Main outlines of corporate governance structure
Gamma Holding is a public limited company listed on the Dutch stock exchange, and has opted voluntarily to adopt the full statutory two-tier rules. As a result, its subsidiary Gamma Holding Nederland N.V. is exempted from applying the statutory two-tier rules. The day-to-day management of the Company is entrusted to the Executive Board, which is supervised by an independent Supervisory Board.
Executive Board
Role and procedure
The role of the Executive Board is to manage Gamma Holding. The Executive Board is collectively responsible for the management of the Company, its business performance and the business performance of the enterprise affiliated with the Company. Furthermore, the Executive Board is responsible, together with the Supervisory Board, for the corporate governance structure of Gamma Holding and compliance with the Code.
In discharging its role the Executive Board is guided by the interests of the Company and its affiliated enterprise, taking into consideration the interests of the Company’s stakeholders (including the shareholders).
The Executive Board is accountable to the Supervisory Board and the General Meeting of Shareholders for the performance of its duties. The Executive Board acts in accordance with its own rules and regulations. The rules and regulations of the Supervisory Board contain rules for resolving (potential) conflicts of interest among, for instance, directors and supervisory directors in relation to the Company, which rules are in line with the principles and best-practice provisions contained in the Code. In 2009 there were no transactions involving a conflict of interest between Gamma Holding and the members of the Executive Board as referred to in principle II.3 of the Code.
Appointment and composition
The members of the Executive Board are appointed by the Supervisory Board. The Executive Board is composed of at least two members. On 23 April 2009 the Supervisory Board appointed Mr Leendert van Reeuwijk as a member of the Executive Board and CFO. On 29 July 2009 Mr Jan Albers was appointed as chairman of the Executive Board and CEO. The Executive Board therefore consists of two members.
Remuneration
The Supervisory Board determines, in accordance with the remuneration policy adopted by the General Meeting of Shareholders, the remuneration and other terms and conditions of employment of every member of the Executive Board. Details of the remuneration of the individual members of the Executive Board are contained in the remuneration report. Please click here for the main outlines of the remuneration report and the remuneration policy.
Supervisory Board
Role and procedure
The role of the Supervisory Board is to supervise the policies of the Executive Board and the general business performance of the Company and its affiliated enterprise, as well as to assist the Executive Board by providing advice. In discharging its role the Supervisory Board is guided by the interests of the Company and its affiliated enterprise, taking into account the relevant interests of the Company’s stakeholders (including the shareholders). The Supervisory Board acts in accordance with its own rules and regulations. These rules and regulations contain rules for resolving (potential) conflicts of interest among, for instance, directors and supervisory directors in relation to the Company, which rules are in line with the principles and best-practice provisions contained in the Code.
Appointment and composition
Gamma Holding has a Supervisory Board composed of at least three persons. On the reporting date the Supervisory Board consisted of Messrs Fokko van Duyne (chairman), René van der Bruggen, Hessel Lindenbergh and Jan Zuidam (vice-chairman).
The supervisory directors are appointed by the General Meeting of Shareholders on the basis of nominations by the Supervisory Board. Both the General Meeting of Shareholders and the Central Works Council have a right of recommendation with regard to nominations. Members of the Supervisory Board can be appointed for a maximum of three terms of four years.
Remuneration
The remuneration of the members of the Supervisory Board is determined by the General Meeting of Shareholders. The remuneration of the members of the Supervisory Board was most recently determined on 24 April 2008.
Committees
Since 2002 the Supervisory Board has also included an Audit Committee and a combined Selection, Appointments and Remuneration Committee. The committees are charged with preparing the decision-making of the Supervisory Board. Both committees have rules and regulations. The Audit Committee consists of Messrs Lindenbergh (chairman) and Van Duyne. The Selection, Appointments and Remuneration Committee consists of Messrs Zuidam (chairman) and Van Duyne.
Shareholders
The financial statements are prepared each year within four months after the end of the financial year. The annual General Meeting of Shareholders is held within six months after the end of the financial year. Extraordinary General Meetings of Shareholders may be held, if necessary, at the request of the Supervisory Board or the Executive Board.
The agenda for the annual General Meeting of Shareholders is adopted by the Executive Board and the Supervisory Board. Among the items placed on the agenda for this meeting are the discussion of the annual report, the adoption of the financial statements and the profit appropriation, any notification of proposed appointments of members of the Executive Board and the Supervisory Board, and any other proposals placed on the agenda by the Supervisory Board and the Executive Board or the shareholders. As a separate item on the agenda, the General Meeting of Shareholders discusses the discharging of the members of the Executive Board from liability for the performance of their management duties and the discharging of the members of the Supervisory Board from liability for their supervision of the management. A proposal to adopt or alter the reservation and dividend policy is also dealt with and accounted for as a separate item on the agenda at the General Meeting of Shareholders. Gamma Holding has a registration date for the exercising of voting and meeting rights.
