In accordance with the regulatory requirements of the BCC and in order to remain in line with internationally recognised governance standards, the Board of Directors of FPM SA, which until then had consisted of 3 directors, was enlarged to 8 members at the General Meetings of December 2023 and February 2024.

The FPM SA Board of Directors is made up of members with experience in various fields who act independently when making strategic decisions.

Subject to the approval of the new directors by the BCC, the composition of the Board is as follows:

1. Dimitry Van Raemdonck , Chairman, Independent Director (Belgian, accredited) ;
2. Bertrand Mignot, Non-Executive Director (German, accredited);
3. Michèle Husson, Non-executive Director (Belgian, approved) ;

The Board of Directors has extensive powers, in accordance with the regulations, including setting strategy, appointing the Chief Executive Officer and the Deputy Chief Executive Officer, and appointing the members of the specialist committees attached to it.

Specialist committees of the Board of Directors

As part of its compliance with the BCC’s recent instruction no. 54 on the corporate governance of financial companies, all the specialised committees required by the BCC have been set up within FPM SA. Thus, we have:

1. The Risk, Ethics and Compliance Committee:

 

• Bertrand MIGNOT, Chairman;
• Michèle HUSSON, member.

At least one other member will be appointed following approval by the BCC of the new directors appointed.

The secretariat of the Risk, Ethics and Compliance Committee is provided by the Head of the Risk and Compliance function.

In order to respond to the increasingly important challenges facing the Congolese financial sector in terms of the fight against money laundering, the financing of terrorism and the proliferation of weapons of mass destruction, the Board of Directors of FPM SA has set up a Risk and Compliance function reporting directly to the Managing Director.

The Risk and Compliance function assists the Executive Board and the Board of Directors, through its specialist committees, in monitoring and strengthening the risk management system.

This is achieved by taking more effective responsibility for:

• Combating money laundering and the financing of terrorism;
• Regulatory monitoring;
• Compliance and ethics advice;
• Management of operational, financial, environmental and social risks.

 

2. The Audit Committee:

The Audit Committee is made up of two members of the Board of Directors with extensive experience in business management and institutional risk management.

Its remit is to ensure the integrity of the financial statements, monitor risk levels, supervise and control internal control mechanisms and supervise the statutory auditors. The Audit Committee relies on internal audit, which in this case is outsourced to Ernst & Young. Despite the complex economic environment in which FPM SA operates, its risk mapping has improved significantly between 2019 and 2021. Risk management remains a priority for FPM SA.

The members of the Audit Committee are:

• Michèle Husson, Chairman;
• Bertrand Mignot, member.

 

3. The Human Resources Committees, under the direct supervision of the Board of Directors.

To reinforce the autonomy and independence of the specialist committees, following the approval of the new directors by the BCC, the composition of the specialist committees will be reviewed so that they do not have any members in common.