Supervisory board – Corporate governance
Tasks and responsibilities
The Supervisory Board supervises the policy of the Executive Board and the general course of events in the Company and its business, and the associated companies. The Supervisory Board also advises the Executive Board. The Supervisory Board discusses with the Executive Board the strategy and main risks relating to the Company’s operations and the structure, the functioning of and any significant changes relating 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. Under the Articles of Association, certain decisions of the Executive Board require the approval of the Supervisory Board.
In the performance of their duties, the members of the Supervisory Board are led by the interests of the Company and its associated companies, and take into account the relevant interests of all the Company’s stakeholders. The Supervisory Board also considers Corporate Social Responsibility aspects relevant to the Company in this respect.
A joint meeting of the Supervisory Board and the Executive Leadership Team is scheduled at least once a year. During this meeting the Company’s strategy and budget are discussed. In addition, the members of the Executive Leadership Team are invited to attend the meetings of the Supervisory Board when topics that are relevant to them are discussed. Furthermore, the Remuneration & Appointment Committee regularly holds progress meetings with the members of the Executive Leadership Team.
Composition, independence and appointment
A covenant has been signed with the Central Works Council (CWC). The covenant includes agreements regarding the composition of the Supervisory Board, the required profile of the members of the Supervisory Board, the strengthened rights of recommendation 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 (‘internal members’) and one-third of its members are recruited from outside (‘external members’).
The chosen composition reflects the two-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 regulation deviates from the best-practice provisions concerning the independence of supervisory board members.
The four external Supervisory 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 member is a so-called financial expert, which means that this person has acquired relevant expertise and experience in the field of financial administration/accounting with a large legal entity.
Membership on other supervisory boards and any other positions held 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 and/or other positions 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 that 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 supervisory functions with Dutch stock exchange listed companies or other large companies and foundations, with a chairmanship counting double.
The Company is a two-tier company. Supervisory Board members are appointed by the Supervisory Board, on the basis of the so-called co-optation system. The external Supervisory Board members are appointed for a four-year term and can subsequently be reappointed for another four-year term. After this, the external Supervisory Board members can be reappointed for another two-year term, which can subsequently be extended for a maximum of two years. Reappointment after a period of eight years must be substantiated in the Report of the Supervisory Board.
The appointment and reappointment terms used for internal Supervisory Board members are the appointment and reappointment terms of these internal members as members of the Board of the Cooperative. They are appointed for a term of in principle at most four years and may be reappointed twice as a maximum. An exception to the above-referenced appointment and reappointment terms of internal Supervisory Board members applies to 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 with the day-to-day operations of the Company and the Cooperative. The term of internal Supervisory Board members in any event terminates upon termination of membership in the Board of the Cooperative.
Information concerning the dates of (re)appointment and current terms of the Supervisory Board members is contained in the appointment and resignation roster below.
The General Meeting of Shareholders adopts the remuneration of Supervisory Board members as proposed by the Supervisory Board and is annually held accountable by the Cooperative’s Members’ Council. The remuneration is not dependent on the Company’s results.
Information concerning the dates of (re)appointment and current terms of the Supervisory Board members is contained in the appointment and resignation roster, as shown below: