The Board of Directors of smartphoto group NV is composed as follows:
Mr Philippe Vlerick – Chairman
Acortis BV, permanently represented by Mr Stef De corte – Managing Director
Pallanza Invest BV, permanently represented by Mr Geert Vanderstappen – Director
Fovea BV, permanently represented by Mrs Katya Degrieck – Director
Mr Hans Van Rijckeghem – Director
Alychlo NV, permanently represented by Mr Marc Coucke – Director
Mrs Alexandra Leunen – Director
BRIEF BIOGRAPHY OF THE MEMBERS OF THE BOARD OF DIRECTORS
Philippe Vlerick
Chairman, non-executive director
Office address: Vlerick Group, Doorniksewijk 49, 8500 Kortrijk, Belgium
Holder of several degrees from domestic and foreign universities (philosophy, law, management, business administration).
Extensive experience as a director and manager in numerous companies, of which several in the financial and industrial sector.
Active in sector federations and interest groups of the corporate world (VBO, Voka, etc.).
Non-executive director at the Company since 1995. Vice Chairman from November 28, 2005 to 2017. Chairman since May 10, 2017, also Chairman of the Nomination Committee and the Remuneration Committee.
His current mandate as director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Current directorships at other companies:
• BIC Carpets NV (chairman),
• UCO NV (chairman, managing director),
• Raymond Uco Denim Private Limited (chairman),
• Exmar NV (director),
• KBC Groep (vice-chairman),
• Besix NV (chairman),
• BMT NV (director),
• Vlerick Business School (director),
• LVD Company NV (director),
• Pentahold NV (chairman),
• Concordia Textiles NV (director),
• Oxurion NV (director),
• Festival van Vlaanderen (chairman),
• Mediahuis (director).
In addition, Mr Philippe Vlerick is a director of various family companies. Mr Philippe Vlerick has no family ties with other members of the Company’s administrative, management or supervisory bodies.
Mr Philippe Vlerick is the main shareholder of the companies that have joined forces in the Consortium Midelco NV, which holds 701 195 shares (17.79%) of smartphoto group NV, of which 3 607 shares are held by Mr Philippe Vlerick personally.
Mr Philippe Vlerick does not hold any stock options of smartphoto group NV and does not hold any registered shares of the Company.
There is no agreement between the Company or its affiliates and Mr Philippe Vlerick, which provides for any benefit upon termination of the mandate.
Stef De corte,
permanent representative of ACORTIS BV,
Managing Director, CEO
Office address: smartphoto group NV, Kwatrechtsteenweg 160, 9230 Wetteren, Belgium
Civil engineer. Active within the group since 1999, initially as Finance & Administration Manager, then director of the Wholesale division which then had 18 labs in Europe, later as Chief Financial Officer and since December 2005 as Managing Director of smartphoto.
At the General Meeting of May 12, 2010, Mr Stef De corte was appointed director and on June 7, 2012 as managing director of smartphoto group NV. As of November 14, 2017, Acortis BV, represented by its permanent representative Mr Stef De corte, was appointed as managing director.
Previously active in various consultancy functions in the field of production, logistics and general business management at Bekaert-Stanwick and ABB Service.
His current mandate as managing director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Current directorships at other companies:
• Roxette Photo NV (director),
• Daddy Kate NV (chairman).
Mr Stef De corte has no family ties with other members of the Company’s executive, management or supervisory bodies.
Mr Stef De corte does not hold any personally registered shares in the Company. Acortis BV, represented by its permanent representative Mr De corte, holds 5 250 shares.
Acortis BV and Mr Stef De corte do not hold any stock options of smartphoto group NV.
There is an agreement that – only upon termination of the mandate at the request of the Company – provides for financial compensation of twelve months.
Geert Vanderstappen,
permanent representative of PALLANZA INVEST BV
Non-executive director
Office address: Pentahold NV, Molenberg 44, 1790 Affligem, Belgium
Civil engineer. Acted as Chief Financial Officer at the Company between 1993 and 1999, which is more than five years ago. As a partner at Pentahold NV and Buy-Out Fund CVA, Mr Vanderstappen has solid financial expertise.
Non-executive director since November 28, 2005.
Director and Chairman of the Audit Committee. Mr Geert Vanderstappen has the necessary expertise in the field of accounting and auditing in the sense of Article 7:99, §2 of the Belgian Companies and Associations Code.
The current mandate of Pallanza Invest BV, represented by its permanent representative Mr Geert Vanderstappen, as director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Current directorships at other companies:
• Kinepolis NV,
• Garden Vision (Oh’green) NV,
• Pentahold NV,
• Advipro Groep,
• Optimum Sorting Groep.
Mr Geert Vanderstappen has no family ties with other members of the Company’s executive, management or supervisory bodies. Pallanza Invest BV and Mr Geert Vanderstappen do not hold any registered shares in smartphoto group NV, do not hold any stock options, and do not have any other business links with the group.
There is no agreement between the Company or its affiliated companies and Mr Geert Vanderstappen, which provides for any benefit upon termination of the mandate.
Katya Degrieck,
permanent representative of FOVEA BV,
Non-executive director
Commercial Engineer. MBA.
Started as a management consultant at Andersen Consulting and has been active in the media world for 25 years: including managing director of ECI (daughter of Bertelsmann), Corporate Director & Business Development manager of Corelio, member of the Executive Committee of Corelio NV (later Mediahuis NV), and director of various media companies of the Corelio and/or Mediahuis holdings, and the Arkafund venture capital fund.
Today active at Google as Head of Large Publishers in Northern Europe.
Current directorships at other companies:
• Director at Lannoo Group, one of the biggest book publishers of the Benelux.
• Non-executive, independent director at UPG (Unified Post Group) as from September 8, 2020. Listed company.
Member of the Remuneration Committee and the M&A Committee.
• Member of the International Advisory Board IconicHouses.org, a global platform and network for house musea.
Non-executive, independent director since May 8, 2013.
Member of the Remuneration Committee and the Audit Committee since May 10, 2017. Mrs Katya Degrieck complies with the independence criteria in accordance with principle 5.3 of the Belgian Corporate Governance Code 2020, referred to in Article 7:87 of the Belgian Companies and Associations Code.
The mandate of Fovea BV, represented by its permanent representative Mrs Katya Degrieck, as director of the Company, continues until the Annual General Meeting of Shareholders in 2023.
Mrs Katya Degrieck has no family ties with other members of the Company’s administrative, management or supervisory bodies. Fovea BV and Mrs Katya Degrieck do not hold any registered shares in smartphoto group NV, do not hold any stock options of the Company, and do not have any other
business links with the group.
There is no agreement between the Company or its affiliates and Mrs Katya Degrieck, which provides for any benefit upon termination of the mandate.
Hans Van Rijckeghem
Non-executive director
Office address: Locofin BV – Bunder 4 – 9080 Lochristi, Belgium.
Licentiate in Commercial and Financial Sciences (VLEKHO – Brussels), PUB (Vlerick Business School – Ghent).
Since 2010 managing director of Shopinvest NV, Nr4 NV and various associated real estate companies. Also director at Concordia Textiles NV.
Mr Van Rijckeghem started his career in 1993 at KBC Bank NV. He then worked for ten years at the independent service provider Lessius Corporate Finance (partner until 2009). Also active as chairman-director of VZW Karus, psychiatric centre in Melle and Ghent.
Non-executive director and member of the Nomination Committee and the Audit Committee at the Company since May 10, 2017. Mr Hans Van Rijckeghem has the necessary expertise in the field of accounting and auditing in the sense of Article 7:99, §2 of the Belgian Companies and Associations Code.
His current mandate as director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Mr Hans Van Rijckeghem has no family ties with other members of the Company’s executive, management or supervisory bodies. Mr Hans Van Rijckeghem is managing director of Shopinvest NV, which holds 719 000 shares (18.24%) of smartphoto group NV.
Mr Hans Van Rijckeghem does not hold any registered shares in smartphoto group NV, does not hold any stock options of the Company, and does not have any other business links with the group.
There is no agreement between the Company or its affiliated companies and Mr Hans Van Rijckeghem, which provides for any benefit upon termination of the mandate.
Marc Coucke,
permanent representative of ALYCHLO NV,
non-executive director
Master in Pharmaceutical Sciences (UGent) followed by Postgraduate Business Management (MBA Vlerick Business School – Ghent).
Founder and former CEO of Omega Pharma. After its sale, Mr Marc Coucke invested through Alychlo NV in various listed and unlisted companies.
Current most important directorships at other companies:
- Fagron NV (director);
- Animalcare Group Plc. (director).
Non-executive director and member of the Nomination Committee at the Company since May 10, 2017.
His current mandate as director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Mr Marc Coucke has no family ties with other members of the Company’s administrative, management or supervisory bodies.
Mr Marc Coucke is the main shareholder of Alychlo NV, which is the holder of 625,557 shares (15.87%) in smartphoto group NV. In addition, Mr Marc Coucke holds 900 shares (0.02%) of smartphoto group NV personally.
Alychlo NV and Mr Marc Coucke do not hold any registered shares in smartphoto group NV, do not hold any stock options of the Company, and do not have any other business links with the group.
There is no agreement between the Company or its affiliated companies and Mr Marc Coucke, which provides for any benefit upon termination of the mandate.
Alexandra Leunen,
non executive director
Office address: Van Hamméestraat 41 – 1030 Brussels, Belgium.
UX Design & Research Certificate (ULB), Digital Transformation Program «Take the Lead», Digital Disruption (Vlerick Business School), Graduate Marketing (EPHEC). Graduate International Advertising Association (IAA).
Head of Digital & Customer Experience at STIB/MIVB.
Previously active as a Freelance Consultant (Patada Consult) in various companies in the field of marketing, communication and digitisation. Founder and Managing Partner of Lemon Crush BV, sold in 2013. Active in ‘Woman on board’ and ‘Entrepreneurs WE’.
Current directorships at other companies:
• Ascencio CVA (director);
• Universum NV (director).
Non-executive, independent director and member of the Remuneration Committee since May 10, 2017. Mrs Alexandra Leunen fulfills the independence criteria in accordance with principle 5.3 of the Belgian Corporate Governance Code 2020, referred to in Article 7:87 of the Belgian Companies and Associations Code.
Mrs Alexandra Leunen’s mandate, as director of the Company, continues until the Annual General Meeting of Shareholders in 2023.
Mrs Alexandra Leunen has no family ties with other members of the Company’s administrative, management or supervisory bodies. Mrs Alexandra Leunen does not hold any registered shares or stock options in smartphoto group NV, nor does she have any other business links with the group.
There is no agreement between the Company or its affiliates and Mrs Alexandra Leunen, which provides for any benefit upon termination of the mandate.