Corporate governance

The composition of the board of directors did not change in 2023. During 2023, the board met 14 times. Because of COVID-19, these regularly took place via video conference. The attendance and remuneration of board members were as follows:

Fees nomination and remuneration committee 2023

During 2023, the Nomination and Remuneration Committee considered staff appraisals and turnover, the 2023 staff budget, the effectiveness and efficiency of the recruitment strategy and processes as well as the impact of new regulations (Labour Deal) on PMV’s work organisation. The committee also followed up on several improvement projects announced as part of the HR multi-year plan in 2022, aimed at streamlining existing processes, introducing new employee support measures and strengthening the PMV employer brand image. In that context, the launch of the PMV learning academy, the employee wellbeing programme (Activ8!) and leadership training for all managers were explained and reviewed. In the same context, the launch and planning of the project on building a job house and salary structure were also announced. This project will largely be delivered in 2024 and serves as preparation for the implementation of the new European Directive on salary transparency (expected Q1 2026).

The attendance and remuneration of members of the nomination and remuneration committee were as follows:

Fees audit committee 2023

During FY2023, the audit committee carried out its normal and periodic work on the preparation and discussion of the financial statements and budget. It also discussed the interim balance sheets and budget control, the internal consolidated financial statements and the financial statements of the PMV Group’s subsidiaries. In addition, the audit committee was given access to the results of the 2023 analytical reports.

Regarding operational risk, the audit committee considered four audit reports on audit topics within PMV Group: a cybersecurity audit performed by an external party, a back office audit in PMV-Standaardleningen NV and an equity investments audit, both performed by internal audit. Because of expectations from FSMA, an ad hoc audit was scheduled regarding the way PMV Group’s IT department deals with ESMA guidelines on the use of Cloud services.

In addition, the audit committee was given access to recommendations on the investment and compliance process within PMV Fund Management. This audit is part of PMV Fund Management’s multi-year audit plan, which is carried out by an external party.

Furthermore, the audit committee paid particular attention to the timely and effective implementation of agreed action plans regarding all outstanding audit recommendations. Action plans around cybersecurity were explained separately. The aim of the audit committee is to gain insight into the status of all action plans twice a year.

In addition to the above reporting, the audit committee also paid attention to the overview of all compliance audits and the outcome of the auditor’s management letter.

The audit committee was informed about the progress of a number of investment files.

The attendance and remuneration of audit committee members were as follows: