42
Report of the Executive Board Corporate Governance Statement
Voting
All resolutions of the General Meeting of Shareholders shall be
adopted by an absolute majority of the votes cast, except for
those cases in which the law or the Articles of Association
prescribe a larger majority.
Each share confers the right to one vote. Blank votes shall be
considered as not having been cast.
The Executive Board may determine in the convocation notice
that any vote cast prior to the General Meeting of Shareholders
by means of electronic communication, shall be deemed to be
a vote cast in the General Meeting of Shareholders. Such a vote
may not be cast prior to the record date. A shareholder who
has cast his vote prior to the General Meeting of Shareholders
by means of electronic communication remains entitled to,
whether or not represented by a holder of a written power of
attorney, participate in the General Meeting of Shareholders.
Minutes
The proceedings in the General Meeting of Shareholders shall
be recorded in minutes taken by a secretary to be designated
by the General Meeting of Shareholders (after the proposed
amendment of the Articles of Association the secretary shall be
designated by the chairman of the meeting), which minutes shall
be signed by the chairman of the meeting and the secretary. If,
in deviation of the above, a notarial record of the proceedings of
the General Meeting of Shareholders is drawn up, the chairman
of the meeting shall countersign the notarial record. Upon request
the record of the proceedings of the General Meeting of
Shareholders shall be submitted to shareholders ultimately
within three months after the conclusion of the meeting.
Resolutions to be adopted by the general meeting
The General Meeting of Shareholders has authority to adopt
resolutions concerning inter alia the following matters:
(i) Issue of shares by the Company or rights on shares
(and authorise the Executive Board to resolve that
the Company issues shares or rights on shares
(ii) Authorise the Executive Board to resolve that the
Company acquires its own shares
(iii) Cancellation of shares and reduction of share capital
(iv) Appointment of Executive Board members
(v) The remuneration policy for Executive Board members
(vi) Suspension and dismissal of Executive Board members
(vii) Appointment of Supervisory Board members
(viii) The remuneration of Supervisory Board members
(ix) Suspension and dismissal of Supervisory Board members
(x) Appointment of the Delegated Member of the
Supervisory Board
(xi) Adoption of the financial statements
(xii) Granting discharge to Executive and Supervisory
Board members
(xiii) The profit reservation and distribution policy
(xiv) Dividend distributions
(xv) A substantial change in the corporate governance structure
(xvi) Appointment of the external auditor
(xvii) Amendment of the Articles of Association and
(xviii) Liquidation.
Resolutions on a major change in the identity or character of
the Company or enterprise shall be subject to the approval of
the General Meeting of Shareholders. This would at least include
(a) the transfer of the enterprise or the transfer of practically
the entire enterprise of the Company to a third party, (b) the
entering into or the termination of a lasting co-operation of the
Company or a subsidiary with another legal entity or company
or as fully liable partner in a limited partnership or general
partnership, if such co-operation or termination is of fundamental
importance to the Company and (c) acquiring or disposing of
a participation in the capital of a company by the Company
or a subsidiary amounting to at least one-third of the amount of
assets according to the Company's consolidated balance sheet
plus explanatory notes as laid down in the last adopted financial
statements of the Company.
Provision of information
The Executive Board and the Supervisory Board shall provide
the General Meeting of Shareholders with all requested
information, unless this would be contrary to an overriding
interest of the Company. If the Executive Board and the
Supervisory Board invoke an overriding interest, they shall
give reasons.
Executive Board
Composition and role of the Executive Board
Executive Board members are appointed by the General
Meeting of Shareholders from a non-binding nomination
drawn up by the Supervisory Board.
The Executive Board currently consists of two members,
Chairman/CEO Jean Francois (J.F.M.L.) van Boxmeer and CFO
René (D.R.) Flooft Graafland.
The current Executive Board members have been appointed
for an indefinite term. Best practice provision 11.1.1 of the
Dutch Corporate Governance Code of 10 December 2008
recommends that an Executive Board member is appointed for
a period of four years and that a member may be reappointed
for a term of not more than four years at a time.