Corporate governance
Basic principles
Royal FrieslandCampina N.V. (the ‘Company’) voluntarily applies the principles of the Dutch Corporate Governance Code (the ‘Code’). The manner in which these principles are applied is described below. The principles of the Code that the Company does not apply, and the reasons why, are also described. Zuivelcoöperatie FrieslandCampina U.A. (the ‘Cooperative’) is exempted from applying the statutory two-tier rules ("structuurregime"). The Company is a statutory two-tier company. A covenant has been agreed with the Central Works Council (the ‘CWC’) under which the members of the Company’s Supervisory Board (the ‘Supervisory Board’) are appointed using a co-option system by the Supervisory Board.
Shareholders structure
All the shares in the Company’s capital are held by the Cooperative, the members of which are involved in dairy farming or the acquisition, processing or sale of milk. The Cooperative’s geographical area of operations is divided into 21 districts, each of which has a District Council. The Cooperative's members appoint the Boards of the 21 districts. Together the 210 members of the District Councils form the Members' Council of the Cooperative.
The Members' Council appoints the nine members of the Cooperative Board on the recommendation of the Cooperative Council. The Cooperative is the sole shareholder of the Company. The Cooperative Board exercises the Cooperative’s shareholders’ rights and in this capacity functions as the General meeting of Shareholders of the Company. There are a number of decisions regarding which, on the grounds of the Company’s Articles of Association, the Company’s Executive Board (the ‘Executive Board’) must obtain the approval of the General Meeting of Shareholders. For a number of the decisions for which the Cooperative Board votes on behalf of the Cooperative, the Cooperative Board must obtain the approval of the Members' Council before casting its vote. Such approval from the Members' Council is also applicable for a number of other major decisions of the Company’s General Meeting of Shareholders.
Board structure
The Company has a so-called two-tier structure with a management board (the Executive Board) and a Supervisory Board. The Executive Board comprises six members:
- a Chief Executive Officer (CEO)
- a Chief Financial Officer (CFO)
- four Chief Operating Officers (COOs)
Each COO is responsible for one of the business groups. The Executive Board’s composition and division of tasks is explained here.
The Supervisory Board comprises thirteen members: the nine members of the Co-operative Board plus four ‘external’ members. The Supervisory Board’s composition can be found here.
Supervisory Board Committees
The Supervisory Board has formed two committees: the Audit Committee, which comprises four Supervisory Board members, and the Remuneration & Appointment Committee, which comprises three Supervisory Board members. The composition of the Supervisory Board’s committees can be found here.
Report of the Supervisory Board
The topics covered in the Report of the Supervisory Board include the activities of the Supervisory Board and its committees during the year under review. This report can be downloaded via this link.
Shareholders structure
All the shares in the Company’s capital are held by the Cooperative, the members of which are involved in dairy farming or the acquisition, processing or sale of milk. The Cooperative’s geographical area of operations is divided into 21 districts, each of which has a District Council. The Cooperative's members appoint the Boards of the 21 districts. Together the 210 members of the District Councils form the Members' Council of the Cooperative. The Members' Council appoints the nine members of the Cooperative Board on the recommendation of the Cooperative Council. The Cooperative is the sole shareholder of the Company. The Cooperative Board exercises the Cooperative’s shareholders’ rights and in this capacity functions as the General meeting of Shareholders of the Company. There are a number of decisions regarding which, on the grounds of the Company’s Articles of Association, the Company’s Executive Board (the ‘Executive Board’) must obtain the approval of the General Meeting of Shareholders. For a number of the decisions for which the Cooperative Board votes on behalf of the Cooperative, the Cooperative Board must obtain the approval of the Members' Council before casting its vote. Such approval from the Members' Council is also applicable for a number of other major decisions of the Company’s General Meeting of Shareholders.