Nomination Committee

Board of Management and executive succession

During 2022, the Nomination Committee recommended the reappointment of Maarten de Vries as member of the Board of Management and CFO for consideration by shareholders at the AGM of April 22, 2022.

With Thierry Vanlancker’s second term as CEO coming to an end at the AGM in 2023, a thorough internal and external search was initiated. After meeting several reputable executive search firms, a firm was selected, and various meetings were held to discuss and agree on the profile and the search process. The Supervisory Board was looking for an experienced CEO with B2B knowledge who played a pivotal role in listed companies and with global experience. A diverse range of candidates, including internal candidates, was considered. Following extensive review, the long list of candidates was shortened and several interviews were held by the Nomination Committee and the other members of the Supervisory Board.

Upon completion of these interviews, the Nomination Committee felt that Greg Poux-Guillaume was the best candidate for the role and made its recommendation. After discussion, the Supervisory Board supported the recommendation to nominate Greg Poux-Guillaume as a member of the Board of Management for consideration by shareholders at the EGM held on September 6, 2022.

Furthermore, the Nomination Committee was consulted and gave its advice regarding executive succession planning, talent management and the company’s diversity ambitions.

Supervisory Board succession

During 2022, the Nomination Committee continued to discuss the size, structure and composition of the Supervisory Board. A thorough external search was conducted, taking into account the Supervisory Board’s skills matrix, profile, Diversity Policy and succession plan. The process was supported by an independent and renowned search firm. A list of candidates was presented for consideration. Following review, the list was shortened, and several candidates were interviewed by the Nomination Committee and other members of the Supervisory Board. Upon completion of these interviews, the Nomination Committee made its recommendation.

After discussion, the Supervisory Board supported the recommendation to nominate Ester Baiget and Hans Van Bylen for appointment as additional members of the Supervisory Board. The Nomination Committee further recommended the reappointments of Nils Smedegaard Andersen and Byron Grote as members of the Supervisory Board. Upon the appointment of the two new members at the AGM held on April 22, 2022, the number of Supervisory Board members was increased to eight. With Nils Smedegaard Andersen stepping down after the 2023 AGM, the Nomination Committee further recommended the nomination of Ben Noteboom as member of the Supervisory Board as per the 2023 AGM, with the intention to subsequently elect him as Chair. A thorough search and selection process, led by Deputy Chair Byron Grote, was conducted with the assistance of an independent and renowned search firm. Nils Smedegaard Andersen did not take part in the deliberation and decision-making regarding his succession. Byron Grote, as Deputy Chair, acted as Chair during these meetings. The Supervisory Board has updated its skills matrix, as shown below. It contains full details of the current Supervisory Board composition. The schedule of Supervisory Board succession and the profiles of the Supervisory Board members can also be found on our website.

Nomination Committee activities 2022

Q1

• Supervisory Board succession planning
• Review (re)appointment scheme
• Board of Management and Executive Committee succession planning and talent management

Q2, Q3 and Q4

• Supervisory Board succession planning
• Update skills matrix
• CEO succession
• Board of Management and Executive Committee succession planning and talent management
• Review (re)appointment scheme