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Good corporate governance, including focus on long-term value creation and culture, is a key component of 'the Aalberts way' of doing business and is embedded in our core values. Aalberts endorses the principles of the Dutch Corporate Governance Code (the “Code”). The Code is available at www.mccg.nl. Our corporate governance structure has been updated in accordance with the Code in the past years.
Aalberts virtually applies all best practice provisions of the Code. To a limited extent, these have been adjusted to specific circumstances of Aalberts. 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 is unlimited. The CFO and Executive Director 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 of the CEO, the existing employment conditions and regulations are considered; this does not apply to the CFO and the Executive Director nor 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 could be an essential instrument in the well-balanced decision-making process. Therefore, the deprivation of the binding character of the nomination is aligned with Dutch law instead of the Code.
Best practice provision 2.3.10 - Company secretary
Aalberts does not have a formal company secretary. This position is adequately fulfilled by the legal and governance function at head office level, in line with the lean and effective organisational structure.
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:
|name||year of retirement|
|M. C. J. van Pernis||2020|
|J. van der Zouw||2023|
There are two committees of the Supervisory Board: the Audit Committee and the Remuneration, Selection and Appointment Committee.
The Audit Committee aids and advises 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, who both qualify as financial and risk experts.
Remuneration, Selection and Appointment Committee
The Remuneration, Selection and Appointment Committee (“RemCo”) aids and 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.