Our Environmental, Social and Governance policies
Appropriate and flexible corporate governance, which provides the framework for a sound and effective corporate governance model, is an essential means of ensuring sustainable and responsible business practices and overseeing the organisation and this ESG policy.
Democo Group has opted for a traditional, monistic governance structure (= management and supervision through a single governing body). Our structure has been designed to support and enable our people to combine the highest ethical standards with stable economic growth.
Democo is a family-run business founded in 1977 by Cyriel Demot, Frans Houben and Mario Longhi. After a period of rapid growth, the Group now consists of several construction companies, engineering firms and a property developer, operating mainly under seven brand names (AEW, AEW Security, Ciril, Deholi, Democo, Demtec Services and Vandenbriele), with branches in Belgium, Poland, and Portugal. Since the buyout of Mario Longhi in 2002, the shareholding has been mainly in the hands of the two remaining families. In 2021, a management buy-in took place in the shareholding of Democo Group by Frederik Bijnens, Chief Executive Officer of Construction & Engineering, and in the shareholding of Deholi by Antal Potocan, Managing Director of Deholi. The family shareholders signed a family charter setting out values and rules of conduct. A shareholders' agreement also binds all the shareholders of Democo Group. Today, Democo Group is run by the second generation, more specifically by Philip Demot and Rudy Houben. The third generation is now also working in the group.
Democo Group is managed by a board of directors, which is accountable to the general meeting, which appoints and dis-misses the directors. Family values inspire the board’s strategy and the values of Democo Group (see the Views, Mission & Values section above). The board of directors is chaired by Philip Demot. The directors’ average age is 53.
Aside from the powers reserved by law for the general meeting, the board has the broadest powers to manage the group. These include statutory powers such as the approval of financial statements, the preparation and approval of annual reports and the group’s general management. The board determines the strategy and oversees strategic projects; it approves budg-ets and significant investments and maps out the policies for human resources, IT, sales and marketing. The board acts as a sounding board for management and appoints key management personnel. `
The board also sets the overall risk policy and organises the supervision of activities. As the company’s highest deci-sion-making body, the board of directors is also responsible for determining ESG strategies, overseeing ESG responsibilities and evaluating ESG performance. The board of directors meets at least four times a year. The board of directors has three categories of directors:
- Executive directors
- Non-executive directors
- Independent directors
|Philip Demot (via Cyga BV)||Executive director|
|Rudy Houben (via Tiga-R NV)||Executive director|
|Michel Demot||Non-executive director|
|Thibaud Demot (via Tdevelopment BV)||Non-executive director|
|Ronny Houben (via Sarkri NV)||Non-executive director|
|Frederik Bijnens (via FBConstruct BV)||Executive director|
|Johan Van den Broeck (via MaliBe BV)||Executive director|
|Pieter Vanhout (via Pieter Vanhout Multidisciplinaire Architectenvennootschap BV)||Executive director|
|Antal Potocan (via Manpo BV)||Executive director|
|Joris Brams (via Joris Brams BV)||Independent director|
|Jos Steegmans (via Namicom BV)||Independent director|
The board of directors has formed an audit committee from among its members. The audit and risk management committee assists the board of directors in exercising its role of supervising financial reporting, internal management control and process management systems. It also supervises the audit process and the setting up of a dynamic risk management and governance system.
The audit and risk management committee also monitors the environmental and social components of the company’s ESG policy as part of its overall auditing responsibilities.
The audit committee meets at least twice a year.
|Johan Van den Broeck||Member|
The board of directors has formed a group management committee from among its members. The group management committee is responsible for implementing the strategy determined by the board of directors.
The management committee assists the board of directors in defining the group’s values and strategy, including the ESG policy, and promoting and optimising the various business units within the group. The management committee meets eight times a year.
|Johan Van den Broeck||Member|
Besides the board of directors at group level, each business unit also has its own board of directors. The day-to-day manage-ment of the business units has been delegated to one or more managing directors or managers. The board of directors has determined the roles and responsibilities of the managing directors and directors and has issued internal operating and inter-action rules.
- Frederik Bijnens, as the managing director of Democo nv and the Chief Executive Officer of the business units Construction (Democo nv and Debuild bv) and Engineering (AEW nv, AEW Security nv, Vandenbriele nv and Demtec Services nv)
- Antal Potocan as the managing director of the business unit Finishing (Deholi nv)
- Pieter Vanhout as the managing director of the business unit Real Estate Development (Ciril nv)
- Sophie Hayen as the BU director of the business unitt HVAC, Plumbing and Services (Vandenbriele nv and Demtec Services nv)
- Thierry Van Osselaer as the BU director of the business unit Electrical & Security (AEW nv and AEW Security nv)
The managing directors and the BU directors are responsible for implementing, detailing and managing the ESG policy for their respective business units.