Corporate governance
RAI HOLDING B.V. RAI Holding BV is a private company in accordance with Dutch law. Our governance is based on Book 2 of the Dutch Civil Code (BW), the statues, various internal regulations and the Corporate Governance Code 2016.
STRUCTURE The governance structure of RAI Holding BV includes a general meeting, a Supervisory Board, an Executive Board and a works council (OR).
Legal structure RAI Holding BV and its group companies
RAI Holding BV is a holding. The financial statement indicates which companies it comprises. Wherever this annual report mentions ‘RAI Amsterdam’, this should be understood to refer to RAI Holding BV and all its group companies.
Statutes The most recent statutes of RAI Holding BV are dated 18 July 2008. The latest statutes of the subsidiary RAI Amsterdam BV are dated 2 June 2015.
Corporate Governance Code code fully recognised
The Executive Board and Supervisory Board of RAI Amsterdam recognise the Dutch Corporate Governance Code 2016. They apply the principles and best practice definitions therein insofar as they can be said to apply to RAI Holding BV.
explanation
The principles and best-practice definitions do not apply in some cases as RAI Holding BV is not quoted on the stock exchange and only has two shareholders. The following recommendations from the code are not applied or not fully applied:
Provision 2.8.3 (publication of standpoint in takeover situations). Principle 4.2 (supplying information to the general meeting). In addition, RAI Holding BV deviates from the code regarding the term of the employment contracts of the Executive Board. The Executive Board has an indefinite employment contract, but the management agreement applies for a period of four years, which means that the code is recognised:
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