Corporate Governance Charter

Dealing Code

Board of Directors

The following paragraphs contain brief biographies of each of the directors or in case of legal entities being director, their permanent representatives, with an indication of other mandates as member of administrative, management or supervisory bodies in other companies during the previous five years (with the exception of the subsidiaries of the Company):


Luc Vandewalle
Luc Vandewalle
Representing Vanko Management BVBA
Independent Director

Luc Vandewalle (°1944) has a degree in Economics from Gent University (Belgium). He joined the BBL (now ING Belgium) in 1968 as a university trainee. Assigned to the Credit Secretariat of the Kortrijk local head office in 1971, he subsequently became Head of the Operational Department of the previously mentioned local head office in 1977, before becoming Head of Middle-market Corporate Banking at the Gent local head office in 1981. He was thereafter successively appointed Head of the local head offices of Aalst-Sint-Niklaas (1983) and of Kortrijk-Roeselare (1986). He was appointed Director and member of the Executive Committee of BBL in December 1992. Since 1 January 2000, he is President and CEO of ING Belgium. Within ING Group, he is responsible for the South West Europe region, comprising Belgium, France, Luxembourg, Spain, Portugal, Italy and Switzerland.
 
Mr. Vandewalle is currently Chairman of the Executive Committee ING Belgium S.A., Chairman of VZW Centrum voor Algemeen Welzijnswerk - CAW Stimulans, Kortrijk, Director of the Board of Befimmo SA/NV, Director of Sea-Invest, Director of Atcomex cy and Director of SA/NV Atcomex, Hamme. Director of N.V. Galloo, Director of Sioen Industries, Director of N.V. Arseus, Director of Besix and Director of Pinguin-Lutosa.

Walter Mastelinck
Walter Mastelinck
Representing Cassel BVBA
Executive Director

Walter Mastelinck (°1964) holds a Bachelor’s degree in Telecommunications and Microprocessors (VHTI Technicum Antwerp). In 1988 he joined Toppower (formerly ICS Computers NV) where he became responsible for sales & marketing and was closely involved with the general strategy of the company. In 1996, he acquired one third of the shares of ICS Computers and FMS Europe (the former Transics NV). Today, Walter is a member of the board and CEO of the Company and her subsidiary companies. Walter is also a member of the board of Cassel BVBA and Evasion NV. During the previous five years Walter Mastelinck has also been, but no longer is, a director on the board of Transics Invest BVBA.

Ana Vizcaino
Ana Vizcaino
Director representing EQMC Europe Development Capital Fund plc

Tom Dechaene
Tom Dechaene
Representing Carthagon BVBA
Independent Director

Tom Dechaene (°1959) holds a Master’s degree in Law from the Central Exam Commission in Belgium, a Master’s degree from Antwerp University and an MBA from INSEAD (France). Between 1986 en 1990 Tom Dechaene was at ING Brussels, primarily in Corporate Finance. Between 1991 and 1999 Tom Dechaene was an investment banker, first at Morgan Grenfell, then Deutsche Bank in London, specialising in Telecommunications, Media and Technology M&A and Equity Capital Markets transactions. From 2000 to 2001 Tom Dechaene was CFO of SurfCast Inc as well as a consultant to Deutsche Bank. Tom Dechaene is a member of the boards of Antigenics Inc (Nasdaq AGEN, independent director and member of the corporate governance committee and the audit committee), the Telindus Foundation and Carthagon BVBA. During the previous five years Tom Dechaene has also been, but no longer is, a director on the boards of Color Kinetics, Ikonisys Inc, and, through Carthagon BVBA, of Telindus NV.

Vladimir Lasocki
Vladimir Lasocki
 

Vladimir Lasocki (°1973) has a degree in business administration with a major in finance earned at the Lyon Graduate School of Business (France) and the Universite Libre de Bruxelles (Solvay) and a Masters in Advanced European Economic Studies from the College of Europe (Bruges). Mr. Lasocki is currently a Managing Director at the Carlyle Group focused on investment opportunities in France, the Benelux and Central Europe. Prior to joining Carlyle in 2000, Mr. Lasocki was an Associate with Deutsche Bank’s principal investments group. Prior to joining Deutsche Bank, Mr. Lasocki was with the corporate finance group of Paribas in Paris, London and Prague. Mr. Lasocki is a member of the boards of directors of Marle International SAS and Wall Street Institute Education, SàRL. In the previous five years, Mr. Lasocki has also been, but no longer is, a director on the Boards of Financiere CAMECA SAS (Président du Comité Stratégique), Solsoft SA in France (Président du Conseil de Surveillance), Egencia SA in France (Vice-Président du Conseil de Surveillance), PipingHot Networks Ltd. trading as Orthogon Systems in the UK (Director) and PacketLight Networks Ltd in Israel (Director).

Peter Leyman
Peter Leyman
Representing Leyman Consult BVBA
Independent Director

Peter Leyman (°1962) has a university degree in Applied Economical Sciences from the University of Ghent and a Masters Degree (MBA) in Financial Sciences from Vlerick Management School. He also attended the ‘Global Leadership Development Programme’ of Volvo Car Corporation and he is certifi ed at the Darden Graduate School of Business Administration (University of Virginia) for the programme ‘Managing Critical Resources’. After working as a Controller, he began his varied career in Volvo Cars in Gent in 1988. He had several positions within the Human Resources area. He started as Compensation and Benefi ts Manager and after six years he was appointed Manager Industrial Relations. Since 1996, he was member of the Executive Committee of Volvo Cars Gent as Director Human Resources and Organisation. From 1 July 2001 until April 2007, he was Managing Director of the Volvo Cars Ghent plant. Within that period he also became the Chairman of Agoria Easters and Western Flanders (March 2004 – April 2007) and Chairman of the Chamber of Commerce Eastern Flanders (May 2006 – April 2007). Actually, Mr. Leyman is Managing Director of Vergokan International NV. Mr. Leyman is a member of the board of directors of Automobiel Center Gent NV, Attentia Group VZW, Attentia ICT NV, 4ESys NV, Gourmet Invent NV, Internationale Jaarbeurs Vlaanderen VZW, VKW Methena VZW and Kamer van Koophandel Oost- Vlaanderen VZW. In the previous five years, Mr. Leyman has also been, but no longer is, a director on the boards of Volvo Cars NV, , Mensura Gemeenschappelijke Kas and Agoria VZW.

Rudy Everaert
Rudy Everaert
Representing RLE & Partners BVBA
Director representing ING AM Insurance Companies BV

Rudy Everaert (born 01.07.1943) has an impressive international background and extensive experience in General Management, Supply Chain Management, Logistics, Transportation and Sales & Marketing. This has come through working at various companies (TNT Europe, Nedac Sorbo Group, Damon Associates (USA), Giraud International, Avery-Dennison, AMP, Press Shop, Allibert s.a. , …). He has proven to be successful in re-engineering, re-organizing and Project Management. With effect from June 17th 2010, Mr Everaert joined the Transics Board of Directors as a Director, representing ING AM Insurance Companies BV, acting in this capacity as investment manager on behalf of the investment fund ING Quoted Equity Fund.

Herman Wielfaert
Herman Wielfaert
Representing H&H Capital Management BVBA
Director representing Creafund Transics shares Stille Maatschap

Herman Wielfaert (°1966), holder of a degree in Accountancy & Tax Affairs from the Hogeschool Ghent, started his career at Fortis BNP Paribas Group. In 1991, Herman joined the Daimler-Benz Group to hold various positions, including that of Managing Director for Belgium and the Netherlands. He left the Group in 1999 to join Creafund, where he became the Executive President of the Board at Group Ghistelinck, the Mercedes concessionaire that Creafund acquired in 2006. In addition to these assignments, Herman served on the board of International Brachytherapy SA and is still a director on the boards of NV De Speyebeek (Desimpel family holding), NV Biobest (Biofirst Group), the Floridienne Group and NV De Bree. Since 2008 he has also been a member of the European mobility working group at the Branson Group. Herman was a board member of Transics from 1999 until 2006 and President of the board from 2004 until 2006. In November 2011 he was reappointed as a director, representing Creafund II CVA.

Board of Directors Committees

Audit Committee

The Board of Directors has appointed an Audit Committee. The committee must be composed of at least three members all of whom are non-executive directors. As far as possible, a majority of its members should be independent directors. The composition of the committee may deviate from the above if, in the reasonable opinion of the Board of Directors, a different composition could bring more relevant experience and expertise to the committee. The committee appoints a Chairman from amongst its members, although the Chairman of the Board of Directors should not chair the committee.

The role of the Audit Committee is to supervise financial reporting and observe administrative, legal and tax procedures and follow-up on financial and operational audits, as well as advising on the choice and remuneration of the statutory auditor. The committee should report regularly to the Board of Directors on the exercise of its functions. It should inform the Board of Directors about all areas in which, in the Audit Committee’s opinion, action or improvement is necessary. The Audit Committee should produce recommendations concerning the necessary steps that need to be taken. The audit review and the reporting on that review should cover the Company and its subsidiaries as a whole.

The committee has specific tasks, including the Company’s financial reporting, internal controls and risk management, and the internal and external audit process. These are further described in the terms of reference of the Audit Committee, as set out in the Company’s Corporate Governance Charter. In principle, the committee will meet at least three times per year.

The members of the committee shall at all times have full and free access to the Financial Officer and to any other employee to whom they may require access in order to fulfil their responsibilities.

As at December 31st 2011, the Audit Committee consisted of: Carthagon BVBA (Tom Dechaene) (Chairman), Vladimir Lasocki and Vanko Management BVBA (Luc Vandewalle).

Nomination and Remuneration Committee

The Board of Directors decided to merge the Nomination Committee and the Remuneration Committee into one committee, which must be composed of at least three members, all of whom must be non-executive directors. As far as possible, a majority of its members shall be independent directors. The composition of the committee may deviate from the above if, in the reasonable opinion of the Board of Directors, a different composition could bring more relevant experience and expertise to the committee. The committee is chaired by the Chairman of the Board of Directors or by another non-executive director appointed by the committee.

The role of this committee is to make proposals to the board on the remuneration policy for directors and the resulting proposals to be submitted to the shareholders, the remuneration policy for executive management as well as to make recommendations to the Board of Directors with regard to the appointment and re-election of directors and of members of executive management and to ensure that the appointment and re-election process is organised objectively and professionally. The committee also has specific tasks that are further described in the terms of reference for this committee as set out in the Company’s Corporate Governance Charter. The committee meets at least two times a year and as frequently as is necessary for the efficient operation of the nomination and remuneration committee.

As of December 31st 2011, the Nomination and Remuneration Committee consists of: Leyman Consult BVBA (Peter Leyman) (Chairman), Carthagon BVBA (Tom Dechaene) and Vanko Management (Luc Vandewalle).

Executive Management


Walter Mastelinck
Walter Mastelinck
Representing Cassel BVBA
Chief Executive Officer

Walter Mastelinck (°1964) holds a Bachelor’s degree in Telecommunications and Microprocessors (VHTI Technicum Antwerp). In 1988 he joined Toppower (formerly ICS Computers NV) where he became responsible for sales & marketing and was closely involved with the general strategy of the company. In 1996, he acquired one third of the shares of ICS Computers and FMS Europe (the former Transics NV). Today, Walter is a member of the board and CEO of the Company and her subsidiary companies. Walter is also a member of the board of Cassel BVBA and Evasion NV. During the previous five years Walter Mastelinck has also been, but no longer is, a director on the board of Transics Invest BVBA.

Gertjan De Creus
Gertjan De Creus
Representing De Creus Consultancy BVBA
Chief Operations Officer

Gertjan De Creus (°1968) holds a Master in Economics (Antwerp Business School). He started his career as an auditor at Coopers & Lybrand (PWC). In 1995 he became Group Controller of Sidcenter, the coordination centre of the Sidmar Group. In 2000 he was hired as General Manager and later Managing Director by the Sanac Groep, a leading Belgian distributor to the Agro and Garden Sector, and became CEO in 2002. At the end of 2005, he sold the company to the market leader, Groep Aveve. He has left the Sanac Group to join Transics on 30 April 2007.

Ann Braet
Ann Braet
Representing Rema Consult BVBA
Chief Finance Officer

Ann Braet (°1970) holds a Master in Economics (Hasselt University). She started her career as a financial controller at Pidy NV, a food company. In 2000, she became the Financial Director in Belgium of Clama Mattress Ticking NV, an export-oriented textile company. In March 2004 she was hired by Transics as Financial Officer.

Bart Verhaeghe
Bart Verhaeghe
Representing Doba BVBA
Senior Vice President Marketing & Sales

Bart Verhaeghe (°1964) started his professional career in 1988 as a Sales Manager Safety Consult. One year later, he became an Account Manager at Lernout & Hauspie, where he moved up the hierarchical ladder to Manager Sales and US Operations and Vice-President of Sales. In 1997, he joined Haghedooren & Verhaeghe as a Managing Director. Between 1998 and 2001, he was a Management Consultant for FLV Services and FLV Fund, S.A.I.L. Trust and Valuesource. Since 2002, Bart has been working at Transics: first as a Strategic Alliances Manager and then as a Sales Manager. After a sabbatical during which he sailed around the world, Bart returned in 2010 in the role of Vice-President of Strategic Alliances. Early December 2011, he was appointed as Senior Vice-President Marketing & Sales.

Patrick Bustraen
Patrick Bustraen
VP R&D

Patrick Bustraen (°1968) holds a Master in Science (Electronics, IHR – BME at Ghent, Belgium). He started his career as a Software-Hardware Integration Tester at Siemens. After a short interim period with the pre-production team at Barco, Patrick joined Transics in February 1993. Since the beginning of 1998, Patrick has been focussing on R&D and Technical Product Management.

Erwin Heyse
Erwin Heyse
Representing CMTS BVBA
VP Trailer & Asset Telematics

Erwin Heyse (°1961) holds a Master in Science (electro-mechanics, Ghent University) and worked for Hewlett Packard in diverse sales, marketing and sales management functions. He also held various management positions within Unisys, Real Software and Stater (part of ABN AMRO). Erwin joined Transics in October 2005 as Sales & Marketing Officer.

Dirk Staelens
Dirk Staelens
VP Customer Service / Chief Product Innovation Officer

Dirk Staelens (°1969) holds a Master in Science (Electronics, College of Ostend) with a specialisation in data communications technology. In 1991, he was involved in the start-up of a project for TEM Electronik in Chur (Switzerland) for the implementation of telecommunications software in microcontroller systems. In 1992, he joined Siemens, where he was responsible for the implementation of test systems. In 1993, he joined the Transics R&D team. Since November 1999, Dirk is responsible for Transics’ Customer Care department.

Arie van der Jagt
VP Strategic Alliances

Arie van der Jagt (°1962), holder of a Bachelor’s degree in Electrical Engineering (Information Technology and Telecommunications), has been active in mobile communications, ICT and fleet management solutions since 1985. Arie started in project management roles and developed to commercial roles, such as account management, consultancy and sales management. In 1993 he became sales manager at Alcatel, responsible for commercialising satellite communications system for the Dutch transport industry. Arie van der Jagt joined Transics in 2003 as a sales manager for the Dutch market; in 2008 he became responsible for the Benelux region. In this period he also contributed to the product management team of Transics.

Arthur Viegers
VP Software Architecture and Integrations

Arthur Viegers (°1970) holds a Bachelor in Mathematics (Franklin & Marshall College, USA) and a Master in Information Technology (Parallel Computing, Eindhoven University of Technology). He started his career as Head of R&D at Vos Logistics in the Netherlands, where he was responsible for the LOVOS transport management software system. In January 2000, Arthur founded CarrierWeb BV in the Netherlands, which he later helped expand into the USA, Brazil and China. Arthur joined Transics when Transics acquired the European activities of CarrierWeb in June 2011.

Mickael Drombry
VP Field Operations

Mickael Drombry (°1969) obtained a degree in Genius Software Engineering from UTC Compiegne France in 1991. He followed additional “technical team” management training at the Polytechnique School in Paris. He started his career with technical projects for St. Gobain and Castrol, in France. Mickael has worked as a Transport Management Controller at Transports Delaigle for five years and as a Dispatching Manager at Groupe Norbert Dentressangle for two years. He has now been working at Transics since 1999, in the roles of Project Manager Transics France (1 year) and OPS Manager Transics France (10 years). Since 2010, Mickael Drombry has been Groups OPS Manager for Transics International.

Koen Uyttenhove
VP Customer Service

Koen Uyttenhove (°1975) holds a PhD in Applied Sciences/Electronics (University of Leuven, Belgium) and a management degree from Vlerick Management School (Ghent). After his PhD, in 2003, he started his career as a Senior Analog IC Designer with AMIS. In 2004, Koen became Project Manager for Electronic Projects at the Picanol Group in Ypres, Belgium. He joined Transics in January 2006, where he is currently in charge of the Customer Service Department, which embraces the service desk and the hosting department.

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