Governance

Since April 27, 2022, the board of directors of the Company consists of 11 members, including four independent directors. The new Board will be well-placed to help promote further growth for Telenet given its wide breadth of experience and background. The new Board has four women, five different cultures and a wide range of expertise, including Technology, Media and Telecom industry experience, e-commerce, digital transformation, data platform management, finance and technology.

There are four independent directors within the meaning of article 7:87§1 of the Belgian Code of Companies and Associations, the Belgian Corporate Governance Code 2020 and the articles of association of the Company: (i) JoVB BV (represented by its permanent representative Mr. Jo Van Biesbroeck), (ii) Ms. Lieve Creten (represented by Lieve Creten BV), Mr. John Gilbert and Mr. Dirk JS Van den Berghe (as permanent representative of Dirk JS Van den Berghe Ltd.)

The mandates of IDw Consult BV (represented by its permanent representative Mr. Bert De Graeve), Ms. Christiane Franck, Ms. Severina Pascu and Ms. Amy Blair expired at the annual general shareholders' meeting of 2022. The mandates of JoVB BV (represented by its permanent representative Mr. Jo Van Biesbroeck), Mr. Manuel Kohnstamm and Mr. Enrique Rodriguez expire at the annual general shareholders’ meeting of 2023. The mandate of Mr. Charles H. Bracken expires at the annual general shareholders' meeting of 2024. The mandate of Mr. John Porter expires at the annual general shareholders' meeting of 2025.

Mr. Bert De Graeve, Chair of the Telenet Board of Directors and independent director, retired from the Board as of April 27, 2022. ​ He requested that no proposal be submitted to the annual meeting requesting that his mandate be extended. The Board of Directors has consequently decided to appoint Jo Van Biesbroeck3, independent director of Telenet since 2015, as independent Chair at the end of the annual general meeting of April 27, 2022, to replace Mr. De Graeve. He expects to serve for up to one year, providing continuity for the Board as the new Board members are onboarded. The Board of Directors expects to appoint Mr. Van den Berghe as Chair after that period.

The annual general meeting of April 27, 2022 simultaneously approved the extension of the director mandates of Ms. Amy Blair and Ms. Severina Pascu.

As of the general shareholders’ meeting of April 25, 2012, Mr. André Sarens has been appointed as “observer” to the board of directors. The directors have been appointed for a period of maximum four years. In principle, the mandate of the directors terminates at the date of the annual general shareholders’ meeting at which time their mandate expires. The directors can be re-appointed. The general shareholders’ meeting (resolving by ordinary majority) can dismiss directors at any time.

If a mandate of a director becomes vacant, the board of directors can fill the vacancy, subject to compliance with the rules of nomination. At the next general shareholders’ meeting, the shareholders shall then resolve on the definitive appointment, in principle for the remaining term of the mandate of the director who is being replaced.

Except for exceptional, motivated cases, the mandate of the directors shall terminate at the first annual shareholders’ meeting after they have reached the age of 70.

On April 27 2022, the board of directors of the Company was composed as follows: