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Corporate Governance

CORPORATE GOVERNANCE

Holland Colours is a limited liability company with common shares publicly listed on the Euronext Amsterdam stock exchange.

The company’s management structure complies with Dutch law and has a two-tier structure consisting of a Board of Management and a Supervisory Board.

Holland Colours promotes responsible behavior towards society and the environment, while at the same time taking into account the interests of its various stakeholders: employees, shareholders, other capital providers, customers, suppliers and society.

The Board of Management and Supervisory Board are ultimately accountable for giving due consideration to the interests of all parties involved, focusing on the continuity of the company and long-term value creation for stakeholders, and are held accountable for the performance of their duties by the Annual General Meeting of Shareholders (AGM). The risk management strategy and the internal control framework play an important role in this process.

Corporate Governance Framework

Holland Colours is incorporated and based in the Netherlands. Our governance structure is based on the requirements under Dutch legislation and the company’s Articles of Association, complemented by internal policies and procedures. Given the worldwide exposure of our business, we conduct our operations in accordance with internationally accepted principles of good governance.

Good corporate governance, long-term value creation and engagement are key components of the Holland Colours culture and way of doing business. They are embedded in our core values. Holland Colours endorses the principles of the Dutch Corporate Governance Code (the ‘Code’). The latest version of the Code can be found on the website of the Corporate Governance Code Monitoring Committee at www.mccg.nl.

The Code is reflected in the regulations of the Board of Management and the Supervisory Board. In addition, Holland Colours has a Diversity Policy and a Policy on Bilateral Contacts with shareholders.

The statutory responsibility resides with the Board of Management. This consists of the CEO, CFO and CTO. Currently, the CFO position is vacant, and temporarily filled by a non-statutory interim CFO. The Board convenes every two weeks with a formal agenda and a list of action items and decisions to be made. The Board of Management holds regular meetings with the divisional management teams for monthly business reviews and quarterly updates on major projects. Large product, technology, innovation and capex projects need specific approval by the Board of Management. Budgets are approved as part of the annual budget review.

The Board of Management is held accountable by the Supervisory Board for defining and implementing the company’s strategy as well as its day-to-day operational management. The members of the Board of Management attend the periodic meetings of the Supervisory Board as well as incidental update calls. The CEO is the main contact for the Supervisory Board.

ANNUAL GENERAL MEETING OF SHAREHOLDERS (AGM)

The AGM is an integral part of the company’s governance and its system of checks and balances. The AGM reviews the Annual Report and decides on the adoption of the financial statements, the dividend proposal, the discharge of the duties performed by the members of the Supervisory Board and the Board of Management, and the adoption of the remuneration policy of the Board of Management and the Supervisory Board.

The AGM is convened by public notice. The agenda, the notes to the agenda and the procedure to attend and vote at the meeting are published in advance and posted on the corporate website. Matters proposed for consideration, approval or adoption are dealt with as separate agenda items and explained in writing in advance of the meeting.

These proposals include, where applicable:

Adoption of the financial statements;
Dividend proposal;
Discharge of their liability for the duties performed by the members of the Supervisory Board and the Board of Management;
Appointment and reappointment of members of the Board of Management and the Supervisory Board;
Remuneration policy of the Board of Management and the Supervisory Board;
Appointment of the auditor;
Other important matters, such as major acquisitions or the sale or demerger of a substantial part of the company, as required by law or under the Articles of Association;
Authorization of the Board of Management to issue new shares;
Amendments to the Articles of

The company provides options to its shareholders for voting by proxy. Holding shares in the company on the registration date determines the right to exercise voting rights and other rights relating to the AGM. All resolutions are adopted according to the ‘one share, one vote’ principle and by an absolute majority of votes, unless the law or the company’s Articles of Association stipulate otherwise.

Holders of common shares that in total represent at least 1% of the total issued capital may submit proposals for the AGM agenda. Such proposals must be adequately substantiated and must be submitted in writing, or electronically, to the company at least 60 calendar days in advance of the meeting. The draft minutes of the AGM (in Dutch) are made available on the company’s corporate website within three months of the meeting date. The final minutes (in Dutch) are available on the corporate website within six months after the meeting date.

DIVERSITY POLICY

Together with HR, the Board of Management strives for diversity, while selecting the right candidates, with the right competences. In a historically male-dominated industry, we strive to attract talented women to our workforce.

Holland Colours values diversity highly. Diversity is crucial to create a fair and inclusive society. It promotes equal opportunities and helps break down barriers of prejudice and unconscious bias. Diversity in the workplace increases creativity, innovation and productivity, and it contributes to well-informed decision-making. Holland Colours wants to be an inclusive organization.

We provide an environment in which all employees have equal opportunities to develop and contribute to the realization of our strategy, regardless of their age, background, gender, nationality, ethnicity or religion. Diverse and inclusive teams make our organization more creative and innovative.

Tone at the top

We are convinced that diversity strengthens the competences within the organization. Top and senior management set the example and diversity begins here. By having a balanced ratio of men and women in the Supervisory Board, the Board of Management and divisional management, we emphasize the importance of gender diversity within Holland Colours.

Two of the four members of the Supervisory Board are female and two of the four members are men.

Regarding the vacancy for the CFO position in the Board of Management, we are striving to fill it with the best candidate, preferably a woman. Further information about the composition of the Board of Management and the Supervisory Board can be found in the reports of the Board of Management and the Supervisory Board in the annual report 2022/2023 and on our website.

Safe environment

We aim to provide a safe environment within Holland Colours. In such an environment, our employees feel safe enough to give feedback about each other’s behaviors and work, and openly discuss their own and others’ mistakes. A safe environment is essential to creating a diverse culture in which age, background, gender, nationality, ethnicity and religion don’t matter. In our annual employee survey, we measure the psychological safety environment.

Terms of employment

If we look at our terms of employment policy and the various schemes we have, we pursue this diversity. Within Holland Colours, we apply an equal pay policy, and we do not distinguish between men and women when considering scaling, remuneration, education, knowledge, experience and results. We regularly benchmark our salaries against an external database of a renowned international specialist consultant. We also have various schemes that make it possible to give women and men a good work-life balance.

Recruitment

Objective selection is an important criterion within our recruitment process. We therefore ensure that our job advertisements reflect the diversity at Holland Colours. A second way we pursue objective selection is by establishing clear tasks and competences in the job description. Third, we follow the STAR methodology (Situation, Task, Action, Result) during interviews.

Developments in 2022/2023

We extended our diversity policy in 2022/2023. In line with SER guidelines (Sociaal Economische Raad – the Dutch Social and Economic Council), we developed and agreed gender diversity targets. Currently, women make up 25% of top and senior management in the company. The aim is to ensure that at least 35% of our top and senior management is female or male. Expressed in numbers, this means that divisional management teams should also consist of at least one man or one woman, and that at least one third of the Board of Management is male or female. We have developed an action plan to achieve these goals.

COMMITTEES

There are two committees of the Supervisory Board: the Audit Committee and the Remuneration Committee.

Audit Committee

The Audit Committee assists and advises the Supervisory Board in its responsibility of supervising the integrity and quality of Holland Colours’ financial reporting and the effectiveness of its internal risk management and control systems.

The Audit Committee consists of Gert-Hein de Heer (chair) and Jorrit Klaus, who both qualify as financial and risk experts.

Remuneration Committee

The Remuneration Committee (‘RemCo’) assists and advises the Supervisory Board on matters relating to the selection and appointment of the members of the Board of Management and Supervisory Board. The RemCo also monitors and evaluates the remuneration policy for the Board of Management.

The RemCo consists of Aukje Doornbos (chair) and Jeanine van der Vlist.

ANTI-TAKEOVER PROVISIONS AND CONTROL

The company has no specific anti-takeover provisions in place. The fact that the company has a majority shareholder, Holland Pigments BV, in which the collective employees have a shareholding of approximately 22.5%, guarantees that the voice of the employees is heard.

BILATERAL CONTACTS

The company fully endorses the importance of a transparent and balanced provision of information to its shareholders and other parties. In accordance with principle 4.2 of the Code, the company makes every effort to provide such parties with information that is relevant to shareholders, doing so equally and simultaneously, with due consideration of the exceptions provided for under applicable law. All this is set out in Holland Colours’ policy on bilateral contacts with shareholders. The full text of the policy is available on the company website.

CODE OF CONDUCT

The Holland Colours Code of Conduct reflects our core principles on doing business in a fair and ethical way, complying with local rules and regulations, and treating our employees and business partners with respect. It provides guidelines for preventing unfair competition and corruption or bribery and states the conditions for a safe and healthy work environment. To emphasize the importance of this, Holland Colours has drawn up an Anti-Bribery and Anti-Corruption policy for all Holland Colours entities and employees.

Holland Colours has also set up a Compliance Policy, a Compliance governance organization (including an integrity committee) and a Compliance Road Map 2023/2024 to emphasize the importance of integrity to employees. This structure will help them to take moral considerations into account around themes involving risk-sensitive integrity issues. Typical themes include fraud, bribery and corruption, psychological and physical safety, and cybersecurity.

In addition, Holland Colours will introduce employee training with respect to ethical behavior and set up a due diligence process for all subsidiaries to screen for compliance issues, including anti-bribery and anti-corruption policies. Holland Colours has a global whistleblower policy, while adherence to the company core values is part of the annual employee performance review cycle.

Through our HP Officials – as appointed by Holland Pigments BV – and other channels, we maintain our unique employee participation model and culture.

Corporate Governance Code

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.

The full version of the Corporate Governance rules of Holland Colours, along with explanatory notes, is available on www.hollandcolours.com. The deviations from the Code relate to the subjects outlined below.

INTERNAL AUDIT FUNCTION

The internal audit function assesses the design and operation of the internal controls and the risk management system. Due to the size of the company this function is fulfilled, in deviation from Article 1.3, by the Group Controller. The Supervisory Board evaluates annually if it is necessary to establish an internal audit department and includes the conclusions in the report of the Supervisory Board.

COMPANY SECRETARY

Holland Colours does not have an official Company Secretary. This position is fulfilled under the supervision of the legal and governance function at the head office level, in line with the lean and effective organizational structure.

CONFLICTS OF INTEREST

As Holland Pigments BV is a majority shareholder in Holland Colours, with all employees of Holland Colours having shares in Holland Pigments, any transactions between Holland Pigments and the company that are of material significance are subject to approval by the Supervisory Board.

Under the code, all transactions between the company and Holland Pigments BV must be agreed upon under conditions customary in the sector. This principle is supported by Holland Colours. However, given the special position of Holland Pigments BV as an investment company in which all employees of the Holland Colours participate worldwide, it is sometimes difficult to determine what is customary in the industry. In line with the Best Practice in the Code, transactions which are of material significance require the approval of the Supervisory Board.

SHAREHOLDER POWERS

For practical reasons and because of the costs involved, the provision stipulating the option for shareholders to follow meetings with investors and analysts and presentations and press conferences in real time is not observed. All relevant information is immediately published on the company’s website. There have been no substantial changes to the corporate governance structure. The alignment with the Code is published on the company website. Any future substantial changes will be submitted to the AGM.

The AGM held on July 13, 2023, authorized the Board of Management to acquire shares in Holland Colours for a period of 18 months, up to January 13, 2025, 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 in the Investor Relations section in the paragraph on Corporate Governance on our website. This includes the profile, regulation and schedule of retirement by rotation for the Supervisory Board, regulations of the Audit Committee and the Remuneration Committee, the Diversity Policy and the Policy on Bilateral Contacts with shareholders, the Remuneration Policy of the Board of Management, the Remuneration Policy of the Supervisory Board, the company’s Articles of Association, the Whistleblower Policy, Holland Colours’ Insider Dealing Policy and the minutes of the Annual General Meetings of Shareholders.

Prevention of Insider Trading

In compliance with the Dutch Financial Supervision Act, Holland Colours has adopted internal regulations regarding 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 into these internal regulations where applicable.

These internal regulations apply to the Supervisory Board, the Board of Management and local managers and a circle of employees, as well as to a number of advisors.

The Compliance Officer maintains a register, supervises compliance with the internal regulations and liaises with the Netherlands Authority for the Financial Markets (AFM).