appointment and resignation of members of the Supervisory Board
The members of the Supervisory Board are appointed by the General Meeting of Shareholders on the recommendation of the Supervisory Board. The Central Works Council is given the opportunity in advance to take a position on the appointment of Supervisory Board members. The General Meeting of Shareholders and the Central Works Council can recommend people for nomination as a Supervisory Board member. Supervisory Board members are appointed for a maximum of three four-year terms. Members of the Supervisory Board retire by rotation according to the retirement rota. The deadline for Supervisory Board members to step down is the day of the first General Meeting of Shareholders after expiration of the four-year term since their last appointment.
The Supervisory Board supervises the policy of the Executive Board and the general developments at the company and its associated business. The Supervisory Board also advises, on request and on its own initiative, on strategic matters and the realisation of corporate objectives. In the performance of its supervisory duties the Supervisory Board also considers the social aspects of business practices relevant to USG People and the interests of all stakeholders.
The Supervisory Board acts as the employer of the members of the Executive Board. As such it appoints, suspends and dismisses the members of the Executive Board after informing the General Meeting of Shareholders and drafts the remuneration policy with respect to the members of the Executive Board.
The Supervisory Board must approve decisions pertaining to the following matters:
- the operational and financial targets of USG People;
- the strategy aimed at realising the corporate objectives;
- the parameters applying to the strategy, for example with respect to the financial ratios;
- the aspects of corporate social responsibility relevant to the company;
- all transactions between USG People and natural persons or legal entities in possession of at least 10% of the shares in USG People which are of material importance to USG People;
- all transactions for which a conflict of interest may exist for the members of the Executive Board and which are of material importance to USG People and/or the members of the Executive Board involved;
- all transactions for which a conflict of interest may exist for the members of the Supervisory Board and which are of material importance to USG People and/or the members of the Supervisory Board involved;
- the appointment and dismissal of the secretary of USG People;
- the allocation of tasks of the Executive Board to individual members of the Executive Board;
- any other acts that require approval by law or as stipulated in the Articles of Association, the Regulations of the Executive Board, the Regulations of the Supervisory Board , the Dutch Corporate Governance Code or any other applicable rules and regulations.
In addition to existing legal and statutory requirements and provisions, the Supervisory Board has set its own rules to govern its own performance and that of its committees, with which they must also comply.
composition of Supervisory Board
In 2015 the Supervisory Board consisted of five people: Cees Veerman (chairman), Rinse de Jong, Willemijn Maas, Alex Mulder and Johnny Thijs. The percentage of women on the Supervisory Board was 20% at the end of 2015. That means that the Supervisory Board of USG People does not meet the 30% requirement stipulated in the Dutch Act on Management and Supervision. USG People aims to achieve a wide and diverse composition of staff within all levels of the company and will take the requirements into consideration as much as possible in future appointments. The Supervisory Board aims to achieve a well-balanced composition as stated under the diversity objectives in the Supervisory Board profile.
The Supervisory Board has two internal committees: the audit committee and the remuneration and appointments committee. Each committee has its own internal regulations which define the duties, responsibilities and procedures. The regulations, as well as the regulations of the Supervisory Board, can be perused via USG People’s website. The documents and minutes of the committee meetings are shared with every member of the Supervisory Board.
For the composition of these internal committees as well as a detailed account of their activities please refer to the committees’ reports in the report of the Supervisory Board.
The tasks of the audit committee include advising the Supervisory Board with respect to the internal risk management and control systems. This includes compliance with the relevant laws and regulations and monitoring the functioning of codes of conduct. The committee’s tasks also include policy for and monitoring of the execution of fiscal planning, financing, the control and assessment of the financial and non-financial reporting process and the application of information and communication technology. The chairman of the committee reports the main findings to the Supervisory Board.
remuneration and appointments committee
The main tasks of the remuneration and appointments committee include establishing the profile and size of the Executive Board, submitting proposals to the Supervisory Board with regard to the appointment of members of the Executive Board, determining the remuneration policy and the remuneration of the individual members of the Executive Board. The committee also assesses the performance of the individual members of the Supervisory Board and makes proposals with regard to the size and composition of the Supervisory Board. The committee is also responsible for determining the desired profile for the members of the Supervisory Board. The chairman of the committee reports on the main findings to the Supervisory Board.
The members of the Supervisory Board receive a fixed annual salary which is determined by the General Meeting of Shareholders. Further information on the composition and amount of the remuneration is included in the section ‘principal features of the remuneration report’.
Best practice provision III.2.1 of the Corporate Governance Code was complied with. Alex Mulder operated as CEO of USG People until 9 May 2006. He still currently holds more than 10% of the company’s shares. Therefore he may not be considered independent under best practice provision III.2.1 of the Code.
The Supervisory Board has created a profile of its own organisation, taking into consideration such aspects as nationality, age, gender, experience, expertise and social diversity.
It is the objective of the Supervisory Board to include at least one member at all times:
- who does not hold Dutch nationality;
- who has experience in the political, administrative, social, ethical or academic sector;
- who has financial expertise;
- who possesses specific experience relating to the operations of USG People and knowledge about the labour market.
Another objective is to achieve a balanced composition of the Supervisory Board with at least 30% of the members being female and at least 30% being male.
The aim of appointments is to ensure the best possible balance and diversity in the composition of the board.
The independence of the external auditor is intrinsically valuable. To ensure its independence USG People has drafted the policy included in the annex to the Supervisory Board regulation entitled ‘Policy governing the independence of the external auditor’. The policy covers the rotation of the external auditor, as well as the basic principles of independence.
The General Meeting of Shareholders held in May 2013 appointed PricewaterhouseCoopers Accountants N.V. for a period of three years, i.e. to audit the annual accounts for the 2013, 2014 and 2015 financial years. The auditor’s report is included elsewhere in the annual report.