The governance structure of USG People is aimed at enabling the (local) business practices within our organisation to be as profitable as possible in the various countries and operating companies. The creation of the star brands Start People, Unique, Secretary Plus and USG Professionals provides a clear and individually focused positioning of each brand with corresponding growth and return targets. This results in an efficient and effective market approach and management of operations. The country management encourages effective cooperation between the operating companies to make the best possible use of synergies and the knowledge available in the countries, and to focus on the local market as a whole and business opportunities that stretch beyond the brand. The structure also promotes quick decision-making and a short time to market. There are short lines to the Executive Board and there is a large degree of independence for management in the countries and operating companies. That way our governance structure can contribute optimally to the execution of the strategy in the current market.
appointment and dismissal of members of the Executive Board
The members of the Executive Board are appointed by the Supervisory Board. The Supervisory Board informs the General Meeting of Shareholders of a proposed appointment. In principle the Supervisory Board appoints members of the Executive Board for a four-year term, unless there are compelling reasons for deviating from this. At the conclusion of the four-year term, the member of the Executive Board can be reappointed, in accordance with best practice provision II.1.1. of the Dutch Corporate Governance Code. In 2014 the current members of the Executive Board were each reappointed for a period of four years ending at the conclusion of the 2018 General Meeting of Shareholders.
The Supervisory Board may suspend or dismiss a member of the Executive Board at any time, provided that no member of the Executive Board is dismissed before the General Meeting of Shareholders has expressed its views on the dismissal.
duties of the Executive Board
The Executive Board manages the business on a day-to-day basis and is responsible for the strategy, for setting and realising targets and for achieving results. The Executive Board is also responsible for the quality and completeness of the financial reports published by the company, for risk management and control mechanisms, for compliance with legislation and regulations and for the financing of USG People.
The Executive Board is bound by the regulations of the Executive Board in addition to regulatory requirements and the relevant provisions of the Articles of Association. The regulations of the Executive Board clearly state the division of duties of the individual directors. For example, the regulations state that the CEO’s duties include being responsible for strategy, corporate sales & marketing, HR, innovation and Corporate Social Responsibility. The scope of the CFO’s duties includes responsibility for financial reporting, communication & investor relations, ICT, legal, tax and treasury.
Individual members of the Executive Board can specifically be responsible for certain management duties, without prejudice to the collective responsibility of the Executive Board as a whole. The Executive Board remains collectively responsible for decisions, even if these have been drafted by individual members of the Executive Board. The Executive Board is collectively authorised to represent the company both in judicial and other matters. The power of representation is jointly granted to two members of the Executive Board. This also applies for other directors, barring any legal and/or statutory reserves provided for by the Articles of Association. This is stipulated in the corporate authority matrix.
composition of Executive Board
The Executive Board consists of two people, namely Rob Zandbergen (CEO) and Leen Geirnaerdt (CFO). That means that the percentage of women on the Executive Board was 50% in 2015. That means that the Executive Board of USG People meets the 30% requirement stipulated in the Dutch Act on Management and Supervision.
In line with the remuneration policy that was adopted by the General Meeting of Shareholders in May 2015, the remuneration of the members of the Executive Board is determined by the Supervisory Board on the advice of the remuneration and appointments committee. The composition and amount of the remuneration, as well as an account of the remuneration policy, is included in the remuneration report. The main elements of the contracts with the Executive Board members are included in the section ‘principle features of the remuneration report’.