CORPORATE GOVERNANCE

 

Holland Colours promotes responsible behaviour in relation to society and the environment, while 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 term. 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. The whistle-blower policy as applicable for the company and its affiliated companies has been updated.

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 general terms, Holland Colours observes to the provisions of the Dutch Corporate Governance Code. For instance, with the expansion of the Supervisory Board to five members, a remuneration committee and an audit committee have been appointed. Information on the members of the Supervisory Council as well as the full version of the Corporate Governance rules of Holland Colours, together 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. These are:

Board of Management

The Dutch Corporate Governance Code states that the key elements in the contracts of statutory directors with 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 will be published in the annual report. The remuneration policy for the Statutory Board 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 72). 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. Effective the 2016/2017 financial year, the Supervisory Board appointed a remuneration and an audit committee. 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.

Company secretary

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 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.

Shareholder powers

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 to. All relevant information is of course immediately published on the company’s website. With regard to the Dutch Corporate Governance Code, it is noted that substantial changes to the policy in this respect will be submitted to the General Meeting of Shareholders.

The General Meeting of Shareholders of July 9, 2015 authorized the Board of Management to acquire shares of the company for a period of 18 months, i.e. up to January 9, 2017, 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 of 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 whistle-blowers’ regulation, 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).

quote pascalIf we need to arrange something special for the customer – direct shipment or anything else – we can do it. We can arrange everything; the sky is the limit.



Pascal Weulen Kranenbarg |Holland Colours Europe | Planning and logistics manager