Supervisory board
The role of the Supervisory Board is to oversee the Management Board’s policy and the general developments within the company and its associated business, and to support the Management Board with advice. The Supervisory Board is responsible for the quality of its own performance. It consists of at least three members. The members of the Supervisory Board are appointed by the General Meeting of Shareholders following nomination by the Supervisory Board. The General Meeting of Shareholders can reject a nomination by an absolute majority of the votes cast, representing at least one third of the issued capital. If a nomination is rejected, the Supervisory Board will nominate another candidate. If the General Meeting of Shareholders does not appoint the candidate but does not resolve to reject the nomination, the Supervisory Board will appoint the candidate.
The Supervisory Board notifies the works council and the General Meeting of Shareholders of the nomination. The works council and General Meeting of Shareholders can recommend persons to the Supervisory Board for nomination as Supervisory Board members. As Corio is subject to the two-tier board regime, the works council may recommend nominations for up to a third of the Supervisory Board members, unless the Supervisory Board objects to the recommendation, stating its reasons.
Members of the Supervisory Board step down no later than the date of the first General Meeting of Shareholders held four years after the date of their appointment. A person can be a member of the Supervisory Board for a maximum of twelve years. The members of the Supervisory Board receive remuneration determined by the General Meeting of Shareholders.
The Supervisory Board aims to ensure that the experience and expertise of its members are in keeping with Corio’s activities and strategy. The composition of the Supervisory Board is such that its members are able to adopt a critical attitude and act independently with respect to one another, the Management Board and special interests of any kind. All the Supervisory Board members, with the exception of Mr W. Borgdorff, are independent. Supervisory Board members are deemed to be independent if they do not fulfil the dependence criteria set out in the Dutch Corporate Governance Code.
The Supervisory Board has adopted a profile that establishes its size and composition. This profile can be found on the Corio website. The Supervisory Board elects a chair and vice-chair from among its members.
The segregation of the Supervisory Board’s duties and details of its procedures are laid down in the Articles of Association and a set of rules. The rules of the Supervisory Board have been placed on the Corio website. The Supervisory Board has appointed an audit committee, a remuneration committee and a selection and appointments committee from among its members. The task of these committees is to do preparatory work as part of the Supervisory Board’s decision-making process. Rules have been drawn up for each committee, and can be found on the Corio website. Each committee works on the basis of tasks delegated by the Supervisory Board, and reports to the Supervisory Board accordingly. The Management Board ensures the Supervisory Board is provided with all the information it requires to perform its duties in good time. The Supervisory Board and its individual members each have a responsibility to demand from the Management Board and the external auditors all the information that the Supervisory Board requires to perform its role properly as a supervisory body.
Every type of actual or perceived conflict of interest between the company and members of the Supervisory Board is avoided. Decisions to enter into transactions in which conflicting interests of Supervisory Board members play a part require the approval of the Supervisory Board. The Supervisory Board is also responsible for decisions regarding conflicts of interest between Management Board members, Supervisory Board members, major shareholders and the external auditors in relation to the company.
Pursuant to the Dutch Financial Supervision Act and the Dutch Civil Code, transactions between the company and persons with a direct interest in it, including the members of the Management Board and Supervisory Board and major shareholders, are disclosed in the notes to the financial statements. In 2008 no transactions took place between the company and persons with a direct interest.
Source: Annual Report 2008, Chapter Corporate governance, page 125 (PDF, 72 kB)
Add to My report