Best practice provisions of the Code not applied by FrieslandCampina:

The Company fully endorses the Code by applying the principles and best practice provisions or by explaining why the Company deviates from the Code. The principles listed below are not applied for the reason indicated in the foregoing or following text:

  • II.1.1 Appointment of a member of the Executive Board for a period of a maximum of four years: see motivation under Executive Board – Appointment.
  • II.1.9-11 and IV Response time to shareholders, Supervisory Board notification in the case of an acquisition bid; principles in respect of the (General Meeting of) Shareholders and information provision/logistics regarding the General meeting: not applicable due to the fact that the Company is not stock exchange listed and all the shares in its capital are held by the Cooperative.
  • II 2.12-15 Publishing of remuneration report, most important components of employment conditions or severance payment of Executive Board member: the Company utilises the statutory exception as understood in Art. 2:383b of the Dutch Civil Code for so-called ‘private public liability companies’.
  • III.2.1 All Supervisory Board members, with the exception of a maximum of one, are independent: see motivation under Supervisory Board – Composition, independence and appointment.
  • III.3.5 A Supervisory Board member may only be a member of the Supervisory Board member for a maximum of three terms of four years: see motivation under Supervisory Board – Composition, independence and appointment.
  • III.5 The Remuneration Committee and the Selection & Appointment Committee have, for practical reasons, been combined into the Remuneration & Appointment Committee.