The Executive Board is responsible for achieving the company’s aims, the strategy and associated risk profile, the development of results and company social responsibility issues that are relevant to the company.
Structure and appointment
Candidates for the Executive Board are selected and nominated by the Supervisory Board, but are appointed by the General Meeting of Shareholders. You can view an overview of the composition of the Executive Board in the Management section. The full procedure can be found under article 15 of the Articles of Association. A Dutch version is also available. View Policies & Articles.
Responsibilities and accountability
The Executive Board is collectively responsible for the management and performance of Wolters Kluwer. The Chairman of the Executive Board takes the lead in this, and is the main point of liaison for the Supervisory Board. The Executive Board is accountable to the Supervisory Board and to the General Meeting of Shareholders. More details about the Executive Board's responsibilities, duties and powers, can be read in the Executive Board By-Laws.
Executive Board Member remuneration is determined by the Supervisory Board, based on advice from the Selection and Remuneration Committee. In line with the Dutch Corporate Governance Code, the remuneration policy and the long-term incentive plan (LTIP) for the Executive Board were adopted and approved by the General Meeting of Shareholders in 2004. The proposal of the Supervisory Board to make various changes with respect to the remuneration policy and the LTIP for the Executive Board for 2007 and subsequent years was adopted and approved by the Annual General Meeting of Shareholders on April 20, 2007. The proposal of the Supervisory Board to amend the LTIP by adding a second performance measure for 2011 and subsequent years was approved by the Annual General Meeting of Shareholders on April 27, 2011. The Execution of the remuneration policy is put on the agenda of the Annual General Meetings of Shareholders annually for discussion purposes. More details about both the remuneration policy and the LTIP can be read in the Remuneration Report from the 2015 Annual Report.