Today, Wavin - Jaarverslag.com

Wavin Annual Report 2010 | page 34The operational and fi nancial objectives of the company are laid down in the budget. The 2010 budgetwas presented to and approved by the Supervisory Board during its December 2009 meeting.The 2011 budget was approved at the December 2010 meeting of the Supervisory Board. The Articlesof Association and the Rules for the Management Board contain clear overviews of all issues for whichthe Management Board is required to seek the prior approval of the Supervisory Board.Internal risk management and control systemWavin maintains an adequate administrative organisation that contains internal risk management andcontrol systems as well as a system of monitoring and reporting, and guidelines on internal fi nancialreporting. More information on risk management and Wavin’s internal control framework can be foundon page 43 of this report. The company has an accounting manual in place as well as an internalauthorisation system. A Code of Conduct has been available since 2002 and is published on thecompany website. Wavin employees have the opportunity to report alleged irregularities without havingto fear for their position. A Whistleblowers’ procedure is in place and can be viewed on the corporatewebsite.Statement of controlThe Statement of Control by the Management Board, including additional information, can be foundin the Risk Management paragraph starting on page 42 of this report.Membership of external Supervisory BoardsMr. Houben has been a member of the Supervisory Board of TKH Group N.V. since May 2009. TheManagement Board members hold no other Supervisory Board memberships of listed companies.Conflicts of interestAll employment contracts of the Management Board members contain non competition clauses,prohibiting them from performing activities that, directly or indirectly, confl ict with the company’sactivities. The Wavin Code of Conduct explicitly forbids accepting payments or gifts which may beinterpreted as a bribe. The Rules for the Management Board, the Wavin Rules on Insider Trading aswell as the Wavin Code of Conduct contain clear regulations on how to deal with possible confl ictsof interest.Loans and guaranteesAs a matter of policy, Wavin does not grant loans or guarantees to members of the Management Boardunless in the normal course of business, on terms applicable to the employees as a whole and only afterapproval of the full Supervisory Board. In 2010 no loans or guarantees were granted or outstanding tomembers of the Management Board.Employment contracts of the Management BoardThe Management Board members have employment contracts with Wavin B.V., a direct subsidiary ofWavin N.V. The employment contracts and the main conditions of employment for members of theManagement Board are reviewed periodically. All Management Board members have employmentcontracts for an indefi nite period of time, provided however that their contract will be terminated whenthe respective member reaches the age of 62.It should be noted that the indefi nite appointment as a statutory director of the company has beenchanged to an appointment for a period of 4 years as per October 2006, the listing date of Wavin N.V.Notice periods for the company have been agreed with each Management Board member, being3 months for Mr. Oomens and 6 months for Mr. ten Hove and Mr. Roef. The employment contracts ofMr. Ten Hove, Mr. Oomens and Mr. Roef determine that in case one resigns as a result of acquisition ofthe company or when the actual control of the company passes into other hands or in the event of othercomparable circumstances (‘change of control’) a fi xed severance payment will be payable. The fi xedseverance payment for Mr. Ten Hove and Mr. Oomens will be 12 months total salary whereas Mr. Roefwill recieve 12 months base salary. More information regarding severance payment arrangements for theindividual Management Board members can be found on page 32.