Board of Management

The Board of Management is charged with the day to day management and is responsible for the continuity of the Company and its affiliated enterprise, as well as for achieving its goals, objectives, strategy and results. The Board of Management is accountable to the Supervisory Board and the General Meeting. In the performance of its tasks, the Board of Management is guided by the long-term value creation of the Company and takes into account the stakeholder interests that are relevant in this context. The Board of Management determines the strategy for realising the long-term value creation of the Company and informs the Supervisory Board on the determination of this strategy in a timely manner. The Board of Management is also responsible for the identification and management of the risks associated with the Company’s strategy and activities. To this end, Accell Group has an internal risk management and control system. For more detailed information, please see section 3.3 ‘Risk Management’ of this report. Certain significant resolutions of the Board of Management require the approval of the Supervisory Board. These include resolutions on major investments, issuance of shares and the establishment and/or termination of longterm alliances with other companies. The General Meeting’s approval is required for resolutions of the Board of Management that involve significant changes to the identity or character of the Company or its business.

 

The Supervisory Board determines the number of the members of the Board of Management, appoints members of the Board of Management and also has the power to suspend and dismiss members of the Board of Management. Before any dismissal will take place, the General Meeting will be consulted. Pursuant to the Code, members of the Board of Management are appointed for a maximum term of four years, and their contract is an agreement of assignment (overeenkomst van opdracht).

 

Their term of appointment ends after the conclusion of the first General Meeting, to be held in the fourth year after the year in which they were appointed. Members of the Board of Management can be re-appointed for a further four-year period. The members of the Board of Management jointly manage the Company and are in principle jointly and severally liable for such management. Subject to the approval of the Supervisory Board, each member of the Board of Management may have its personal and primary responsibilities. The Board of Management currently has three members: T. (Ton) Anbeek (CEO), who was appointed by the Supervisory Board as Chairman of the Board of Management, R. (Ruben) Baldew (CFO) and J. (Jeroen) Both (CSCO).