|
The members of the Supervisory Board are appointed by the General Meeting of Shareholders. The remuneration of the members will be decided upon by the shareholders. The remuneration will not be dependent on the results of the Company.
A member of the Board shall not drive any form of personal gain from the Company's activities other than via his remuneration as a Supervisory Board member. Every commercial relationship between a member of the Board and the Company will be published in the annual report of the Company.
There are two members of the Board. They do not represent any organisation or company, but act independently and critically in relation to each other and to the management. All acts should be done in the interest of the Company.
The members have elected among each others a Chairman. The Chairman will chair all meetings of the Board as well as any shareholders' meeting. Furthermore the Chairman will take care that the members will regularly attend the meetings of the Board. The Chairman does not have any further special task or duty. Every member is responsible for performing and executing the tasks and duties of the Board.
A member of the Board cannot be an employee of the Company. As the activities of the Company are performed globally, the members do not have to be Dutch. Not more than one member of the Board can be appointed being a former managing director of the Company or of one of its group companies.
Upon recommending a new member the Board will take into consideration, next to his capabilities, the workload of the person involved, as a result of other Board memberships or other duties.
Members of the Board will be appointed for a period of four years. The next overview is currently valid.
- Mr. Koot - stepping down 2009
- Mr. Mommer - stepping down 2011
A member of the Board shall resign in cases of unsatisfactory performance, fundamental differences of opinion, conflicts of interest or if his integrity is at issue.
The Chairman of the Board shall play an active and decisive role in situations of this nature.
A member of the Board facing a conflict of interest will report this immediately at the Chairman of the Board.
The Supervisory Board is charged with the supervision of the management conducted by the Company's Management Board and the general conduct of affairs in the Company. The Board shall give advisory support to the Management Board.
As part of their supervision the Supervisory Board will discuss with the Management Board during the meetings the following:
- Set-up of the Internal control system - annually in February/March
- Strategy Plan - annually in September
- Risk Assessment - annually in September
- Human Resource Assessment - annually in December
- Budget for next year - annually in December
- Actual performance/legal cases - quarterly
- Rating reports - upon appearance
The Board will meet with the auditors of the Company during its February/March meeting in order to discuss the outcome of the audit.
Furthermore the Supervisory Board receives monthly reports from the Management Board regarding achievements, problems and plans as well as the financial performance of the Company against budget.
The Supervisory Board has to approve several major decisions of the Management Board as stated in Article 21.1 of the Articles of Association.
The Board shall annually appraise the members of the Management Board. The remuneration of the members of the Management Board and other terms of employment shall be decided by the Supervisory Board.
The Board meets at least four times each year. The Board will try to meet once a year in one of the locations of the Company and to meet local management. The minutes are taken by the secretary of the Management Board. The minutes will be approved by the members in the next meeting. The minutes will reflect what transpired and was decided during the meetings of the Supervisory Board meetings.
Once a year the Supervisory Board will discuss, without presence of the Management Board, its own performance and the relationship with the Management Board.
Due to the size of the Company as well as the Supervisory Board there are no special committees appointed.
The Supervisory Board will report to the General Meeting of Shareholders at least once each year.
This profile has been approved in the meeting of the Supervisory Board held at 26 March 2007 and will be updated annually.
|