• 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. In November 2008, BIP Investment Partners S.A. resigned from the Board of Directors of EVS.  On December 31, 2008, the Board of Directors was made up of 8 members, which mandates expire on the following dates:

	Appointment date Term of mandate Francis BODSON, Independent Director 18.05.04 May 2010 Michel COUNSON, Shareholder, Managing Director 18.05.04 May 2010 CYTINDUS S.A., shareholder, Independent Director, Chairman, represented by Michel DELLOYE 18.05.04 May 2010 Jean DUMBRUCH, Executive Director 17.05.05 May 2011 Jacques GALLOY, Executive Director 21.05.02 May 2014 Pierre L’HOEST, shareholder, Managing Director 18.05.04 May 2010 Laurent MINGUET, shareholder, Director 18.05.04 May 2010 Pierre RION, Independent Director 18.05.04 May 2010

Francis BODSON (61) 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) 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.
Michel DELLOYE (52) Director of EVS since June 1997, and Chairman of the Board since November 2006, Michel DELLOYE runs his own investment company, Cytindus S.A., which invests in industrial or service companies whose strategy and development is actively encouraged by the company.  He was Managing Director of Groupe Bruxelles Lambert in Brussels and New York, 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.	Jean DUMBRUCH (56) 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 (38) Director and CFO 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.	Pierre L’HOEST (50) 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.
Pierre RION (49) Pierre Rion is co-founder of the IRIS group that he co-managed until 2001, bringing it public.  He is a qualified Electronics and Computing Civil Engineer from the University of Liège. He also sits on the boards of other Belgian companies, including XDC, Parc Paradisio, Akkanto, Belrobotics and IDDI.	Laurent MINGUET (49) 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 management of EVS at the end of 2004, to launch XDC (subsidiary active in digital cinema) until the end of 2007.  He is involved in many investment projects related to sustainable development.

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 2008, 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 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
- Cytindus S.A., represented by Michel DELLOYE, Chairman
- Pierre RION

Following the resignation of BIP Investment Partners S.A. in November 2008 from its mandate as Director of EVS and Chairman of the Audit Committee, the latest is composed of two Independent 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 2008 in the presence, for most of the topics, of the CFO and the company’s Auditor.

2.2. Compensation Committee
- Pierre RION, Chariman
- Francis BODSON
- CYTINDUS S.A., 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 twice in 2008.

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 departments 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), and is supported by the heads of the R&D and Marketing departments or the Business Unit Managers 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 2008 was EUR 1,292 thousands. The total number of warrants held by these members was 23,950 as at December 31, 2008.

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 decisionmaking. 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 47.2% 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 42.69%, EVS remains the most important shareholder, with 4 seats at the Board of Directors on a total of 11. 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 Atrio (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 2010.

In 2008, the compensation received by the Statutory Auditor, BDO Atrio (B-00023), represented by Felix FANK (F-01438) and by its associated companies, amounted to EUR 45,284 in aggregate for its duties as Auditor (EUR 34,900) and also for other duties (EUR 10,340).