Holland Colours promotes responsible behaviour in relation to society and the environment, while at the same time taking account of the interests of its various stakeholders: employees, shareholders, other capital providers, customers and suppliers. The Board of Management and Supervisory Board are ultimately accountable to give due consideration to the interests of all those involved, focusing on the continuity of the company and the creation of shareholder value, both now and in the longer run. The internal risk management and control systems play an important role in this. For a description of these systems, please refer to the section on Risk Management.
Holland Colours is committed to doing business fairly and ethically, complies with the law and ensures that every employee and business partner is treated with respect. Therefore, Holland Colours has drafted a Code of Conduct that includes key rules for ethical behaviour, including strict compliance with legislation. The Code furthermore focuses on guidelines that regulate unfair competition and compliance with anti-corruption legislation, honest and timely publication of information, dealing responsibly with suppliers, responsible conduct at work and corporate social responsibility. The Code also states the conditions for a safe and healthy work environment, and honest business dealings without bribery, corruption and fraud. Holland Colours has a global whistleblower policy in place.
The Supervisory Board and the Board of Management endorse the principles of Corporate Governance as established in the principles and best-practice provisions that currently apply to internationally operating listed Dutch companies (www.commissiecorporategovernance.nl). In 2016, the Monitoring Committee worked on an update to the Dutch Corporate Governance Code, which was published on December 8, 2016 and will be effective as of the financial year 2017/2018. Holland Colours will ensure its continued compliance with the Dutch Corporate Governance Code. In general terms, Holland Colours complies with the provisions of the Dutch Corporate Governance Code. For instance, a Remuneration Committee and an Audit Committee were appointed since the Supervisory Board consists of five members.
Information on the members of the Supervisory Council as well as the full version of the Corporate Governance rules of Holland Colours, along with explanatory notes, can be found on the Holland Colours website: (www.hollandcolours.com). Certain provisions in the Dutch Corporate Governance Code have not been adopted. The deviation from the Code relate to the subjects outlined below.
Board of Management
The Dutch Corporate Governance Code states that the key elements in the contracts of Managing directors of the company must be published on conclusion without delay. In deviation from this and in accordance with the historical policy of Holland Colours, information on a new director is published in the annual report. The remuneration policy for the Board of Management for the reporting year was formulated by the Supervisory Board as a whole and is further described in Note 26 to the financial statements (page 71). Holland Colours does not offer remuneration in the form of options. The provisions governing options therefore do not apply.
Supervisory board members
As long as Holland Pigments BV holds an interest of at least one third of the company’s issued capital, it is entitled to appoint one Member of the Supervisory Board. The General Meeting of Shareholders may revoke the binding nature of this right of appointment with a majority of at least two thirds of the votes casted, which votes must represent more than half of the issued capital. In the financial year 2016/17 the Supervisory Board appointed a remuneration committee and an audit committee. In deviation of Article III.5.6., the chairman of the Supervisory Board is also chairman of the audit committee, because of his expertise. The duties of the selection and appointment committee are exercised by the full Supervisory Board. The remuneration of the members of the Supervisory Board is determined by the General Meeting of Shareholders.
The size of Holland Colours is not such as to justify allocation of duties and appointment of a Company Secretary as formulated in the Code.
Conflicts of interest
These provisions are observed to and implemented in spirit, given the special position of Holland Pigments BV as a holding company in which all employees of the worldwide Holland Colours Group participate. In line with the Dutch Corporate Governance Code, transactions between Holland Pigments and the company that are of material significance are subject to approval by the Supervisory Board.
For practical reasons and because of the costs involved, the provision stipulating the possibility for shareholders to simultaneously attend meetings with investors, analysts, presentations and press conferences is not observed. All relevant information is, of course, immediately published on the company’s website. Any substantial changes to the policy regarding the Dutch Corporate Governance Code are submitted to the General Meeting of Shareholders.
The General Meeting of Shareholders of July 7, 2016 authorized the Board of Management to acquire shares in the company for a period of 18 months, i.e., up to January 7, 2018, other than for no consideration and subject to the approval of the Supervisory Board. The acquisition price must be between the amount equal to the nominal value of the shares and the amount equal to 110% of the share price, whereby the share price will be: the highest average share price on each of the five trading days prior to the acquisition date in accordance with the Daily Official List of Euronext Amsterdam.
All documents related to the implementation of the Dutch Corporate Governance Code can be found under Corporate Governance on the website www.hollandcolours.com. Here you will find further information, including the profile, regulation and schedule of retirement by rotation for the Supervisory Board, regulations of the audit or remuneration committee, the Articles of Association of the Company, the whistleblower policy, the regulation on ownership and transactions in shares and other financial instruments and the minutes of the General Meeting of Shareholders.
Prevention of insider trading
In compliance with the Dutch Financial Supervision Act, Holland Colours has instituted a directive relating to investments in the company’s shares, share ownership and preventing the abuse of insider information. Moreover, the duty of disclosure and the relevant best-practice provisions of the Corporate Governance Code have been incorporated in this directive as far as applicable. This directive applies to the Supervisory Board, the Board of Management, Division Directors and local managers and a wide circle of employees, as well as to a number of advisers. The Central Officer maintains a register and supervises compliance with the directive and maintains contact with the Netherlands Authority for the Financial Markets (AFM).
THE MANAGEMENT AND SUPERVISION (PUBLIC AND PRIVATE COMPANIES) ACT
This Act includes a provision regarding a balanced composition of men and women in Boards of Management and Supervisory Boards. Holland Colours strongly values diversity and endeavors to reflect this in its Board composition. The Board of Management consists of a female and a male member, and thus fully complies with the Act’s provision that at least 30% of the positions should be held by women and at least 30% by men.
The company also aims to adhere to this provision with respect to the Supervisory Board. A first step to become compliant was taken by the appointment of Aukje Doornbos as a member of the Supervisory Board in 2015. When searching for a new member the provision will be taken into account, although any candidate must meet the requirements.
- Statuten Holland Colours NV (Dutch)
Corporate Governance Structuur Holland Colours (Dutch)
Code of Conduct (English)
Whistle Blowing (English)
Holland Colours Regulations on the holding of and effecting transactions in Shares and certain other Financial Instruments (English)
Holland Colours Reglement inzake bezit van en transacties in Aandelen en bepaalde overige Financiele Instrumenten (Dutch)
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Pascal Weulen Kranenbarg |Holland Colours Europe | Planning and Logistics Manager