WERELDHAVE Supervisory board
The role of the Supervisory Board is to supervise the strategy and the business of the Company and its subsidiaries, as well as to support the Board of Management by providing advice. The Supervisory Board shall be guided in the interests of the company, and to that end, shall weigh the relevant interests of the company’s stakeholders, including its shareholders. The Supervisory Board has joint responsibility and acts without a mandate and independently of any particular interests associated with the company.
The Supervisory Board consists of at least three members, who are appointed by the General Meeting of Shareholders. The Supervisory Board of Wereldhave N.V. currently consists of four members, all of whom are independent from the Company as defined in article 2.1.8 of the Dutch Corporate Governance Code. At the AGM in April 2017, Mr Adriaan Nühn has been appointed Chairman of the Supervisory Board and Mr Hein Brand as Supervisory Board member. Other members of the Supervisory Board are Mr Gert van de Weerdhof and Mrs Françoise Dechesne. At the AGM in April 2019, Mrs Françoise Dechesne has been appointed as Supervisory Board member.
The Supervisory Board has two standing Committees, an Audit Committee and a Remuneration and Nomination Committee. At least one of the members of the Audit Committee must be a financial expert, but currently all members of the Audit Committee qualify as financial experts. The Chairman of the Supervisory Board cannot be the Chairman of the Selection and Remuneration Committee.
The duties of the Committees are laid down in Wereldhave’s Governance Charter, which can be found on the Company’s website.
The Supervisory Board members are appointed during the General Meeting of Shareholders for a maximum of three consecutive periods of 2, 3 or 4 years. In principle, Wereldhave applies a maximum term in office for Supervisory Board members of 8 years. The schedule for rotation can be found on the Company’s website.
The base remuneration for 2019 amounts to € 60,000 for the Chairman, € 44,000 for the vice Chairman and € 40,000 for members. Committee chairs receive a fixed remuneration of € 9,500, and committee members receive € 7,000. These amounts are indexed annually.
The company does not award options or shares to members of the Supervisory Board. The remuneration of the Supervisory Board members is not affected by the Company’s results, nor by any change of control at the Company. No loans were issued to members of the Supervisory Board.
The Supervisory Board convenes according to a fixed schedule, and at least four times per year. During one of these meetings, without the Board of Management being present, the Supervisory Board discusses its own performance, its relationship with the Board of Management, the composition and its assessment of the Board of Management, including on matters regarding remuneration.
In 2018, the Supervisory Board made an extensive evaluation of its own performance with the assistance of an independent external advisor. The advisor sent out questionnaires to all members of the Supervisory Board, the Board of Management and the Company Secretary. Their answers formed the introduction for in-depth talks with all these individuals. The outcome was presented and discussed in uncensored form in the "Supervisory Board-Only" meeting in December 2018.
Talent management and development of the organisational culture are seen as key items for the Board. The Supervisory Board decided to increase its focus on ICT in 2019. The Supervisory Board also felt a need for expanding its retail knowledge amongst its members. Retail real estate knowledge has been set as the profile for the new Supervisory Board member to be recruited. In addition, the Board decided to hold an extra meeting in 2019 with presentations from external retail experts to discuss trends and relevant retail topics for Wereldhave.