12.07.2015 Views

Today, Wavin - Jaarverslag.com

Today, Wavin - Jaarverslag.com

Today, Wavin - Jaarverslag.com

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

<strong>Wavin</strong> Annual Report 2010 | page 71of their respective new roles and responsibilities. The RA&CG Committee specifi cally stated that themaximum remuneration for Mr. Roef in case of dismissal should be in line with the Dutch CorporateGovernance Code.In August 2010 the RA&CG Committee evaluated the Hay grading of the individual Management Boardmembers, the out<strong>com</strong>e of the 2009 / 2010 succession planning exercise for all senior managementpositions, the appointment of Mr. Ten Hove as a member of the Advisory Council of NYSE Euronext,the up<strong>com</strong>ing vacancy in the Supervisory Board and the profi le of the Supervisory Board.In the December 2010 meeting the Committee discussed the current remuneration policy for theManagement Board and senior management, concluded that a refi nement should be considered andagreed to perform a detailed study. Other items that were discussed included the determination of the2011 base salary of the Management Board members which will be implemented in July 2011 and thegroup incentive targets for 2011.Remuneration Report regarding the Management BoardThe remuneration report regarding the Management Board can be found on pages 64 – 66 of thisannual report.Financial statementsThe Financial Statements for the year 2010 have been audited by PwC, which issued an unqualifi edopinion which is printed on page 142 and 143 of this annual report. The Management Board has drawnup and the Audit & Investment Committee has reviewed the Financial Statements. Based on itsre<strong>com</strong>mendations and after a further review and discussions the Supervisory Board re<strong>com</strong>mends thatthe Financial Statements for the year 2010 be adopted by the General Meeting of Shareholders inaccordance with Article 21 sub 5 of the <strong>com</strong>pany’s Articles of Association. The Supervisory Board alsoproposes that the General Meeting of Shareholders discharges the Management Board and theSupervisory Board for their respective management and supervision during the year under review.The members of the Supervisory Board have signed the Financial Statements pursuant to their statutoryobligations under clause 2:101 sub 2 Dutch Civil Code.Changes in the <strong>com</strong>position of the Management BoardMr. Ten Hove was appointed CEO of the <strong>com</strong>pany per 1 October 2010 replacing Mr. Houben whoretired per 31 December 2010. Mr Ten Hove’s base salary and other benefi ts were set at the same2010 level of his predecessor.Mr. Taylor left the <strong>com</strong>pany per 30 September 2010. He was paid his contractual entitlement of12 months salary and benefi ts including incentive pay, in lieu of notice.Mr. Roef will be appointed as his successor subject to shareholder’s approval on 27 April 2011.Mr. Roef’s previous position was Managing Director North West Europe and he will be appointed fora period of 4 years. In accordance with the Dutch Corporate Governance Code and upon unfairdismissal he is entitled to <strong>com</strong>pensation equal to 12 months base salary except in the situation thathis employment agreement terminates because of him reaching the age of 62.A full fi nancial report, containing detailed information on the remuneration packages of the individualManagement Board members, can be found on page 136 and 137.ConclusionAs set out above, 2010 has been a year of transition. The appointment of a new CEO, other personnelchanges in the top management of our <strong>com</strong>pany, the review of our strategy and the reshaping of theway in which the <strong>com</strong>pany is organised have marked the year. And this against an economicbackground that although in most of our markets gradually improving, remained diffi cult because offi erce <strong>com</strong>petition, under-occupancy of our plants and increasing raw materials prices. The introductionand roll-out of the <strong>Wavin</strong> 2015 strategy was received with a great deal of enthusiasm and support bymanagement and staff, which gives us confi dence that execution will be expeditious and professional.We highly appreciate the dedication of all our employees in this demanding period of transition.Zwolle, 1 March 2011The Supervisory BoardP.C. van den Hoek, ChairmanB.G. Hill, Vice-ChairmanR.H.P.W. KottmanR.A. RuijterB. Stymne Göransson

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!