EVS

• Work environment.
• Relations and conflicts of interest.
• Resources.
• Accounting, reporting, respect of laws.
• Code administration.

Download Governance Charter and Code of Ethics

Some points are detailed further.

1. Board of Directors

The company is run by a Board of Directors whose members are appointed for a maximum term of 6 years. On 31 May 2008, the Board of Directors was made up of 9 members, which mandates expire on the following dates:

	Appointment date Term of mandate BIP Investment Partners S.A., Shareholder, Independent Director Represented by Marc FABER 15.05.07 May 13 Francis BODSON, Independent Director 18.05.04 May 10 Michel COUNSON, Shareholder, Managing Director & CTO 18.05.04 May 10 CYTINDUS S.A., shareholder, Chairman, Independent Director Represented by Michel DELLOYE 18.05.04 May 10 Jean DUMBRUCH, Shareholder, Executive Director 17.05.05 May 11 Jacques GALLOY, Executive Director & CFO 21.05.02 May 13 Pierre L’HOEST, Shareholder, Managing Director 18.05.04 May 10 Laurent MINGUET, Shareholder, Director 18.05.04 May 10 Pierre RION, Independent Director 18.05.04 May 10

Francis BODSON (60) Director since 25 September 1998, Francis Bodson is Deputy Managing Director of BeTV (former CANAL+ Benelux) and has also been Head Engineer since Canal+ Benelux started in 1988. He has also been CIO since 2002. He was Director of Engineering at RTBF (“Radio Télévision Belge de service de la Communauté Française de Belgique”) for fifteen years (1973- 1988). He graduated as a Civil Engineer in electronics at the University of Liege and specialises in acoustics.	Michel COUNSON (47) CTO of the company since it was founded in 1994. He graduated from the “Institut Electronique” in Liège in 1982. He started his career as a Hardware Engineer with TECHNIQUE DIGITAL VIDEO S.A. in 1983 before founding his own company, VIDEO SYSTEM ENGINEERING S.P.R.L. in 1986 which used to work in partnership with EVS on numerous projects. The two companies merged in 2000. Working beside Pierre L’HOEST, he is part of the management team of the EVS Group and is Manager of the Hardware Department.
Michel DELLOYE (51) Director of EVS since June 1997, Michel DELLOYE runs his own investment management company, Cytindus S.A. which invests in industrial or service companies whose strategy is actively encouraged by the company. Legal expert, he was Managing Director of Groupe Bruxelles Lambert in Brussels and New York and then of Compagnie Luxembourgeoise de Télédiffusion (CLT-UFA, now RTL Group) in Luxemburg and then of Central European Media Enterprises in London. He sits on the Board of Directors of various companies, including Telenet, Brederode, Odyssey Group (L), Compagnie du Bois Sauvage and Matexi Groep.	Marc FABER (49) General Manager of BIP Investment Partners since January 2003, Marc Faber previously held a number of positions in Finance, Strategic Planning and Marketing in the industrial and IT sector. Marc Faber holds an aeronautical engineering degree from the University of Liège and received his MBA from INSEAD.
Jean DUMBRUCH (56) Jean DUMBRUCH graduated as an Electronics Engineer and has been very active in the company from the very beginning. He is Director of several companies and is actively involved in the management of the EVS Group, where he has particular responsibility for administrative matters.	Pierre L’HOEST (49) Managing Director of the company since it was founded in 1994, Pierre L'HOEST graduated from the “Académie d’Architecture” (Academy of Architecture) in Liège as an Architect specialising in computer processing and 3D modelling. Since 1984, he has acquired extensive expertise in video simulation production. He was involved in the foundation of EVS in 1994 following the purchase of the company’s assets, and is now CEO of EVS.
Jacques GALLOY (37) Director since May 21, 2002, Jacques GALLOY is Chief Financial Officer of EVS. He is a commercial engineer and worked for PriceWaterhouseCoopers in Luxemburg and then for the RTL Group as the Financial Controller of RTL Netherlands and Business Development Manager TV & Radio.	Laurent MINGUET (478 Director of the company since it was founded in 1994. He graduated from the University of Liège as a Physicist Engineer in 1982, specialising in digital analysis. With Pierre L’HOEST, he contributed to the creation of EVS in 1994. He stepped down from the management of EVS at the end of 2004, to become CEO of XDC (the subsidiary active in digital cinema) until the end of 2007.
Pierre RION (48) Pierre Rion is co-founder of the IRIS Group, in which he now holds the position of Honorary Chairman. Pierre RION is a qualified Electronics and Computing Civil Engineer from the University of Liège. He also sits on the boards of other Belgian companies, including Parc Paradisio and the Fondation Roi Baudouin.

How the Board of Directors operates

In accordance with the company’s statutes, decisions are taken by a majority vote but, up to now, these decisions have been usually been taken on the basis of general agreement among the Directors present. The members are provided with various documents at each Board Meeting or these are enclosed with the notification of the meeting: these documents include reports, financial results, investment documents and other papers relating to the items on the agenda. In 2007, the Board met six times and discussed the following matters: R&D and product developments, monitoring subsidiaries, buyback of treasury shares and market animation, the 2008 budget, examining acquisition and partnership projects, preparing press releases and preparation of General Meetings.

2. Specialised committees attached to the Board

2.1. Audit Committee
The Chairman of the Audit Committee is BIP Investment Partners represented by Marc FABER, Director, and the other members are CYTINDUS represented by Michel DELLOYE and Pierre RION. The three members are Independent Directors. This committee assists the Board of Directors in its responsibilities concerning the integrity of financial information for the company and, in particular, supervising the financial reports, the internal audit, the external audit and the relations between the company and its shareholders. The Audit Committee met twice in 2007 in the presence, for most of the topics, of the CFO and the company’s Auditor.

2.2. Compensation Committee
The Compensation Committee is chaired by Pierre RION, President, assisted by Francis BODSON and CYTINDUS represented by Michel DELLOYE. The three members are Independent Directors. This committee assists the Board of Directors in its responsibilities concerning the setting of remuneration for the company’s executives and managers. This committee met once in 2007.

3. Day-to-day management

The Board of Directors has delegated day-to-day management to the following committees:

3.1. Executive Committee
The Executive Committee coordinates the monitoring and development of the company and its affairs. It meets every quarter, receives information on the group’s financial situation, sales and projects and takes operational decisions such as appointing or dismissing staff and concluding contractual agreements. The committee is composed of two Managing Directors, Pierre L’HOEST, CEO and Michel COUNSON, CTO, and Jacques GALLOY, CFO.

3.2. Broadcast Executive Committee
Since 2003, a Broadcast Executive Committee has been in place to help define the requirements in terms of “Broadcast” products, draw up specifications documents, establish and follow the “Roadmap” for the R&D departments and determine commercial policy measures. The committee meets every week. It includes the members of the Executive Committee and Bernard STAS (General Product Manager), Henry ALEXANDER (General Sales Manager EMEA), Luc DONEUX (General Sales Manager APAC) and Frédéric GARROY (General Sales Manager NALA), and is supported selectively by the heads of the R&D and Marketing departments depending on the items on the agenda.

3.3. Management Committee of EVS Belgium
The role of this committee is to ensure optimum general coordination of Belgian resources to meet the strategic objectives of the group, including in areas such as appointing new people, standardising pay policy, developing staff assessment procedures, improving internal communication and allocating premises. This committee meets twice a year, and is made up of the members of the Executive Committee and Henry ALEXANDER (Sales), Thierry DELBROUCK (Production), Bernard STAS (Products), Philippe LATOUR (R&D Software Manager), Thierry KEUTGEN (R&D XT platform), Frédéric LEMINEUR (Human Resources), and Nicolas BOURDON and Yves ROLUS (Marketing). The total amount of the gross remunerations received by the Management Committee members in 2007 was EUR 1,455 thousands. The total number of warrants held by these members was 40,600 as at 31 December 2007.

3.4. Operational management of subsidiaries and business units
The Board delegates the necessary powers to its subsidiaries to ensure their operational functioning. The commercial and support subsidiaries are easy to control because their activities are entirely dependent on EVS Broadcast Equipment S.A., based in Liège (Belgium): delivery of promotional materials, presence at trade fairs, supply of machines or exchange parts, and accounts. The representatives of the EVS Board of Directors and, where appropriate, the local managers make up the management bodies of these commercial subsidiaries. The subsidiaries are spread over three geographical regions (America, Europe/Africa/Middle East, Asia/Pacific). Each region is coordinated by a General Sales Manager who is a member of the Broadcast Executive Committee. This type of organisation enables very efficient provision of information at the group level as well as rapid decision-making. The group’s trading and marketing policy is coordinated by the parent company. The subsidiary XDC S.A., a 47.2% subsidiary of EVS, is totally autonomous as far as R&D, production, sales and marketing and administration are concerned. Until 31 December 2007, it was under the leadership of Laurent MINGUET, CEO and Managing Director of XDC (and also a member of the Board of Directors of EVS). Since 1 January 2008, Serge PLASCH has been the CEO and Managing Director of XDC. Since its dilution in XDC from 60.17% to 47.20% in June 2006, EVS does not have any significant leverage on this subsidiary, whose team and location are now entirely independent from EVS.

4. External audit

Until the Ordinary General Meeting of May 2007, the audit of the statutory and consolidated accounts of EVS Broadcast Equipment S.A. was carried out by ERNST & YOUNG, Réviseurs d’Entreprises S.C.C. (B160), represented by Philippe PIRE, Partner. The Ordinary General Meeting of May 2007 decided to give a three-year mandate to BDO Atrio (B-00023), represented by Felix FANK (F-01438), Belgian Réviseur d’Entreprise, ending at the Ordinary General Meeting of 2010. The compensation received by ERNST & YOUNG and its associated companies from January to May 2007 amounted to EUR 12,550 in aggregate for its duties as Auditor (EUR 3,500) and also for other duties (EUR 9,050). In order to comply with the independence rules of the Auditor, certain derogations were given where necessary. The compensation received by BDO ATRIO and its associated companies from May to December 2007 amounted to EUR 17,450 in aggregate for its duties as Auditor. In order to comply with the independence rules of the Auditor, certain derogations were given where necessary.