Last Refreshed: 12/6/2021 8:02:05 PM
Last Refreshed: 12/6/2021 8:02:05 PM

Our Management Board has the responsibility for the overall management of the company and oversees corporate governance.

It is also responsible for the actions and decisions of the Executive Committee, which manages our general affairs and ensures effective implementation of the strategy and achievements of the Company’s objectives.

Duties and responsibilities

The Management Board and Executive Committee together support our business, meet the needs of our stakeholders and ensure we comply with relevant rules and regulations. The members of the Executive Committee are sometimes invited to the meetings of the Supervisory Board by invitation of the Chair of the Supervisory Board. They also attend the Supervisory Board Committee meetings relevant to their respective functional responsibilities.

Composition of the Management Board and Executive Committee

According to our Articles of Association, the Management Board must consist of at least three members. For a more detailed description of the responsibilities and the requirements of the Management Board and the Executive Committee, reference is made to the Rules of Procedure on the documentation page.

Management Board members are appointed for four-year terms and may be reappointed for additional terms no longer than four years.

Supervisory Board

The Supervisory Board is responsible for supervising and advising our Management Board and overseeing the general course of affairs, strategy, operational performance and corporate governance of the Company.

The Supervisory Board is guided in its duties by the interests of the Company and the enterprise connected with the Company, taking into consideration the overall well-being of the enterprise and the relevant interests of all its stakeholders. The Supervisory Board is responsible for monitoring and assessing its own performance.

Duties and responsibilities

Our Articles of Association and Rules of Procedure require the approval of the Supervisory Board for certain major resolutions by the Management Board, including:

  • Issuance of shares;
  • Acquisitions, repurchases of shares, and any reduction in issued and outstanding capital;
  • Allocation of duties within the Management Board and the adoption or amendment of the Rules of Procedure of the Management Board and the Executive Committee;
  • Significant changes in the identity or the nature of the Company or its enterprise.

For a complete overview reference is made to the Rules of Procedure of the Management Board and Executive Committee.

 

Appointment members

A Supervisory Board member is appointed for a four-year term and may be reappointed for another four-year period. The Supervisory Board member may subsequently be reappointed for a period of two years, which may be extended by, at most, two years.

The General Meeting of shareholders can appoint, suspend or dismiss a Supervisory Board member by an absolute majority of votes cast, upon a proposal made by the Supervisory Board.

Committees

The Supervisory Board has four committees:

Audit, Finance and Risk Committee
Remuneration Committee
Governance and Nomination Committee
Sustainability Committee

Meetings of the Supervisory Board 

The Supervisory Board meets regularly during the year. The Management Board attends these meetings The other members of the Executive Committee attend these meetings on a case by case basis. In addition, senior management is regularly invited to attend these meetings. The Supervisory Board also holds several private meetings without other attendees to independently review certain issues and to discuss matters related to the functioning of the Management and Supervisory Boards. 

Meeting attendance 

The Supervisory Board holds a minimum attendance requirement of 75% on the basis of the total number of meetings held annually.