The Management Board of the Company consists of four
members. Pursuant to the articles of association of the
Company, (i) the Management board and (ii) any two members
of the Management board acting jointly are authorized
to represent the Company. Important business decisions
require a resolution of the Management Board. The Management
Board may adopt resolutions either (i) orally by a majority
of the votes cast at a meeting in which a majority of
the members of the Management Board is present or represented
or (ii) unanimously in writing without organizing a meeting.
The articles of association contain a list of decisions
that also need the approval of the Supervisory Board.
It is intended that Dutch law will be changed soon with
the result that "important" decisions also require the
approval of the General Meeting of Shareholders.
Pursuant to Dutch law, the members of the Management
Board are appointed by the General Meeting of Shareholders.
The Supervisory Board is entitled to make a non-binding
nomination for each vacancy. Both the General Meeting
of Shareholders and the Supervisory Board may suspend
a member of the Management Board. The General Meeting
of Shareholders may dismiss a member. Assumed there is
no reason for suspension or dismissal, the General Meeting
of Shareholders will discharge the members of the Management
Board for their management over the last financial year.
As the Company acknowledges the importance of corporate
governance rules, the Company tries to implement as most
of the Dutch corporate governance rules as possible,
also with regard to the Management Board.
Important provisions are that members of the Management
Board are appointed for a term of four years. Re-election
for one extra four year period is possible. Another important
provision is that the most important information with
regard to the remuneration of members of the Management
Board needs to be made publicly available. The Company
does not comply yet at all points of corporate governance.
In line with Dutch law however, an explanation is available. |