2009 - Jaarverslag

◾ The members of the Executive Board are appointed by the generalmeeting of shareholders on the basis of a binding nomination bythe Supervisory Board.Corporate governance within TenCate is based on the followingprinciples:◾ Value creation for shareholdersThis means making optimum use of the available resources. In thecontext of internal financial control, financial ratios and metricsare monitored closely. These reflect the performance in terms ofcash flow generating assets, efficiency, margins and the return oncapital employed. Consideration is also given to longer-termcontinuity. TenCate takes account of efficient use of naturalresources and its social responsibilities.◾ Quality of the management and appropriate remunerationThe remuneration policy is intended to attract high-qualitymanagement consistent with the specialist and multinationalcharacter of TenCate. The performance pay structure must betransparent and focused on key performance indicators.The Supervisory Board’s Remuneration Committee is responsiblefor developing the remuneration policy and assessing theperformance criteria for members of the Executive Board.◾ Code of conduct for management and employeesThe company has a code of integrity, a whistleblowers scheme andrules to prevent abuse of inside information. This is a dynamicprocess in which the code of conduct can be refined from timeto time.◾ DisclosureTenCate conducts an open communication policy and providesregular information on its important commercial developments.Information provision must fulfil the criteria of accuracy,completeness and timeliness and comply with transparencyguidelines and IFRS standards, in order to give stakeholders themost transparent and accurate view possible of the performanceand outlook. The main risks must be stated and evaluated.The information on TenCate’s corporate strategy is communicatedclearly. From 2009, only a market-compliant trading update will beprovided for the first and third quarters, in accordance with thelegislation which came into force in December 2008.◾ Financial control and risk monitoringThe Supervisory Board forms a financial committee from among itsmembers to supervise the financial performance, acquisitions,divestments and general risk policy.◾ Avoidance of conflicts of interestTenCate is alert to conflicts of interest. These are addressed andwhere necessary avoided.◾ Social responsibility and sustainable enterpriseTenCate strives to maintain good relations with other parties in itsvicinity and with stakeholders. The company endeavours to limitthe environmental impact as far as possible. This principle isalso included in the code of conduct for employees. Substantialenvironmental investments are made for this purpose.Operating companies have long implemented major elementsof socially responsible enterprise.Environmentally friendly storage of mine tailingJust off the El Mochito mine in Honduras, a dedicated basis is used for tailings. The Guard Shack Slide nearby could becomethe site of a landslide during heavy rainfall, releasing large quantities of sand and rock (up to 400,000 m³) into the basin via a dryriverbed. This would cause the basin to overflow, drenching a nearby, environmentally vulnerable area in contaminated minetailings. The solution was to construct two dams based on TenCate Geotube ® technology. Storing and dewatering mine tailings inthe containers gave the dams their final form and solidity. They have already withstood large quantities of rainwater anddislodged debris.Annual Report 2009 57