Full RSDB annual report for 2008 - Roto Smeets Group

Report of the Supervisory Board
Discussions held in the absence of management covered
the supervisory board’s own functioning, the functioning
of the board’s joint committees and that of the individual
members.
Events involving HHBV in 2008 led the Supervisory Board to
have four extraordinary meetings. Seven telephone conferences
were also held. The Supervisory Board Committee
responsible for the negotiations with HHBV conducted 13
discussions and held 12 telephone conferences.
Moreover, several Supervisory Board members made
plant visits and two meetings were held with the Board
of the Foundation ‘Stichting Preferente Aandelen RSDB
N.V.’.
The members of the Supervisory Board took turns in
attending the consultations between the Management
Board and the Central Works Council (COR). Just prior to
HHBV’s presentation of its final takeover bid, a meeting
was held involving the Management Board, Supervisory
Board and Central Works Council to discuss elements of
the agreement and the proposed policy plan.
Committees
Since the Supervisory Board consists of four members,
all of them sit on the three key committees. These
committees’ regulations can be found on the group’s
website. The composition of the Supervisory Board is
such that the members may adopt a critical, independent
posture in these committees in respect of each other,
management and any other such factional interest as
may be represented.
The most important matters to be discussed in the
committee meetings are the following:
SELECTION AND APPOINTMENT COMMITTEE
The 2007 annual report announced that, in view of the
workload and the resignations scheduled for the present
Supervisory Board, it was seen as desirable to return
to the original strength of five members. At the Shareholders’
General Meeting it was announced that, in view
of developments at that time, the appointment of a fifth
member would be postponed until a later date. Since
RSDB is now preparing itself for a stand-alone strategy,
the original plan will be taken up once again.
The profile sketch was used to guide the search for a
candidate with a broad knowledge of the industry,
coupled with ample boardroom experience. On 15 April
2009, drs. R. Blom, ex-chairman of the board at Eneco
Energy, will be presented to the General Shareholders’
Meeting for appointment to the Supervisory Board.
The same Meeting will also be requested to reappoint
drs. H.C.P. Noten, who is scheduled for periodic retirement.
In view of events like those experienced during the 2008
General Meeting of Shareholders, Mr. Lugt indicated his
willingness at that time to remain for a further 2 years as
Supervisory Board member. In the current situation it is
his intention to complete his 4 year term and remain until
2012.
The selection and appointment committee has also
spoken to the Management Board about the organisation’s
development and the quality of key functionaries
in higher management.
AUDIT COMMITTEE
The Supervisory Board has had several discussions about
the strategy and risks associated with the business, such
as the relationship between fixed costs and declining
market demand. Discussions were also held on the way
the internal risk management and control system is set
up and how it operates, as well as possibly significant
changes to it. These talks also included the expected
effects of the credit crisis on the group.
Talks have been held with Ernst & Young Accountants, in
the presence of management and once in their absence.
Discussions included the provision by the group of
financial information, application and assessment of new
rules, forecasts and the group’s funding.
REMUNERATION COMMITTEE
The General Meeting of Shareholders of 27 June 2008
approved changes to the Supervisory Board members’
remuneration.
A marginal modification of remuneration policy for the
Management Board was also presented to the meeting
and approved. In outline this policy is as follows:
• The level of the remuneration is determined according
to market research in the Netherlands among
board members of businesses of comparable size,
importance and profits base (the peer group). The
remuneration policy is only based on financial targets
taken into account the development of results as well
6 RSDB Annual Report 2008