Executive Board Corporate governance
Tasks and responsibilities
The 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. This means that the Executive Board’s responsibilities include the policy and business progress within the Company and with this the achievement of the goals, strategy, profit development and the social aspects of doing business that are relevant for the Company. The Executive Board is also responsible for the compliance with legislation and regulations, the management of the risks coupled with the company’s activities and the financing of the Company. The Executive Board discusses the internal risk management and control systems with the Supervisory Board and the Audit Committee.
In the performance of its duties the Executive Board is led by the interests of the Company and its subsidiaries and associates. The Executive Board is accountable to the Supervisory Board and the General Meeting of Shareholders for its policy.
The members of the Executive Board are appointed by the Supervisory Board for an indefinite period. The basis for non-compliance with the recommendation of the Code (appointment for a maximum term of four years) rests in the principles of the management structure whereby the members of the Executive Board are appointed by the Supervisory Board. In addition, the Cooperative is oriented towards the long-term. The Supervisory Board notifies the General Meeting of Shareholders of an intended appointment and does not dismiss members of the Executive Board until after the General Meeting of Shareholders has expressed its opinion.
Remuneration of Executive Board members
All the relevant recommendations of the Code are applied in the remuneration policy. The remuneration policy is not made public because the Company is legally exempt from publication. The remuneration policy is proposed by the Supervisory Board and approved by the General Meeting of Shareholders and is accounted for every year in the meeting of the Cooperative’s Member Council. Important changes in the remuneration policy are put before the General Meeting of Shareholders for approval. FrieslandCampina is accountable to the General Meeting of Shareholders and the Cooperative’s Member Council.
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Corporate governanceThe 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