Supervisory Board Committees

Audit Committee  - Risk Committee - Nomination and Governance Committee - Remuneration Committee 

The Supervisory Board has installed four committees from its members assisting the Supervisory Board: the Audit Committee, the Risk Committee, the Nomination and Governance Committee and the Remuneration Committee. The committees consist of members of the Supervisory Board. They report their findings to the Supervisory Board, which is ultimately responsible for all decision-making.

Audit Committee

The Audit Committee is composed of Dick Sluimers (chair), Alessandra Ferone, Nathalie Rachou and Morten Thorsrud.

The Audit Committee assists the Supervisory Board in supervising and monitoring the Managing Board by advising on matters such as the compliance by the Company with applicable laws and regulations, the Company’s disclosure of financial information, including the Company’s accounting principles, the recommendation for the appointment of the Company’s external auditor to the General Meeting, the recommendations from the Company’s internal auditor and the Company’s external auditor; and the review of the internal risk management and control systems and IT and business continuity safeguards of the Company. The roles and responsibilities of the Audit Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Audit Committee included in the rules of procedure of the Supervisory Board. The Audit Committee will meet as often as the chairman of the Audit Committee or a majority of the members of the Audit Committee deems necessary but in any event at least twice a year.

Risk Committee

The Risk Committee is composed of Morten Thorsrud (chair), Alessandra Ferone, Nathalie Rachou and Dick Sluimers. The Risk Committee assists the Supervisory Board in supervising and monitoring the Managing Board by advising on matters such as the current and future risk exposures of the Group, reviewing and approving the Group’s risk management framework, monitoring its effectiveness and adherence to the various risk policies. The roles and responsibilities of the Risk Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Risk Committee included in the rules of procedure of the Supervisory Board. The Risk Committee will meet as often as the chairman of the Risk Committee or a majority of the members of the Risk Committee deems necessary but in any event at least two times a year.

Nomination and Governance Committee

The Nomination and Governance Committee is composed of Piero Novelli (chair), Muriel De Lathouwer, Padraic O’Connor and Nathalie Rachou. The responsibilities of the Nomination and Governance Committee relating to selection and appointment include recommending criteria and procedures to the Supervisory Board for the selection of candidates to the Managing Board and the Supervisory Board and its committees, identifying and recommending to the Supervisory Board candidates eligible to serve on the Managing Board and the Supervisory Board and its committees, establishing and overseeing self-assessment by the Managing Board and the Supervisory Board and its committees, conducting timely succession planning for the CEO and the other positions of the Supervisory Board and the Managing Board and reviewing and evaluating the size, composition, function and duties of the Managing Board and the Supervisory Board, consistent with their respective needs. The responsibilities of the Nomination and Governance Committee relating to governance include the supervision and evaluation of compliance with the Dutch Corporate Governance Code. The roles and responsibilities of the Nomination and Governance Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Nomination and Governance Committee included in the rules of procedure of the Supervisory Board. The Nomination and Governance Committee will meet as often as necessary and whenever any of its members requests a meeting.

Remuneration Committee

The Remuneration Committee is composed of Nathalie Rachou (chair), Muriel De Lathouwer, Piero Novelli and Padraic O’Connor.
The responsibilities of the Remuneration Committee include analysing the possible outcomes of the variable remuneration components and how they may affect the remuneration of the members of the Managing Board, preparing proposals for the Supervisory Board concerning remuneration policies for the Managing Board to be adopted by the General Meeting, preparing proposals for our Supervisory Board concerning the terms of the service agreements and total compensation of the individual members of our Managing Board, preparing proposals for the Supervisory Board concerning the performance criteria and the application thereof for the Managing Board, preparing proposals for our Supervisory Board concerning the approval of any compensation plans in the form of share or options, reviewing the terms of employment and total compensation of employees directly reporting to the Managing Board and the total compensation of certain other specified employees, defined in consultation with the Managing Board, overseeing the total cost of the approved compensation programmes, preparing and publishing on an annual basis a report of its deliberations and findings and appointing any consultant in respect of executive remuneration. The roles and responsibilities of the Remuneration Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Remuneration Committee included in the rules of procedure of the Supervisory Board. The Remuneration Committee will meet as often as necessary and whenever any of its members requests a meeting.