Corporate Governance Statement continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
Americas Committee
The Americas Committee advises the Supervisory Board on the
overall strategic direction of the Americas Region and reviews and
evaluates the performance, the organisation and the management
in the Americas Region.
General Meeting of Shareholders
Annually, within six months after the end of the financial year, the AGM
shall be held, in which, inter alia, the following items shall be brought
forward: (i) the discussion of the Annual Report, (ii) the discussion and
adoption of the financial statements, (iii) discharge of the members of
the Executive Board for their management, (iv) discharge of the members
of the Supervisory Board for their supervision on the management and
(v) appropriation of profits. The AGM shall be held in Amsterdam.
Convocation
Pursuant to the law, the Executive Board or the Supervisory Board
shall convene the AGM with a convocation period of at least 42 days
(excluding the date of the meeting, but including the convocation date).
The Executive Board and the Supervisory Board are obliged to convene
an AGM upon reguest of shareholders individually or collectively owning
25 per cent of the shares. Such meeting shall then be held within eight
weeks from the reguest and shall deal with the subjects as stated by those
who wish to hold the meeting.
Right to include items on the agenda
If the Executive Board has been reguested in writing not later than
60 days prior to the date of the AGM to deal with an item by one or more
shareholders who solely or jointly (i) represent at least 1 per cent of the
issued capital or (ii) at least represent a value of EUR 50 million, then the
item will be included in the convocation or announced in a similar way.
A reguest of a shareholder for an item to be included on the agenda of
the AGM needs to be substantiated. The principles of reasonableness
and fairness may allow the Executive Board to refuse the reguest.
The Code provides the following in best practice provision IV.4.4: "A
shareholder shall exercise the right of putting an item on the agenda
only after he consulted the executive board about this. If one or more
shareholders intend to reguest that an item be put on the agenda that
may result in a change in the company's strategy, for example through
the dismissal of one or more Executive or Supervisory Board members,
the Executive Board shall be given the opportunity to stipulate a reasonable
period in which to respond (the response time).
This shall also apply to an intention as referred to above for judicial leave
to call a general meeting pursuant to Article 2:110 of the Dutch Civil Code.
The shareholder shall respect the response time stipulated by the Executive
Board within the meaning of best practice provision II.1.9."
If the Executive Board invokes a response time, such period shall not exceed
180 days from the moment the Executive Board is informed by one or more
shareholders of their intention to put an item on the agenda to the day of
the general meeting at which the item is to be dealt with. The Executive
Board shall use the response time for further deliberation and constructive
consultation. This shall be monitored by the Supervisory Board. The response
time shall be invoked only once for any given general meeting and shall
not apply to an item in respect of which the response time has been
previously invoked.
Record date
For each AGM, the Company shall determine a record date for the exercise
of the voting rights and participation in the meeting. The record date shall
be the 28th day prior to the date of the meeting. The record date shall be
included in the convocation notice, as well as the manner in which those
entitled to attend and/or vote in the meeting can be registered and the
manner in which they may exercise their rights.
Only persons who are shareholders on the record date may participate
and vote in the AGM.
Participation in person, by proxy or through
electronic communication
Each shareholder is entitled, either personally or by proxy authorised in
writing, to attend the AGM, to address the meeting and to exercise his
or her voting rights.
The Executive Board may determine that the powers set out in the previous
sentence may also be exercised by means of electronic communication.
If a shareholder wants to exercise his or her rights by proxy authorised in
writing, the written power of attorney must be received by the Company no
later than on the date indicated for that purpose in the convocation notice.
Through its corporate website, the Company generally facilitates that
shareholders can give electronic voting instructions.
41 Helneken N.V. Annual Report 2015