Corbion Annual Report 2017

Page 72

72

CORBION ANNUAL REPORT 2017  Report of the Supervisory Board

The Audit Committee also held private individual meetings with respectively the CFO, the Senior Director Internal Audit, and the external auditor. The attendance rate at the meetings held in 2017 was 100%. The agenda at the Audit Committee meetings covered, amongst other subjects, annual and halfyear figures, interim management statements, accounting matters, IFRS changes, sustainability reporting, internal risk management and control systems, tax matters (including tax control framework), financing, treasury and insurance, pensions, IT (including cybersecurity), status of legal claims and litigations, status of the Business Conduct program, notifications received under the whistleblower procedure, internal audit plan, the management letter, and reports of the internal and external auditors. The Audit Committee closely monitors the independence of the external auditor. It evaluates the performance of the external auditor on a yearly basis and where appropriate recommends to the Supervisory Board the replacement of the external auditor. Furthermore, the Audit Committee submits a proposal to the Supervisory Board with respect to the fees for all audit services to be performed by the external auditor as requested by the Board of Management.

Appointment and Governance Committee The Appointment and Governance Committee (previously the Nomination Committee) consists of Mathieu Vrijsen (Chairman), Rudy Markham, and Steen Riisgaard. The Appointment and Governance Committee met five times in 2017 in the presence of the EVP Human Resources and the Company Secretary. The CEO was invited to join certain parts of these meetings. The attendance rate at the meetings held in 2017 was 100%. The Appointment and Governance Committee discussed amongst other subjects, the size and composition of the Supervisory Board and the Board of Management, the succession plan for the Supervisory Board and members of the Board of Management and the Executive Committee, the performance of the Board of Management and its members, talent management, succession planning for senior management, people strategy, culture and values, the profile of the Supervisory Board, and the diversity policy for the Supervisory Board and Executive Committee, as well as governance matters. Furthermore, the reappointment of the CEO and the nomination for reappointment of the CFO were extensively discussed as well as the implementation of the revised Dutch Corporate Governance Code.

Remuneration Committee The Remuneration Committee consists of Rudy Markham (Chairman), Mathieu Vrijsen, and Steen Riisgaard. The Remuneration Committee met five times in 2017 in the presence of the EVP Human Resources and the Company Secretary. The CEO was invited to join certain parts of these meetings. The attendance rate at the meetings held in 2017 was 100%. The Remuneration Committee discussed, amongst other subjects, the remuneration report, the remuneration for the members of the Board of Management, the level of achievement of the 2016 Short-Term Incentive Plan (STIP) targets for the members of the Board of Management, the progress of the STIP 2017 targets and the targets of the running Long-Term Incentive Plan (LTIP) programs, and the target setting for the STIP 2018 and the LTIP 2017-2020. A benchmark study was conducted to assess the current pay-levels of the Board of Management and Executive Committee. Furthermore, the members of the Board of Management gave a view on their own remuneration and the remuneration levels of the Executive Committee were reviewed.

Science and Technology Committee The Science and Technology Committee consists of Steen Riisgaard (Chairman) and Mathieu Vrijsen. The Science and Technology Committee met four times in 2017 in the presence of the CTO, other members of the Executive Committee and members of the R&D leadership team. The attendance rate at the meetings held in 2017 was 100%. The agenda at these meetings covered, amongst other subjects, new technologies, food and biochemical applications, medical biomaterials, and external technology trends.


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