2009 - Jaarverslag

Corporate informationCORPORATE GOVERNANCECORPORATE GOVERNANCE STRUCTUREThe Supervisory Board and the Executive Board endorse the maincorporate governance principles as set out in the principles and bestpractice provisions of the Corporate Governance Code amended bythe Monitoring Committee in December 2008.No detailed adjustments to the Corporate Governance Policy weremade in 2009 in response to the new code. TenCate already largelycomplied with the Code or intends to comply with the amendedprinciples of the Code. As was the case with the previous Code, forthe amended version there will be a number of exceptions applicablewithin TenCate, relating mainly to the nature and size of the company.They do not affect the basic principles of good corporate managementand integrity. The exceptions to the best practice provisions are statedon TenCate’s corporate website.The main points on which the new Code has been tightened are asfollows:◾ Greater emphasis has been placed on the importance of internalrisk control and supervision systems in the new code.The Supervisory Board is already closely involved in the strategy.The Board supervises the quality of both the internal risk controland responsibility for it. In material terms, the new Code will notgive rise to any major adjustments in the risk control policy asthe current policy is deemed to be sufficient in combination withreporting lines that have been refined over time;◾ The remuneration policy for directors is based on the policy asapproved at the general meeting of shareholders of 24 March2005. No adjustment is being made to the remuneration policyat present;◾ TenCate’s option scheme contributes to a long-term approachin view of its conditionality. The scheme is based partly on(individual) non-financial objectives;◾ Stakeholders have an increasing interest in the current principlesof socially responsible enterprise. In the exercise of thesupervisory role, the Supervisory Board considers the socialaspects of enterprise that are relevant to the company.The Executive Board’s statement on the internal risk and controlsystems can be found on page 61 of this annual report.The corporate governance structure is based on the voluntaryapplication of the two-tier board structure. The main elements of thisare:◾ The financial statements are adopted by the general meeting ofshareholders;◾ Supervisory directors are appointed by the general meeting ofshareholders on the basis of nominations by the SupervisoryBoard. The profile of the members of the Supervisory Board is firstdiscussed at the general meeting of shareholders at the time ofadoption and on each subsequent modification;◾ The general meeting of shareholders and the works council canrecommend persons to the Supervisory Board for nomination assupervisory directors;◾ In the case of one-third of the members of the Supervisory Board,the Supervisory Board will in principle place in nomination thename of a person recommended by the works council (workscouncil’s reinforced right of recommendation);◾ In the event of an outright majority of the votes, the generalmeeting of shareholders representing at least one-third of theissued share capital may reject the nomination by the SupervisoryBoard;56Royal Ten Cate