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Results 1998
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Governing bodies of Fortis (B) and Fortis (NL)
The Board of Directors of Fortis also constitutes the Boards of Directors of Fortis (B) and Fortis (NL), the two listed companies of Fortis. Each company may appoint up to seven additional non-executive members, though only Fortis (B) has so far made use of this possibility. The chairman and vice-chairmen of Fortis (B) are Maurice Lippens, Etienne Davignon and Jaap Glasz respectively. The chairman and vice-chairmen of Fortis (NL) are Jaap Glasz, Maurice Lippens and Jan Slechte respectively.

The Board of Directors of Fortis (B) contains the following additional members:

Frank Arts
Baron Philippe Bodson
Count Michel de Broqueville
Viscount Jean de Jonghe d'Ardoye
Count Richard Goblet d'Alviella
Ernesto Jutzi
Yasuyuki Wakahara

The Boards of Directors of Fortis (B) and Fortis (NL) meet at least four times a year in accordance with a prearranged schedule, and more often if required in the interests of the group.

A set of rules governs the division of tasks and working procedures of the Boards of Directors. Three committees have been set up within these Boards: a Chairmen's Committee, a Compensation and Nominating Committee and an Audit Committee.

The Chairmen's Committee, consisting of H. Bartelds (chairman), M. Lippens (chairman), E. Davignon, J. Glasz, J. Slechte and P. Van Waeyenberge, makes the preparations for the meetings of the Boards of Directors of Fortis.

The Compensation and Nominating Committee consists of J. Glasz (chairman), H. Bartelds, D. Janssen, M. Lippens, C. Morin-Postel and A. Roobeek.

The Audit Committee consists of V. Croes (chairman), K. Wendel, K. Westdijk and G. Wilmink.

These committees report to the Boards of Directors of Fortis.

One group, two shares
The two Fortis shares are equivalent. To emphasize this fact, the names were changed on 1 January 1999, from Fortis AG to Fortis (B) and from Fortis AMEV to Fortis (NL).

The relationship between the economic rights of the two shares (earnings, net asset value and dividend per share) was fixed by an equalization agreement. Following the splitting of both Fortis shares in early 1999, the economic rights per Fortis (B) share are the same as the economic rights per Fortis (NL) share. Variable economic ownership was also introduced; the percentage of the economic interest of Fortis (NL) and Fortis (B) in Fortis may vary between 30 and 70. Following the share issue by Fortis (NL) in January 1999 the economic interests of Fortis (B) and Fortis (NL) in Fortis work out at 64% and 36% respectively. The controlling and voting rights of Fortis (B) and Fortis (NL) within Fortis remain equally divided.

In addition, non-voting Fortis AMEV depositary receipts were converted into Fortis (NL) shares with voting rights.

Dividend policy
It is Fortis policy to maintain the pay-out ratio between 40% and 45%. An equivalent dividend policy will be pursued for the two shares. Fortis (NL) no longer pays an interim dividend. Shareholders of Fortis (NL) will however retain the right to choose between a stock and a cash dividend.

 

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