The Corporate Governance principles followed by Royal FrieslandCampina N.V. are laid down in the Articles of Association and the Regulations of the Company’s various bodies, all of which are published on the Company’s website. Although the Code is not applicable to the Company, because according to the Law only stock exchange listed companies are governed by the Code, the Company applies the principles and best practices provisions of the Code that are compatible with its structure of authority and the nature of the Cooperative. The provisions that are not applied are specified in this overview along with the reasons why they are deemed inappropriate. During the year under review there were no structural changes to the governance structure.
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 in this section. The principles of the Code the Company does not apply, and the reason they are not, are also included. Zuivelcoöperatie FrieslandCampina U.A. (the ‘Cooperative’) is exempted from applying a structural regime.
The Company is a statutory two-tier company. A covenant has been agreed with the Central Works Council (the ‘CWC’) on the grounds of which the members of the Company’s Supervisory Board (the ‘Supervisory Board’) are appointed by the Supervisory Board, the so-called co-optation system.
All the shares in the Company’s capital are held by the Cooperative, the members of which are involved in dairy farming. The Cooperative’s geographical area of operations is divided into 21 districts, each of which has a District Board. The Cooperative’s members appoint the Boards of the 21 districts. Together the 210 members of the District Boards form the Cooperative’s Member Council. The Member Council appoints the nine members of the Cooperative’s Board on the recommendation of the Chairman’s consultation. 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. There are a number of decisions regarding which, on the grounds of the Company’s Articles of Association, the Company’s Executive Board must obtain the approval of the General Meeting of Shareholders. For a number of the decisions for which the Board of the Cooperative votes on behalf of the Cooperative, the Board of the Cooperative must obtain the approval of the Member Council before casting its vote. The Cooperative’s governance structure is described in the Cooperative’s Annual Report.
The Company has a so-called two-tier structure with an Executive Board and a Supervisory Board. The Executive Board comprises five members:
- a Chief Executive Officer (CEO)
- a Chief Financial Officer (CFO)
- three Chief Operating Officers (COOs)
Each COO is responsible for a specific part of the organisation. , please refer to the overview of the composition (members) of the Executive board or the Corporate Governance chapter about the executive board, for an additional explanation of the corporate governance rules related to the executive board.
The Supervisory Board comprises nine members of the Board of the Cooperative plus four ‘external’ members. During the year under review there were two vacancies in the Supervisory Board. The vacancy that arose due to the resignation of an external member of the Supervisory Board on 16 December 2014 was filled as of 1 May 2015. The vacancy that arose in the Supervisory Board due to the resignation of a member of the Board of the Cooperative on 24 March 2015 was filled as of 15 December 2015. Please refer to this page for the composition of the Supervisory Board.
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 on this page.
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. The report is available for download on the corporate governance documents page.
Please use the links below for additional corporate governance information, such as rules for the executive board and supervisory board, general meeting of shareholders and Best practice provisions of the Code not applied by FrieslandCampina.
The Executive Board - Corporate governanceThe Executive Board, which on the grounds of the Articles of Association comprises a minimum of two members, is charged with the management of the Company
Supervisory Board - Corporate governanceThe Supervisory Board supervises the policy of the Executive Board and the general business progress of the Company and its associated companies and advises the Executive Board. Also on this page: resignation roster.
Supervisory Board committeesThe Supervisory had two committees: Remuneration & Appointment Committee and the Audit Committee.
Corporate governance conflict of interestsFrieslandCampina has drawn up strict rules to prevent a conflict of interest between the Company on the one hand and the members of the Executive Board / Supervisory Board on the other hand.
General meeting of shareholdersThe Company’s General Meeting of Shareholders has the authority to approve certain Executive Board decisions
The company, share capital and articles of associationThe Company’s Articles of Association were last amended on 14 January 2015.
Audit of the financial reporting and the roles of the internal and external auditorsThe Executive Board is responsible for the quality and completeness of the published financial announcements. The Supervisory Board ensures that the Executive Board fulfils this responsibility.
Best practice provisions of the Code not applied by FrieslandCampinaThe Company fully endorses the Code by applying the principles and best practice provisions or by explaining why the Company deviates from the Code.
Corporate governance documentsDocuments related to corporate governance, such as Articles of Assocation, our whistleblowing procedure SpeakUp and Compass (document describing good business conduct)