Algemene Vergadering van Aandeelhouders

Kernbevoegdheden als de besluiten tot statutenwijziging, juridische fusie of splitsing en vaststelling van de jaarrekening komen toe aan de Algemene Vergadering van Aandeelhouders.

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Raad van Commissarissen

The Supervisory Board supervises and advises the Board of Management on the performance of its management tasks and supervises the overall development of the Company. In the performance of its tasks, the Supervisory Board is guided by the interests of Accell Group and its affiliated enterprise and takes into account the stakeholder interests that are relevant in this context. The members of the Supervisory Board regularly discuss the long-term value creation strategy, its execution and the associated 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. The Board of Management provides the Supervisory Board with all the information it requires to perform its tasks and does so in a timely manner.

 

In its periodic meetings with the Board of Management, the Supervisory Board discusses a number of subjects, including the general state of affairs, as well as financial reporting based on the operational plan for the year under review (half-yearly and annual reports, interim financial statements, balance sheets, income statements, cash flow statements and capital investments). The agenda also includes subjects such as major investments and/or divestments, management developments, human resources, the relationship with shareholders, the dividend proposal, the independent auditor’s management letter and follow-up actions, setting the operational plan with the operational and financial goals for the next year and approval of the strategy at least every fifth year. At least once a year, the Supervisory Board discusses the progress of the strategy and the principal risks connected to the business, the Board of Management’s assessment of the organisation and operation of the internal risk management and control systems, as well as any significant changes to those systems.

 

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 Management and the General Meeting. The current regulations were adopted by means of a resolution dated 4 March 2020. The regulations can be found on the Accell Group website (under ‘Corporate Governance/Supervisory Board').

 

The Supervisory Board is composed of 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. In the event of vacancies, 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 Accell Global 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 the same. A member of the Supervisory Board shall, in general, resign no later than on the day of the first General Meeting 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 in accordance with the Company's articles of association and the internal regulations of the Supervisory Board. The Supervisory Board has drawn up a retirement schedule, which is published on the Accell Group website (under ‘Corporate Governance/Supervisory Board').

 

The members of the Supervisory Board receive a remuneration to be determined by the General Meeting. Pursuant to the new bill implementing the revised European Shareholder Rights directive, a remuneration policy for the Supervisory Board will be proposed at the General Meeting of 22 April 2020. That Remuneration Policy will be proposed for adoption (voting item). A majority of at least 75% of the votes cast at the General Meeting is needed to adopt the Remuneration Policy. The remuneration report 2020 of the Supervisory Board will be put on the agenda of the General Meeting in 2021 for an advisory vote.

 

As from 1 January 2020 onwards, the Supervisory Board again consists of four members and has appointed two committees from its midst, each with two members. The Audit Committee comprises Ms. 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. R. (Rob) ter Haar. These committees are tasked with preparatory activities as part of the decision-making process of the Supervisory Board. By means of a resolution dated 4 March 2020, 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’). It is the task of the committees to support and advise the Supervisory Board concerning the items that are under the committees’ responsibility and to prepare the Supervisory Board’s decisions regarding those items. The Supervisory Board as corporate body remains responsible for how it performs its tasks and for the preparatory work carried out by the committees. The committees submit reports on all their meetings to the Supervisory Board.

 

The Supervisory Board has drawn up a profile of its size and composition, taking into account the nature, size 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, and is assisted by a Company Secretary. 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 can operate independently and critically, vis-à-vis each other, the Board of Management and any Company interest whatsoever. The Company is responsible for an introduction program for persons appointed to the Supervisory Board.