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External Audit

Members

Daniel Goossens
Statutory Auditor

Bachelor of Arts in Commercial, Financial and Consular Sciences from the ICHEC (Brussels) and Commercial Engineer. Daniel Goossens started his career in 1969, after a traineeship as "Reviseur d'entreprises" and "Reviseur de Banques". He has been professor at the ECSEDI, the EPHEC, the I.S.C. Saint-Louis high schools in Brussels. He was sent in 1971 by the Belgian Minister of Cooperation and Development to Kinshasa on specific missions. He has been licensed by the Belgian Banking and Finance Commission in 1975 and by the "Office de Contrôle des Assurances" in 1979. Currently, Daniel Goossens is statutory Auditor ("Commissaire") of several Belgian companies, amongst others in the public sector, industry, insurance, construction and holdings.

Emmanuèle Attout
Statutory Auditor

Graduated in Applied Economics (UCL, Belgium), she is licensed by the Belgian Banking, Finance and Insurance Commission (BFIC) for financial institutions and insurance companies. Emmanuèle Attout started her career in 1981 and is partner at PricewaterhouseCoopers since 1994. She is statutory auditor of various international companies belonging to different business areas.

Roles and responsibilities of the external auditors

The duties, powers and responsibilities of the external Auditors are defined by law and by the Articles of Association of the Company.

Appointment of the external Auditors

According to Belgian Law the Auditors ("College of Commissaires") of the UCB Group and UCB S.A. are appointed for three years by the General Meeting of Shareholders upon proposal of the candidates by the Board of Directors and on presentation of the Work Councils. Their terms may be renewed. The Board makes these proposals for appointment upon the recommendation of the Audit Committee which has been presented with the candidates, by the Chairman of the Executive Committee and by the Executive Vice-President Finance. On proposal of the Board, the General Meeting of Shareholders has appointed two external Auditors who are independent from each other. They act collegially.

Independence of the external Auditors

  • It is the Board's opinion that, by appointing two independent external Auditors to perform collegially the monitoring and audit tasks required by Law, stock exchange guidelines and Board and Shareholders interests, an accrued level of comfort in the objectivity of the external audit is obtained
  • By decision of the Board on a proposal of the Audit Committee and according to Corporate Governance best practices, neither the Auditors, nor the companies with which they are associated, carry out any activities other than external auditing services for the Company and the Company's affiliates.
  • The Audit Committee examines on a regular basis, a report from the external Auditors describing all relationships between each Auditor and the Company and the Group.
  • The Board of Directors is of the opinion that the renewal for more than one term of the external Auditors term is not of such nature as to affect their independence; to the contrary their experience within/ and knowledge of the Group, of its control and reporting processes are considered a key asset in efficiency and cost-effectiveness.

Remuneration of external Auditors

  • According to the Law the General Meeting of Shareholders sets the emoluments of the external Auditors for the whole term (three years) of their appointment which is a fixed amount.
  • The annual fees of the external Auditors for the audit of the Group's consolidated accounts and of the Company's accounts are disclosed in the relevant annual report.
  • On an annual basis the Audit Committee examines and approves if necessary the additional fees charged by the external Auditors to the Company or to the Group's affiliates in excess of the fees approved by the General Meeting of Shareholders and to be disclosed, according to the Law, in the Company's relevant annual report.