Board of Directors and Committees
SOLE Manager
Ascencio is established in the form of a public limited company, whose sole manager, is the public limited company Ascencio Management.
The public limited company Ascencio Management is wholly owned by Carl, Eric and John Mestdagh.
Board of Directors
The Board of Directors of the sole manager of Ascencio Plc is composed of at least three directors, at least three of whom must be independent in the meaning of Article 7:87 §1 of the Companies and Associations Code and of Article 3.5 of the Code 2020.
The directors are appointed for a term of four years and may be re-elected.
The directors are :
- Carl Mestdagh, Chairman of the Board of Directors, non-executive
- Serge Fautré, Vice-Chairman
- Vincent H. Querton, CEO, executive
- Olivier Beguin, non-executive Director
- Jean-Louis Watrice, independent non-executive Director
- Laurence Deklerck, independent non-executive Director
- Patrick Tacq, independent non-executive Director
- Stéphanie Boniface, independent non-executive Director
- Alexandra Leunen, independent non-executive Director
- Gérard Lavinay, independent non-executive Director
Specialised committees of the Board of Directors
The Board of Directors of the sole manager has set up three specialised committees.
Ascencio has set up an audit commission and a nomination and remuneration commission, in accordance with article 7:87 §1 of the Companies and Associations Code and article 3.5 of the 2020 Code.
In accordance with its Corporate Governance Charter, Ascencio has created an Investment Committee.
Audit Committee
Composition :
The Audit Committee is composed of two non-executive Directors:
- Laurence Deklerck
- Jean-Louis Watrice
- Olivier Beguin
Two of them are independent Directors and have the qualities and skills required in the field of auditing and accounting.
Role:
- to monitor the process of drawing up the financial information;
- to monitor the efficacy of the company’s internal control and risk management systems;
- to oversee the legal control of the annual financial statements and the consolidated financial statements, and to follow up on questions and recommendations made by the Statutory Auditor;
- to examine and monitor the independence of the Statutory Auditor, particularly as regards the provision of additional services to the company.
The Audit Committee meets at least four times a year, at each quarterly closing, after which it reports to the Board of Directors of the sole manager.
Download the Audit Committee’s internal regulations.
Nomination and remuneration committee
Composition :
The Nomination and Remuneration Committee is composed of three non-executive Directors:
- Carl Mestdagh
- Laurence Deklerck
- Partick Tacq
Role:
- Advice and assistance to the board of directors of the sole manager
- Assists and reports to the Board of Directors in all matters relating to the nomination and remuneration of the Company’s Directors, CEO, executive managers and, where applicable, members of management.
The Nomination and Remuneration Committee meets whenever it considers it necessary in order to perform its responsibilities, and in principle at least twice a year. It performs its duties under the supervision and responsibility of the Board of Directors of the sole manager.
Download
the Nomination and Remuneration Committee’s internal regulations.
Investment committee
The investment committee was created by a decision of the Board of Directors dated 26 November 2015.
Composition :
- The Chairman of the Board of Directors (Carl Mestdagh),
- Three non-executive directors (Patrick Tacq, Stéphanie Boniface and Olivier Beguin),
- The members of the executive committee.
The Investment Committee may also invite anyone whose presence it considers useful to its meetings.
Role :
The investment committee is an advisory committee whose mission is to advise the Board of Directors on investment files that are submitted to the Board of Directors.
The aim in creating the Investment Committee was to accelerate the Company’s decision making process as regards investment and divestment proposals.
The investment committee meets as often as necessary to perform its duties.
The Investment Committee performs its duties under the supervision and responsibility of the Board of Directors and in strict compliance with the rules of good corporate governance laid down in the Ascencio Charter.
Effective managers
Composition :
- Vincent H. Querton (Chief Executive Officer)
- Cédric Biquet (Chief Financial Officer)
- Stéphanie Vanden Broecke (Secretary General & General Counsel)
Their term of office is indefinite.
Role :
The effective directors are responsible for the operation of the company and for determining its policy, in accordance with the decisions of the Board of Directors of the sole manager
Statutory auditor
Deloitte Réviseurs d’Entreprises, represented by Rik Neckebroeck having its registered office at Luchthaven Nationaal 1J, 1930 Zaventem, was appointed by the Company’s Ordinary General Meeting on 31 January 2023 for a term of three years, i.e. until the adjournment of the 2026 Annual Ordinary General Meeting of Shareholders.
Corporate governance charter
Ascencio has adopted a Corporate governance charter which describes a set of rules, procedures and practices which define how the company is managed and controlled. Ascencio has adopted the 2020 Belgian Corporate Governance Code (“Code 2020”) as its reference code. Ascencio SA will follow these rules for as long as it is the managing general partner of the SIR.
Code of ethics
Ascencio’s integrity policy is an important part of its good governance.
Ascencio implements, manages and evaluates a set of instruments aimed at standardising conduct, so as to ensure that conduct is consistent with the pursuit of the goals of the organisation and its values.
Corporate ethics
Ascencio observes ethics to the greatest extent possible, emphasising the values of honesty, integrity and fairness in all its activities.
It does not tolerate any form of corruption and refuses to deal with people involved in illegal activities or those suspected of being so.
Political activities
Ascencio operates in a socially responsible manner, in accordance with the laws of the country in which it operates, and pursues legitimate commercial objectives. It does not finance and does not belong to any political party or organisation.
Conflicts of interest
Ascencio ensures that every person working for it behaves ethically and accordingly to the principles of good conduct in business and professional secrecy. Any member of staff with a conflict of interest has the duty to immediately advise his or her manager. Similarly, a Director must inform the Chairman of the Board of Directors of any such situation, and abstain from participating in the decision-making process. Lastly, a Director faced with a corporate opportunity must immediately inform the Chairman and apply the “Chinese wall” procedure.
Prevention of insider trading
The members of the organs of the company and its staff intending to carry out transactions with Ascencio shares must declare this to the Compliance Officer beforehand. They are strictly prohibited from buying or selling shares during closed periods. They are also prohibited from communicating this information to third parties – including family members.
Articles of Association
Ascencio is a public Regulated Real Estate Company under Belgian law, abbreviated to “public SIR under Belgian law”, existing in the form of public limited company, and whose registered office is situated at Avenue Jean Mermoz, 1 boîte 4, 6041Gosselies Company No. 0881.334.476 Companies Registry Charleroi.