004 he joined RESILUX as Group Controller.

Annelies Goos

Annelies Goos obtained a Master in Law (FUNDP Namur, KUL Leuven, University of Heidelberg), with a special Master in Tax Law (KUL). From August 1997 until October 2003, she worked for KPMG and Deloitte as a tax consultant in an international environment. In October 2003, she joined the legal department of RESILUX Group.

For further information regarding the Executive Committee of RESILUX NV, please see:

• The Corporate Governance Charter, Annex 6: "The Internal Regulations of the Executive Committee"
• The Annual Reports, Chapter "Corporate Governance Declaration".

The Auditor

On May 21, 2010 Baker Tilly JWB Bedrijfsrevisoren BVBA, Collegebaan 2d, 9090 Melle, represented by Mr Willem Waterloos and Mr. Jan Smits, has been appointed Auditor of RESILUX NV.
This mandate ends on the Ordinary General Meeting of Shareholders of 2013.

The Articles of Association, the Corporate Governance Charter and other public information regarding Corporate Governance

This section includes:

• The Articles of Association of RESILUX NV (most recent coordination)
• The Corporate Governance Charter of RESILUX NV (most recent version)
• All other public information regarding Corporate Governance

For the Articles of Association of RESILUX NV, please see the attached PDF-file:

NL		Articles of Association
EN		Articles of Association Coordination dated May 20, 2011

In execution of the Belgian Corporate Governance Code, the Board of Directors of RESILUX NV drafted and approved a Corporate Governance Charter.

For the Corporate Governance Charter of RESILUX NV, please see the attached PDF-file:

NL		Corporate Governance Charter
EN		Corporate Governance Charter Version dated August 23, 2011