• Work environment,
• Relations and conflicts of interest,
• Resources,
• Accounting, reporting, legal compliance,
• Code administration.

Download Governance Charter (including the 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 December 31, 2009, the Board of Directors was made up of 8 members whose mandates expire on the following dates:

	Appointment date Term of mandate ACCESS DIRECT S.A., represented by Pierre RION, Chairman, Independent Director 18.05.10 May 2014 Francis BODSON, Independent Director 18.05.10 May 2011 Michel COUNSON, Shareholder, Managing Director 18.05.10 May 2016 Jean DUMBRUCH, Executive Director 17.05.05 May 2011 Jacques GALLOY, Executive Director 20.05.08 May 2014 Pierre L’HOEST, shareholder, Managing Director 18.05.10 May 2016 Laurent MINGUET, shareholder, Director 18.05.10 May 2011 Jean-Pierre PIRONNET, Director 18.05.10 May 2011 Christian RASKIN, Independent Director 18.05.10 May 2011

Francis BODSON (61) (1) Director since 25 September 1998, Francis Bodson is Deputy Managing Director of BeTV (former CANAL+ Belgium) and has also been Head Engineer since Canal+ Belgium 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 specialised in acoustics.	Michel COUNSON (48) (2)  CTO of the company since it was founded in 1994, Michel Counson 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 alongside Pierre L’HOEST, he is part of the management team of the EVS Group and is Manager of the Hardware Department.
Jean DUMBRUCH (58) Jean DUMBRUCH graduated as an Electronics Engineer and has been very active in the company from the very beginning. He is a Director of several companies and is actively involved in the management of the EVS Group, where he has particular responsibility for administrative matters.	Jacques GALLOY (39) (2) Director and CFO since May 21, 2002, Jacques GALLOY is Chief Financial Officer of EVS. He is a Commercial Engineer, started his career at PriceWaterhouseCoopers in Luxemburg, and then at RTL Group. He is at the head of EVS Corporate Department and participates actively in the group's international development. He is also Director of XDC S.A., EVS's digital cinema subsidiary.
Pierre L’HOEST (51) (2) 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.	Laurent MINGUET (50) Director of the company since it was founded in 1994, Laurent MINGUET 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 daily management of EVS at the end of 2004 and was Managing Director of XDC (subsidiary active in digital cinema) until the end of 2007. Via his company IMG S.A., he is involved in many investment projects, mainly sustainable and real estate developments, in Belgium and in Senegal.
Jean-Pierre PIRONNET (59) (3) Jean-Pierre Pironnet is Director of different non listed companies, and is managing private assets. He was an active shareholder of EVS from the foundation of the company until its listing in 1998, during which he played an important role. He is a Doctor in Medicine from the University of Liège.	Christian RASKIN (62) (1)(3) Christian Raskin has been a member of the Board of Management of Draka Holding, a major European cable company with leading positions in Belgium, the Netherlands and France. He holds a Master in Economics from the UCL in Belgium. In 1984, he cofounded Zetes Electronics (today Zetes Industries, listed on Euronext Brussels). He joined Draka in 1991 and was successively Managing Director of Plasma Optical Fiber BV in Eindhoven (Netherlands), Draka France, Draka Nederland BV, before joining the corporate office and the Board of Management of Draka in 2001. He will serve as independent Director on the Board of EVS.
Pierre RION (50) (1)(3) Pierre Rion is cofounder of the IRIS Group that he co-managed until 2001. He is a qualified Electronics and Computing Civil Engineer from the University of Liège, a Business Angel, and he also sits on the boards of other Belgian companies, including Parc Paradisio, Akkanto and Belrobotics.

(1) Members of the Compensation Committee
(2) Members of the Executive Committee
(3) Members of the Audit Committee

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 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 2009, the Board met eight times and discussed the following matters: R&D and product developments, monitoring subsidiaries, buyback of treasury shares and market animation, the 2009 business updates, the 2010 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
- Christian RASKIN, Independent Director, Chairman
- ACCESS DIRECT S.A., represented by Pierre RION, Independent Director
- Jean-Pierre PIRONNET 

The Audit Committee is composed of three Directors. This committee assists the Board of Directors in its responsibilities concerning the integrity of the financial information relating to the company and, in particular, supervising the financial reports, the internal audit function, the external audit function and the relations between the company and its shareholders. The Audit Committee met twice in 2009 in the presence, for most of the topics, of the CFO and the company’s Auditor.

2.2. Compensation Committee
- ACCESS DIRECT S.A., represented by Pierre RION, Chairman, Independent Director
- Francis BODSON
- Christian RASKIN, Independent Director

The Compensation Committee is composed of three 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 twice in 2009.

3. Day-to-day management

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

3.1. Executive Committee
- Michel COUNSON, Managing Director and CTO
- Pierre L'HOEST, Managing Director and CEO
- Jacques GALLOY, Director and CFO

The Executive Committee coordinates the monitoring and development of the company and its affairs. Its members are in permanent contact, receive information on the group’s financial situation, sales and projects, and the Committee takes operational decisions such as appointing or dismissing staff and concluding contractual agreements.

3.2. Broadcast Executive Committee
Since 2003, a Broadcast Executive Committee has been in place to help defining the requirements in terms of “Broadcast” products, draw up specifications documents, establish and follow the “Roadmap” for the R&D Department and determine commercial policies. The committee meets twice a month. 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), with the support of the heads of the R&D and the Business Units, 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, standardizing 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), Thierry KEUTGEN (R&D XT platform), Frédéric LEMINEUR (Human Resources), Philippe GILBERT (Information Systems) and Nicolas BOURDON (Marketing). The total amount of the gross remunerations received by the Management Committee members in 2009 was EUR 1,456 thousands. The total number of warrants held by these members was 28,100 as at December 31, 2009.

3.4. Operational management of subsidiaries
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 organization enables very efficient provision of information at the group level as well as rapid decision-making. The group’s commercial policy is coordinated by the parent company, and each region has an operational autonomy which allows creating an optimal contact with the market.

The subsidiary XDC S.A., a 41.3% subsidiary of EVS, is totally autonomous as far as R&D, production, sales and marketing and administration are concerned. Serge PLASCH is the CEO and Managing Director of XDC, with the help of an experienced Executive Committee. With a diluted shareholding of 30.2%, EVS remains the most important shareholder, with 2 seats at the Board of Directors on a total of 7. EVS remains strongly involved in the strategic choices, but does not have any significant leverage on the operational management of this subsidiary, whose team and location are now entirely independent from EVS.

4. External audit

The audit of the statutory and consolidated accounts of EVS Broadcast Equipment S.A. is carried out by BDO (B-00023), represented by Felix FANK (F-01438), Belgian Réviseur d’Entreprise. The mandate of the Auditor will be ending at the Ordinary General Meeting of May 2010.

In 2009, the compensation received by the Statutory Auditor, BDO (B-00023), represented by Felix FANK (F-01438) and by its associated companies, amounted to EUR 72,938 in aggregate for its duties as Auditor (EUR 39,864) and also for other duties (EUR 33,074).