Although the Code is not applicable to the Company, because according to the law only listed companies are governed by the Code, the Company applies the principles and best practices provisions of the Code that are compatible with its control structure and the nature of the Cooperative. The provisions that are not applied are highlighted in the below overview, along with the reasons why they are deemed inappropriate and the extent to which they are not applied. There was no change to the governance structure in 2019.
Company, share capital and Articles of Association
Royal FrieslandCampina N.V. is a public limited liability company with its registered office in Amersfoort, the Netherlands, and its Central Office at Stationsplein 4, Amersfoort. The Company's Articles of Association were most recently amended effective 26 January 2018 and are published on the Company's website. The latter amendments included provisions concerning the appointment and reappointment terms of Supervisory Board members, and the incorporation of new legislation in the Articles of Association.
The Company is registered in the Trade Register of the Chamber of Commerce under number 11057544. On 31 December 2021, the Company's authorised capital amounted to 1,000,000,000 euros divided into 10,000,000 (ten million) shares with a nominal value of 100 euros each.
The shares are registered. On the same date, 3,702,777 shares were issued, which are all paid up and are held by the Cooperative. For the sake of brevity, for the stipulations regarding the issuing of shares, pre-emptive right, acquisition of own shares and capital reduction please refer to the Company's Articles of Association.
Shareholder structure
All the shares in the Company’s capital are held by the Zuivelcoöperatie FrieslandCampina U.A. (the Cooperative), whose members are involved in dairy farming. The Cooperative’s geographical area of operations is divided into 14 districts, each of which has a District Board. The Cooperative’s members appoint the Boards of the 14 districts: the District Boards. Together the 140 members of these District Boards form the Cooperative’s Members’ Council. The Members’ Council appoints the nine members of the Board of the Cooperative on the binding recommendation of the Cooperative’s Chairman’s consultation process. The Cooperative is the sole shareholder of the Company. The Board of the Cooperative exercises the Cooperative’s shareholders’ rights and in this capacity functions as the General Meeting of Shareholders of the Company.
The General Meeting of Shareholders
The Company's General Meeting of Shareholders has the authority to approve certain Executive Board decisions as specified in the articles of association. This concerns major decisions relating to the operations, legal structure and financial structure of the Company (and the companies in which it holds shares) and decisions on major investments.
The most important other authorities of the General Meeting of Shareholders are:
- Adopting the Company's financial statements and profit appropriation;
- Discharging the members of the Executive Board for their management and the members of the Supervisory Board for their supervision of the Executive Board;
- Adopting the remuneration policy for the Executive Board and the Executive Team, and approving the remuneration of Supervisory Board members;
- Appointing and dismissing the external auditor;
- Amending the Articles of Association;
- Issuing shares, excluding the pre-emptive right, authorising the repurchase of the Company's own shares, reducing the paid-up capital, dissolution and applying for bankruptcy.
During the Company's General Meeting of Shareholders the Board of the Cooperative exercises the voting rights on behalf of the Cooperative. In respect of a number of major shareholders' decisions, stipulated in the Cooperative's Articles of Association, the Board in exercising its voting rights in the Company requires the prior approval of the Cooperative's Members' Council.
Conflicts of interests
FrieslandCampina has drawn up strict rules to prevent every form and appearance of a conflict of interest between the Company on the one hand and members of the Executive Board, the other members of the Executive Team and the members of the Supervisory Board on the other hand. In accordance with these rules, decisions to enter into transactions involving conflicting interests of Executive Board or Supervisory Board members of a material significance for the Company and/or the relevant individual must be approved by the Supervisory Board. During the year under review no conflicts of interests were reported.