Remuneration Committee
The Remuneration Committee has duties and powers in the area of selection, appointment and remuneration.
Duties and powers of selection and appointment
- Drawing up selection criteria and appointment procedures with regard to the members of the Supervisory Board and the Management Board
- Periodically reviewing the size and composition of the Supervisory Board and the Management Board
- Making proposals in relation to the Supervisory Board profile
- Periodically reviewing the performance of the individual members of the Supervisory Board and the Management Board and reporting on it to the Supervisory Board and the individual board members
- Making proposals for appointments and reappointments
Duties and powers of remuneration
- Making proposals to the Supervisory Board regarding the remuneration policy for members of the Management Board
- Submitting this policy, along with any material alteration to it, to the General Shareholders’ Meeting
- Making proposals regarding the remuneration of the individual members of the Management Board
- Drawing up the Remuneration Report
Composition
The Remuneration Committee consists of three members, who must all be members of the Supervisory Board. All members of Remuneration Committee shall be independent within the meaning of the By-Laws of the Supervisory Board, with the exception of no more than one member. No more than one member of the Remuneration Committee shall be a member of the management board of another Dutch listed company.
Chairmanship
The chairmanship of the Remuneration Committee is not fulfilled by the chairman of the Supervisory Board, nor by a former member of the Management Board, nor by a member of the Supervisory Board that is director of an other listed company.
Members
The members of the Remuneration Committee are:
- T. de Waard (chairperson)
- L.M.T. Boeren
- Ø. Løseth
Terms of Reference
More information on the Terms of Reference of the Remuneration Committee, meetings and reporting to the Supervisory Board can be found here.