Dutch Corporate Governance Code

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 endorse 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.

The Supervisory Board and the Management Board evaluate the company’s corporate governance structure on an annual basis. The Supervisory Board and the Management Board have determined that the company fully endorses virtually all the principles and best practices of the Dutch  Corporate Governance Code (the ‘Code’), and applies them when appropriate.

The Code is not fully applied in an extremely limited number of instances. These are as follows:

  • Ordina seeks to create diversity within its Supervisory Board with respect to the age, gender, expertise, social experience and background of its supervisory directors. Making allowance for the limited size of the Supervisory Board, which has five members, it would be unrealistic, however, to use minimum thresholds for the different aspects of diversity. When filling vacancies, the Supervisory Board will make every effort to meet the legal targets in terms of gender (best practice III.3.1).
  • 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 (best practice IV.3.1).

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. with respect to all principles and best practices of the Code (the comply-or-explain statement). Based on the assessment of the Code, the company has also updated the profile and the rules of procedure of the Supervisory Board. The profile and the rules of procedures have also been posted on the corporate website.