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Governance

Supervisory Board & Committees

The Supervisory Board supervises the policies of the Executive Board and the general affairs of the company and its enterprise, taking into account the relevant interests of the company’s stakeholders and to advise the Executive Board. The supervision includes the effectiveness of the company's internal risk management and control systems and the integrity and quality of the financial reporting. The Supervisory Board also has due regard for sustainability issues.

Structure and appointment

The Supervisory Board consists of at least three members. The members are appointed by the General Meeting of Shareholders. At present, all Supervisory Board members are independent from the company. The number of supervisory board memberships of all Supervisory Board Members is limited to such extent that the proper performance of their duties is assured. No Supervisory Board member is a member of more than five supervisory boards of Dutch listed companies, with any chairmanships counting as two memberships.

Responsibilities and accountability

Details about the Supervisory Board's responsibilities, duties and powers, can be read in a PDF version of the Supervisory Board By-Laws.

Remuneration

The General Meeting of Shareholders determines the remuneration of the Supervisory Board Members. The remuneration does not depend on the results of the company. The Supervisory Board Members do not receive shares or stock options by way of remuneration, nor shall they be granted loans. In line with the new Dutch law which implements the amended European Shareholders Rights Directive, the Supervisory Board established a remuneration policy for the Supervisory Board. This remuneration policy was submitted to and adopted by the 2024 Annual General Meeting of Shareholders. More information about the remuneration of the Supervisory Board can be found in the Remuneration Report, included in the Annual Report.

Committees

The Supervisory Board has appointed from among its members an Audit Committee and a Selection and Remuneration Committee. These committees prepare deliberations and implement resolutions for each of their areas.

Audit Committee

The Audit Committee currently consists of Mr. J.P. de Kreij (Chair), Ms. S. Vandebroek and Mr. C.F.H.H. Vogelzang. Further details on the responsibilities of the Audit committee can be found in the Terms of Reference of the Audit Committee.

Selection and Remuneration Committee

The Selection and Remuneration Committee currently consists of Ms. A. Ziegler (Chair dealing with selection and appointment matters), Ms. H. Kersten (Chair dealing with remuneration matters) and Mr. David Sides. Further details on the responsibilities of the Selection and Remuneration committee can be found in the Terms of Reference of the Selection and Remuneration Committee.

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