The Supervisory Board is pleased to report on its activities in 2006 including its supervision of the policies pursued by the Board of Management and the general state of affairs within Vedior.
In the year under review, the Supervisory Board performed its duties in close cooperation with the Board of Management, with which it meets frequently both formally and informally. In 2006, the Supervisory Board held twelve formal meetings, eleven of which were held with the Board of Management. Four meetings were held by conference call. Mrs Hodson and Mr Giscard d’Estaing were unable to attend one meeting each. With this exception, the full Supervisory Board participated in all other meetings held in 2006. By way of frequent informal consultation in between the regular meetings with the Board of Management, the Supervisory Board, and particularly its Chairman, endeavours to remain well informed about the general state of affairs within the Company in order to offer the Board of Management prompt and constructive advice. The Chairman of the Supervisory Board and the Chief Executive meet every month.
The main topics discussed at the meetings in 2006, were:
- Financial results and performance: the 2005 annual results, the financial statements as at 31 December 2005, the 2005 annual report, the quarterly 2006 results and the 2007 budget. The discussion of the annual and quarterly results is based on a financial report presented by the Chief Financial Officer and the operational reports given by the Chief Executive and other members of the Board of Management. This gives the Supervisory Board an overview of the general state of affairs and the financial position of the Company as well as insight into the development of results and markets within specific geographic areas. It also allows the Supervisory Board to concentrate in greater detail on the Company’s development and measures taken in specific countries in response to changing economic or market conditions.
- Strategy: the progress on strategic objectives and business development, including organic initiatives, acquisitions and disposals as well as the Group’s financial performance and valuation compared to its peers.
- The allocation of restricted shares to the Board of Management under the Group share plans and the Company’s policy regarding transactions in Vedior shares and options.
- The preparation and evaluation of the Annual General Meeting of shareholders, held on 28 April 2006.
- Corporate governance, including the assessment of compliance with the Dutch corporate governance code.
- Risk management (further information can be found here).
- The US debt private placement.
- Renewal of the employee stock purchase plan in the United States and introduction of such plan in Canada.
- The issues reported and proposals presented by the Chairman of the Audit Committee following each regular Audit Committee meeting, such as in relation to internal risk management and control systems, the provision of financial information by the Company, compliance with any recommendations and observations from the external auditor, the policy on tax planning, the relation with the external auditor, the financing of the Company, any material litigation issues as well as the application of information and communication technology. In several cases, the external auditor also joined the meeting of the Supervisory Board when the Chairman of the Audit Committee reported on these issues.
- The issues reported and proposals presented by the Chairman of the Remuneration and Appointment Committee following each Committee meeting, including amongst others the proposals for nominations and reappointments as a member of the Supervisory Board and for (re)appointment as a member of the Board of Management, the remuneration and employment conditions of the members of the Board of Management, the annual remuneration report and the extension of the employment agreement of Mr Miles as Chief Executive Officer.
The Supervisory Board discussed the composition, performance and remuneration of the Board of Management and its individual members in their absence, as well as its own composition and functioning.
At the end of 2006, the Supervisory Board discussed with the Board of Management whether the Company should propose installing protection measures. Taking into account that over the past years the Company has abolished all measures which could be perceived as protection measures, and in light of developments in corporate governance and the introduction of new legislation in the Netherlands to implement the European Takeover Directive, both Boards feel that reintroducing such measures would be counter to the Company’s strategy of transparency and clarity towards its shareholders.
Composition of the Supervisory Board
The Annual General Meeting, held on 28 April 2006, approved the proposal of the Supervisory Board to appoint Mr H.M.E.V. Giscard d’Estaing as a member of the Supervisory Board to replace Ms Kaminsky who retired at the meeting and was not seeking reappointment. The meeting also approved the proposal of the Supervisory Board to appoint Mrs B.C. Hodson OBE as a member of the Supervisory Board.
Mr Giscard d’Estaing and Ms Hodson both received an extensive introduction programme including a one-day visit to several operating companies.
The retirement schedule of the members of the Supervisory Board is currently as follows:
| Mr Angenent |
Annual General Meeting 2007 |
| Mr Laan |
Annual General Meeting 2008 |
| Mr Sinninghe Damsté |
Annual General Meeting 2009 |
| Mr Giscard d’Estaing |
Annual General Meeting 2010 |
| Mrs Hodson |
Annual General Meeting 2010 |
At the upcoming Annual General Meeting on 27 April 2007, the Supervisory Board proposes to reappoint Mr Angenent for a two year term, taking into account a twelve year maximum term of service on the Supervisory Board. Important considerations for this proposal are his long and valuable contribution to the Supervisory Board and its Committees.
Proposals for (re)appointment to the Supervisory Board are considered on the basis of the profile as referred to on this page. Members of the Supervisory Board receive training for their function when and where appropriate.