The Supervisory Board and the Board of Management acknowledge their responsibility for Vedior’s corporate governance and for compliance with the Dutch corporate governance code. Both Boards strongly believe that good corporate governance is essential to all those involved in Vedior. Good corporate governance and adequate supervision are important prerequisites or trust in Vedior and its management. Corporate transparency, integrity and clear and timely communication are indispensable, and decisions taken on corporate governance must be seen in the context of an ongoing process. National and international developments continue to be monitored both rom social and political perspectives. The international dimension is of vital importance in this respect. By the end of 2007, Vedior was operating in 50 countries worldwide with 93% of turnover produced outside the Netherlands. Two members of the Board of Management as well as two members of the Supervisory Board are non Dutch nationals. It is estimated that more than 55% of shares are held by institutional investors from outside the Netherlands.
Vedior is in compliance with the Dutch corporate governance code (‘the Code’) and has adopted all relevant recommendations, except as specifically explained in this report regarding the following provisions of the Code:
- Provision II.2.3 – Shares obtained without financial consideration by members of the Board of Management should be retained for at least five years. The Supervisory Board believes that share sales should be allowed earlier to the extent necessary to settle related tax liabilities.
- Principle III.5 – If the Supervisory Board comprises more than four members, the Supervisory Board should designate an audit committee, a remuneration committee and a selection and appointment committee from its midst. Because it was felt that the selection, appointment and remuneration issues are interlinked, the Supervisory Board decided to combine these activities in one Committee, called the Remuneration and Appointment Committee.
Each change to Vedior’s corporate governance structure and each change in the compliance with the Code will be submitted to the Annual General Meeting of shareholders for discussion as a separate agenda item. During the General Meeting of shareholders held on 27 April 2007, shareholders formally adopted Vedior’s corporate governance. A proposal was also approved at the same meeting to include in the Company’s articles of association the possibility that shareholders can join and vote at the Annual General Meeting through electronic means of communication.
Corporate governance structure
Vedior operates a two-tier board structure. The Supervisory Board comprises the non executive directors, while the Board of Management comprises the executive directors of the Company.
The Board of Management is charged with the management of the Company’s business and operations. Important responsibilities of the Board of Management include setting and achieving the Company’s objectives, strategy and policies, as well as delivering results. The Board of Management is also responsible for compliance with all relevant laws and regulations, the quality and completeness of publicly disclosed financial reports, risk management and arranging adequate financing.
The task of the Supervisory Board is to supervise and advise on the policies pursued by the Board of Management and the general state of affairs within the Company. The Supervisory Board reviews the strategy developed by the Board of Management on a regular basis. The Supervisory Board – and in some cases one of its Committees – reviews and advises on important issues such as the development of financial and operational results, the risks related to business activities, structure and operation of risk management and control systems, compliance with rules and regulations, business development, including acquisitions and divestments and the Company’s financial position and capital structure. Decisions of the Board of Management which require the approval of the Supervisory Board are included in the Company’s articles of association and annex A of the Supervisory Board regulations.
Both Boards have their own unique responsibilities, which focus on the Company’s general interests and take into account the interests of all stakeholders. Both Boards are accountable to the shareholders, who must also approve the proposed (re)appointment of members of both Boards. Shareholders should at all times be provided with a clear view on corporate decisions and the decision-making process.
Both Boards have their own regulations, which set rules with regard to the affairs of each Board and the relationship between them. These rules must be observed by both Boards and their members. The Supervisory Board is assisted by the Company Secretary.
Appointment and composition of the Board of Management
The responsibility for the management of Vedior is vested collectively in the Board of Management. The Board of Management currently consists of five members: the Chief Executive, the Chief Financial Officer and three other members, who are each responsible for the day-to-day management of the business, divided into geographic zones.
As from 2004, members of the Board of Management are appointed fora maximum term of four years. Members of the Board of Management shall retire periodically in accordance with a schedule drawn up by the Supervisory Board, in order to avoid a situation where more than two members retire at the same time. The current resignation schedule can be found on this page.
The Board of Management determines the division of its tasks subject to the approval of the Supervisory Board. The Supervisory Board determines the candidates for the position of Chief Executive Officer and Chief Financial Officer. Individual members of the Board of Management may be charged with specific managerial tasks, although the Board of Management remains collectively responsible. An individual member of the Board of Management may only exercise such powers as are explicitly delegated to him.
A member of the Board of Management may not accept any board position at another company without the prior approval of the Supervisory Board. In any event, a member of the Board of Management may not be a member of the supervisory board of more than two listed companies or serve as chairman of the supervisory board of another listed company.