EXMAR report 2025
4.1 CORPORATE GOVERNANCE STATEMENT 149 EXMAR deviates from provisions 7.6, 7.9 and 7.10 of the Code 2020. These deviations are described and explained in the remuneration report. EXMAR is an institutional member of Guberna, a knowledge center promoting corporate governance in all its forms and offering a platform for the exchange of experiences, knowledge and best practices. 4.1.2 Corporate governance statement This Corporate Governance statement is an overview of the measures EXMAR takes to ensure compliance with laws and regulations. As such, a compliance program was implemented to reduce the risks of infringements and adverse consequences for EXMAR and its stakeholders. 4.1.2.1 BOARD OF DIRECTORS One-tier structure The Company has opted for the one-tier governance structure in the Extraordinary General Meeting of 11 September 2020 whereby the Board of Directors is authorized to perform all actions necessary or useful to achieve the purpose of the Company, except for those for which the General Meeting of Shareholders is authorized. The Company considers this one-tier governance structure to be the most suitable governance structure, which allows rapid decision-making and has already proven its efficiency. At least once every five years the Board of Directors evaluates whether the chosen governance structure is still appropriate, and if not, proposes a new governance structure to the General Meeting. Such an evaluation took place in the course of 2025. Composition Currently, the Board of Directors consists of 7 members, a sufficient number of directors, to ensure proper operation, considering the Company’s specifics. EXMAR’s Board of Directors reflects diversity in its composition: directors differ not only in terms of background, education, age and gender, but also regarding their independence, experience and professional expertise. The diversity will ensure a range of perspectives, insights and critical thinking that are essential to enable efficient decision-making and good governance. The Nomination and Remuneration Committee reviews and assesses the composition of the Board of Directors and advises the Board of Directors on the appointment of new Board members as well as the renewal of the existing mandates. The Nomination and Remuneration Committee considers candidates on merit without losing sight of the need for diversity including criteria such as background, education, age, gender, independence, professional skills, professional and personal experience. Functions and terms of office of the directors on the Board as per 31 December 2025: A detailed description of the directors can be found at www.exmar.com/en/team-categories/board-of- directors/
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