Dutch Corporate Governance Code
The Supervisory Board and the Management Board bear joint responsibility for the corporate governance structure of Ordina N.V. This structure is evaluated annually. The Supervisory Board and the Management Board subscribe to the principle that corporate governance is a matter of customisation and that variances from, or qualifications of, specific provisions by an organisation may be justified.
This year, the Supervisory Board and the Management Board evaluated the company’s corporate governance structure in light of the amended Dutch Corporate Governance Code (“the Code”), which has been in effect since the financial year 2009. In doing so, the Supervisory Board and the Management Board established that the company fully subscribes to nearly all principles and best practices of the Code, and applies them when appropriate.
The Code is not fully applied in an extremely limited number of instances. These are as follows:
- Members of the Management Board who were appointed before 1 January 2010 have a contract of indefinite duration. No fixed severance payment has been agreed with them. New members are appointed for a four-year term. Their severance payment is fixed (best practices II.1.1 and II.2.8).
- Ordina seeks to create diversity within its Supervisory Board where the age, gender, expertise, social experience and background of its supervisory directors are concerned. Making allowance for the limited size of the Supervisory Board, it would be unrealistic, however, to use thresholds for the different aspects of diversity (best practice III.3.1).
- A supervisory director can serve no more than two four-year terms on the Supervisory Board of Ordina N.V. rather than three four-year terms as stipulated in the Code (best practice III.3.5).
- Individual presentations to investors are not broadcast live via webcasting. Any presentations given during such meetings that are not yet available online will be posted on the corporate website after the presentation.
In addition, some principles and best practices are not applicable, due in part to the company’s statutory structure. Any instances of non-compliance are explained.
Ordina has formulated a corporate governance statement addressing how it approaches the issues described in the Code. This statement has been posted on the website. The website also offers a comprehensive list of the opinions held by Ordina N.V. in relation to all principles and best practices of the Code (the comply-or-explain statement). Based on the assessment of the Code, the profile and rules of procedure of the Supervisory Board have been updated as well. The profile and the rules of procedures have also been posted on the corporate website.
The issue of corporate governance and Ordina’s response to the updated Dutch Corporate Governance Code were topics of discussion at the Annual General Meeting of Shareholders of 2010.