Due to the nature of its business of investing in unlisted companies, TheClubDeal has put in place governance systems to ensure the success and sustainability of its investments. These are inspired as much as possible by the Buysse Code III and more recent publications on the subject Buysse Code – Buysse Code III
– Prior to each investment, the governance of the target company is restructured where necessary to set up a Board of Directors or a Supervisory Committee composed of experts, founders and investors. The same applies to sub-committees such as remuneration, nomination, audit and scientific committees.
– TheClubDeal ensures that the laws, conventions and regulations applicable to it are respected and that the companies it supports comply with them;
– TheClubDeal ensures compliance with the regulations relating to the fight against money laundering, corruption and the financing of terrorism within the management company and in the companies it supports;
– TheClubDeal implements checks, controls and procedures to ensure that all its suppliers, subcontractors and supported companies
o have ethical standards that do not compromise any of the above
o have checks, controls and procedures in place to ensure that their suppliers and subcontractors do not compromise any of the above.
The reports drawn up and communicated by TheClubDeal to investors are intended to promote transparency, in particular on the economic and social impact of its investments within the funds entrusted by the same investors.
Full Governance Charter
The purpose of the fund’s charter is to define the moral commitments that govern the relations between the fund, its investors, the project holders (creators, managers, or buyers of companies), TheClubDeal and all of its other stakeholders.
The chart must be known by any stakeholders, no matters his title (individual, corporate, etc), and by any candidate willing to invest or entering into the society TheClubDeal.
1. Loyalty, Respect of our image and the one of the investors, respect of contractors
Each stakeholder commits to behave with professionalism, diligence and loyalty, both towards other stakeholders, partner companies and associations, and towards entrepreneurs, portfolio companies and their shareholders, co-investors and other investment companies and funds. This must be done regardless of the circumstances.
Each stakeholder commits to behave with the constant concern not to do anything that could compromise the image of the company, its stakeholders and investors in general. Within the framework of an optimized and healthy governance, each stakeholder undertakes to respect the legitimacy of the CEO, and to be concerned about the general interest of the company.
Each stakeholder commits to respect the utmost confidentiality concerning the information collected within TheClubDeal, particularly concerning the projects presented and analyzed, and especially when the disclosure of such information could harm, in terms of competition or reputation, the company itself, a project leader or its project, or another investor.
In particular in the context of a search by the stakeholders for additional financing with other investors outside the network, the stakeholders must not communicate any confidential information without the prior written consent of the entrepreneur. Stakeholders shall not use privileged information obtained within TheClubDeal for personal purposes.
These obligations must be respected by the investors for a period of 2 years after their possible departure from the company or after they have become aware of information communicated by TheClubDeal, departure voluntary or pronounced by the Board.
3. Independence, transparency, volunteering
Investors must be able to carry out their activity autonomously, in complete independence and in compliance with the principle of separation between this activity and their usual professional activity. This applies in particular to stakeholders working in the sectors of consultancy and support to entrepreneurs, who will make sure to declare their activity when becoming a stakeholder of the network or TheClubDeal fund.
They will show reserve regarding the activities they carry out, with the exception of the executive stakeholders who have signed a specific partnership with TheClubDeal. Furthermore, the participation of stakeholders in the work of TheClubDeal is purely voluntary and does not entitle them to any kind of remuneration (except in cases explicitly specified by the Remuneration Committee).
4. Conflicts of Interest
All stakeholder commit to inform TheClubDeal of any risk of conflict of interest that may arise between their private or professional activities and their participation in the endeavors of the company.
- In general, all investors (except for executive stakeholders who have signed an agreement with TheClubDeal) must abstain, under penalty of exclusion, from prospecting and selling, for their own account or for the company for which they work, services to project owners whose projects are currently being studied by TheClubDeal (selection process), are in the process of being negotiated by stakeholder investors (due diligence) or have received funding from stakeholders.
Unless the Remuneration Committee gives its opinion, network stakeholders cannot charge for services such as the preparation of a business plan, a project presentation or advice to project leaders.
- In the case of a project that has been financed by TheClubDeal stakeholders, an investor may exceptionally sell a service to the company following a need expressed by the entrepreneur.
TheClubDeal must be systematically informed of this approach.
5. Special cases concerning the selection of projects
- Project brought by a stakeholder with no commercial link with the company seeking funds: In order to preserve the objectivity of the selection process, a stakeholder who proposes a project for selection will not participate in the selection process.
- Project submitted by a stakeholder with a commercial relationship with the company seeking funds: In order to preserve the objectivity of the selection process, the examination of a project submitted by a stakeholder with a commercial relationship with the company seeking funds, in particular if the commercial activity is related to fundraising, can only be exceptional and the project’s inclusion in the selection process will be systematically submitted to the Board of Directors for approval. In the case of a positive opinion, the stakeholder with a commercial link to the company will not participate in the selection process.
- Competing projects: TheClubDeal keeps at the disposal of the project leaders, as soon as they enter the selection process, the list of companies that have received funding from TheClubDeal stakeholders so that they can identify a possible competitive situation. Similarly, TheClubDeal undertakes to inform them of the existence of a potentially competing company among the files under study. The entrepreneur can thus decide whether or not to keep his project in the process. In the case of competing companies, the stakeholders who have financed or studied a competing company do not examine the new file. A stakeholder investor can take a financial interest in a company in direct competition with another company that he has already financed, in condition that he has previously informed the two companies involved.
6. Relations between TheClubDeal, the project leaders, the Investors
TheClubDeal fund’s intervention aims to finance the project and to facilitate the relationship between project leaders and investors. The relationship between the stakeholders, TheClubDeal and the project leaders is “intuitu personae” and based on mutual trust and respect. They are mutually committed to the transparency of their intentions.
TheClubDeal fund does not guarantee the authenticity and relevance of the information provided by the project owners or its stakeholders. TheClubDeal investors, making investments on their own behalf, remain only responsible for their desire to invest, regardless of the work on the projects presented carried out by TheClubDeal stakeholders.
They assume their risk taking and commit themselves after having reviewed all the information they deem necessary. They explicitly renounce any action aimed at involving the liability of TheClubDeal or one of its volunteering or salaried stakeholders.
7. Commitment of information
As soon as an investment agreement is formalized, the partner commits to inform TheClubDeal within two weeks and to provide TheClubDeal with the information requested concerning its investment (including the amount of its investment, the date, etc.), He/She needs to specify the elements that must remain confidential.
8. Compliance with regulations, and no money-laundering
Stakeholders must comply at all times with the regulations applicable to their activity as investors. In particular, like any responsible investor, he must never invest in the capital of the companies he accompanies with money coming from questionable sources or illegal activities.
9. Board Election
The Board members of TheClubDeal commit to comply with the Charter of Board Members of the Belgian Institute of Board Members, which they sign on the date they join the Board of Directors.