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 five 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 Herman van Everdingen, Mr Gert van de Weerdhof and Mrs Leen Geirnaerdt.

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 2017 amounts to € 47,976 for the Chairman, € 39,896 for the vice Chairman and € 32,321 for members.  Committee chairs receive a fixed remuneration of € 7,575, and committee members receive € 5,050.  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.  

The Supervisory Board continued its practice to regularly evaluate its own meetings immediately afterwards, without the Board of Management being present. In 2017, the Supervisory Board discussed its own performance and the performance of its committees in December, based on an extensive questionnaire, which was updated in view of the revised Dutch corporate governance code. The results were discussed in a plenary board meeting in December. The follow-up of the 2016 items for improvement were also discussed. The Supervisory Board decided to increase attention to ICT and Culture and assessed that there was no specific need for education or training of its members. An extensive board evaluation with the help of an external advisor will be held in 2018. Another topic of discussion in this meeting was the review of other positions held by Supervisory Board members and members of the Board of Management.

 

 

Audit Committee

The Audit Committee’s main role is to oversee financial accounting and reporting, internal control and risk management. The Audit Committee reports to the Supervisory Board.

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Remuneration & Nomination Committee

The Remuneration and Nomination Committee is a standing committee which reports to the Supervisory Board, and meets at least twice a year (February and September).

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