Governance Memorandum

Figure 1 Organization chart of the company and employees

4.1. Organization chart and management structure

The company has opted for a two-headed organization of its management bodies by the constitution of a board of directors and an executive committee:

Board of directors
The Board of directors defines the company's strategy and general policy. It supervises the executive committee and decides on the governance of the company. It also deals with all matters within its legal competence.

Executive committee
The executive committee is responsible for the operational management of the company within the limits of the strategy and general policy, and the risk policy approved by the board of directors. The Figure 1 illustrates schematically the organization chart of the company.

4.2. Board of directors

Role

The board of directors is a collegial body that defines the essential lines of the company's strategy, ensuring that it pursues the continuous creation of value and respects the values it assigns itself, particularly in relation to its integrity. The board of directors decides on the general policy of the company and actively monitors the quality of current management and its compliance with the adopted strategy, with a view to increasing the company's long-term value.

The board of directors provides the company with a guiding framework, ensuring that risks are properly assessed and managed through regular and rigorous controls.

Specifically, the board of directors shall:

1. To decide on the strategic orientations of the company on the proposal of the executive committee and, if necessary, on its own initiative.

2. Define the company's objectives and values.

3. Approve and regularly evaluate the general policy and strategy of the institution.

4. Evaluate and approve the annual budget prepared by the executive committee.

5. Review and decide on the compensation and benefits policy.

The board of directors monitors the activities of the company and especially the action and performance of the executive committee. The board of directors shall:

1. Monitor, advise, and evaluate the executive committee.

2. Control the implementation of the company's strategy.

3. Monitor the monitoring of the annual budget by the executive committee.

4. Review and approve the audited financial statements.

5. Reviewing the significant findings of the independent control functions (Compliance Officer, Risk Management, Internal Audit) , the supervisory authorities, and ensure that the executive committee takes appropriate measures to remedy any deficiencies.

The board of directors defines the composition and operation of the company's corporate bodies. In this respect, the board of directors must:

1. Define the appropriate profile of the board of directors and administrators.

2. To appoint the Chairman of the board of directors from among its members.

3. To make recommendations to the General Meeting of Shareholders regarding the optimal size and composition of the board of directors, as well as to select and propose to the General Meeting of Shareholders candidates for a position on the board of directors.

4. To provide for the temporary replacement of a vacant director's term of office in accordance with the bylaws.

5. Formulate proposals for changes to the remuneration policy.

6. Evaluate one's own effectiveness in carrying out one's role and responsibilities.

7. To appoint the members of the executive committee from among its members, as well as to elect its Chairman (i.e. CEO).

8. Designate the persons responsible for the independent control functions (Compliance Officer, Risk Management, Internal Audit).

Finally, the board of directors deals with all matters within its legal competence.

Composition

The board of directors is a collegial body. The board of directors is accountable to the General Assembly which appoints and dismisses the directors.

The board of directors consists of executive directors (members of the executive committee) and non-executive directors. Non-executive directors are directors who are not members of the executive committee, have no executive responsibilities within the company, and are not in charge of any operational line of the company.

The composition of the board of directors is determined on the basis of the following rules:

1. The composition of the board of directors must enable it to function effectively and efficiently;

2. The composition of the board of directors must be based on a diversity of experience and skills;

3. The board of directors has an equal number of executive and non-executive directors;

4. The non-executive directors have a high level of experience and competence in financial, technological or commercial matters.

The General Assembly appoints the directors on the proposal of the board of directors and decides on the number of directors.

The term of office of the directors is 3 years.

The composition of the board of directors reflects the presence of the reference shareholders in the company's capital, and is balanced by the addition of one or more independent directors, in the proportions mentioned above.

At the time of its composition and during its term of office, the Chairman of the board of directors verifies compliance with the rules on incompatibilities (legal incompatibilities, sufficient availability, prevention of conflicts of interest, authorization) of the mandates of each director. These rules and procedures are contained in the code of integrity and conduct.

Each non-founding shareholder or group of non-founding shareholders holding more than 5% of the company's shares has the right to appoint an observer member of the board of directors. An observer member of the board of directors has the right to attend meetings of the board of directors, to receive all preparatory documents or documents resulting from such meetings and to give his opinion. An observer member of the board of directors shall not be counted in the attendance quorums and shall not have a vote. The board of directors also has the right to designate a member observer.

Presidency

The board of directors shall elect a Chairman and Vice-Chairman from among its non-executive members. An observer member may not serve as Chairman or Vice-Chairman. The role of the Chairman of the Board The board of directors' role is to ensure the effective and efficient functioning of the board of directors in accordance with this Governance Memorandum. He is responsible for developing and maintaining a climate of trust in the board of directors, and contributes to open dialogue and responsible decision-making. He maintains a regular dialogue with the Chairman of the executive committee. He ensures effective communication with the shareholders. He chairs the General Meeting. In consultation with the CEO, he represents the company and promotes its interests in public and private circles.

The Vice-Chairman of the board of directors replaces the Chairman of the board of directors in the absence of the latter, or when the latter has a conflict of interest. In such cases, the Vice-Chairman of the board of directors shall temporarily assume the above roles.

Operation

The board of directors shall meet at least 8 times per year, and/or whenever a member of the board of directors deems it necessary. Meetings of the board of directors may be held by any available means of communication (such as video, telephone, or any means using the Internet), provided that security and confidentiality are maintained. A director who is unable to attend a meeting may be represented by another director. The simple electronic signature is used for the signature of the minutes, resolutions and other decisions or documents of the board of directors.

One week prior to the meeting, the Chairman of the board of directors shall send to all members the agenda items, as well as all relevant documents for the various agenda items. At least once a year, the agenda for a board meeting shall include the following items:

1. Review of risk management, including AML risk;

2. Review of the adequacy of the internal control organization ;

3. Client complaint review ;

4. FSMA internal control assessment report ;

5. Prudential requirement report on the company's balance sheet.

At the end of each quarter, the board of directors reviews the company's results and financial statements.

The board of directors may only deliberate and decide validly if:

1. The majority of its members are present or represented;

2. The majority of the non-executive directors are present or represented.

If these quorums are not reached, a new meeting is called. An observer member of the board of directors shall not be counted in the attendance quorums.

In adopting solutions, the board of directors seeks consensus as a matter of priority. When no consensus can be reached, resolutions of the board of directors are taken by majority vote. An observer member of the board of directors does not have a vote. In the event of a tie, the Chairman of the Board of Directors shall have the casting vote. Resolutions of the board of directors may also be passed unanimously by written agreement of the directors, without the need for a meeting. In this case, the directors shall each sign a single document or several copies thereof and the date of adoption of the resolution shall be the date of the last signature.

The minutes, approved by the board of directors, shall be signed by the directors present at the board of directors meeting no later than the day following the meeting. A simple electronic signature is customary.

The board of directors takes care to avoid conflicts of interest. In the event of a conflict of interest, the board of directors applies the procedures provided for in the Articles of Association or, failing that, the law.

The non-executive directors meet at least once a year, in the absence of the executive directors.

Commitment

The directors undertake to attend the board of directors regularly. They actively engage in the performance of their duties as directors and form their own independent opinions and judgments. They allow reasonable time and energy to review the information necessary to understand the critical issues facing the company. They put the interests of the company ahead of their personal interests and those of the shareholders when making a decision.

Compensation

Directorships are compensated, unless the individual is also a member of the executive committee, in which case he or she is already compensated for his or her activities as a director. The terms of the observer members of the board of directors are not compensated.

The amount of the directors' remuneration is decided by the board of directors in a collegial manner in a proportion that does not jeopardize the financial health of the company.

4.3. Executive committee

Role

The role of the executive committee is:

1. Ensure and organize the direction and daily operations of the company's activities;

2. To perform all acts necessary or useful to achieve the objectives of the company, except those reserved to the board of directors or the General Assembly;

3. Execute the strategy approved by the board of directors and report to the board of directors on the implementation of the various policies;

4. Organize and manage support functions (e.g. human resources, legal matters, tax matters, internal and external communication, IT);

5. To ensure the commercial, operational and technical management of the company;

6. To report to the board of directors on the financial situation of the company and on all aspects necessary to accomplish these tasks;

7. Ensuring the organization, orientation and evaluation of internal control mechanisms and procedures, without prejudice to the control exercised by the board of directors;

8. To research and formulate strategy and policy proposals for submission to the board of directors.

The executive committee reports to the board of directors on the exercise of its responsibilities. It may seek the advice of external advisors for the performance of tasks within its competence, at the company's expense.

The acts of the board of directors are characterized by efficiency and are free from formalism and procedural constraints.

Composition

All members of the executive committee are executive directors on the board of directors.

The members of the executive committee are appointed by the board of directors, on the proposal of the Chairman of the board of directors. They must have sufficient financial expertise, professional integrity and managerial and leadership skills. The composition of the executive committee must represent a diversity of skills and experience.

The term of office of the members of the executive committee is 3 years. The mandate is renewable.

At the time of its composition and during its exercise, the Chairman of the executive committee verifies compliance with the rules on incompatibilities (legal incompatibilities, sufficient availability, prevention of conflicts of interest, authorization) of the mandates of each of its members. These rules and procedures are contained in the code of integrity and conduct.

Presidency

The board of directors appoints the Chairman of the executive committee from among the executive directors who are members of the executive committee.

The responsibilities of the Chairman of the executive committee are as follows:

Chairing the executive committee

Preside, direct and organize the smooth running of the meetings of the executive committee.

Determine objectives and evaluate performance

Determine the objectives of the executive committee and evaluate its performance in collaboration with the other members of the executive committee.

Fostering the corporate culture

Foster the company culture by demonstrating strong ethics, integrity and accountability.

Communicate the company's values

Communicate the company's values and inspire the conduct of the company's employees.

Provide guidance and support to other members of the executive committee

Guide, support and advise other members of the executive committee in the execution of their individual operational responsibilities.

Be the spokesperson

Act as the company's primary spokesperson to the public.

Maintain dialogue with the Chairman of the board of directors

Maintain an ongoing dialogue with the Chairman of the board of directors in an open and effective manner.

Maintain dialogue with shareholders

Maintain an ongoing dialogue with shareholders and ensure that members of the executive committee understand shareholder issues.

Operation

The executive committee meets at least once a week.

The executive committee can only deliberate if a majority of its members are present or represented.

The executive committee is a collegial body and decisions are made by consensus. All members of the executive committee share responsibility for these decisions.

The executive committee may invite to its meetings any person who is not a member of the executive committee and whose presence it deems useful.

Relations with the board of directors

The executive committee is accountable to the board of directors. It strives to maintain a regular, open and constructive dialogue with the board of directors.

At each meeting of the board of directors, the executive committee shall report to the board of directors on its activities.

Commitment

Members of the executive committee actively engage in their duties as members of the executive committee and form their own independent opinions and judgments. They give reasonable time and energy to review the information necessary to understand the critical issues facing the Company. They put the interests of the company ahead of their personal interests and those of the shareholders when making decisions.

Representation of the company

The company is validly represented in all acts by a member of the executive committee.

Compensation

The executive directors' mandates are remunerated. The amount of the remuneration of the executive directors is decided by the board of directors in a collegial manner in a proportion that does not jeopardize the financial health of the company.

5. Internal control

Internal control is the set of measures which, under the responsibility of the board of directors, must ensure with reasonable assurance :

1. An orderly and prudent conduct of business, framed by well-defined objectives;

2. Economic and efficient use of committed resources;

3. Adequate knowledge and control of risks in order to protect the heritage;

4. Integrity and reliability of financial and management information;

5. Compliance with laws and regulations as well as internal policies and procedures.

5.1. First line of defense: operational departments

The first line of defense internal control measures are related to:

1. Organizational measures of the company (definition of functions and responsibilities, hierarchy, etc.).

2. Employees' compliance with the specific policies and procedures applicable to them.

The board of directors and the executive committee foster a positive attitude towards internal control and compliance with the company's organization, policies and procedures.

The enforcement of the organization, policies and procedures is entrusted to the executive committee. The executive committee is responsible for evaluating them regularly. It receives an annual report from the Compliance Officer, the Risk Manager and the Internal Audit.

5.2. Second line of defense: compliance and risk management

The second line of defense is characterized by the presence of two functions:

1. The purpose of Compliance is to ensure compliance with the rules relating to the integrity of the investment activity. A charter has been established to determine the purpose, objectives, powers, organization and competencies of this function.

2. The purpose of risk management is to carry out permanent monitoring of the company's risks, to measure their extent and to take practical measures to limit them as much as possible. A charter has been drawn up to determine the purpose, objectives, powers, organization and skills of this function

Each of these functions is separate from the operational activity to which it relates. These functions report directly to the executive committee and the board of directors.

On the basis of an annual report prepared by each of the functions, the board of directors assesses whether they have adequate resources to operate properly in accordance with the objectives assigned to them.

Compliance

Compliance is an independent function within the firm focused on reviewing and improving compliance by the firm and all its employees with the legal and/or regulatory rules of integrity and conduct that apply to the firm and specifically to the investment business.

These rules are both those derived from the firm's internal policies and procedures and those enshrined in the legislation regulating the status of investment firms and other legal and regulatory provisions applicable to the sector. Compliance includes the effective application of the firm's integrity policy.

Compliance risk is the risk that an institution and/or its employees may be subject to legal, administrative or regulatory sanctions for failure to comply with legal and regulatory rules of integrity and conduct, resulting in loss of reputation and possible financial loss.

The compliance function is focused on the respect of rules related to :

1. The integrity of the company's operations; and

2. Controlling the company's compliance risk.

The Compliance Officer coordinates and takes the necessary initiatives to ensure that all departments effectively apply the code of conduct in the area of investment activity integrity.

The board of directors must regularly check whether the company has an adequate compliance function. For this purpose, it can rely on the reports of both the internal audit department and the compliance officer, who submits a comprehensive report to the board at least once a year.

The mandate of the Compliance Officer is granted by the board of directors for a period of one year, renewable. His role, mission and prerogatives are set out in the Compliance Charter.

Risk management

Risk management is part of the second line of internal control. It is an independent function focused on the definition and detection of risks related to the company's activities.

The company must have an independent risk management control function. This function is in charge of identifying, analyzing, disseminating and monitoring all present and future risks that the company may face.

The objective of the risk management function is to ensure that all significant risks to the company are identified, assessed, managed, monitored and properly reported. The function is responsible for setting up a risk management system which has the following missions

1. Identify key risks and determine if significant risks have been identified;

2. Define a risk management strategy consistent with the company's strategy;

3. Review and approve risk management policies and procedures;

4. Control that risks are handled in accordance with the company's risk appetite;

5. Evaluate the effectiveness of risk management policies and procedures;

6. Ensure that the company complies with risk management policies and procedures.

The mandate of the Risk Manager, i.e. the person in charge of the risk management function, is granted by the board of directors for a renewable period of one year. His role, mission and prerogatives are set out in the Risk Management Charter.

5.3. Third line of defense: internal audit

The purpose of the Internal Audit function is to verify the proper application of procedures by employees and to detect any failure to do so.

The internal audit function has the following missions:

1. Provide the company's board of directors with reliable and independent assessment and assurance of the risks and effectiveness of the company's internal control environment;

2. To provide the company with relevant internal control expertise to manage its risks and improve the quality of its processes in pursuit of its current and future strategic objectives;

3. Achieve this goal through insight and credibility, practical and compelling reporting, and interaction with stakeholders.

The company's internal audit department and its auditors must be professional, independent, objective, and work in partnership with actual management in a positive, proactive, contributory and consultative manner.

The mandate of the Head of Internal Audit is granted by the board of directors for a period of one year, renewable. The role, mission and prerogatives of the Head of Internal Audit are set out in the Audit Charter.

5.4. Reporting financier

The company is legally obliged to draw up annual accounts, the form and content of which are determined by law. These annual accounts include the balance sheet, the income statement and the notes to the accounts and form a whole.

The company is supervised by the FSMA in the context of its mission of prudential supervision of the financial sector. In this respect, the company periodically provides the FSMA with information concerning its financial statements.

The company does not meet the legal criteria requiring the use of an external audit and benefits from the exemption in this respect. In the absence of an external audit, the member of the board of directors in charge of financial supervision takes over the responsibilities usually entrusted to the statutory auditor and is responsible for monitoring the process of preparing the financial information and the statutory audit of the annual accounts. However, he or she relies on the expertise of an external accounting and fiduciary firm to assist in this task.

6. Activities, values and integrity

The company offers clients two regulated services:

1. Portfolio management; and,

2. Life insurance intermediation.

The company is convinced that its success depends on the behavior of each of its employees. In addition to rigorous compliance with laws and regulations, the company is committed to respecting its own values, which shape its reputation, its corporate culture and its organization.

The company is aware of the importance of promoting and ensuring its integrity in all segments of its business. The attention of all employees is drawn to the respect of the integrity policy and its impact on the company's reputation.

In addition, the company must adopt a responsible behavior regarding deontology. Thus, in order to respect their personal integrity, employees must always respect the ethics and rules.

The company's core values and ethics are a reference point for the behavior to be adopted or the decisions to be made, especially when there are no specific rules or procedures.

In the conduct of its business, the company and its employees are committed to the fundamental values it has set for itself and which are set out in its code of integrity and conduct.

Services to clients are provided from its headquarters in Belgium, but are not limited to Belgian residents.

7. Evaluation and update

The board of directors regularly reviews and updates this governance memorandum. In case of changes, the executive committee is responsible for proposing an adapted version to the board of directors, which approves the new version.