Corporate Governance

Corporate Governance is an integral part of how the Group chooses to do business. The desire to pursue best practices is embedded in the Group’s corporate philosophy and policies.

Organisational structure

B&S Group was incorporated on December 13, 2007 as a private limited liability company, under the laws of the Grand Duchy of Luxembourg and is domiciled in Mensdorf, Luxembourg. The Company has been converted into a public limited liability company on March 8, 2018.

It operates a two-tier board structure, managed by an Executive Board comprising four members and supervised by a Supervisory Board comprising five members.

Executive Board

The Executive board is responsible for the Group’s day-today management, its strategy and the advocacy of the general stakeholders’ interests.

Overview

Supervisory Board

The main function of the Supervisory board is to offer the Executive board general advice for achieving its business goals and corporate strategy.

Overview

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General meeting

 

At least once a year, B&S Group convenes a shareholder meeting (Annual General Meeting). Other General meetings may at any time be convened by the Executive Board, the Supervisory Board or statutory auditors. Meetings can also be convened at the written request of shareholders jointly representing  at least 10% of the voting rights in the General Meeting.

 

General meetings overview

Principles & Policies

The corporate governance of the Group is determined by Luxembourg Law, the Articles of Association and – as these are underwritten by the Group – by the regulations of the Dutch Corporate Governance Code (the ‘Code’). Although the company is organised under the laws of the Grand Duchy of Luxembourg, and as such not subject to the Code, we acknowledge the importance of good governance and are committed to comply with the principles as set out in the Code. Considering our interests and the interest of our shareholders we deviate from a limited number of best practice provisions of the Code.

Articles of Association

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Deviations from the Code

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