Full RSDB annual report for 2008 - Roto Smeets Group

Corporate Governance
III. Supervisory Board
III.1. RESPONSIBILITIES AND PROCEDURES
The Supervisory Board of RSDB fully endorses the
principle of the responsibilities and procedures of the
Supervisory Board as stated in the Corporate Governance
Code and implemented the best practice provisions
within the company some time ago. The regulations
containing principles and best practices for the Supervisory
Board can be found on the company website.
III.2. INDEPENDENCE
The composition of the Supervisory Board is such that
the members are able to act critically and independently
of one another and of the Management Board and any
particular interest.
III.3. EXPERTISE AND COMPOSITION
Based on a profile, the members of the Supervisory
Board have been selected for their specifi c expertise
required for the fulfilment of their duties within the
Board. Each member of the Supervisory Board is capable
to assess the broad outline of the overall policy. The
profile can be found on the website of the company.
III.4. ROLE OF THE CHAIRMAN OF THE SUPERVISORY
BOARD AND THE COMPANY SECRETARY
The Chairman of the Supervisory Board shall ensure
the proper functioning of the Supervisory Board and its
committees, and shall act on behalf of the Supervisory
Board as the main contact for the Management Board
and for shareholders regarding the functioning of
members of the Executive and Supervisory Board
members. The best practices described are observed.
In view of the size of the management structure of RSDB
it was decided to transfer support tasks for the Supervisory
Board to the Secretary of the Management Board.
The supervision on the correct following of procedures
and the acting in accordance with the statutory obligations
and obligations under the Articles of Association will
be carried out by the company’s Head of Legal Affairs.
III.5. COMPOSITION AND ROLE OF THREE KEY COMMIT‐
TEES OF THE SUPERVISORY BOARD
As long as the Supervisory Board of RSDB consists of
four members, the Code does not require the company
to appoint separate committees within its Board. All
members therefore have seats on the three key committees,
as a result of which the applicable best practice
provisions therefore relate to the whole Supervisory
Board. The regulations of the key committees form an
integrated part of the regulations regarding principles
and best practices of the Supervisory Board. These
regulations can be found on the website of the company.
In view of the amount of work and the retirement schedule,
the Supervisory Board believes it to be desirable to
return to the original number of five members. A profile
is placed on the website of the company. As soon as the
Board consists of five members, three separate committees
will be appointed.
III.6. CONFLICTS OF INTEREST
Within RSDB there are no conflicts of interest between
the company and members of the Supervisory Board.
Should these occur in the future, than the best practice
provisions with regard to this principle will be observed.
In 2008, ING Corporate Finance acted as adviser in the
negotiations with HHBV.
ING Corporate Finance through its subsidiary Parcom
Ventures holds 12.1 % of the share capital of RSDB NV.
In entering into this agreement with ING Corporate
Finance, best practice provision III.6.4 of the code was
observed.
III.7. REMUNERATION
The remuneration of the members of the Supervisory
Board of RSDB is not dependent on the results of the
company. The remuneration policy of the members of
the Supervisory Board was submitted to and adopted by
the General Meeting of Shareholders.
Amendments to this remuneration policy will be submitted
for adoption to the General Meeting of Shareholders.
III.8. ONE‐TIER MANAGEMENT STRUCTURE
The principle with regard to the One-tier management
structure does not apply to RSDB.
IV. (General Meeting of) Shareholders
IV.1. POWERS
The powers of the shareholders, as stated in the
Corporate Governance Code will be observed and the
decisions of the management board on a major change in
the identity or character of the company or the enterprise
shall, in accordance with the Articles of Association
of the Company, be submitted to the General Meeting of
Shareholders for approval. The agenda items mentioned
as best practice are discussed at the General Meeting of
24 RSDB Annual Report 2008