2009 - Jaarverslag

COMPOSITIONIn April 2010, Mr P.P.A.I. Deiters will have been associated withcompany for three terms of four years. The best-practice provisions ofthe Dutch Corporate Governance Code recommend a maximum of threeterms. Nevertheless, the Supervisory Board, with the backing of theExecutive Board, believes that Mr Deiters’ profile is perfectly suited tothe role of the supervisory directors and is unique having regard to hisknowledge and experience as a former entrepreneur in the textileindustry. Mr Deiters’ contribution of is of great value to TenCate.In order to ensure a continued balanced composition of the ExecutiveBoard, the Supervisory Board intends exceptionally to nominateMr Deiters for reappointment for a fourth term of four years.FINANCIAL COMMITTEEThe Financial Committee met in plenary sessions on four occasions in2009 to prepare for the discussion of the 2008 annual figures, the 2009quarterly and half-yearly figures and a number of specific subjects.In-depth consideration was given to matters such as the internalcontrol and reporting system, the tax position, particularly in theNetherlands, the group financing company in Switzerland, theimpairment calculations, the policy with regard to audit services,aspects of financial risk management and the management letterfrom the external auditor, and to the follow-up of the latter’srecommendations.The Supervisory Board also intends to nominate Mr R. van Gelderas a supervisory director. Mr Van Gelder has extensive internationalexperience in business in the field of high-quality engineering andcontracting projects, which makes him particularly suitable as asupervisory director for Royal Ten Cate. His curriculum vitae has beenappended to the agenda for the meeting of shareholders.SUPERVISORY BOARD COMMITTEESThe Supervisory Board has two committees: the financial committeechaired by Mr E. ten Cate and the combined Remuneration, Selectionand Appointments Committee chaired by Mr F.A. van Vught. Their taskis to analyse subjects within their specific knowledge areas andto prepare decisions to be taken in the plenary meetings of theSupervisory Board.COMBINED REMUNERATION, SELECTION AND APPOINTMENTSCOMMITTEEIn February and March 2009, particular attention was devoted to fillingthe vacancy resulting from the departure of the then CFO. Followinghis departure at the end of March an appropriate successor wasappointed, initially on a temporary basis and subsequently on a morepermanent basis.REMUNERATION REPORTThe remuneration policy for directors of Royal Ten Cate was presentedto the general meeting of shareholders of Royal Ten Cate for approvalon 24 March and was accordingly adopted by the meeting.PRINCIPLES OF THE REMUNERATION POLICYRoyal Ten Cate’s Supervisory Board applies a remuneration policy inrespect of the company’s management, based on the followingprinciples:◾ Remuneration of the management is aimed at attracting andretaining senior managers;Annual Report 2009 17