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Investor Relations
Corporate Governance
 The
Board of Directors is the highest management authority
within the company. In addition to its decision-making
duties, the Board is charged with the responsibility to
exercise full and effective control over the company.
The Board must therefore meet at least six times a year
and on as many other occasions as the group's interests
require. Without prejudice to its statutory duties, the
Board of Directors is responsible for defining the group’s
strategic objectives and establishing general policy on
the basis of proposals submitted by the management. It
is also the Board of Directors’ responsibility to
supervise the implementation of the policy and the control
of the company and to prepare the annual accounts for
the shareholders.
The General Meeting can dismiss each Director at all
times. Directors who retire or have retired can be reappointed.
Each Board member can resign by written notification to
the Board of Directors. There must be a minimum of two
independent directors.
Working of the board of directors
Items on the agenda include the approval of financial
data such as the Group Operating Reports and Management
Accounts, sales figures, monthly reporting and budget
monitoring, monitoring of subsidiaries, consolidated results,
review and appraisal of strategic directions, acquisitions
and evalutation of investments. The Board of Directors can only
deliberate and come to a decision if the majority of its
members, including at least one independent director,
attend the meeting or is represented. When the first meeting
fails to reach the requested quorum of Board members,
the
Board of Directors is able to legally deliberate and come
to a decision during a following meeting with the same
agenda, irrespective of whether the requested quorum of
Board members is reached. In the event of a tie, the director
who chairs the meeting gives the casting vote. The daily
management must provide the Board of Directors on a monthly
basis Group Operating Reports and Management Accounts,
sales statistics and an intermediary financial report
(profit-and-loss account and balance sheet) and on a quarterly
basis: a complete intermediary financial report (profit-and-loss
account, balance sheet, detailed budget monitoring, ratio
analysis), which is made public to the general shareholders
and public. In addition, information provided to the Board
must include regular exposure of current acquisition files.
Each director may ask approval to seek independent professional
advice at the Company’s expense at any time.
Committees formed by the Board of Directors
Audit Committee
The audit committee has the task of reporting to and advising the board of directors. The audit committee supervises the company's accounting operations and financial reporting. It verifies that there are sufficient internal controls and, in collaboration with the statutory auditors, it inquires into accountancy issues, including the assessment. It meets at least twice per year in order to discuss the half-year statement and the drafts of the annual accounts and of the consolidated annual accounts.
Remuneration Committee
The remuneration committee is made up of executive and non-executive directors. In line with the statutes, at least one member must be an independent director. One of the responsibilities of the remuneration committee is to ensure that the members of the staff are remunerated fairly and appropriately in relation to their contribution to the performance and prosperity of the company. At the same time, the committee makes recommendations to the board of directors. The board of directors can assign certain tasks to the remuneration committee.
Daily management
Mr. Huub Baren has been appointed executive director
for daily management. In addition, there is a management
committee, which is composed of the executive director,
the financial administrative director, the commercial
directors and the production and operations directors.
The management committee meets monthly and its responsibilities
include the preparation of the meetings of the Board of
Directors and the supervision of daily management.
Policy concerning appropriation
In the past, the company did not pursue any strictly
defined dividend policy. IPTE wants to conserve cash resources
and remain flexible enough to be able to take advantage
of internal and external expansion opportunities. Accordingly,
no dividend will be paid for the 2002 financial year.
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