The Dutch Corporate Governance Code (the “Code”) has been revised in 2016 and entered into force on 1 January 2017. Aalberts Industries N.V. endorses the principles of the revised Code, more in particular the central role given to long-term value creation and the introduction of ‘culture’ as a component of effective corporate governance. The Code is available at www.mccg.nl.
In line with the revised Code, the Management Board rules were updated in 2017 and a diversity policy and a policy on bilateral contacts with shareholders were developed. In addition, the Supervisory Board rules and the articles of association of Aalberts (the “Articles of Association") were updated in line with the Code. The updated Articles of Association are to be adopted in the next General Meeting in 2018, as a result whereof the updated Supervisory Board rules will be formally effective. The diversity policy, policy on bilateral contacts with shareholders and the updated Management Board rules and Supervisory Board rules are available below.
Aalberts applies almost all best practice provisions of the Code. To a limited extent, these have been adjusted to specific circumstances of Aalberts. Deviations from best practice provisions of the Code are set out below, together with an explanation. As a result, the Management Board believes it meets the principles of ‘comply or explain’.
The deviations from the Code relate to the following subjects.
Best practice provision 2.2.1 – Term of appointment Management Board
The term of the current appointment of the CEO and CFO is unlimited. The Executive Directors have been appointed for a period of four years and Aalberts 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.
Best practice provision 4.3.3 – Binding nomination
The Articles of Association provide that the General Meeting can deprive the 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. The authority to make a binding nomination to the General Meeting concerning the appointment of members of the Management Board and Supervisory board is an essential instrument that could be used as anti-takeover measure. Therefore, te deprivation of the binding character of the nomination is aligned with Dutch law instead of with the Code.
Best practice provision 2.3.10 - 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.
Our corporate governance statement 2016 is available below.
Rotation schedule Supervisory Board
In line with the Code, Supervisory Board members can be appointed for a maximum of two 4-year terms and subsequently two 2-year terms.
The rotation schedule of the Supervisory Board is as follows:
||year of retirement
|M. C. J. van Pernis
|J. van der Zouw
In view of a further improvement of Aalberts’ corporate governance and in compliance with the Code, the Supervisory Board has established two committees in 2017: the Audit Committee and the Remuneration, Selection and Appointment Committee.
The Audit Committee assists the Supervisory Board in its responsibility to supervise the integrity and quality of the Aalberts’ financial reporting and the effectiveness of Aalberts’ internal risk management and control systems. The Audit Committee consists of Marjan Oudeman (Chairman) and Piet Veenema.
Remuneration, Selection and Appointment Committee
The Remuneration, Selection and Appointment Committee (the “RemCo”) advises the Supervisory Board on matters relating to the selection and appointment of the members of the Management Board and Supervisory Board. The RemCo further monitors and evaluates the remuneration policy for the Management Board. The RemCo consists of Jan van der Zouw (Chairman) and Martin van Pernis.