Today, Wavin - Jaarverslag.com

Wavin Annual Report 2010 | page 36Mr. R.A. (Rob) Ruijter (Dutch, 1951)Audit & Investment CommitteePrevious position: Interim CFO at ASM International N.V. (until 31 August 2010)Appointed in 2007, current term ends in 2012Other Supervisory Board memberships: Unit 4 N.V.Other Board memberships: Advisory Board Verdonck, Klooster & Associates,Stichting Continuïteit Delta LloydMrs. B. (Birgitta) Stymne Göransson (Swedish, 1957)Audit & Investment CommitteeCurrent position: CEO of Memira GroupAppointed in 2007, current term ends in 2012Other Board memberships: Arcus ASA, and Elekta ABAppointment and dismissalSupervisory Board members are appointed by the General Meeting of Shareholders. The Articles ofAssociation provide that the General Meeting of shareholders may suspend or dismiss SupervisoryBoard members at any time. A resolution of the General Meeting of shareholders to suspend or dismissmembers of the Supervisory Board pursuant to a proposal by the Supervisory Board requires anabsolute majority of the votes cast. A resolution of the General Meeting of shareholders to suspend ordismiss a member of the Supervisory Board other than pursuant to a proposal of the Supervisory Boardrequires an absolute majority of the votes cast representing more than 50 percent of the issued sharecapital.Independence and conflict of interestWavin complies with best practice III.2.1 of the Dutch Corporate Governance Code, which states thatall but one Supervisory Board members should be independent from the company. All SupervisoryBoard members are considered to be independent from the company. There are no interlockingdirectorships, nor are or were any Supervisory Board members employed by the company. The rulesfor the Supervisory Board contain provisions regarding potential confl icts of interest. In the year underreview there were no occurrences with a potential confl ict of interest.Loans and guaranteesAs a matter of policy Wavin does not grant loans or guarantees to members of the Supervisory Boardunless in the normal course of business and after the approval of the full Supervisory Board.Loans may not be remitted. In 2010 no loans or guarantees were granted or outstanding to membersof the Supervisory Board.Fixed remunerationAs provided in the Rules for the Supervisory Board, none of its members receives remuneration that isdependent on the fi nancial performance of Wavin. The Wavin Rules on Insider Trading require thatindividual shareholdings in the company shall only be held for long term investment purposes. None ofthe Supervisory Board members holds any option rights to acquire shares in Wavin.ProfileA profi le setting out the required experience, expertise and background of individual Supervisory Boardmembers is in place. More information on the Profi le can be found on page 69. The full Profi le can befound on the corporate website.Company SecretaryThe Supervisory Board is assisted by Mr. S.H.A.J. Beckers, Company Secretary. The position and role ofthe Company Secretary has been laid down in the Supervisory Board rules, which can be found on thecorporate website.