Board of Directors
We have a single-tier Board of Directors, currently consisting of one Executive Director and eight Non-Executive Directors. The number of Executive and Non-Executive Directors is determined by the Board of Directors. On December 10, 2012 the company announced the departure of Michiel Herkemij as Chief Executive Officer, and that Jan Bennink, Non-Executive Chairman will assume the responsibilities of the Executive Director until a new Chief Executive Officer and Executive Director has been appointed by shareholders.
The Board of Directors is collectively responsible to the shareholders for the general affairs of the Company and may divide its duties among the directors. The day-to-day management has been entrusted to the Executive Director while the Non-Executive Directors have the task of supervising the Executive Director and providing advice.
Members of the Board of Directors
Rules governing the Board of Directors
Further details about how our Board of Directors operates are stated in the Articles of Association and the Board Rules, which include provisions regarding meetings, resolutions, committees, appointment procedures as well as a profile detailing the desired expertise and background of the Non-Executive Directors. This profile was used in the process of selecting the current Non-Executive Directors.
We pay great value to diversity in the composition of the Board of Directors. The Board Rules include a policy that the Board aims for diversity in terms of expertise, nationality and gender. When selecting a new candidate for the Board of Directors, due regard will be paid to achieving diversity in line with this policy.
Remuneration
Under Dutch law, the General Meeting of Shareholders must adopt a remuneration policy for the Board of Directors that addresses the fixed and variable components of the remuneration, as well as the remuneration in the form of shares and severance payments. The current remuneration policy applicable to the Board of Directors has been adopted on June 25, 2012. The remuneration of our Executive Director is determined by our Board of Directors based on the provisions of our remuneration policy.
The Company has further adopted a Long-Term Incentive Share Plan (LTIP) for our Chief Executive Officer, the members of the Executive Committee and other senior and key employees. Based on this LTIP, participants are rewarded performance share units, which give the participant the right to receive a number of shares for no compensation subject to certain conditions. The current LTIP has been approved by our general meeting on June 25, 2012. Further information on the LTIP is in our remuneration report dated October 10, 2012 and in our annual report over the financial year 2012.
The Remuneration Committee of the Board of Directors prepares an annual remuneration report. The remuneration report provides information on how the remuneration policy has been implemented, as well as an overview of the implementation of the remuneration policy planned by the Board of Directors for the coming years.
Fee structure Non-Executive Directors
A more detailed description of the composition of the remuneration of the Board of Directors, the Executive Director and senior management is included in the remuneration report dated October 10, 2012 and in our annual report for the financial year 2012.
