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. The Management Board therefore 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.
A full overview of the compliance with the Code is provided in the Guidance Corporate Governance to be downloaded below. Our corporate governance statement 2016 is available below.Corporate Governance statement
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.
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.
Aalberts Industries N.V. (the “Articles of Association") provides 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 as referred to in the paragraph ‘Decision making and anti-takeover measures’.
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
Aalberts Industries announces all press conferences and meetings with analysts in advance. Presentations to analysts are posted on the website of the company at the start of these meetings. At the moment we deviate from the provision that all shareholders should be able to follow the analyst meetings, presentations to (institutional) investors and press conferences at the same time by means of webcasting, telephone or otherwise. It is regularly examined whether it is desirable to provide those facilities. As a result thereof, Aalberts Industries started with webcasting in 2017.
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:
||year of retirement
|M. C. J. van Pernis
|J. van der Zouw