Dependent directors

• Frank Donck
• Beckers Consulting BVBA (represented by Eugeen Beckers), Chairman
• Kenneth Dåstøl, Managing Director

Independent directors

• Blanco Blad BVBA (represented by Jo Van Gorp)
• Wenche Holen
• Grethe Viksaas
• VZH NV (represented by Eric Van Zele)

Audit Committee

The responsibility of the Audit Committee assists the Board of Directors in fulfilling its overall responsibilities. The Audit Committee reviews the financial reporting process, the system of internal control and management of financial risks, the audit process, and the Company’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the committee maintains effective working relationships with the Board of Directors, CEO, senior management, and the internal and external auditors. To perform his or her role effectively, each committee member obtains an understanding of the detailed responsibilities of committee membership as well as the Company’s business, operations and risks.

Members

• Frank Donck
• Beckers Consulting BVBA (represented by Eugeen Beckers)
• Blanco Blad BVBA (represented by Jo Van Gorp), Chairman
• Grethe Viksaas
• Wenche Holen

Taking into account the relatively small size of the Company, the Board of Directors decided to install one single Nomination and Remuneration Committee, instead of two separate committees.

The Nomination and Remuneration Committee

The Nomination and Remuneration Committee ensures that the procedure for appointing and reappointing directors, committee members, the CEO, and senior managers of Zenitel and its country offices is also as objective as possible. The committee ensures that the remuneration policy applied, in this respect, is as objective as possible.

Members

• Blanco Blad BVBA (represented by Jo Van Gorp)
• Frank Donck, Chairman
• Wenche Holen

Statutory Auditor
The statutory auditor of ZENITEL NV is BDO Bedrijfsrevisoren Burg. Venn. CVBA, The Corporate Village, Da Vincilaan 9 Bus E6, 1935 Zaventem, represented by Ms.Veerle Catry. BDO Bedrijfsrevisoren was appointed for a period of three years at the general shareholders’ meeting of April 29th 2013.