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Governance Memorandum

1. Introduction

The company has set out in this Governance Memorandum the principles governing the operation of its activities in the pursuit of its corporate purpose. These principles are applied in the company’s articles of association, in its management structure, and in its general organization.

The memorandum also describes the internal organizational procedures implemented in accordance with these principles. All of these founding principles form the company’s governance policy. It is available to the public on the company’s website.

2. Purpose and Mission of the Company 

The purpose of the company is to carry out all activities related to transactions in financial instruments and life insurance products, as well as the provision of services relating to financial instruments and life insurance products, and all activities that fall within, support, or complement the main activities.

The mission of the company is to enable individual investors to build and manage high-performing investment portfolios and pension plans, easily.

By “easily,” it is meant that clients can access the company’s services in the way that best suits them: either through the company’s online applications, via its human advisors, or a mix of both.

By “high-performing,” it is understood that the company’s portfolio management is based on a passive investment strategy using index funds. The company, along with many academics and professionals, believes that this approach performs better in the long term than an active investment strategy.

3. Shares, Shareholders and Capital 

3.1. Share Capital

The share capital is set at 9,301,350.75€, represented by 2,213,364 shares without nominal value, each representing an equal share of the company’s capital.

3.2. Shareholders’ Strategy 

The shareholders of Easyvest are guided by the desire to prioritize:

  1. Positive long-term financial performance 
    The long-term positive development of the company takes precedence over one-off annual results. 

  2. Sustainability of activities through innovation 
    The company’s sustainability is ensured by maintaining and developing an efficient working method that constantly seeks innovation. 

  3. A service based on the company’s core values 
    In its dealings with clients, employees, and suppliers, the company is committed to promoting its values of honor, dedication, excellence, simplicity, and innovation. 

4. Organization and Management Structure of Easyvest 

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Figure 1: Company Organizational Chart and Staff

4.1. Organizational Chart and Management Structure

The company adopts a monistic governance structure, within the meaning of the CSA and pursuant to its articles of association, with a “Board of Directors” acting as the governing body. In addition, this governing body appoints a day-to-day management body, referred to as the “Management Committee”: 

4.2. Board of Directors 

Role

The Board of Directors is a collegial body that defines the company’s strategic directions, ensuring continuous value creation and adherence to core values, particularly those related to integrity. It sets the general policy of the company and actively monitors the quality of daily management and its alignment with the adopted strategy, with a view to enhancing long-term corporate value.

The Board provides overall governance, ensuring proper risk assessment and management through regular and rigorous controls.

In particular, the Board must:

  1. Set the company’s strategic direction based on the Management Committee’s proposals and, where applicable, on its own initiative;

  2. Define the company’s objectives and values;

  3. Approve and regularly evaluate the main lines of the company’s general policy and strategy;

  4. Approve and evaluate the annual budget prepared by the Management Committee;  

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

The Board also supervises the company’s activities, particularly the actions and performance of the Management Committee. Specifically, it must:

  1. Supervise, advise, and evaluate the Management Committee;

  2. Monitor the implementation of the company’s strategy;

  3. Oversee the execution of the annual budget by the Management Committee;

  4. Review and approve the audited financial statements;

  5. Take note of significant findings from independent control functions (Compliance Officer, Risk Management, Internal Audit), regulatory authorities, and ensure that the Management Committee takes appropriate corrective measures.

The Board also defines the composition and operation of the company’s governing bodies. In this respect, the Board must:

  1. Define the appropriate profile for the Board and its members;

  2. Appoint the Chair of the Board from among its members;

  3. Make recommendations at the general shareholders’ meeting regarding the optimal size and composition of the Board, and propose candidates for Board positions;

  4. Provisionally replace any vacant Board position in accordance with the articles of association;

  5. Make proposals for changes in the compensation policy;

  6. Evaluate its own effectiveness in fulfilling its roles and responsibilities;

  7. Appoint the members of the Management Committee from within, and elect its Chair (i.e., the CEO);

  8. Appoint individuals responsible for independent control functions (Compliance, Risk Management, Internal Audit) and the statutory auditor if applicable.

Finally, the Board deals with all matters falling under its legal competence.

Composition of the Board of Directors

The Board of Directors is a collegial body. It is accountable to the General Meeting, which appoints and removes the directors.

The Board of Directors consists of executive directors (members of the Management Committee) and non-executive directors. Non-executive directors are those who are not part of the Management Committee, do not exercise any executive responsibility within the company, and are not in charge of any operational line of the company. 

The composition of the Board of Directors is determined based on the following rules:

  1. The composition must allow the Board to function effectively and efficiently;

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

  3. The Board must include at least as many non-executive directors as executive directors;

  4. The non-executive directors must have high-level experience and expertise in financial, technological, or commercial matters.

The General Meeting appoints the directors upon proposal by the Board of Directors and determines the number of directors.

The duration of directors’ terms is three years. The mandate is renewable.

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

Upon its formation and during its functioning, the Chair of the Board ensures compliance with rules on incompatibilities (legal incompatibilities, sufficient availability, conflict of interest prevention, authorization) applicable to each director’s mandates. 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 has the right to attend Board meetings, receive all preparatory or resulting documents from those meetings, and express their opinion. An observer member is not counted for quorum purposes and does not have voting rights. The Board of Directors also has the right to appoint an observer member.

Chairmanship of the Board of Directors

The Board elects a Chair from among its members. The Chair ensures the proper functioning of the Board and assumes the following responsibilities:

The Vice-Chair of the Board of Directors replaces the Chair of the Board of Directors in the latter's absence or when the latter has a conflict of interest. In such cases, the Vice-Chair of the Board of Directors temporarily assumes the aforementioned roles.

Functioning

The Board of Directors meets at least 8 times per year and/or whenever any Board member deems it necessary. Meetings may be held using any available means of communication (such as video, telephone, or any internet-based tool), provided that security and confidentiality are ensured. A director who cannot attend a meeting may be represented by another director. The use of simple electronic signatures is standard for signing minutes, resolutions, and other decisions or documents of the Board.

One week before the meeting, the Chair of the Board sends all members the agenda items, along with all relevant documents for the various agenda points. At least once a year, the agenda of a Board meeting must include the following items:

  1. Review of risk management, including AML risk;

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

  3. Examination of client complaints;

  4. FSMA report evaluating internal control;

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

The Board of Directors also reviews, at the end of each quarter, the company’s performance and financial statements.

The Board of Directors may only validly deliberate and decide 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 met, a new meeting is convened. An observer member of the Board of Directors is not counted for quorum purposes.

For decision-making, the Board of Directors seeks consensus as a priority. If consensus cannot be reached, resolutions are adopted by majority vote. An observer member of the Board does not have voting rights. In the event of a tie, the Chair of the Board of Directors has the casting vote. Resolutions of the Board of Directors may also be adopted unanimously in writing, without the need to hold a meeting. In such cases, the directors each sign a single document or multiple copies of the same document, and the adoption date is the date of the last signature.

The minutes, once read and approved by the Board of Directors at the next meeting, are signed by two directors present at the meeting. Simple electronic signature is standard practice.

The Board of Directors ensures the avoidance of conflicts of interest. In case of a conflict of interest, the Board applies the procedures provided in the articles of association or, failing that, those provided by law.

The non-executive directors meet at least once per year without the executive directors.

Commitment

Directors commit to:

Remuneration

4.3. Management Committee 

Role

The role of the Management Committee is to:

  1. Ensure and organize the daily management and operations of the company’s activities;

  2. Carry out all necessary or useful acts to achieve the company’s objectives, except those reserved for the Board of Directors or the general meeting;

  3. Execute the strategy approved by the Board of Directors and report on the implementation of various policies;

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

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

  6. Report to the Board of Directors on the company’s financial situation and all matters necessary for fulfilling its tasks;

  7. Ensure the organization, direction, and evaluation of internal control mechanisms and procedures, without prejudice to the oversight exercised by the Board of Directors;

  8. Identify and formulate strategic and policy projects to be submitted to the Board of Directors.

The Management Committee reports to the Board of Directors regarding the exercise of its responsibilities. It may seek advice from external advisors for missions within its competence, at the company’s expense.

The actions of the Management Committee are characterized by efficiency and are free from formalism and procedural constraints.

Composition

All members of the Management Committee are either executive directors on the Board of Directors or observer members of the Board.

Members of the Management Committee are appointed by the Board of Directors upon proposal by the Chair of the Board. They must have sufficient financial expertise, professional integrity, management, and leadership skills. The composition of the committee must reflect a diversity of skills and experience.

The term of office of Management Committee members is 3 years. The mandate is renewable.

Upon its formation and during its functioning, the Chair of the Management Committee ensures compliance with rules regarding incompatibilities (legal incompatibilities, sufficient availability, conflict of interest prevention, authorization) applicable to each of its members. These rules and procedures are set out in the Code of Integrity and Conduct.

Chairmanship

The Board of Directors appoints the Chair of the Management Committee from among the executive directors who are members of the committee.

The responsibilities of the Chair of the Management Committee are as follows:

Functioning

Members of the Management Committee interact generally on a daily basis and at least once a week (except during vacations, illness, or other incapacity).

The Management Committee is a collegial body and decisions are made by consensus. All members share responsibility for these decisions. On topics without consensus, the committee may only decide if a majority of its members are present or represented.

The Management Committee may invite to its meetings any person not a member whose presence is deemed useful.

Relationship with the Board of Directors

The Management Committee is accountable to the Board of Directors and seeks to maintain regular, open, and constructive dialogue with it.

At each meeting of the Board of Directors, the Management Committee reports on its activities.

Commitment

Members of the Management Committee actively commit to fulfilling their obligations as committee members and form their own independent opinions and judgments. They devote the time and energy reasonably necessary to understand the company’s key issues. They prioritize the company’s interests over personal and shareholder interests when making decisions.

Representation of the Company

The company is validly represented in all day-to-day acts by a member of the Management Committee, provided this member is also an executive director on the Board of Directors and delegated to the daily management of the company.

Remuneration

Directorships are remunerated. The amount of directors’ compensation is decided collectively by the Board of Directors in a proportion that does not endanger the financial health of the company.

5. Internal Control 

Internal control consists of all measures that, 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. Economical and efficient use of engaged resources;

  3. Adequate knowledge and management of risks to protect the company’s assets;

  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 

Internal control measures of the first line of defense relate to:

  1. Organizational measures within the company (definition of roles and responsibilities, hierarchy, etc.);

  2. Compliance by employees with specific policies and procedures applicable to them.

The Board of Directors and the Management Committee promote a positive attitude toward internal control and adherence to the company’s organization, policies, and procedures.

The application and compliance with organization, policies, and procedures are the responsibility of the Management Committee. It is also in charge of regularly evaluating them. It receives an annual report from the Compliance Officer, Risk Manager, and 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. Compliance aims to ensure compliance with rules relating to the integrity of investment activity. A charter has been established to define the purpose, objectives, powers, organization, and responsibilities of this function.

  2. Risk management aims to perform ongoing control of the company’s risks, measure their magnitude, and implement practical measures to limit them as much as possible. A charter defines the purpose, objectives, powers, organization, and responsibilities of this function.

Each of these functions is separate from the operational activity it oversees. They report directly to the Management Committee and the Board of Directors.

Based on an annual report prepared by each function, the Board of Directors assesses whether they have adequate resources to operate properly in light of their assigned objectives.

Compliance

Compliance is an independent function within the company focused on reviewing and improving compliance by the company and its employees with the legal and/or regulatory rules of integrity and conduct applicable to the company and specifically to investment activities.

These rules stem both from the company’s internal policies and procedures and from laws regulating the status of investment firms and other legal and regulatory provisions applicable to the sector. Compliance includes the effective implementation of the company’s integrity policy.

The compliance risk represents the risk that the company and/or its employees may be subject to judicial, administrative, or regulatory sanctions due to failure to comply with legal and regulatory rules of integrity and conduct, resulting in reputational damage and potential financial loss.

The compliance function focuses on ensuring:

  1. The integrity of the company’s activities; and

  2. The control of 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 regarding investment activity integrity.

The Board of Directors must regularly verify whether the company has an adequate compliance function. To this end, it relies on reports from internal audit and the Compliance Officer, who provides a comprehensive report at least once a year.

The Compliance Officer’s mandate is granted by the Board of Directors for a renewable one-year term. Their role, mission, and prerogatives are defined in the Compliance Charter. In addition to the role of Compliance Officer approved by the financial supervisory authority, the Compliance Officer also acts as AMLCO and Data Protection Officer (DPO) under the GDPR.

Risk Management

Risk management is part of the second line of internal control. It is an independent function focused on defining, detecting, and monitoring risks related to the company’s activities.

The company must have an independent risk management control function. This function is responsible for identifying, analyzing, disseminating, and monitoring all current and future risks the company may face.

The objective of the risk management function is to ensure that all significant risks of the company are identified, assessed, managed, monitored, and properly reported. The function is tasked with implementing a risk management system with the following missions:

  1. Identify key and determine if major risks have been detected;

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

  3. Review and approve risk management policies and procedures;

  4. Ensure that risks are managed in line with the company’s risk appetite;

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

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

The Risk Manager’s mandate is granted by the Board of Directors for a renewable one-year term. Their role, mission, and prerogatives are set out in the Risk Management Charter.

5.3. Third Line of Defense: Internal Audit 

The internal audit function aims to verify the proper application of procedures by employees and detect any breaches.

Its missions are to:

  1. Provide the company’s Board of Directors with reliable and independent assessments and assurance on risks and the effectiveness of the internal control environment;

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

  3. Achieve this 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, and objective. They work in partnership with the company’s executive management in a positive, proactive, contributing, and consultative manner.

The internal audit function manager’s mandate is granted by the Board of Directors for a renewable one-year term. Their role, mission, and prerogatives are defined in the Audit Charter.

5.4. Financial Reporting 

The company has a legal obligation to prepare annual accounts whose form and content are determined by law. These accounts include the balance sheet, income statement, and appendix, and form a unified whole.

The company is supervised by the FSMA as part of its prudential supervision of the financial sector. In this capacity, the company periodically provides the FSMA with information on its financial statements.

The company does not meet the legal criteria requiring an external audit and is therefore exempt. In the absence of an external auditor, the Board member responsible for financial oversight assumes the responsibilities typically assigned to the statutory auditor and oversees the preparation of financial reporting and legal control of the annual accounts. Nevertheless, they rely on the expertise of an external accounting and fiduciary firm for assistance. Despite the exemption, the Board of Directors may choose to appoint a statutory auditor.

6. Activities, Values, and Integrity 

The company offers clients two regulated services:

  1. Portfolio management; and

  2. Life insurance intermediation.

The company believes that its success depends on the behavior of each employee. Beyond strict compliance with laws and regulations, the company is committed to values that define its reputation, corporate culture, and organization.

The company recognizes the importance of fostering and ensuring integrity in all aspects of its business. All employees are expected to uphold the integrity policy and understand its impact on the company’s reputation.

Moreover, the company must act in an ethically responsible manner. To maintain personal integrity, employees must consistently adhere to ethics and rules.

The company’s core values and ethical principles serve as a reference for behavior and decision-making, especially when no specific rule or procedure exists.

In conducting its business, the company and its employees strive to uphold the core values set out in its Code of Integrity and Conduct.

Client services are provided from its headquarters in Belgium, without being limited to Belgian residents.

7. Evaluation and Updates 

The Board of Directors regularly evaluates and updates this governance memorandum. In the event of changes, the Management Committee is responsible for proposing an updated version to the Board for approval.

Easyvest is a brand of Easyvest NV/SA (No. 0631.809.696), authorized and regulated by the Belgian Authority for Financial Services and Markets (FSMA) as a portfolio management company and as a broker in insurances, with registered office at Avenue Louise 475, 1050 Brussels, Belgium. Easyvest Pension Fund (abbreviated to Easyvest OFP) is a professional pension organisation approved by the FSMA (No. 1011.041.490) and domiciled at the same address. Copyright 2025 EASYVEST NV/SA. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. All securities involve risk and may result in loss.