Responsible Business Ethical behaviour & Governance

Ethical behaviour & Governance

In the past years, the Cordeel Group has grown rapidly: new companies were set up and acquired, and new divisions were established. We professionalised our organisation to be ready for further growth.

Our governance structure

ESRS2 GOV-1, GOV-2

Cordeel Group applies a well-defined governance structure, separating strategic oversight from day-to-day operations.

The Board of Directors is composed of family members, with Filip Cordeel being the sole shareholder and chairman. The board is responsible for the Group’s long-term strategy, major investment decisions, and the approval of business plans. Pascale Van Damme completes the Board in her function as Group CEO.

Operational management is led by the Executive Committee (ExCo) of Cordeel Group. The ExCo includes the Group’s leadership and the CEOs of the Group’s divisions. The ExCo meets monthly to ensure coordination and alignment across all business lines.

 

Several ExCo members also serve on the Sustainability Committee, reflecting the priority given to sustainability at the highest governance level.

Each company within Cordeel Group is led by a CEO, managing director, or operational manager. Company boards generally include the division CEO and the operational lead.

Directors are being elected for six years and can then be re-elected.

 

Sustainability-related performance is not included in any incentive schemes in the report year 2025.

 

Corporate governance charter

Our Corporate Governance Charter integrates our mission, vision, and corporate values into the operations of all governing bodies.

Inspired by the voluntary recommendations of Code Buysse III, it includes a statement of non-discrimination and ensures that the Group is governed, managed, and controlled in a responsible, sound, efficient, and transparent manner.

The Corporate Governance Charter includes a statement of non-discrimination.

 

We are convinced that this Corporate Governance Charter will lead to long-term value creation, as well as:

• professionalisation and alignment of the various governing bodies within the Group and their operations
• integrity and transparent decision-making processes
• better decisions aimed at long-term success
• an objective way to address conflicting interests
• assurance of business continuity within a broad socio-economic frameworks

Business conduct policies

Our business conduct policies are set out in our Code of Conduct, which serves as a guideline on how we do business with partners and how our employees and directors are expected to behave ethically.

G1-1

COC for employees and directors

The Code of Conduct is reviewed annually and comprises:

  • The Workplace Conduct which outlines expectations for employees’ behaviour in the workplace, including professionalism, safety, and diversity and inclusion.
  • The Business Conduct which outlines expectations for ethical business practices, including anti-corruption, fair competition, and protection of confidential information.
  • Environment, Health, and Safety which outlines expectations for employees’ behaviour to ensure environmental sustainability and safety in the workplace.
  • Reporting violations which outline the procedures for reporting violations of the code of conduct and encourage employees to report any suspected violations.
  • Consequences of violations which outlines the potential consequences for violating the code of conduct, including disciplinary action and termination of employment.

New employees are required to confirm acceptance of our Code of Conduct through their employment contracts.

COC for business partners

We implemented a Code of Conduct for business partners in 2023.

Since 2024, every supplier and subcontractor needs to accept this Code Of Conduct when signing a contract with us.

The Code covers the standards we expect from everyone working with Cordeel:

Health and safety on our sites, anti-discrimination, human rights, environmental responsibility as well as responsible business practices including anti-corruption, fair competition and accurate accounting.

It also sets out how to report integrity concerns, through a direct line to our Group Legal Counsel or anonymously via Whistlebox.

GDPR and data protection

We attach great importance to the safe, transparent and confidential collection and processing of personal data. We place a high priority on protecting data belonging to parties that include our clients, subcontractors and suppliers against, among other things, loss, leaks, errors, unauthorised access and unlawful processing.

We composed a Data Protection Notice explaining how we collect and process personal data.

Protection of whistleblowers

G1-1

We are subject to national legislation on the protection of persons who report breaches of Union law (“EU Whistleblower Directive”).

In compliance with these legal requirements, we have implemented a confidential and anonymous reporting channel (“Whistlebox”) through which employees and other stakeholders can report concerns regarding malpractice, unethical behaviour or illegal activity.

Reports submitted via Whistlebox are reviewed by our designated confidant within seven days, investigated, and followed by appropriate actions.

We maintain a zero-tolerance approach to retaliation against persons who report concerns in good faith. Employees are also encouraged to raise concerns directly with their managers or our Group Legal Counsel.

Certain entities outside Belgium may have deviating procedures due to local transposition of the Directive, while the whistleblower protection principles apply group-wide.

 

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Ethical behaviour training

We provide ethical behaviour training, including anti-corruption and anti-bribery content, through our learning management system (LMS), targeted at roles most at risk.

We have identified the following functions and roles as most at risk of corruption or bribery, given their direct interaction with external parties and involvement in financial processes:

  • Procurement: regular contact with suppliers and subcontractors
  • Project leaders: direct engagement with clients and partners on project delivery
  • Sales and commercial roles, including project developers: involvement in business development and client acquisition
  • CEOs and board members: senior decision-making and external representation
  • Finance roles responsible for processing and paying invoices: involvement in financial payment flows

Members of the administrative, management and supervisory bodies received anti-corruption and anti-bribery training in 2024.

This training was not repeated during the current reporting period. It is scheduled to be delivered again in 2026 as part of the recurring training cycle for at-risk functions.

G1-1, G1-3

 

Anti-corruption and anti-bribery

G1-1

We address anti-corruption and anti-bribery within our Code of Conduct, specifically in the section “Preventing corruption and bribery”.
The Code states that we do not receive, accept, give or promise anything of value to gain an improper business advantage. Bribery and corruption — including through third parties — are strictly forbidden.
The Code also explicitly prohibits facilitation payments (unofficial payments to speed up administrative processes or secure routine government actions) and restricts sponsorship and charitable donations to those made in accordance with our company policy.

These anti-corruption and anti-bribery requirements are embedded in our Code of Conduct. We do not maintain a separate standalone anti-corruption policy document.

We have established procedures across the full cycle of prevention, detection, investigation and response to corruption and bribery.

We have not yet formally assessed whether our anti-corruption and anti-bribery provisions are consistent with the United Nations Convention against Corruption (UNCAC). We plan to conduct this assessment in 2026 and, where necessary, update our policies to ensure alignment with the Convention.

 

Incidents related to corruption or bribery

G1-4, T30

2023 2024 2025
Number of confirmed incidents of corruption or bribery (count) 0 0 0
Amount of fines for violation of anti-corruption and anti-bribery laws (EUR) not measured not measured 0
Number of convictions for violation of anti-corruption and anti- bribery laws (count) 0 0 0
Amount of fines for violation of anti-corruption and anti- bribery laws 0 0 0
Number of confirmed incidents where own workers were dismissed or disciplined for corruption or bribery (count) not measured not measured 0
Number of confirmed incidents leading to contract termination with business partners (count) not measured not measured 0

Human rights & discrimination

Our internal website, Check In At Work (CIAW), represents a completely digital solution for monitoring, reporting and follow-up of individuals present on a site, including subcontractors.

CIAW also verifies all essential employment documents required for work in Belgium, ensuring that ethical and responsible work practices are maintained.

Due diligence for subcontractors and suppliers has been set up and is included in evaluation of suppliers.

No severe human rights issues have occurred.

S1-16

Incidents related to discrimination and human rights

S1-16, T29

2024 2025
Number of complaints filed to National Contact Points for OECD Guidelines not measured 0
Amount of fines, penalties, and compensation for discrimination, harassment, or complaints (EUR) not measured 0
Number of severe human rights issues that breach UN Guiding Principles or OECD Guidelines 0 0
Amount of fines, penalties, and compensation for severe human rights issues (EUR) not measured 0
Number of severe human rights cases where undertaking played a role in securing remedy not measured 0

Management of Supplier Relationships

We integrate ESG considerations into our supplier relationships, with our approach currently focused on foundational elements.

All subcontractors and suppliers must accept our Code of Conduct, annexed to subcontracting agreements and embedded in commercial contracts. Suppliers are also required to provide carbon emission data on request to support our emissions reporting.

For our top 100 key suppliers, we gather emissions data through our carbon accounting tool, ClimateCamp, supported by direct meetings.

Beyond carbon, we do not yet apply ESG scoring, due diligence questionnaires, audits, or rating mechanisms. Our approach is built on collaboration and data gathering rather than supplier exclusion.

ESG training for our procurement team currently covers ethical behaviour, anti-corruption, and anti-bribery through our Learning Management Sysyem.

A general sustainability onboarding is available which several procurement team members have attended. We recognise the opportunity to develop a more structured ESG training programme tailored to the procurement function.

Our standard payment terms are 60 days from the date of service provision and/or delivery of goods (as applicable). These standard terms apply consistently across all main categories of suppliers.

We do not apply different payment terms for SMEs. This is because most of our subcontractors are SMEs, and the same standard terms apply to them.

Legal proceedings for late payment During the reporting year, we had no legal proceedings outstanding related to late payments.

 

G1-2, G1-6

Members of the Executive Committee (ExCo) of the Cordeel Group

ESRS2-GOV1

Filip Cordeel

Chairman of the Board of Directors (M)

Ghislain Cordeel

Commercial Executive & Board of Directors (M)

Pascale Van Damme

CEO Cordeel Group (F)

Philip Goris

CFO Cordeel Group (M)

Kris Van Haverbeke

COO Cordeel Group (M)

Michel Corneillie

CCO Cordeel Group (M)

Erik De Bruyn

CEO Cordeel Nederland & Director Serbia & Bulgaria (M)

Kevin De Hainhaut

CEO Cordeel Belgium (M)

Laurence Gacoin

CEO C-energy & C-innovation (F)

 

Bert Weemaes

CEO C-living (M)

Gender diversity of the ExCo

|
  •  Men
     80
    %
  •  Women
     20
    %

Members of the Board Of Directors

Gender diversity of the board:

  • Women: 25%
  • Men: 75%

Currently, no independent or non-executive members are part of the board.

ESRS 2-GOV-1

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