Corporate Governance Statement (continued)
Conflict of Interest
Report of the
Report of the
Annual Report 2016
Dealing with (apparent) conflicts of interest between the Company and members of its Executive Board is governed by the Articles of Association
of the Company (the 'Articles of Association') and the Code. A member of the Executive Board shall not take part in any discussion or decision
making that involves a subject or transaction in relation to which he has a personal conflict of interest with the Company. Decisions to enter into
transactions under which members have conflicts of interest that are of material significance to the Company and/or the relevant member(s) of the
Executive Board require the approval of the Supervisory Board. Any such decisions shall be published in the annual report for the relevant year, along
with a reference to the conflict of interest and a declaration that the relevant best practice provisions of the Code have been complied with. In 2016,
no transactions were reported under which a member of the Executive Board had a conflict of interest that was of material significance.
In line with the remuneration policy adopted by the AGM, the remuneration of the members of the Executive Board is determined by the
Supervisory Board, upon recommendation of the Remuneration Committee. The remuneration policy and the elements of the remuneration
of the Executive Board members are set out in the Remuneration Report and notes 27 and 33 to the Financial Statements. The main elements
of the employment agreement with Mr. Van Boxmeer and the service agreement with Mrs. Debroux are available on our corporate website.
The role of the Supervisory Board is to supervise the management of the Executive Board and the general affairs of the Company and its affiliated
enterprises, as well as to assist the Executive Board by providing advice. In discharging its role, the Supervisory Board shall be guided by the interests
of the Company and its affiliated enterprises and shall take into account the relevant interest of the Company's stakeholders.
The supervision of the Executive Board by the Supervisory Board includes the achievement of the Company's objectives, the corporate strategy
and the risks inherent in the business activities, the design and effectiveness of the internal risk and control system, the financial reporting process,
compliance with primary and secondary legislation, the Company-shareholder relationship and corporate social responsibility issues that are
relevant to the Company. The Supervisory Board evaluates at least once a year the corporate strategy and main risks to the business, and the
result of the assessment by the Executive Board of the design and effectiveness of the internal risk management and control system, as well
as any significant changes thereto.
The division of duties within the Supervisory Board and the procedure of the Supervisory Board are laid down in the Regulations for the Supervisory
Board, which are available on our corporate website.
The Supervisory Board members are appointed by the AGM from a non-binding nomination drawn up by the Supervisory Board. The AGM can
dismiss members of the Supervisory Board by a majority of the votes cast, if the subject majority at least represents one-third of the issued capital.