Corporate Governance Statement (continued)
Appointment and dismissal of Supervisory and Executive Board members
Amendment of the Articles of Association
Acquisition of own shares
Issue of shares
Compliance with the Code
Report of the
Report of the
Annual Report 2016
Members of the Supervisory Board and the Executive Board are appointed by the AGM on the basis of a non-binding nomination by the
The AGM can dismiss members of the Supervisory Board and the Executive Board by a majority of the votes cast, if the subject majority at least
represents one-third of the issued capital.
The Articles of Association can be amended by resolution of the AGM in which at least half of the issued capital is represented and exclusively either
at the proposal of the Supervisory Board or at the proposal of the Executive Board that has been approved by the Supervisory Board, or at the
proposal of one or more shareholders representing at least half of the issued capital.
On 21 April 2016, the AGM authorised the Executive Board (for the statutory maximum period of 18 months) to acquire own shares subject to the
following conditions and with due observance of the law and the Articles of Association (which require the approval of the Supervisory Board):
- The maximum number of shares which may be acquired is 10% of the issued share capital of the Company.
- Transactions must be executed at a price between the nominal value of the shares and 110% of the opening price quoted for the shares in the
Official Price List (Officiële Prijscourant) of Euronext Amsterdam on the date of the transaction or, in the absence of such a price, the latest price
- Transactions may be executed on the stock exchange or otherwise.
The authorisation may be used in connection with the variable awards for the members of the Executive Board and the LTV for senior
management, but may also serve other purposes, such as other acquisitions. A new authorisation will be submitted for approval at the next AGM
on 20 April 2017.
On 21 April 2016, the AGM also authorised the Executive Board (for a period of 18 months) to issue shares or grant rights to subscribe for shares and
to restrict or exclude shareholders' pre-emption rights, with due observance of the law and Articles of Association (which require the approval of the
Supervisory Board). The authorisation is limited to 10% of the Company's issued share capital, as per the date of issue. The authorisation may be
used in connection with the LTV for the members of the Executive Board and the LTV for senior management, but may also serve other purposes,
such as acquisitions. A new authorisation will be submitted for approval to the AGM at 20 April 2017.
On 10 December 2008, the current Code was introduced. The Code can be downloaded at www.commissiecorporategovernance.nl.
As stated in the Code (principle 'Compliance with and enforcement of the Code', paragraph I), there should be a basic recognition that corporate
governance must be tailored to the company-specific situation and therefore that non-application of individual provisions by a company may