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.
Royal FrieslandCampina N.V. (the ‘Company’) applies the principles of the Dutch Corporate Governance Code (the ‘Code’) on a voluntary basis. Following a review of the Code in December 2016 and the change of governance, the Company’s regulations were revised effective 1 January 2018. The way in which the Code’s principles will be applied is described in this section. This includes an indication and motivation of the points in which the Code is not applied by the Company. For the governance structure that applied during 2017, please refer to the 2016 Annual Report.
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 21 districts, each of which has a District Board. The Cooperative’s members appoint the Boards of the 21 districts: the District Boards. Together the 210 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.
As of 1 January 2018, the executive board was reduced to two members and an executive leadership team (ELT) was established. The Executive Board consists of the Chief Executive Officer and the Chief Financial Officer. The Executive Leadership Team consists of the two members of the Executive Board, the Presidents of the four business groups (BG) and the President of FrieslandCampina China (which is not a Business Group). Additionally, a number of corporate functions (Human Resources, Research & Development and Corporate Supply Chain) are included in the Executive Leadership Team. The Executive Board’s composition and division of tasks is explained on this page.
|Hein Schumacher||Chief Executive Officer|
|Jaska de Bakker||Chief Financial Officer|
|Roel van Neerbos||President FrieslandCampina Consumer Dairy|
|Berndt Kodden||President FrieslandCampina Specialised Nutrition|
|Kathy Fortmann||President FrieslandCampina Ingredients|
|Hans Meeuwis||President FrieslandCampina Dairy Essentials|
|Margrethe Jonkman||Global Director FrieslandCampina Research & Development|
|Roman Scieszka||Corporate Director FrieslandCampina Supply Chain|
|Geraldine Fraser||Corporate Director FrieslandCampina Human Resources|
The Supervisory Board comprises the nine members of the Board of the Cooperative plus four ‘external’ members. Please refer to this page for the composition of the Supervisory Board and please find more detailed information on tasks of the Supervisory Board on this page.
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.
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)