GENERAL MEETING OF SHAREHOLDERS

Key authorizations, such as powers regarding decisions to amend the articles of incorporation and bylaws, legal mergers and spin-offs, and adoption of the annual accounts reside with the General Meeting of Shareholders.

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Supervisory Board

The Supervisory Board supervises the manner in which the Board of Directors executes the long-term value creation strategy. The members of the Supervisory Board regularly discuss the strategy, the execution of same and the key risks, while paying specific attention to the effectiveness of the internal risk management and control systems and the integrity and quality of the company’s financial reporting. In addition, the Supervisory Board provides the Board of Directors with advice. In the performance of its tasks, the Supervisory Board is guided by the interests of Accell Group and its associated enterprise and in doing so weighs the relevant interests of all the company’s stakeholders.

 

The Board of Directors provides the Supervisory Board with all the information it requires to perform its tasks and does so in a timely manner. The Supervisory Board has drawn up regulations which include the distribution of its tasks and its operating methods. The regulations also include a section on its interaction with the Board of Directors and the General Meeting. The regulations were adopted by means of a resolution dated 15 December 2017. The regulations can be found on the Accell Group website (under ‘Corporate Governance/Supervisory Board).

 

The Supervisory Board comprises at least three members. The General Meeting appoints the members of the Supervisory Board based on nominations drawn up by the Supervisory Board. The General Meeting can reject the nomination with an absolute majority of the votes cast, representing at least one-third of the issued share capital. If the nomination is rejected, the Supervisory Board shall draw up a new nomination.

 

In the event that the General Meeting fails to appoint the nominee and also fails to reject the nomination, the Supervisory Board shall appoint said nominee. The Supervisory Board announces the nominations simultaneously to the General Meeting and the Works Councils of Accell Nederland B.V., Accell IT Services B.V. and the Joint Works Council of Accell Operations B.V. and Accell Services B.V. The General Meeting and the Works Councils are entitled to recommend nominees to the Supervisory Board for appointment as members of the Supervisory Board. The Supervisory Board will fill the nominations for one-third of the number of members of the Supervisory Board with persons recommended by the Works Councils, unless the Supervisory Board objects to said recommendation and provides grounds for same. A member of the Supervisory Board shall resign no later than on the day of the first annual General Meeting of Shareholders held four years after their appointment and immediately after the end of said meeting. A resigning member of the Supervisory Board may be reappointed immediately. The members of the Supervisory Board receive a remuneration to be determined by the General Meeting. The Supervisory Board has drawn up a retirement schedule, which is published on the Accell Group website (under ‘Corporate Governance/Supervisory Board).

 

The Supervisory Board has five members and has appointed two committees from its midst, each with two members. The Audit committee comprises Mrs. D. (Daniëlle) Jansen Heijtmajer (chair) and Mr. G. (Gert) van de Weerdhof. The Selection/Remuneration committee comprises Mr. P.B. (Peter) Ernsting (chairman) and Mr. A.J. (Ab) Pasman).


These committees are tasked with preparatory activities as part of the decision-making process of the Supervisory Board. By means of a resolution dated 15 December 2017, the Supervisory Board established revised regulations for the audit committee and the selection/remuneration committee. These regulations can be found on the website (under ‘Corporate Governance/Supervisory Board’). The Supervisory Board has drawn up a profile of its size and composition, taking into account the nature and operations of Accell Group and the desired expertise and background of the members of the Supervisory Board. The profile was most recently established by means of a Supervisory Board resolution dated 21 July 2011 and is available on the Accell Group website (under ‘Corporate Governance/Supervisory Board’).

 

The Supervisory Board has appointed from its midst a chair and a vice chair. The Supervisory Board aims to align the experience and expertise of its members effectively with the nature, activities and strategy of Accell Group. The Supervisory Board’s composition is such that the members are able to operate independently and critically, vis-à-vis each other, the Board of Directors and any company interest whatsoever.