Supervisory Board

The Supervisory Board supervises the policy set by the Executive Board and the general course of events in the Company and its businesses, and the associated companies. The Supervisory Board also advises the Executive Board. The Supervisory Board discusses the strategy and the Company's main risks with the Executive Board. In addition, the Supervisory Board discusses the structure, and functioning of and any significant changes relating to the risk management and control systems with the Executive Board.

The Supervisory Board also has the authorities specified in the provisions of Book 2 of the Dutch Civil Code in respect of companies subject to the structure regime. These include, in particular, the appointment of the Executive Board members, the determination of the number of members of the Executive Board and the approval of a number of other decisions of the Executive Board as specified in legislation. Under the Articles of Association, certain decisions of the Executive Board require the approval of the Supervisory Board.

In the performance of its duties, the Supervisory Board is led by the interests of the Company and its associated companies. The Supervisory Board also considers the relevant interests of the parties involved in the Company and the aspects of corporate social responsibility that are relevant to the Company.

Several times each year, the Executive Team attends a meeting of the Supervisory Board, or a part thereof. On this occasion various topics, including the Company's strategy and budget, are discussed. In addition, the members of the Executive Team are invited to attend the meetings of the Supervisory Board when topics relevant to them are discussed. The Remuneration, Nomination and Governance Committee regularly holds progress meetings with the members of the Executive Team.

Composition, independence and appointment

A covenant has been signed with the Central Works Council (CWC). The covenant includes agreements regarding the composition of the Supervisory Board, the required profile of the members of the Supervisory Board, the strengthened rights of recommendation of the CWC in respect of the appointment of Supervisory Board members and the way in which the CWC exercises these rights. The profile sketch has been published on the Company's website as an appendix to the Supervisory Board Regulations. On the basis of the covenant the Supervisory Board is composed properly when two-thirds of its members are members of the Board of the Cooperative ('internal members') and one-third of its members are recruited from outside ('external members').

This composition reflects member dominance at the level of the Supervisory Board of the Company. This dominance by internal members is carried through to the Company level. This regulation deviates from the best-practice provisions for the independence of supervisory board members.

The four external Supervisory Board members are independent in the sense of the Code. The external Supervisory Board members are selected on the basis of the criteria laid down in the profile sketch. At least one Supervisory Board member is a so-called financial expert.

The Company is subject to the structure regime as provided in Book 2 of the Dutch Civil Code. Supervisory Board members are appointed by the Supervisory Board, on the basis of a co-optation system. The external Supervisory Board members are appointed for a four-year term and can subsequently be reappointed for another four-year term. After this, the external Supervisory Board members can be reappointed for another two-year term, which can subsequently be extended for a maximum of two years. Reappointment after a period of eight years must be substantiated in the Report of the Supervisory Board.

For the internal and external Supervisory Board members, excluding the Chairman, the appointment and reappointment terms Corporate Governance Code apply. They can be (re)appointed for a maximum of two terms, and subsequently by a third term of two years which can be extended once with another two years (4+4+2+2). In case of a reappointment after a term of eight years, reasons will be given in the report of the supervisory board. With regard to the Chairman applies that, if the Chairman fulfils his/her third term as Chairman, he/she can be reappointed for a term of two years which can be extended once with another two years (4+4+2+2+2+2). Information concerning the dates of (re)appointment and current terms of the Supervisory Board members is contained in the appointment and registration roster.

Remuneration

The General Meeting of Shareholders adopts the remuneration of Supervisory Board members as proposed by the Supervisory Board and is annually held accountable by the Cooperative's Members' Council. The remuneration is not dependent on the Company's results.

Audit and Risk Committee

The Audit and Risk Committee comprises the financial expert and one other external Supervisory Board member plus two Supervisory Board members who are also members of the Board of the Cooperative.

The duties of the Audit and Risk Committee are of a preparatory nature and relate to:

• the integrity and quality of the financial reporting and the effectiveness of the Company's internal risk management and control systems;
• the Company's financing;
• the application of information and communication technology by the Company, including cyber security-related risks;
• the Company's tax policy;
• the relationship with the internal auditor and the external auditor (including monitoring the independence of the external auditor), compliance with recommendations and follow-up on observations;
• recommendation of candidates for appointment as internal auditor;
• the annual evaluation of the internal audit function;
• providing advice concerning the nomination for appointment or reappointment or dismissal of the external auditor and making preparations for selecting the external auditor;
• proposing the assignment of the audit of the financial statements by the external auditor;
• annually discussing the draft audit plan with the external auditor;
• compliance with legislation and regulations.

The Chairman of the Audit and Risk Committee is the first point of contact for the external auditor should the auditor reveal irregularities in the Company's financial reporting.

Audit and Risk Committee

• Petri Hofsté, Chair
• Baptiest Coopmans
• Wietse Duursma
• Sandra Stuijk-Pelkmans
• Cor Hoogeveen
• Betty Eeckhaut

Remuneration, Nomination and Governance Committee

The Remuneration, Nomination and Governance Committee shall consist of three members: the Chairman of the Supervisory Board together with the external Supervisory Board member with the ‘social’ profile as referred to in the Profile of the Supervisory Board and one other Supervisory Board member.

The duties of the Remuneration, Nomination and Governance Committee include:

• preparing proposals for the remuneration policy for the Executive Board and Executive Team, and the remuneration of the individual Executive Board members;
• compiling the remuneration report;
• selecting and preparing proposals for the appointment of the members (including drawing up appointment criteria and procedures) of the Executive Board and the external Supervisory Board members;
• regularly evaluating the size and composition of the Supervisory Board, the Supervisory Board's committees and the Executive Board, and proposing a profile;
• advising the Supervisory Board on proposals by the Executive Board for the appointment of members to the Executive Team;
• regularly evaluating the functioning of the Executive Board, the Supervisory Board, the individual members of both these boards, and the Supervisory Board's committees;
• preparing a succession plan for the members of the Executive Board and the Supervisory Board;
• supervising the Executive Board's succession policy, selection criteria and appointment procedures for members of senior management.

Remuneration, Nomination and Governance Committee

• Baptiest Coopmans, Chair
• Sybren Attema
• Nils den Besten
• Eugène Willemsen
• Herman Bakhuis

ESG Committee

The ESG Committee shall consist of at least three members. The duties of the ESG Committee include:

• discussing and advising on the Company’s sustainability long-term vision, strategy and target-setting;
• monitoring the Company’s performance on sustainability targets and advising on ways to apply innovations to accelerate achievements of these targets; and
• monitoring the Company’s talent, leadership and culture development in the field of sustainability.

ESG Committee

• Wietse Duursma, Chair
• Petri Hofsté
• Marleen Vaesen
• Herman Bakhuis
• Trienke Elshof-Witteveen