Supervisory board Corporate governance
The 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. The Supervisory Board discusses with the Executive Board the strategy and main risks related to the Company’s operations as well as the organisation and functioning of and any significant changes to the risk management and control systems.
The Supervisory Board also has the authorities specified in the provisions of Book 2 of the Dutch Civil Code in respect of companies with a two-tier management structure. These include, in particular, the appointment of the Executive Board members, the determination of the number of members of the Executive Board and the approval of a number of other decisions of the Executive Board as specified in legislation. The Supervisory Board also has the authority to approve certain decisions of the Executive Board as stipulated in the Articles of Association.
In the performance of its duties the members of the Supervisory Board are led by the interests of the Company and its associates and take into account the interests of all the Company’s stakeholders and all the aspects of social responsibility relevant to the Company.
Composition, independence and appointment
A covenant has been signed with the Central Works Council (CWC) that includes agreements regarding the composition of the Supervisory Board, the required profile of the members of the Supervisory Board, the strengthened rights of the CWC in respect of the appointment of Supervisory Board members and the way in which the CWC exercises these rights. The profile sketch has been published on the Company’s website as an appendix to the Supervisory Board Regulations. On the basis of the Covenant the Supervisory Board is composed properly if two-thirds of its members are members of the Board of the Cooperative (the ‘internal members’) and one-third of its members are recruited from outside (external members).
The chosen composition reflects the two-thirds to one-third dominance of internal members in a Supervisory Board permitted by the Law for large cooperatives. This dominance by internal members is carried through to the Company level.
This stipulation deviates from the Code’s best practice provision which states that all Supervisory Board members, with the exception of a maximum of one member, must be independent. All the external Board members are independent in the sense of the Code. The external Supervisory Board members are selected on the basis of the criteria laid-down in the profile sketch. At least one Supervisory Board is a so-called financial expert, which means he or she has acquired relevant expertise and experience in the field of financial administration/accounting with a large legal entity.
Membership of other Supervisory Boards and the holding of other positions by both Supervisory Board members and Executive Board members is evaluated by the Supervisory Board on a case by case basis, taking into consideration the nature of the membership or position and the demands it would place on the time of the member concerned. Every member of the Supervisory Board and the Executive Board must ensure he or she devotes sufficient time and attention to the Company to guarantee his or her duties are fulfilled properly. None of the Supervisory Board members may hold more than five Supervisory Board memberships and/or other functions with Dutch stock exchange listed companies or other large companies and foundations, with a Chairmanship counting as double. For members of the Supervisory Board who were already members of the Board on 1 January 2013 this rule comes into effect at the time of their first reappointment after this date.
Supervisory Board members are appointed by the Supervisory Board for a term of four years and may be reappointed a maximum of twice. An exception to this is applicable for the incumbent Chairman, who may be appointed for a fourth term in connection with the fact that the Company wants to be able to appoint a Supervisory Board member for this function who has a lot of experience of the day to day operations of the Company and the Cooperative.
The term of office of a Supervisory Board member who is also a member of the Board of the Cooperative always ends upon the termination of the Board of the Cooperative membership. Information concerning the dates of (re)appointment and current terms of the Supervisory Board members can be found in the appointment and resignation roster below:
The General Meeting of Shareholders fixes the remuneration of the Supervisory Board members on the recommendation of the Supervisory Board and is accountable to the Member Council for its decisions. The remuneration is not dependent on the Company’s results.