AGM Information • Apr 9, 2021
AGM Information
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ïhe non-current asseïs increased by EUR 89,1 3l due to:
The non-current assets increased by EUR 4,314,5U due to:
According to article 7.220 of the Belgian Companies and Associations Code, it should be mentioned that the Company has one hundred ninety-three thousand one hundred and thirty-three (193,1 33) treasury shares at the end of 2020.
ïhe .193133 treasury shares rep,'esenl 4.9% of the totai amount oí shares, which is 3,941,950 shares The ireasury shares are,lalued as Íollows.
This package of treasury shares, heid by smartphoto group NV, represents a net amount of EUR 3,310,301 and is included in the section 'Cash investments'.
The capital remains unchanged and amounts to EUR 4'1,381,403. lt is represented by 3,941,950 shares.
Equity increased by EUR 2,351,962 due to:
c the proposed dividend of EUR 0.60 per share entitled to dividend for an amount of EUR2,249,290.
The increase in the reserves of EUR 1,380,759, which can be explained by:
The liabilities increased by EUR 2.051.670, due to:
The operating income increased in 2020 from EUR 29,940,814 to EUR 36,347,746, which is an increase of EUR 6,406,932. The operating charges evolved from EUR 28,705,465 to EUR 34,251,565, which is an increase of EUR 5.546.100.
This results in an operating profit of EUR 2,096,181 compared to an operating profit of EUR 1,235,349 the previous year.
The financial result decreased from EUR 3,369,008 to EUR 2,716,518.
The income taxes on the result amount to EUR -211,447 Following the transfer from the untaxed reserves, this results in a profit for the period to be appropriated for an amount of EUR 4,641,120.
The Board of Directors proposes following appropriation of the result:
| Profit of the period available for appropriation | EUR 4,641,120 |
|---|---|
| Profit of the preceding period brought forward | EUR 13.384.324 |
| Profit to be appropriated | EUR 18,025,444 |
| Compensation for contributions | EUR 2,249,290 |
| Appropriation to other reserves | EUR 1,420,627 |
| Profit to be carried forward | EUR 14,355,527 |
The Statutory Auditor of smartphoto group NV, Grant Thornton Bedrijfsrevisoren CVBA, represented by Mr Danny De Jonge, received a fee of EUR 29,294 for his mandate in 2020. In the 2020 financial year, no exceptional services or special assignments were executed by the Statutory Auditor which were not included in their mandate.
Non-existent
The significant risks and uncertainties are included further, in the 'Corporate governance statement' under the heading 'Risk management and internal control'.
The Board of Directors will propose to the General Meeting of Shareholders of May 12, 2021 to distribute a gross dividend of EUR 0.60 per share entitled to dividend for the 2020 financial year.
Since the closing of the 2020 financial year, no events occurred that could have a significant impact on the results of the Company.
During 2020, the economy, in general, is severely hit by the Covid-19 virus. Smartphoto group has taken all necessary measures. No negative impact is expected on the outlook for 2021.
Research activities
In view of the Company's nature and operations, there were no activities related to research in 2020.
The activities related to development mainly relate to: (i) the mobile applications by increasing compatibility with browsers of different platforms, (ii) the migration of the smartphoto website to the Google Cloud platform, (iii) the automations related to the implementation of new designs on our website platform, and (iv) the optimisation of the user experience (UX) of the website These expenses amount to EUR 489,175 for the 2020 financial year.
Smartphoto group NV has no branch offices.
Smartphoto group NV did not use any derivative financial instruments in 2020.
The composition of the Audit Committee fulfils the requirements stipulated in the Belgian Companies and Associations Code. Pursuant to Section 7:99, the Audit Committee is composed of 3 non-executive members of the Board of Directors, the members dispose of a collective expertise with regard to tire activities oí the Ccmpany, at least one mernber is an rndependent director in the sense of Secticn 7.87 and at leasl one mernber disposes of the necessary expertise and professtonal experrence rn the field of accounting and auditrng
The Audit Comm;ttee is composed as follows. Mr Geei't Vanderslappen, perrnanenl r€presentatlre cí Palianza lnvesl BV Mrs Kalya Degrieck, permanent represeniati're oÍ Fovea BV and Mr Hans Van Rijckeghem.
Fovea BV permanently represented by Mrs Katya Degrieck, rs an independent director. Both Mr Geert Vanderstappen, permanent represenlative of Pallanza lnvest BV and Mr Hans Van Rijckeghem dispose of the necessary expertise and professional experience in the freld oÍ accounting and audit as a resuh of their career and current proíessional activities.
Corporate Governance Code Deviations from the 2020 Code Composition and operation of the Board of Directors Composition and operation of the committees InÍorrlatiorr regardirrg d iversity Statutory Auditor Day-to-day management Evaluatton process of the Board of Directors, the committees and individual directors Remuneration report Risk management and internal control lnformatíon pursuant to Section 14.4 oí the acl of May 2,2007 lnformation pursuant to Section 34 of the Royal Decree of Novemb er 14,2007
Smaftpholo gtci.:p NV undertakes tc comply',#ilh ali the relevanl statiilory pro'risions ccncerning Ccrporaïe Governance
The new Belgian Companies and Associations Code as well as the new Belgian Corporate Governance Code 2020 (the 2020 Code)came into force on January 1,2020.
Pursuant to Section 3.6, paragraph 2 of the Belgian Companies and Associations Code, the 2020 Code applies to smartphoto group NV and the Company uses the 2020 Code as a reíerence code. The Belgian Corporate Governance Code 2020 is available on the website of the Corporate Governance Committee, www.corporategovernancecommittee.be.
The main aspects of smartphoto group NV's corporate governance policy are listed in the Corporate Governance Charter, which can be consulted on the website www.smartphotoqrouD.com. The Corporate Governance Charter is updated on a regular basis.
Because of the specific structure of the Company and the nature of its activities, the Company does deviate from the 2020 Code in a few stipulations:
The composition of the Board of Directors deviates from principle 3.4 of the 2020 Code which stipulates that at least 3 of the non-executive directors must be independent. The Board of Directors is currently composed of 1 executive director and 6 non-executive directors, 2 of which are independent directors. The Board of Directors is of the opinion that, in view of the limited size of the Company, the current size and composition of the Board of Directors, the required complementarity and diversity is achieved to efficiently and effectively make decisions in the company's best interest.
The composition of the Nomination Committee deviates from principle 4.19 of the 2020 Code, which stipulates that the Nomination Committee must be composed of a majority of independent non-executive directors. The current Nomination Committee is composed of non-independent, non-executive directors. The Board of Directors is of the opinion that the fact that the members are not independent does not weigh up against their experience as a member and Chairman of the Nomination Committee. This is even more justified in view of the division of powers between the Nomination Committee and the Remuneration Committee. The Board is of the opinion that these members therefore possess sufficient objectivity when exercising their function.
The remuneration of the non-executive directors deviates from principle 7.6 in the 2020 Code which stipulates that non-executive directors receive part of their remuneration in the form of shares of the company. Non-executive directors receive a fixed remuneration of EUR 12,500 per annum. The Board of Directors is of the opinion that the shareholders' non-current perspective is reasonably represented by: (i) the Chairman is the main shareholder of the companies that have united in the Midelco Consortium, which is holder of 701,195 shares of smartphoto group NV; (ii) three of the non-executive directors are connected to the main shareholders; (iii) the Nomination Committee is composed of the non-executive directors connected to the main shareholders.
The remuneration of the executive director is a deviation from principle 7.8 of the 2020 Code, which stipulates that the variable part of the executive director's remuneration package is linked to the overall performance of the company and the individual performance. Notwithstanding the fact that the variable remuneration of the executive director is in principle linked to the overall performance of the Company, the Board of Directors is of the opinion that it is the individual performance of the executive director that underlies the achievement of these overall goals. In fact, it is to his credit as managing director who is in charge of the day-to-day management of the Company
The remuneration of the executive director is also a deviation from principle 7.9 of the 2020 Code, which stipulates that a minimum threshold of shares must be adhered to. The Board of Directors is of the opinion that, despite the deviations from this principle of the 2020 Code, the interests of the executive director are sufficiently aligned with the objectives of sustainable value creation of the Company.
Contrary to principle 7.12 of the 2020 Code, there is no clawback clause between the executive director and the Company to reclaim paid variable remuneration, or withhold payment of variable remuneration, nor are circumstances specified in which this would be appropriate, insofar as legally enforceable.
Composition and operation of the Board of Directors
The General Meeting of Shareholders of May 13, 2020 decided to reappoint as directors: Mr Philippe Vlerick; Acortis BV, with its registered office at Drève des Hêtres Rouges 10, 1430 Rebecq, RPR Nivelles 0472.845.009, represented by its permanent representative Mr Stef De corte; Pallanza Invest BV, with its registered office at Molenberg 44, 1790 Affligem, RPR Brussels 0808.186.578, represented
by its permanent representative Mr Geert Vanderstappen; Fcvea BV with i1s regtstered offlce at Vronerodeiaan '1C3, 1 180 Ukkei, RPR Brussels 0892 568 i ó5, represenied by its permanenl representalive Mrs Kalya Degrreck, Mr Hans Van Rijckeghem; Alychlo NV with its registered offtce at Lembergsesreenweg 19, 9820 Merelbeke, RPR Ghent, department Ghent 0895.140 645, represented by its permaneni repres€ntativ€ lrlr Marc Coucke; and Mrs Aiexandi'a Leunen; for a period of 3 years, wi{h €íf€ct f rom May 13,202A, and ending afler the General Meeting of Sharehoiders oí May 10' 2023
Accordingly, the Board of Directors is composed of 7 members, of which 6 are non-execuiive members The roles and responsibilitres of the members of the Board of Directors, the composition, structure and organisation are described in detail in the Corporale Governance Charter of smartphoto group NV
The roles and rr':embership of the directors urrthin the Board of Directors and the committees are as foilows:
| Name | Non-executive director |
lndependent director |
Audit Committee |
Nomination Committee |
RemuneÍation Committee |
|
|---|---|---|---|---|---|---|
| Mr Philippe Vlerick | X | |||||
| Acortis BV, reprcscnted bY its permanent representative Mr Stef De corte |
X | |||||
| Pallanza lnvest BV rePresented by its permanent representative Mr Geert VanderstapPen |
x | X | ||||
| Fovea BV represented bY its permanent representative Mrs Katya Degrieck |
X | X | x | X | X | |
| Mr Hans Van Rijckeghem | X | X | X | |||
| Alychlo NV, represented by its permanent representative Mr Marc Coucke |
x | X | X | |||
| Mrs Alexandra Leunen | X | X | X | X |
<> Chairman
x Member
Not a single member oí the Board of Directors has famiiy connections wilh other members oí the executive management or regulatory bodies of the company.
There are two independent directors in the Board of Directors.
The Board of Directors considers the following members to be independent directors
Based on the information known to the company, as well as on the information provided by the directors, Mrs Katya Degrieck, permanent represenlative of Fovea BV and Mrs Alexandra Leunen, are independent directors as they meet all the criteria regarding independence included in Article 7 8l ol the Belgian Companies and Associations Code and the 2020 Code.
The General Meeling of Shareholders of May 13, 2A20 confrrmed the independence of Mrs Katya Degrteck, permanent represenïati're of Fovea BV and Mrs Alexandra Leunen, in accordance urilh article 7 87 of the Belgian Companies and Associations Code
By appoinling Mrs Katya Degrieck, p€rrnanenl rep''esenlati're of Fovea BV and Mrs AlexandÍa Leunen, the composition oí the Board of Directors complies with the requirements for gender diversity within the Board of Directors, in accordance with article 7 86 of the Belgian Companies and Associations Code.
The above mentroned directors are appointed until lhe General Meeting of Shareholders of 2023, urhich urilltake place on May 1A,2023.
The brief biography of the members of the Board of Directors (see further in this report) also contains their main directorships at other companies.
lnternal measures to promote proper Corporate Governance practices Based on lhe indicative publicatíon schedules relaled to the 2021 financial year, the 'closed periods' are the following:
lnsiders will be iníormed aboul ïhe closed periods and the corresponding statutory and adminislÍatrve law obligations associated with the abuse or unauthorised disclosure of confidential information.
The people with managerial responsibilities and persons closely associated with them are informed of the obligat!on to inform the supervisory body, the FSMA (Financial Services and Markets Authority), cí any personai transactions in Ílnancia! instrumenls oí the Cornpany ouïs!de the closed perlods. This reporting obÍrgation pursuant to articie 19 of the marker abuse reguÍation (EU) No 596/2014 appiies as soon as the total transactron amount rruithin one calendar year has reached the EUR 5 000 threshold, and applies to each subsequent ïransaciion.
ln 2020,6 meetings took place under the cnairmanshrp of Mr Philippe Vlerick
One meeting dealt mainly with the budget f or 2020, two meetings dealt mainly with the approval of the financial stalements as at December 31 ,2019 andthe half-yearlyfrnancialslatements as atJune 30,2020. One meeting dealt mainly with the reappointment of the managing director, the Chairman of the Board of Directors and the composition of the committees, including the related remuneration corresponding to the proposal of the Remuneration Committee. At the other meetings, the Board oí Directors mainly discussed the regular reporting concerning the results of the group and the company's frnancial position, the investment strategy, and the recommendations from the Board of Directors, such as the annual evaluation of the executive director. The Board of Directors deliberates on matters including the strategy and progress, the management structure, and proposals for acquisitions or divestments. More specifrcally, the pay-out of dividends, the share repurchase programme of May 2,2019, the share repurchase programme of September 17,2020, the start-up process of the additional producïion building and the impact of the measures regarding Covid-l9 were discussed in the 2020 meetings. Furthermore, the ERM process was discussed and evaluated
OÍ 42 posstble attendances (6 meetings x 7 directors), there were 2 apoloqies Mrs Alexandra Leunen apologised for her absence once. Alychlo NV, perrnanently represented by Mr Marc Coucke, apologised for ils absence once and granteC a vote by proxy to the Chairman. Although the Articles oí Asscciaïron slate that the decisions mLJsï be r"rade by a rrrajorlty cf votes, all decisions made by the Board oí Drrectors were unanimous tn 2020.
Directors' conflrcts of interests of a proprietary nature in application of Section 1 96 oí the Belgian Companies and Associations Code.
ln 2820, the Board of Directors complied with the procedure in accorcjance wtïh arïicle 7:96 of the Belgian Companies and Associations CoCe, in the meeting of lhe Board of Direclors on May 13,2020.
The relevant parts of the minutes of this meeting of the Board of Directors are listed below:
'Article 7.96 of the Belgian Companies and Associations Code - declaration of the directors
Mr Stef De corte declares, wilh regard to agenda item l, he is affected by a conflict of interest, as a decision musl be taken on the reappointment of Acortis BV of which Mr De corte is permanent representative, as managing director of smartphoto group NV as well as on the corresponding remuneration. Mr Geert Vanderstappen (permanent representative and controlling shareholder of Pallanza lnvest BV), Mr Hans Van Rijckeghem and Mrs Katya Degrieck (permanent representaiive and conïrolling shareholder of Fovea BV) deciare that with regard to agenda iïem 5lhey are also aífected by a conflict oí inlerest as a decision musl be made on their appointment and related remuneration as a member of the Audit Committee Consequently, the procedure included in Article 7:96 of the Belgian Companies and Assocíations Code must be complied viith. Mr De corte will therefore leave the rneeting durlng the discussion and declsion-making of agenCa item 1 . lrrlr' Vanderstappen, Mr Van Rijckeghern and Mrs Degrieck vrill also lea,re the meeting Curing the discussicn anc decision-making of agenda item 5
Mr Phthppe Vlerick also states that wrth regard to agenda item 2, ne is affected by a conflict oÍ interest as a decision must be made on his appointment and associated remuneration as Chairman of the Board of Directors, When deciding on this agenda ilem, Mr Phillppe Vleríck will also leave the meeting.
The Statutory Auditor will be informed of these conflicts of interest.
Reappointment of Acortis BV of which Mr SteÍ De corte is permanent representative, as managing director
The members of the Board of Directors, with the exception of Mr Stef De corte, deliberate on the reappointment of Acortis BV, permanently represented by Mr Stef De corte, as managing director.
After deliberation, the Board oÍ Directors unanimously decides to reappoint Acortis BV as
managing director for the term of hrs current mandate. The rernuneration oí his mandate as managing director is also approved, as proposed by the Remuneration Commrllee Acortrs Br{ permanently represented by Mr SleÍ De corte, accepts the mandate of managing director.
Ittl Reappointmenl of Mr Philippe Vleríck as chairman, and delerminalion of the remuneralton
After deliberation, the Board of Directors decides unanimously, with the exception of Mr Philippe Vlerick, who has left the meeting for this agenda item, to reappoinl Mr Phílippe Vlerrck as Chairman of the Board oÍ Directors for the term of his current mandate. The remuneration for his mandate as Chairman oí the Board of Directors is determined at EUR 12,500 per year (in additlon to the normal remuneralion as a director) This fee is economícally justifred and in line with the market. There are no negative financial consequences for the company, as this is a continuation of the remuneration policy used to date. Moreover, the remuneration was itself proposed by the Nomination and Remuneration Committee.
Mr Phílippe Vlerick rejoíns the meeting
V. Reappointmenl and remuneration of the members of the Audit Committee
Mr Geert Vanderstappen, Mr Hans Van Rijckeghem and Mrs Katya Degrieck leave the rneeting.
After delíberation, the Board oí Directors decides to reappoint the following members oí the Audit committee, for the duration of their current mandate as director:
The mandate of a member of the Audit Cornmrttee is remunerated in accordance with the decision of the Remuneraiion Committee (EUR 2,500 per year). This fee is economically jttstiÍied and in line with the market. There are no negative flnancial consequences for the company, as this ís a continuation of the remuneration policy used to date. Moreover, the remuneration was itself proposed by the Remuneration Committee.
Mr Geert Vanderstappen, Mr Hans Van Rijckeghem and Mrs Kalya Degrieck rejoin the meetín9."
Transactions between the Company and its subsidiarÍes and affiliated companies in accordance with Article 7 .97 of the Belgian Companies and Associations Code.
During the 2020 financial yeal there were no siluaïions as referred to Ín Article 7:97 of the Belgian Companies and Associations Code.
PHILIPPE VLERICK Chairman, non-executíve direclor Offrce address: Vlerick Group - Doorniksewiik 49 - 8500 Kortrijk, Belgium
Holder of several degrees from domestic and foreign universitres (philosophy, law, management, business administration). Extensive experience as a director and manager in numerous companies, of which several in the frnancial and industrial seclor.
Active in sector federations and interest groups of the corporate world (VBO, Voka, etc.)
Non-executive direcïor al the Company since 1995. Vice Chairman írom November 28,2005 to 2017. Chairman sínce May 10,2017, also Chairman of the Nomination Commíttee and the Remuneration Committee.
His current mandate as director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Current directorships at other companies
ln addition, Mr Philippe Vlerick is a director of various family companies. Mr Philippe Vlerick has no family ties with other members of the Company's administrative, management or supervisory bodies. Mr Philippe Vlerick is the main shareholder of the companies that have joined forces in the Consortium Midelco NV which holds 701,195 shares (17.79%) oÍ smartphoto group NV of which 3,ó07 shares are held by Mr Philippe Vlerick personally .
Mr Philippe Vlerick does not hold any stock options of smartphoto group NV and does not hold any registered shares of the Company.
There is no agreement between the Company or its affrliates and Mr Philippe Vlerick, which provides for any benefrt upon teÍmination of the mandateSTEF DE CORTE Permanent represenialive of ACORTIS BV Managing director, CEO Office address smartphoto group NV - Kwatrechtsteenvieg '1ó0 - 9230 WetteÍen, Belgium
Civil engineer Acli.re within the group since 1999, respecttvely as Finance & Administratton Managel then director of the Wholesale drvrsion which then had 18 labs in Europe, later as Chief Financial Of[rcer and since December 2005 as Managing Director of smartphoto.
At the General Meeting of May 12,2010, Mr Stef De corte was appointed director and on June 7 ,2012 as managing drrector oí smartphoto group NV As of November 14,2017, Acortis BV, permanently represented by Mr Stef De corte, was appo!nteC managing Cireclor.
Previously active in various consultancy functions in the field of production, logistics and general business management at Bekaert-Stanwick and ABB Service.
His current mandate as managing director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Current directorships at other companies:
Mr Stef De corte has no family ties with other members of the Company's executive, management or supervisory bodies.
Mr Stef De corte does not hold any personally registered shares in the Company. Acortis BV permanently represented by Mr De corte, holds 5,250 shares. Acortis BV and Mr Stef De corte do not hold any stock options of smartphoto group NV.
There is an agreement thaï - only upon lerminalion oí the mandaïe at ïhe request of the Company provides for frnancial compensation of twel're months
Permanenï representalive of PALANZA INVEST BV Non-executive director Office address: Pentahold NV - Molenberg 44 - 1790 Affligem, Belgium
Civil engineer. Acted as Chief Financial Officer at the Company between 1993 and 1999, which is more than five years ago. As a partner at Pentahold NV and Buy-Out Fund CVA, Mr Vanderstappen has solid financial expertise.
Non-executive director since November 28, 2005. Director and Chairman of the Audil Commitlee. Mr Geert Vanderstappen has the necessary expertise in the freld of accounting and auditing within the meaning of article 7:99 \$2 of the Belgian Companies and Associations Code.
The current mandate of Pallanza lnvest BV, perrnanently represented by Mr Geert Vanderstappen, as director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Current directorships at other companies
Mr Geert Vanderstappen has no family ties with other members of the Company's executive management or supervrsory bodies
Pallanza lnvest BV and Mr Geert Vanderstappen do not hold any registered shares in smartphoto group NV, do not hold any stock options, and do not have any other business links with the group.
There is no agreement between the Ccmpany or its afÍliiated companies and Mr Geert Vanderstappen, which provides for any benefit upon termination of the mandate.
KATYA DEGRIECK Permanent representative of FOVEA BV Non-executive direclor Offrce address: FOVEA BV - Vronerodelaan 1 03 - 1 180 Brussels, Belgium
Started as a management consultant at Andersen Consulling and has been active in the media world íor 25 years: including managing director oÍ ECl, daughter of Bertelsmann, Corporate Director Business Development manager of Corelio, member of the Executive Committee of Corelio NV, later Mediahuis NV and director of various media companies of the Corelio andlor Mediahuis holdings, and the Arkafund venture capital fund.
Today acti,/€ al Google as Head oí Re'renie fcr Publishers ani the News seclor rn Northern Ëurope.
Drrecïor at Lannoo Group, one of the biggest book publishers oÍ the Benelux.
Non-executive, independeni director at UPG (UniÍred Post Group) as from September 8,2A20 Listed company Member oÍ the Rer-nuneralion Commlttee and the M&A Committee
Non-executive, independent director since May 8,2013. Member of the Remuneration Committee and the Audit Committee since May 10, 2017. Mrs Katya Degrieck complies with the independence criteria in accordance with principle 5 3 of the Belgian Corporate Governance Code, referred to rn Article 7:87 of the Belg:an Companies and Associations Code.
ïhe mandate of Fovea BV permanently represented by Mrs Katya Degrieck, as director of the Company, continues until the Annual General Meeting of Shareholders in 2023.
Mrs Katya Degrieck has no family ties with other members of the Company's administrative, management or supervisory bodies.
Fovea BV and Mrs Katya Degrreck do not hold any registered shares in smartphoto group NV do not hold any stock options of the Company, and do not have any other business links with the group.
There is no agreement between the Company or its afírliates and Mrs Katya Degrreck, which provides for any benefrt upon termination of the mandate
HANS VAN RIJCKEGHEM Non-executive direclor Ofítce address: Locofrn BV - Bunder 4 - 9080 Lochristi, Belgium
Licentiate in Commercial and Financial Sciences (VLEKHO - Brussels). PUB (Vlerick Business School - Ghent).
Since 2010 managÍng director of Shoplnvest NV, Nr4 and var;ous associated real estate companies Also director at Concordia Textiles NV
Mr Van Rijckeghem started his career in 1993 at KBC Bank NV. He then worked for ten years at the independent service provider Lessius Corporate Finance (partner until 2009). Also active as a director of VZW Karus, psychiatric center in Melle.
Non-executive director and member of the Nominatron Committee and the Audit Committee at the Company since May 10,2017. Mr Hans Van Rijckeghem has the necessary expertise in the freld of accounting and auditing within the meaning of Article 7'.99 92 of the Belgian Companies and Associations Code.
His current mandate as director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Mr Hans Van Rijckeghem has no family ties with other members of the Company's executive, management or supervisory bodies.
Mr Hans Van Rijckeghem is managing direcïcr of Shopinvesï NV urhich hoicjs 719,000 shares {18.24%) of smartpholo group Nt1
Mr Hans Van Rijckeghem does not hold any registered shares in smarlphoto group NV does not hold any stock options of the Company, and does not have any other business links urith the group
There is no agreemenï between the Company or its af,rrliated companies and Mr Hans Van Rijckeghem, which provides for any benefrt upon termination of the mandate.
MARC COUCKE Permanent representative of ALYCHLO NV Non-executive director Offtce address: ALYCHLO NV - Lembergsesteenweg 19 - 9820 Merelbeke, Belgium
Master in Pharmaceutical Sciences (UGent) followed by Postgraduate Business Management (MBA Vlerick Business School- Ghent).
Founder and former CEO of Omega Pharma. After its sale, Mr Marc Coucke invested through Alychlo NV in various listed and unlisted companies.
Current most importanl directorships at other companies
. Fagron NV (director);
. Animalcare Group Plc (dÍrector).
Non-execuïive director and member of the Nomination Commillee a1 the Company since May 10, 2017.
His current mandate as director of the Company continues until the Annual General Meeting of Shareholders in 2023.
Mr Marc Coucke has no family ties with other members of the Company's adminislrative, management or supervisory bodies.
Mr Marc Coucke is the marn shareholder of Alychlo NV which is the holder of 625,557 shares (15.87%) of smartphoto group NV. ln addítion, Mr Marc Coucke holds 900 shares (0.02%) of smartphoto group NV personallY.
Alychlo NV and Mr Marc Coucke do not hold any registered shares in smartphoto group NV do not hold any stock options oÍ the Company, and do not have any other business links with the group.
There is no agreement between the Company or its affiliated companies and Mr Marc Coucke, which provides for any benefrt upon termination of the mandate.
ALEXANDRA LEUNEN Non-executive director Address: Van Hamméestraat 41 - 1030 Brussel, Belgium
UX Design & Research Ceriifrcate (ULB), Digital ïransíotmation Program oTake the Leaci>, Dtgital Disruption (Vlerick Business School), Graduate Marketing (EPHEC). Graduale lnïernational Advertising Association (lAA).
Head of Digital & Customer Experience at STIB/MIVB. Previously active as a Freelance Consultant (palada Consult) in various companies in the field of marketing, communication and digitisalion. Founder and Managing Partner of Lemon Crush BV sold in 2013. Active in 'Woman on board' and 'Entrepreneurs WE'.
Current directorships at other companies: Ascencio CVA (director), Universum NV (director).
Non-executive, independent director and member of the Remuneration Committee since May 10, 2017.Mrs Alexandra Leunen Íulfills the independence criteria in accordance with principle 5'3of the Belgian Corporate Governance Code, referred to in article 7:87 of the Belgian Companies and Associations Code.
Mrs Alexandra Leunen's mandate, as director of the Company, continues until the Annual General Meeting of Shareholders in 2023.
lvlrs Alexandra Leunen has no family ties wrth other members of the Ccmpany's administrative, managemenl or supervisory bodies
itlrs Alexandra Leunen cjoes noï hoid any regÍstered shares or stock opticns in smartphoto group NV, nor dces she ha're any olheÍ business links with the group.
There is no agreement between the Company or its affrliates and Mrs Alexandr.a Leunen, vrhich provides for any benefit upon termination of the mandate.
The Board oÍ Directors has established three committees: an Audit committee, a Nomination committee, and a Remuneration committee.
The regulations of these committees have been incorporated in the Corporate Governance Charter
Ïhe following members of the Audit Committee have been appointed until the 2023 Annual General
ln accordance with article 7.99 of the Belgian Companies and Associations Code, the Audit Cornmiltee is composed of 3 norr-executive members cf {he Board cf Directors. The members possess a coliecli're experïise in the freicj oí the Company's acïi';itíes A1 leasl cne member is an independent director in the sense of article 7:87. Fovea BV, permanently represented by Mrs Katya Degrreck, is an independent director.
Also in accordance with article 7.99 oí the Belgian Companíes and Associations Code, at least one member of the Audit Commitlee possesses the necessary expertise and professional experience in the fleld of accounting and audit. Both Mr Geert Vanderstappen, permanent representative of pallanza lnvest BV, non-executive director, and Mr Hans Van Rijckeghem, non-executive director, possess the necessary expertise and professional experience in the field of accounting and audit as a result of their career and current professional acliviïres.
The cEo and internal auditor attend the meetings of the Audit committee.
The Audit Commiïtee met 4 times in 2A20. Two meetings were mainly devoted to reviewing the consolidated frnancial statements as at December 31 ,2019 and the half-yearly consolidated figures as at June 30,2020.One meeting was devoted to the annual impairment tests in accordance with IAS 36 concerning the identified cash-generating unit e-commerce, to examine whether an impairment loss should be recognised. One meeling was marnly devoted to internal checks and risk managemenï systems, more specifically the status and future monitoring of the ERM process. This also included
the discussion of the risks and the measures to mitigate the risks related to cybersecurity. Other important items on the agenda were; the start-up process of the additional production building, the impact of the measures related to Covid-19 and discussing the non-audit services of the Statutory Auditor. The Audit Committee also checked the findings and recommendations of the Statutory Auditor as well as his independence.
Of 12 possible attendances (4 meetings x 3 members) there were no apologies for absence, all members participated in the meetings.
Composition of the Nomination Committee.
The following members of the Nomination Committee have been appointed until the 2023 Annual General Meeting of Shareholders, which will take place on May 10, 2023:
The composition of the Nomination Committee deviates from principle 4.19 of the 2020 Code, which stipulates that the Nomination Committee must be composed of a majority of independent, non-executive directors. The current Nomination Committee is composed of non-independent, non-executive directors. The Board of Directors is of the opinion that the fact that the members are not independent does not weigh up against their experience as a member and Chairman of the Nomination Committee. This is even more justified in view of the division of powers between the Nomination Committee and the Remuneration Committee. The Board is of the opinion that these members therefore possess sufficient objectivity when exercising their function.
The Nomination Committee makes proposals concerning the evaluation and reappointment of directors and executive management, as well as the appointment and introduction of new directors.
In accordance with principle 4.5 of the 2020 Code, the Nomination Committee convenes when necessary in order to fulfil its tasks efficiently. In 2020, the Nomination Committee met once as a result of de reappointment of the directors, managing director, the Chairman of the Board of Directors and the members of the Committees.
Composition of the Remuneration Committee
The following members of the Remuneration Committee have been appointed until the 2023 Annual General Meeting of Shareholders, which will take place on May 10, 2023:
Mr Philippe Vlerick, Chairman of the Committee, non-executive director;
Fovea BV, permanently represented by Mrs Katya Degrieck, independent non-executive director; Mrs Alexandra Leunen, independent non-executive director.
The composition of the Remuneration Committee fulfils the requirements of article 7:100 of the Belgian Companies and Associations Code and the principles of the 2020 Code.
The members all possess the necessary expertise in the field of remuneration poltcy, in view of their prior and current proíessional activrties.
ln accordance wiïh article 7 100 of ïhe Belgian Companies and Associaf ions Code, lhe Remuneralicn Commrllee convenes when they deem i1 necessary to cai'ry ouï their ïasks efíectively, and at leasl twice a year. The Remuneration Committee met twice in 2020 and dealt with issues including the general remuneration policy and individual remuneration for the executive management. They took into account the stipulations listed in article 3.6, \$2 of the Belgian Companies and Associations Code The remuneration policy was also tested against the requírements according to article 7:89/1 of the Belgian Companies and Associations Code. The remuneration policy will be submitted for approvalto the General Meeting of May 12,2021. Thereafter, for every material change and at least every four years, the remuneration policy will be submitted for approval to the General Meeting of Sharehoiders of the Company.
The Remuneration Committee makes recommendations to the Board of Directors about the individual remuneration oí the directors, including the Chairman of the Board of Directors, the remunerations for the members of the committees and the people responsible for daily management, including variable remuneration and non-current performance premiums, whether or not linked to shares, in the Íorm of share options or other ftnancial instruments, and severance pay.
The recommendations of the Remuneration Committee are submitted to the Board of Directors and subsequently the General Meeting of Shareholders for approval.
All members attended the meetings
The composition of the Board of Directors takes into account the necessary diversity and compiementarity concerning compeïencies, expetlence and knowledge for efírcient and effective decision-making.
Gender and age diversity are also pursued when appointing a new director ïhe appointments of the members of the Board of Directors, confirmed by the General Meeting of Shareholders on May 13, 2020, met the criteria of the proposed diversity policy.
The current composition of the Board of Directors also complies with the legal requirements of gender diversity as provided for in Article 7:86 of the Belgian Companies and Associations Code. The legal requirements are included in the nomination process of the members of the Board of Directors.
Age diversity within the current Board of Directors
| Age | $40 - 45$ | 46-50 | $51 - 55$ | 56-60 | >60 | Total |
|---|---|---|---|---|---|---|
| Number of directors | ||||||
| In % of total | 14.3% | √0.ر | 42.9% | $28.6\%$ | 14.3% | 100% |
Gender diversity within the current Board of Directors
| Gender | Woman | Man | Total | |
|---|---|---|---|---|
| Number of directors | ||||
| Breakdown |
Gender diversity
In the brief biography of the members of the Board of Directors, more information can be found concerning the competency, experience and expertise of the members.
The General Meeting of Shareholders of May 13, 2020 has appointed Grant Thornton Bedrijfsrevisoren CVBA, represented by Mr Danny De Jonge, Auditor, as Statutory Auditor of the Company. This appointment of Grant Thornton Bedrijfsrevisoren CVBA runs for three years and expires after the General Meeting of 2023,
In accordance with article 19 of the Articles of Association, the authorisation for the day-to-day management has been delegated to a managing director. The managing director, or two directors acting jointly, represent the enterprise legally and factually. Acortis BV, permanently represented by Mr Stef De corte, is acting as managing director of the Company as from November 14, 2017.
At smartphoto group there is no Executive Committee in the sense of article 7:104 of the Belgian Companies and Associations Code. The Company's Articles of Association include that the Board of
Directors is authorised to set up an Execuirve Committee in the future, if it deems this necessary, rn accordance with Article 7.104 of the Belgian companres and Associations code
The Board of Directors regularly e'laluales i1s size, compcsÍtion and performance; as well as lhose of the committees and rndividual directors ln this evaiuaïion, the Board of Directors assesses how the Board of Directors and the committees operate, examines whether the important issues are thoroughly prepared and discussed, evaluates the performance of each director and, if necessary, the current composition of the Board of Directors or the committees is harmonised with the required composition of the Board of Directors or of the committees.
The remuneration report provides a general overview of the remunerations granted to the executive and non-executive directors in 2020. The fees included below are in accordance with article 3:6, \$3 of the Belgian Companies and Associations Code (the "CCA), with the 2020 Belgian Corporate Governance Code ("2020 Code") and vrrith the Company's remuneration policy, applicable as from 2020.
The Remuneration Committee makes recommendations to the Board of Directors on (i) the remuneralion policy and (ii) the individual remuneration of the directors, the persons charged with day-to-day management as referred to in article 3:6, \$3, last paragraph, and the persons charged with the day-to-day management. These recommendations are subject to the approval of the Board of Directors and the sharehoiders at the Annual General Meeting.
The remuneration policy of smartphoto group has been drawn up in accordance with article 7.g9/1 of the CCA and, insofar no deviations have been included in the corporate governance statement, with the recommendations of the 2020 Code The remuneration policy will be submitted for approvalto the General Meeting o1' Shareholders of May 12, 2021. Thereafter, for every material change and at least e'rery four years, the remuneraiion policy will be submited for approval tc the General Meeting oÍ the Company
ln accordance with the remuneration policy of smartphoto group NV the non-executive directors each receive a frxed remuneration of EUR .12,500 peÍ year.
Mr Philippe Vlerick, appointed as Chairman, receives an additional fixed remuneration of EUR 12,500 per annum in his capacity as Chairman oí the Board of Directors.
No separate remunerations are provided for the members of the committees, except for the members of the Audit Committee (Pallanza lnvest BV Fovea BV and Hans Van Rijckeghem). ln addition to their general annual remuneration as a member of the Board of Directors, they each receive an annualfixed remuneration of EUR 2,500.
The total fees paid to non-executive directors for the 2020 financial year amount to EUR 95,000; for 20i 9, these fees also amounted to EUR 95,000.
There is no agreement between the Company or its afÍlliated companies and the non-executive members of the Board of Directors, which provides for any beneÍit upon termination of their mandate as directors.
The non-executive directors do not receive variable remunerations, pensions or other components of remuneration. Accordingly, the fixed remuneration granted to them, as described above, is the full remuneration granted to them.
The directors personally hold a total of 4,507 shares in the Company. Certain directors represent another main shareholder, and are indirect shareholders. A breakdown of these indirect interests can be found under the shareholders' structure.
None of the directors has received a loan granted by smartphoto group NV or any other related company.
The remuneration of the executive director is determined by the Board of Directors at the recommendation of the Remuneration Committee, corresponding to the remuneration policy of smartphoto group NV.
In 2020, the fixed remuneration amounts to EUR 385 (000). The variable remuneration consists of a cash bonus which depends on the realised performance of the Company against the objectives pursued and amounts to EUR 147 (000) for the 2020 financial year. The other remuneration components amount to EUR 3 (000). The total remuneration for the executive director for the 2020 financial year thus amounts to EUR 535 (000).
Part of the remuneration of the current executive director is performance related as an incentive to support the short and long term performance of the group. The variable remuneration is directly linked to the achievement of the objectives of smartphoto group NV.
The executive director's remuneration is a deviation from principle 7.8 of the 2020 Code, which stipulates that the variable part of the executive director's remuneration package is linked to the overall performance of the Company and individual performances. Notwithstanding the fact that the variable remuneration of the executive director is in principle linked to the overall performance of the Company it is the individual performance of the executive director that underlies the achievement of these overall goals. In fact, it is to his credit as managing director who is in charge of the day-to-day management of the Company
Contrary to principle 7.12 of the 2020 Code, there is no clawback clause between Mr Stef De corte, permanent representative of Acortis BV and the Company to reclaim paid variable remuneration, or to withhold payment of variable remuneration, nor are circumstances specified in which this would be appropriate, insofar legally enforceable.
The remuneration components for the executive director are shown below. No guarantees or loans have been provided by smartphoto group NV or related companies to the executive director.
Remuneration and interests of the executive director (in $\epsilon$ '000)
| l Executive Director |
Fixed remuneration $'$ component $^{(1)(2)}$ component (1) |
Variable remuneration Other remuneration components (3) |
||
|---|---|---|---|---|
| Stef De corte (4) | -385 | -147 |
$\mathbb{D}$ Cost to the enterprise, i.e. gross amount including social security contributions.
(2) The variable component is provided in the form of a bonus plan that is determined each year by the Remuneration Committee. This bonus plan includes financial and non-financial targets
(3) The other components refer to the costs for insurance policies, and the cash value of the other benefits in kind (expense allowances, company car, etc.).
(4) Mr Stef De corte, permanent representative of Acortis BV.
As a result, the fixed and variable remuneration amounts respectively to 72% and 27% of the total remuneration received by the executive director.
Regardless of the aforementioned remuneration, Acortis BV, permanently represented by Stef De corte, holds shares in smartphoto group NV on December 31, 2020 (details can be found in the brief biography of the members of the Board of Directors). Contrary to principle 7.9 of the 2020 Code, no minimum threshold has been set for shares that should be held
The remuneration policy stipulates that the variable remuneration is one quarter or less of the total annual remuneration. For the 2020 financial year, the variable remuneration component amounts to 27% of the total remuneration and the fixed remuneration amounts to 72% of the total remuneration. In accordance with the remuneration policy and the Belgian Companies and Associations Code, the Board of Directors, on the advice of the Remuneration Committee, explicitly requests the approval of the General Meeting of Shareholders. The approval will be included as a separate agenda item at the General Meeting of May 12, 2021.
There is an agreement between Mr Stef De corte and the Company that - only upon termination at the request of the Company - provides for a financial compensation of twelve months.
The annual evolution of the remuneration, of the development of the Company's performance and of the average remuneration of the other employees of the Company are presented in the table below; as well as the ratio between the highest and the lowest remuneration within the Company.
| Evolution of the remuneration | 2016 | 2017 | 2018 | 2019 | 2020 |
|---|---|---|---|---|---|
| Yearly remuneration non-executive director (1) | 0% | 0% | $0\%$ | 0% | 0 5 |
| Executive director (2) | 10.0% | $-8.1%$ | 2.2% | 2.2% | 12.0% |
| Changes in the performance of the Company (3) | 7.1% | 44.5% | 5.3% | 27.2% | 34.9% |
| Changes in the average remuneration of the other employees (4) | 8.4% | $-2.1%$ | 0.4% | 4.7% | $-3.1%$ |
| Ratio between the highest and lowest remuneration (5) | 9.6% | 9.8% | 10.2% | 10.3% | 10.2% |
(1) The evolution of the annual remuneration of the non-executive directors is calculated by dividing the annual remuneration for a non-executive director for the financial year by the annual remuneration for the previous financial year.
(2) The evolution of the annual remuneration of the executive director is calculated by dividing the annual remuneration (fixed and variable) for the executive director for the financial year by the annual remuneration for the previous financial year.
(3) The change in performance of the Company is calculated by dividing the EBITDA for the financial year by the EBITDA for the previous financial year.
(4) Changes in average remuneration (expressed as full time equivalents) of the other employees.
(5) Ratio between the fixed remuneration of the executive director and the lowest remuneration (in full time equivalents) of the other employees.
Risk management and internal control
The Board of Directors relies on the Audit Committee for the supervision of the proper operation of the risk management and internal control systems.
The internal control and risk management systems provide reasonable assurance regarding the achievement of the objectives, the reliability of the financial reporting and compliance with the applicable laws and regulations.
The management of risks forms an integral part of the way in which the group is managed. The group has taken (and will continue to take) measures to control any risks as efficiently as possible. There is no guarantee, however, that the measures taken will be completely efficient in all possible circumstances and it can therefore not be ruled out that some risks may occur and therefore may impact the Company. There may be other risks the Company is currently not aware of or which are currently not thought to be significant, and which may have a negative impact on the Company or the value of its shares.
The analysis of the risks surrounding the planning, organisation, managing and controlling of operations is being elaborated and structured in more detail. This Enterprise Risk Management process (ERM process) encompasses financial, strategic and operational risk management to minimise the chance of risks. This means that the business risks are being systematically identified, measured and controlled, so that the risk profile is in line with the risk appetite. The Audit Committee monitors the ERM project. The ERM system is systematically evaluated by the Audit Committee
The internal audit department of smartphoto group ensures that the risk management process is complied with, that the minimum internal control requirements are met, and that the identification and management of the risks are implemented effectively. The Audit Committee subjects the company's systems for internal control and risk management to an annual assessment. The Audit Committee also evaluates the operation of the internal audit department on a biannual basis.
The external audit also assesses the internal controls contained in the business processes on an annual basis and reports regularly to the Audit Committee.
Strategic risks
Market risks
The Company operates in a market that is highly susceptible to changes. The most important market-related risks are related to technological developments and their effect on consumer behaviour, the development of consumer prices, and the competitive position.
Srnartphoto group's slralegy is heavily basecj on the frndings of prospective market research írom whtch ne'Jv opportunities emerge for the business. These -findrngs have an inherenï risk oí error and may also be impacted by fulure technoiogical deveiopm€nls not yet taken inïo accounl. The group manages these rtsks by permanently keeping ín touch wiïh the lechnologicai world, the market, and the consumers, in order to, if necessary, rapidly revise not only its strategy, but also its investment plans and business plans.
The future profitability of the Cornpany is also determined by the selling prices that it can achieve for ils products and services. The price elasticity of the demand, combined with the development of the margins, involves a risk for the group's proÍitability. Although the group assumes continued price pressure in its business plan, it continues to proacti,rely manage risks by reducing ifs fixed overhead costs on the one hand and, on the othel by conïinuously offering new producls. Thus the range of photo related products is increasingly being expanded with products such as photo books, cards, calendars, gifts, wall decoration, clothing and accessories, etc.
The group's future market share and business figures can be affected by campaigns of existing competílors or the entry of new competilors. By moniloring the position of competitors on a permanenï basís, the group takes this factor into account for the further development of its plans and its operation.
The United Kingdom left the European Union on January 31, 2020. The transition period, in which there were almost no changes, ended on Decembe r 31, 2020. As from January 1,2021the new trade and cooperation agreement belween the United Kingdom and the European Union entered into force provisionally.
Smartphoto group, which operates on the British market, has analysed the risks related to Brexit. Because sales to customers in the United Kingdom are limited, Brexit will not have a signifrcant impacl on the íuture frnancial situation,
Regarding the e-commerce activities, smartphoto group is only dependent on strategic suppliers to a limited extent. There are always several suppliers for each of the various product groups.
The e-commerce activities are strongly dependent on the in-house development of lT systems and access to the internet in general.
The online ordering software is maintained by a team of specialists and is increasingly optimised to improve the functionality for the customer. To reduce the risk of the failure of the systems as much as possible, and to ensure the continuity of operatrons, continuity programmes have been developed in which several backup systems have been implemented and fallback scenarios have been elaborated.
The migration oí our fixed data centre to the Google Cloud platform has further contributed to the increased optimisation of our websites' speed and accessibility. lt also helped to increase the security of our platform.
The quality of the reported financial figures is assured by the proper monitoring of the accounting closing processes and the related internal controls.
For management reporting purposes, the accounting is closed on a monthly basis. The financial figures are consolidated on a quarterly basis according to a formal consolidation process. The annual financial figures are also subject to the external auditor's review.
The financial figures are published by means of financial press releases on pre-announced dates in order to communicate and inform as transparently as possible.
Furthermore, the main financial risks the group is facing relate to outstanding trade receivables and transactions in currencies other than the euro-
The contractual obligations include the interest liabilities related to the interest-bearing and lease liabilities.
Based on the prognoses of the cash flow 'Liquidity forecast', the Company will be able to meet the financial obligations in 2021.
Neither in 2019, nor in 2020 there are derivative contracts.
Because the credit agreement with KBC Bank was entered into at a fixed interest rate, a sensitivity analysis of the current and non-current interest-bearing financial liabilities is not representative.
For the bank overdrafts, the interest rate is determined at the moment of withdrawal. This operating procedure enables smartphoto group NV to accept fluctuations in the financial expenses in accordance with the evolution of market interest rates. As at December 31, 2019 and 2020 there were no bank overdrafts. The cash and cash equivalents are invested free of risks.
Figures relating to the current and non-current interest-bearing financial liabilities, divided by their maturity, can be found in Note 33 'Risk factors' to the Consolidated Financial Statements of 2020.
The majority of smartphoto group's operations is conducted by means of 'remote sales' to end-consumers. This involves exposure to non-collectability of many, relatively small, trade receivables. The group manages this risk by encouraging online payment for its e-commerce activities on the one hand and, on the other, conducting proper credit management. In cases of non-payment on the due dates, additional costs are charged depending on the overdue periods. In due course, the collection of the receivables is handed over to debt-collection agencies.
There was no significant risk concentration as at December 31, 2019 and 2020.
Receivables of which collectability is partially or entirely not guaranteed are subject to write-downs. The carrying amount of these receivables does not differ significantly from their fair value, due to the short-term nature of these outstanding receivables.
Monthly, a provision for bad debt is recognised for the outstanding receivables that will mature in less
than 6 months, based on the loss percentage of the past 6 months Receivables which have been outstanding for more than 6 monlhs are fuliy written-down. The ra;rite-dcwns are calcuiated on the outslanding amounls excluding VAT. For other lrade recei'rables, credil limits and payment lerms are set Íor each cuslomer. Deliveries are blocked to custcmers who have exceeded these terms and dunning procedures are started.
The write-do\^/ns on trade receivables are calculated, laking into account any known and expected credit losses, based on historical information regarding the losses incurred.
As the Company operates mainly in a euro environment, the exchange rate risk is extremely limited
The activities oÍ smartphoto group are subject to seasonal fluctuations. There is a strong peak in sales every fourth quartel for example. As a result, it is not meaningful to make a comparison between revenue and results of different guarters and semeslers of the same year and interim results are not a reliable indicator for future revenue and results over an entire year.
The Company is subject to the applicable laws and regulations of each country ín which it operates, as well as the European laws and regulations. As smartphoto group is listed on Euronext Brussels, the group is also subject to the Belgian and European legislation regarding publication requirements and insider trading. Smartphoto group endeavours to respect the imposed statutory requirements.
Smartphoto ís in line with the European Regulation 2016/679 of April 27,2016 regarding data protection and privacy (also General Data Protection Regulation or'GDPR'). This Regulation, which entirely and directly applies to all European member states, relates to the management and protection of the personal data of European citizens. Also in accordance with this Regulation, a Data Protection Officer (DPO) has been appointed within the smartphoto group.
Neither the Company nor its subsidraries are currently invol,red in any tax disputes which have been brought before the Tax courts. Therefore no provisions have to be established.
Changes in lax legislation can have both positive and negative effects on the group's result.
A receivable concerning a claim or dispute is taken into account if it is virtually certain that an inflow of economic beneftts will occur. lf such an inflow is probable, the receivable is disclosed as a contingent asset. A provision must be recognised íor existing liabilities to the exïent that it is also probable that an outflow of funds will take place to resolve the obligation and a reliable estimate can be made of the amount of the liability.
Regular assessment is carried out on all claims and disputes. The outcome of this assessment determines what provisions or receivables will be recognised for which claims and disputes.
lf a provision or a claÍm has to be recognised, an estimate of the chance and size of the outflow respectively inflow of resources requires a signÍfrcant amount of evaluation. This evaluation is partly supported by legal advice.
Currently, there are no material claims or disputes.
Due to rhe oulbreak oÍ Co,rrd-l 9 and the sr-,bsequent measures, every one cí us has been afíectei in one \Àay or another - our colleagues, their Íamrlies and our cuslomers
Since the outbreak of covid-.] 9 in Europe, smartphoto group has taken necessary measures to a'roid contamination within the company, to protect employees and to limit the negative consequences oí ccvid-19. For example, the employees have temporarily switched to teleworking for those departments of the group, both in Belgium and in the foreign entities, for which this is possible For both the production workers and the employees of the departments for which teleworking is not possible, the necessary adjustments were made within the company to optimise the protection agarnst infections.
ïhe impact oíthe measures concerning the Covid-19 virus (corona virus) has been re-evaluated, but for the time being it is expected that there wíll be no negative impact on the prospects f or 2021 '
Saíety and prevenïion measures are used to avoid these risks as much as possible. These risks are also hedged by means of insurance policies with external insurers.
These risks are avoided as much as possible thanks to fire safety and prevention measures and are covered by insurance policies with external insurers'
As mentioned under the lï risks, these risks are taken care of by continuity programmes in which several backup systems have been implemented and fallback scenarios have been elaborated The adverse consequences are also covered by insurance policies'
lnformation pursuant to article '14, paragraph 4 of the Act oÍ May 2,2007
The law and smartphoto group NV's Articles oí Association require each shareholder whose voting rights, associaled wilh lhe securitles thal granl votlng righls, exceed or fall below the thresholds oÍ 3Yo, SYo or any multiple of 5oÁ,to notiíy this fact to the Company and the FSMA, the Belgian Financial Services and Markets AuthoritY.
The company received the following notiftcations in 2020:
Alychlo NV controlled by Mr Marc coucke, Lembergsesteenweg 19,9820 Merelbeke, and Mr Marc Coucke, have informed the Financial Services and Markets Authority (FSMA) and smartphoto group NV that the joint percentage of the number of voting securities or voting rights acquired exceeded the .t 5% threshold on May 15, 2020 through the acquisition of 24,1 58 shares and 900 shares respectively' The total number of voting rights held after these transactions amounts to 591,551 or 1 5'01%'
Notiflcation by a parent company or a controlling person
| Holders oí voling rights | Latesl notiftcaïion Number oÍ voling rights |
After the lransac'tion Number oÍ voting rights % oÍ voling righls |
|
|---|---|---|---|
| Alychlo NV 566,493 c/o Lembergsesteenweg 1 9, B-9520 Merelbeke |
590,651 | 14.98V. | |
| Marc Coucke | 0 | 900 | 0.ozv. |
| Subtotal | 566,493 | 591,551 | 15.01% |
| TOTAL | 566,493 | 15.017. |
Total number oí voting rights (the denominator) at the time of the transfer of the voting rights, in particular on May 1 5, 2020: 3,941,950.
Chain of controlled companies through which the shareholding is actually held Alychlo NV is controlled by Mr Marc Coucke.
Mr Emmanuel Rolin Jacquemyns, CDG Development SA and Partfim SA, Montjoielaan 167 box 9, 1 180 Brussels, have jointly informed the Financial Services and Markets Authority (FSMA) and smartphoto group NV that the percentage of the number of voting securities or voting rights held by Partfim SA fell below the 5% threshold due to the transfer of 60,000 voting securities orvoting rights on May27, 2020. The total number oÍ voting rights held after this transaction is 141,500.
Notification by a parent company or a controlling person
| Holders of voting rights | Latest notiÍication Number of voting rights |
After the lransaction Number oÍ voting rights % oí voting rights |
|
|---|---|---|---|
| Emmanuel Rolin Jacquemyns | 0 | 0.00% | |
| Partfim SA c/o Montjoielaan I67 box 9, B-1 180 Brussels |
201,500 | 141,500 | 3.59o/o |
| Subtotal | 201,500 | 141,500 | 3.59% |
| TOTAL | 201,500 | 141,500 | 3.59% |
Total number of voting rights (the denominator) at the time of the transfer of the voting rights, in particular on May 27, 2020'. 3,941,950,
Chain of controlled companies through which the shareholding is actually held: Partfim SA is controlled by CDG Development SA, of which Mr Emmanuel Rolin Jacquemyns holds 99.99% of the shares.
The Company also issued the following notification in 2020:
Smartphoto group NV has informed the Financial Services and Markets Authority (FSMA) that the percentage of the number of voting securities or voting rights acquired on May 27, 2020 has exceeded the statutory threshold of 3% due to the additional acquisition of 60,000 treasury shares. The total number of treasury shares held after this transaction amounts to 150,058 or 3.81%
Notification by a person who is notifying solely.
| Holders of voting rights | Latest notification Number of voting rights |
After the transaction Number of voting rights |
% of voting rights |
|---|---|---|---|
| smartphoto group NV c/o Kwatrechtsteenweg 160, B-9230 Wetteren |
150,058 | 3.81% | |
| TOTAL | 150,058 | 3.81% |
Total number of voting rights (the denominator) at the time of the acquisition of the voting rights, in particular on May 27, 2020: 3,941,950.
Chain of controlled companies through which the participation is actually held: smartphoto group NV is not a controlled company.
| andronacio marie per | ||||
|---|---|---|---|---|
| DATTIE BUSHE | ||||
| CONSORTIUM MIDELCO NV, CECAN INVEST NV, ISARICK NV and Phiippe Vlerick c/o Doorniksewijk 49, B-8500 Kortrijk |
24/08/2018 | 17.79% (701, 195) |
701,195 | 17.79% |
| - MIDELCO NV - CECAN INVEST NV - ISARICK NV - PHILIPPE VLERICK |
1186% 5 5 1 % 0 3 2% 0.09% |
467,555 217,364 12,669 3,607 |
11.86% 5.51% 0 3 2 % 0.09% |
|
| SHOPINVEST NV and controlling person Beukenlaan 1, B-9250 Waasmunster SHOPINVEST NV Etienne Kaesteker |
16/09/2015 | 15 57% (570,000) |
720,000 719,000 1,000 |
18 27% 18 24% 003% |
| ALYCHLO NV and controlling person Lembergsesteenweg 19, B-9820 Merelbeke - ALYCHLO NV - Marc Coucke |
27/05/2020 | 15.01% (591, 551) 14.98% 002% |
626,457 625,557 900 |
1589% 15.87% 0.02% |
| SMARTPHOTO GROUP NV Kwatrechtsteenweg 160, B-9230 Wetteren |
29/05/2020 | 3.81% (150, 058) |
193,133 | 490% |
| PARTFIM SA Avenue Montjoie 167 bus 9, B-1180 Brussel |
02/06/2020 | 3.59% (141, 500) |
141,500 | 3 5 9% |
(1) Calculation with the total number of shares issued in accordance with the latest notification as the denominator.
$\mathcal{D}$ Calculation with the current total number of shares issued, i.e. 3,941,950 shares, as the denominator.
(*) Number of treasury shares at the year-end closing date
The total number of treasury shares evolved from 37,139 shares per December 31, 2019 to 193,133 shares per December 31, 2020, or 4.9% of the total number of issued shares (3,941,950). This increase of 155.994 treasury shares is the result of
The total number of treasury shares (193,133 shares), held by smartphoto group NV, represents a net amount of EUR 3,310,301 and is included in the section 'Cash investments'.
As part of the current share repurchase programme, treasury shares can still be purchased until June 30, 2021, or until the predetermined value of EUR 3,000,000 shares has been acquired; being, for a remaining value of EUR 2,183,160.35.
Smartphoto group aims to use part of the free cash flow to create a pool of treasury shares as an investment and to finance possible future acquisitions.
The overview of all transactions related to the purchase of treasury shares is represented on our website www.smartphotogroup.com under the section: "Investors / Information for shareholders / Purchase of treasury shares".
The Annuai General Meeting takes place on the second Wednesday of May ar 2 pm. The right to participate in tne General Meeling is only granled iÍ lne shareholder has complied wrth the legal requirernenls concerning companies whose shares are admitted to lrading on a markel as referred to in Article 1.'11 of the Belgian companies and Associations code' ln any case, the sharehoider must indicate his intention to participate in the General Meeting no later than six days before the General Meeting
The Board oí Directors has decrded that the Annual General Meeting of Shareholders on May 12' 2021 will not be organized electronically, but wili take place physically. ln view of the security measures regarding Covrd-19, the Board oí Directors emphasises that each shareholder has the possibility to use proxies.
The right to parïicipate in the General Meeting will be granted on the basis of the accounting registration of the registered shares of the shareholder, on the registration date at midnight, either
(i) by registralion in the regisïer of shares of ïhe Company, or (ii) by registration in the accounts of a recognised account holder or a settlement organisation, for dematerialised securities'
The recognised account holder or the settlement organisation will provide the shareholder with a certifrcate or depository receipt showing the number of shares with which the shareholder wishes to participate at the General Meeting. Only the shareholders who are shareholders on the identified registration date and who can prove this by means of the certifrcate or depository receipt idenlified above, or the registration in the share regisler oí the Company, are allowed to participale in the General Meeting The intention to parricipate in the General Meeting must be notifred to the company no later than six days before the General Meeting on the basis of the submission of this depository receipt or certificate to the Board of Directors. Registered shareholders musï also notify their intention to attend the Generai Meeting in writing to the Board of Directors, and do this no later than six days before the General Meeting.
Each shareholder with voting rights can provide a proxy to Íepresent him or her at the General lvleeting by means of a docurnent that bears his or her signature, including digital signature as referred to in article 1322.2 of the Belgian civil co,le, in which notice is provided by letler or email' or any other means specifred in article 2281 of lhe Belgian Civil Code' The representative does not ha're to be a shareholder. Except as stipulated in aíticle 7"143 of the Belgian companies and Associations code' only one proxy can be designated The proxy has to vote in accordance with the instructions of the shareholder, for which each proxy maintains a special record'
ln case of a potential conflict of inleresls between the shareholder and the proxy holder appointed' the proxy holder must disclose the precise facts that are important for the shareholder in order to assess whether there is a risk that the proxy holder pursues any interest other than the interest of the shareholder. where applicable, the proxy holder can only vote on behalf of the shareholder on condrtion that the proxy holder has specific voting instruclions for each item on the agenda' ln partrcular, there is a conflict of interests when the proxy holder: f is the company itself or an entity controlled by it, or a shareholder that controls the company, or another entity that is controlled by such ashareholder; 2' is a member of the Board of Directors or of the management bodies of the company' oÍ a shareholder that controls the company, or oí a controlled entity as referred to in '1"; 3' is an employee or a statutory auditor of the company, oí the shareholder that conïrols the company, or of a controlled entrty as referred to in 1';4'has a parental relationship with a natural person as referred to
rn 1 " to 3', or is the spouse or the legally cohabiting partner of such a person or of a relative of such a person.
An example oí a proxy that takes into account the rules above has been made a,;ailable on the rrrebsile oÍ the Company as índícated beiow.
ïhe proxies must be deposited at the registered office of the Company, no later than six days before the General Meeting
For a comprehensive and detailed description of the speciftc terms and conditions of the rights of shareholders described below, please refer to the information made available on the website of the Company, as indicated beiow.
One or more shareholders, together holding at least 37o of the capital of the Company can request to add supplementary items to the agenda of the General Meeting and propose draft resolutions concerning the items included or to be included on the agenda. The Company must receive these requesls no later than the 22nd day before the General Meeting. They can be sent to the Company by electronic means, to the following address; [email protected]. The Company confirms the receipt of the request within a period of 48 hours from its receipt. No laterthan 15 days before the General Meeting, an agenda will be published that has been supplemented with the additional items to be discussed and the corresponding draft resolutions that should be included, and/or merely with the draft resolutions that would be formulated.
The shareholders have the right to ask questions to the directors and the Statutory Auditor during the General Meeting or prior to it, in writing, relating to their report or to the agenda items. These questions can be sent electronically to maqov.vandenstockíAsmartphoto.com, no later than six days before the General Meeting.
Remote voting by letïer or electronically Voting by letter or electronically is not allowed
The convocation, the annual frnancial reporl (in accordance with article 12 of the Royal Decree of November 14,2007), the remuneration policy, the proxy form, additional informatíon on the rights of shareholders and the other informatron provided for by law are made available 30 days before the General Meeting on the Company's urebsite: www.smartphotoqrouo.com. These documents can also be obtained on simple requesl from the ofírce of the Company as of the same dale.
Smartphoto group values regular and transparent communication with its shareholders
These communications include, among other:
Remuneration and interests of the members of the supervisory bodies, see the Remuneration report.
Joint control
Smartphoto group is not aware of agreements between certain shareholders as a result of which a common policy is pursued with regard to smartphoto group.
Information pursuant to Section 34 of the Royal Decree of November 14, 2007
1° Capital structure Capital The capital is EUR 41,381,403.63, represented by 3,941,950 shares.
Changing the capital
The General Meeting, deliberating under the conditions required to amend the Articles of Association, can increase or decrease the capital.
The shares that are subscribed to in cash, must first be offered to the shareholders, in proportion to the portion of the capital represented by their shares during a period of at least fifteen days calculated from the first day of the subscription period. When a share has been split into bare ownership and usufruct, the pre-emptive rights can only be exercised by the bare owner. The General Meeting determines the subscription price at which, and the period during which, the pre-emptive rights can be exercised.
The General Meeting that has to decide on the capital increase, taking into consideration the statutory provisions and in the interest of the Company, can limit or cancel the pre-emptive rights, or deviate from the minimum period of fifteen days for exercising the pre-emptive rights.
In the event of a reduction of the issued share capital, the shareholders that are in an equal position must be treated in an equal manner, and the other provisions included in the articles 7:208, 7:209 and 7:210 of the Belgian Companies and Associations Code must be observed
2° Legislative or statutory restrictions on transferring of securities Not applicable.
3e Holders of securities with special control rights Not applicable.
4° Control of any share plan for employees Not applicable:
5° Legislative or statutory restriction on the exercise of voting rights
With respect to the Company, the shares are indivisible. If a share belongs to several persons, or if the rights associated with a share are divided among several persons, the Board of Directors may suspend the exercise of the rights associated with that share until one single person is designated as being the owner of the share with respect to the Company. In the event there is usufruct, the bare owner of the share is represented by the usufructuary.
6° Shareholders' agreements
Smartphoto group does not know of any existing shareholders' agreements. There are no direct or indirect relationships between the Company and its key shareholders.
7" Rules governtng the appointment and rep,lacement of the mernbers af the managing body and for amending lhe Articles of Ássociatio n of the issuers
The legal rules as pro.rided in the Belgian Companies and Assoctat:ons Code are applicable.
As long as the General Meeting, for any reason whatsoever, does not provide for a new appointment or reappointment, the directors whose mandates have expired will remain in their positions. Directors rruhose mandates have been terminated are eligible for reappointment. ln the event of a premature vacancy on the Board of Direclors, the remaining direcïors have the right to temporarily fill the vacancy until the General Meeting appoints a new director. The appointment will be placed on the agenda of the next General Meeting. Any director appointed in this vray terminates the appointment oÍ the director being replaced.
8" Authorities of the managing bady, in particular concerning the posslbillty to issue or purchase treasury shares
The Extraordinary General Meeting of May 9, 2018 explicitly authorised the Board of Directors in accordance with the provisions of the Belgian Companies and Associations Code, to acquire treasury shares or profrt-sharing certificates by purchase or exchange, or to dispose of them, without a prior resolution of the General Meeting being required, directly or via a person acting under their own name but on behalf of the Company, or via a direct subsidiary as referred to in ArtÍcle 7:221 of the Belgian Companies and Assocíations Code, if this acquisition or disposal is necessary to avoid an impending serious disadvantage for the Company.
This authorisation applies for a period of three years from the publication of this resolution in the Annexes to the Belgian Ofírcial Gazette, i.e" until May 31 ,2021.
ln accordance with Article 7:21 5, \$'1 of the Belgian Con-rpanies and Associations Code, this authcrisalion can be renewed.
The Company's treasury shares included in the 'Eurolist by Euronext' can be drsposed of by the Board of Drrectors wlthout the prior approval of the General Meeting.
The General Meeting of May 9, 2018 has also authorised the Board of Dírectors to obtain the maximum allowed number of shares pursuant to Article'7.215 oÍ the Belgian Companies and Associations Code by purchase or exchange at a price equal to at least eighty-five percent (85%) and no more than one hundred and fifteen percent (115%) of the most recent closing rate these shares were listed for on the 'Eurolist by Euronext' on the day before that purchase or exchange. This authorisation applies for a period of five years from the publication of this resolution in the Annexes to the Belgian Oflrcial Gazette (until May 31,2023), and can be renewed pursuanttoArticleT:215,\$1 of the Belgian Companies and Associations Code.
There is currently no share option plan
Warrant plan There are currently no outstanding warrants
9° Significant agreements whereby the Company is an involved party relating to a public takeover bid Not applicable.
10° Agreements between the Company and its directors or employees providing for compensation when, as a result of a public takeover bid, the directors resign or must be discharged without valid reason, or the employment of the employees is terminated Not applicable.
Smartphoto considers it important to do business in a socially responsible way, paying attention to economic added value and respect for people and the environment. In this context, our efforts are focused on the interests of all stakeholders: our customers, our employees, our business partners, our suppliers and our shareholders.
Under our slogan 'smart.simple.smile', we help our customers make affordable, high quality, personalised products. We always put the needs of our customers first. We also regularly assess our customers' satisfaction. Using the Net Promoter Score (NPS), we measure what our customers really want and, based on their feedback, we can make adjustments and improvements to further increase our customers' satisfaction. Through the social media channels (Facebook, Twitter, Instagram, Pinterest, Linkedin), we can also actively engage in dialogue with our customers and improve our services even further.
Customers who have any questions, suggestions or complaints about a smartphoto product or the smartphoto website can contact our customer service team, that is ready to help. The team can be reached by email, phone or letter. Some answers can already be found on our website in the list of Frequently Asked Questions
Another priority for smartphoto is the privacy and security of our customers' data. The General Privacy Policy on our website explains what smartphoto does with the data and the legal grounds this is based on This "General Privacy Statement" regulates personal data processing in accordance with the European Regulation 2016/679 of April 27, 2016 regarding the protection of personal data (also General Data Protection Regulation or "GDPR"). This General Privacy Statement also contains the rights and obligations of the customer regarding smartphoto. It is revised or updated at regular intervals and when needed.
Our hard- and software is secured to prevent third parties from gaining access to confidential data.
As part of its HR policy, smartphoto group also focuses on diversity. Diversity among employees offers equal chances and equal remuneration, leading to a high level of engagement.
Smartphoto values a dynamic working environment where, in addition to the qualities and motivation of the employees, the diversity in terms of age, gender, orientation, disability, ethnic origin or nationality is also important.
At group level, women represent 63% of all employees compared to 37% for the men. Our colleagues at smartphoto are aged 21 to 66 59.5% of the employees are younger than the age of 45. Smartphoto employs different nationalities. However, as the production activities and a number of support services are centralised in Wetteren (Belgium), approximately 82% of all employees have the Belgian nationality. Our employees generally have long-term employment and the average length of employment is 10 years. Approximately a quarter of all employees works part-time.
| Gender | Woman | Mani | |
|---|---|---|---|
| Number of employees | 88 | ||
| In % of total | 63% | 37% | 100% |
Gender diversity among employees in terms of FTEs
| Age | $\langle 25 $ 26-30 31-35 36-40 41-45 46-50 51-55 56-60 | >60 | Total | |||
|---|---|---|---|---|---|---|
| Number of employees | $-16$ | $-240$ | ||||
| In % of total | $6,8\%$ 12,3% 12,8% 12,7% 14,9% 9,9% 16,6% 7,9% 6,1% | 100% |
$\bullet\ 125\ \ \bullet\ \, 26\ \, 30\ \ \, \bullet\ \, 32\ \, 55\ \ \bullet\ \, 36\ \, 40\ \ \, \bullet\ \, 41\ \, 45\ \ \, \bullet\ \, 46\ \, 50\ \ \, \bullet\ \, 5\ \ \, 25\ \ \, \text{or}\ \ \, 56\ \, 66\ \, \text{by}\ \, 40\ \,$
| Employment type | Full-time Part-time | ⊺otal | |
|---|---|---|---|
| Number of employees | 18C | 24O | |
| \īn % of total. | フリツィ | 25% | 100% |
Health and safety
A lot of employees spend a large part of the day at work, together with their colleagues. Smartphoto wants to make sure that the working hours are as safe and healthy as possible.
The following measures are examples of health and safety within our company:
Formal consultations are held with the Committee for Prevention and Protection at Work (CPBW) and the Works Council on a monthly basis. These meetings provide employees with the opportunity to give feedback on how the company is being managed. They can exchange ideas resulting in finding solutions for any existing problems:
Good communication is essential for things to run smoothly. Smartphoto aims to provide its employees with more and better information about what goes on inside the company.
At the beginning of April 2020, a new social intranet was set up within smartphoto, With this new social intranet, smartphoto strengthens the group feeling, centralises all news and information across the different countries and provides a platform for a pleasant and optimal start of the working day for every employee. Such a social intranet has a number of advantages such as: an increase in employee involvement, more interaction between the different departments, an improved cooperation, a good flow of information from management to employees and vice versa (via Communities), a faster integration of new recruits in the organisation and more information available when teleworking.
It is important for smartphoto to deal with its partners in an open, honest and transparent manner. We also focus on a sustainable purchasing policy and inventory management.
As a listed company, smartphoto group considers it important to have an open and simultaneous communication with the shareholders and investors, such as the publication of the Annual report and the Half-yearly financial report, the publication of press releases and the separate "Investor relations" section on the website www.smartphotogroup.com.
Our responsibility towards the environment
One of smartphoto's challenges for the coming years is to further reduce its ecological footprint. By continuously making efforts and launching new initiatives to improve our energy efficiency, we can reduce our impact on the environment. For example, the following adjustments have already made a contribution to achieving this goal:
At smartphoto we continuously strive to develop processes that require less material or permit more ecologically friendly materials, reduce our energy consumption or reduce residual waste. Even minor adjustments contribute to this aim. All our offices have been equipped with motion sensor lighting. This, as well as a lot of other small initiatives, not only reduces our impact on the environment, but also leads to a better awareness of our possible impact on the environment among our employees.
Smartphoto supports initiatives that contribute to charity and community initiatives. This support is realised in various ways: a financial contribution, a doubling of the amounts collected by smartphoto employees, but also in the form of certain products or providing services as support.
During the first lockdown period, following the corona measures, Cartamundi, smartphoto and bpost have virtually joined forces in March 2020 and launched a heart-warming initiative through the 'I think of you' card game that children could personalise for their grannies and grandpas. At smartphoto.be, anyone could design his card game for free via the promo code provided, and this by a self-made drawing or photo that was printed on the back of the cards by Cartamundi 10,000 personalised card games were sent out free of charge and delivered to the grandparents thanks to bpost's home delivery service. In this way, smartphoto has contributed to a lively contact between the generations, making the attention and love for each other tangible.
When it became clear that wearing mouth masks would become a widespread practice, smartphoto immediately got started. Since May 2020, you can go to smartphoto.be to personalise your own reusable mouth masks. As specialists in personalised products, smartphoto has used its expertise to give this new barrier a more human touch.
In 2020, smartphoto also donated part of the turnover from the sale of the personalised mouth masks to support Covid-19 research. The amounts collected were transferred to the research funds of the universities of Ghent (UGent) and Louvain-La-Neuve (UCLouvain). With the financial support, the researchers try to find ways to combat the virus based on their expertise. For instance, the donated money has gone to research aimed at preventive protection and thorough detection, at developing tools to help the medical services cope with this crisis and at unravelling the virus.
Also in 2020, smartphoto supported FEESTvarken vzw by lending one of its employees to create graphic material. This non-profrl organisation is committed to tackling poverïy in Belgium by offering birthday packages 1o Íamilies in poverty, and conducting awareness-raising campaigns íor ïhe general public.
The initiatives lhat smartphoto has supported in recent years are: Bednet vzq Kinderkankerfonds vzW Kom op tegen Kanker, the 'Rospot' against Cancer, Think Pink vzw, FEESTvarken vzw and the Covid-19 research of UGent and UCLouvain.
The Board of Directors proposes to the General Meeting:
Wetteren, March 26, 2021
On behalf of the Board of Directors Sïef De corte, Permanent representalive of Acortis BV Managing Director
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