Aalberts Industries N.V. endorses the principles of the Dutch Corporate Governance Code (the Code) and applies virtually all best practice provisions of this Code. To a limited extent, these have been adjusted to specific circumstances of Aalberts Industries. An updated guide detailing how Aalberts Industries further improved its compliance with the provisions of the Code is available at the bottom of this section.

The Management Board believes it meets the principles of ‘comply or explain’. All the regulations pursuant to the Code that are applicable to Aalberts Industries concerning reporting and transparency of information have been incorporated into the annual report.

On 22 April 2004, the General Meeting of Shareholders (the General Meeting) approved the corporate governance structure of Aalberts Industries. Since then there have been no substantial changes in the corporate governance structure of Aalberts Industries, the special governance rules and regulations, or the compliance with the Code. The Management Board and the Supervisory Board annually discuss in detail the rules and regulations and update them where necessary. In the opinion of the Supervisory Board and the Management Board, Aalberts Industries pursues a consistent corporate governance policy.

The deviations from the Code relate to the following four subjects.

  • Management Board
    The term of the current appointment of the CEO and CFO is unlimited. The Executive Director has been appointed for a period of four years and Aalberts Industries will also apply this four year period for the appointment of new members of the Management Board. On dismissal, the existing employment conditions and regulations of the current directors are taken into account; this will not apply to new appointments.
  • General Meeting
    The Articles of Association of Aalberts Industries provide that the General Meeting can deprive the binding nomination of its binding nature with a resolution passed with a maximum majority permitted by law. Currently, this majority amounts to two-thirds of the votes cast. The deviation relates to the well-balanced allocation of the control and influence of the company’s individual bodies.
  • Company secretary
    The nature and size of the group is such that the creation of the position of company secretary is not deemed necessary for the time being.
  • Provision of information
    New information will be disseminated simultaneously and equally. Individuals are provided with information based on the above principle.

Retirement schedule Supervisory Board

During the Annual General Meeting of Shareholders, held on April 22nd, 2004, it has been decided that the members of the Supervisory Board will be appointed for a maximum of three 4-year terms.

By doing so, Aalberts Industries supports a freer circulation within its Supervisory Board. In exceptional cases and for urgent cause, the term of office may be extended.

The retirement schedule of the Supervisory Board is as follows:
 

NAME YEAR OF RETIREMENT

H. Scheffers 2017
M. C. J. Van Pernis 2018
J. Van der Zouw 2019
P. Veenema 2020

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