Supervisory Board committees
The Supervisory Board has a Remuneration & Appointment Committee and an Audit Committee. The task of these Committees is to prepare the decision-making of the Supervisory Board; they have no independent decision-making authority. The regulations of the Committees are posted on this website. Both Committees report regularly to the Supervisory Board regarding their deliberations and findings. Nine of the thirteen Supervisory Board members are not independent in the sense of the Code as described above. This means that the composition of the Committees of the Supervisory Board deviate from the best-practice provisions of the Code which stipulate that more than half of the members of the Committees of the Supervisory Board should be independent as defined in the Code.
The Audit Committee comprises the financial expert and one other external Supervisory Board member plus two Supervisory Board members who are also members of the Board of the Cooperative.
The duties of the Audit Committee are of a preparatory nature and relate to:
- the integrity and quality of the financial reporting and the effectiveness of the Company’s internal risk management and control systems;
- the Company’s financing;
- the application of information and communication technology by the Company, including cybersecurity-related risks;
- the Company’s tax policy;
- the relationship with the internal auditor and the external auditor (including the independence of the external auditor), compliance with recommendations and follow-up on observations;
- recommending candidates for appointment as internal auditor;
- the annual evaluation of the internal audit function;
- providing advice concerning the nomination for appointment or reappointment or dismissal of the external auditor and preparing for the selection of the external auditor;
- proposing the assignment of the audit of the financial statements by the external auditor;
- annually discussing the draft audit plan with the external auditor;
- compliance with legislation and regulations.
The Chairman of the Audit Committee is the first point of contact for the external auditor should the auditor reveal irregularities in the Company’s financial reporting.
Members of the Audit Committee
- Angelien Kemna, chairwoman
- René Hooft Graafland
- Sandra Addink-Berendsen
- Angelique Huijben-Pijnenburg
Remuneration & Appointment Committee
The Remuneration & Appointment Committee comprises the Supervisory Board member with the ‘social profile’, who is also the Chairman of the Remuneration & Appointment Committee, plus the Supervisory Board’s Chairman and Vice-chairman.
The duties of the Remuneration & Appointment Committee include:
- preparing proposals for the remuneration policy of the Executive Board and Executive Leadership Team, and the remuneration of the individual Executive Board members;
- compiling the remuneration report;
- selecting and preparing proposals for the appointment of the members (including drawing up appointment criteria and procedures) of the Executive Board and the external Supervisory Board members;
- regularly evaluating the size and composition of the Supervisory Board, the Supervisory Board’s Committees and the Executive Board, and proposing a profile;
- advising the Supervisory Board on proposals by the Executive Board concerning appointments of members to the Executive Leadership Team;
- regularly evaluating the functioning of the Executive Board, the Supervisory Board, the individual members of both these Boards, and the Supervisory Board’s Committees;
- preparing a succession plan for the members of the Executive Board and the Supervisory Board;
- supervising the Executive Board’s succession policy, selection criteria and appointment procedures for members of senior management.
Members of the Remuneration & Appointment Committee:
- Wout Dekker, chairman
- Frans Keurentjes
- Erwin Wunnekink