wereldhave supervisory board
The role of the Supervisory Board is to oversee the Board of Management’s strategy (including corporate social responsibility) and the business operations of the company and its subsidiaries, as well as to assist the Board of Management by providing advice. The Supervisory Board shall always act 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 five members, all of whom are independent from the Company as defined in article III.2.2 of the Dutch Corporate Governance Code. At the AGM in April 2017, Mr Van Oosten will step down, having reached the maximum term in office. Mr. Bomhoff retires by rotation. He has decided that for personal reasons, he is not available for re-election. The nomination will be proposed of Mr Adriaan Nühn and Mr Hein Brand as Supervisory Board member. Mr. Nühn is to become the Chairman of the Supervisory Board, as Mr. Joop van Oosten will retire in April 2017.
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 2016 amounts to € 47,785 for the Chairman, € 39,737 for the vice Chairman and € 32,192 for members. Committee chairs receive a fixed remuneration of € 7,545, and committee members receive € 5,030. 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 six 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 October 2015 the Supervisory Board carried out an extensive board evaluation, with the assistance of an external advisor. Following the recommendations, the board decided to expand its expertise with knowledge and experience in the operational management of a large international multichannel retailer. The Supervisory Board also noted that it should work to improve relations with institutional investors by more actively seeking consultations on governance topics, to regularly visit country management organisations and to hold “Supervisory Board – only” meetings at least twice a year.
In 2015 there were no business transactions with members of the Supervisory Board in which conflicts of interest may have played a role. All business transactions between the Company and members of the Board are published in the Annual Report.