Corporate Governance structure

Corporate Governance structure

Code
The Executive Board and the Supervisory Board of TenCate endorse the main corporate governance principles as set out in the principles and best practice provisions of the Corporate Governance Code amended by the Monitoring Committee in December 2008. 

No detailed adjustments to the Corporate Governance Policy were made in 2010 in response to the new code. TenCate already largely complied with the Code or intends to comply with the amended principles of the Code. As was the case with the previous Code, for the amended version there will be a number of exceptions applicable within TenCate, relating mainly to the nature and size of the company. These do not affect the basic principles of good corporate management and integrity. The Executive Board’s statement on the internal risk and control systems can be found in the annual report. 

Structure
The corporate governance structure is based on the voluntary application of the two-tier board structure. The main elements of this are:

  • The financial statements are adopted by the general meeting of shareholders 
  • Supervisory directors are appointed by the general meeting of shareholders on the basis of nominations by the Supervisory Board. The profile of the members of the Supervisory Board is first discussed at the general meeting of shareholders at the time of adoption and on each subsequent modification 
  • The general meeting of shareholders and the works council can recommend persons to the Supervisory Board for nomination as supervisory directors 
  • In the case of one-third of the members of the Supervisory Board, the Supervisory Board will in principle place in nomination the name of a person recommended by the works council (works council’s reinforced right of recommendation)
  • In the event of an outright majority of the votes, the general meeting of shareholders representing at least one-third of the issued share capital may reject the nomination by the Supervisory Board 
  • The members of the Executive Board are appointed by the general meeting of shareholders on the basis of a binding nomination by the Supervisory Board
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