2009 - Jaarverslag

Report of the Supervisory BoardANNUAL REPORTWe hereby present the 2009 annual report as prepared by theExecutive Board, incorporating the financial statements. The financialstatements have been audited by KPMG Accountants NV and werediscussed with the Executive Board on 3 March 2010, in the presenceof the auditor.We are therefore of the opinion that the annual report fulfils thetransparency requirements and forms a good basis on which theSupervisory Board can account for its supervision.We propose that you accordingly adopt the financial statements,approve the dividend proposal and grant discharge to the ExecutiveBoard in respect of its policy and to the Supervisory Board in respectof its supervision.SUPERVISIONThe Supervisory Board held plenary meetings with the Executive Boardon six occasions in 2009, on the basis of a fixed schedule. It also metindependently on several occasions. The meetings discussed theperformance of both the Executive Board and the individual directors.The Supervisory Board also assessed its own performance, as wellas that of the committees and the individual supervisory directors.All members attended the meetings.During the joint meetings, the Supervisory Board dealt with subjectssuch as the consequences for TenCate of the rapidly deepeningrecession, the financial results, the budget, current acquisition projectsand the company’s strategy. Particular attention was devoted to theinadequate profitability of the Dutch businesses, the strategicpositioning of the TenCate Grass group and the minority holdings inthis group in particular.Other subjects included the situation with regard to digital finishingand printing at Xennia, the divestment process at TenCate Enbi, therole and qualifications of the group management and the managementlayer below it.The April meeting discussed the situation that had arisen followingthe departure of the CFO, J. Wegstapel. The vacancy was filled on aninterim basis by reappointing J. Lock, the former Corporate Directorof Finance.In August it was decided to appoint Mr Lock as CFO for a period of twoyears and to nominate him for appointment to the Executive Board bythe next meeting of shareholders.The financial results were discussed at the end of each quarter.The external auditor reported on his findings during the discussion onthe 2008 full-year figures and first-half year figures for 2009. Theboard deliberated independently of the Executive Board on thecomposition and performance of the Supervisory Board and theperformance of the Executive Board, as well as on the associatedremuneration.A representative of the Board also took part in five consultativemeetings of the Central Works Council. He participated in thediscussions and took note of the activities and events within thecompany.INDEPENDENCEAll members of the Supervisory Board are independent within themeaning of the best-practice provisions of the Corporate GovernanceCode.No TenCate shares or options are held by the members of theSupervisory Board.16Royal Ten Cate