Annual Report Samas NV 2008 2009 Annual ... - Alle jaarverslagen

S a m a s2 0 0 82 0 0 926Company funding continued to be a clear focal pointof management.At the beginning of May 2009, after the balance sheetdate, the intended divestment of our Swiss operationswas effectuated. Although at a substantially lowerlevel than earlier anticipated, proceeds were stillconsidered fair taking into account the worsenedeconomic circumstances.By that time, the full impact of the economicdownturn on our business and our continued tightfinancial position required us to look at possibilitiesfor external funding and simultaneously look beyondour initial roadmap and pursue further strategicalternatives. It soon became clear that obtaining newexternal funding for Samas as a group would be verydifficult and ultimately not possible. By the end ofMay 2009, the Benelux operations had been divested.At the Extraordinary General Meeting of shareholdersheld on 19 June 2009, Samas discussed the strategy,financial developments and the way forward with theshareholders. At the meeting, Samas received shareholders’approval for the intended divestment of theGerman and Central & Eastern European operations.Given the increasingly tight financial householdand due to the lack of available external funding forSamas as a group, disposal of the German operationsand the Central & Eastern European operations wasconsidered the most likely and desired way forward inorder to secure continuity of the local operations.Composition, independence and changes in theSuper visor y BoardThe Profile of the Supervisory Board specifies, amongother things, the preferred size and composition ofthe Board. The Board should represent well-balancedexpertise in the fields of strategic and financial decisionmaking in an international sales and productionenvironment.den Brink and J.F. van Duyne stepped down andat the Annual General Meeting held on that dateMessrs. M.D. van Doornik and Th.J. van der Raadtwere appointed as members of the Supervisory Board.As a final step in this process, Messrs. J.A.J. Vinkand A.A. Olijslager stepped down as members of theSupervisory Board, effective 1 January 2009.At the Extraordinary General Meeting of shareholdersheld on 2 December 2008, Messrs. C.J. van der Bijland R. Houwer were appointed as members of theSupervisory Board, effective 1 January 2009.The Supervisory Board declares that its membersmeet the criteria of independence set by the DutchCorporate Governance Code, with the exception ofMr C.J. van der Bijl, who at the time of his appointmentto the Supervisory Board was a member of theExecutive Board of the company.During the year, regular evaluations of the profile,composition and competencies of the SupervisoryBoard, as well as the functioning of the Board and itsmembers, were considered.For the details of the current members of the SupervisoryBoard (as required by the Code) please see page32 of this report.Super visor y Board CommitteesThe Supervisory Board has two committees,the Audit Committee and the Remuneration andAppointments Committee.These committees were formed on a voluntary basis,given that the Code only requires these committeesfor supervisory boards comprising five or moremembers, whereas the Supervisory Board of Samastotals four members.Both committees are made up of two members ofthe Supervisory Board and each prepare decisions onbehalf of said Board.On 31 October 2007, it was announced that theSupervisory Board unanimously concluded that,with Samas starting a new chapter, it would makegood sense to appoint new members to theSupervisory Board and that the members of theSupervisory Board would step down in stages.As a first step on 20 June 2008, Messrs. R.G.C. vanAudit CommitteeThe Audit Committee has two members,Mr Th.J. van der Raadt (chairman) andMr C.J. van der Bijl. The Audit Committee metsix times in 2008/2009, in the presence of the ChiefExecutive Officer and the Chief Financial Officer,and had also numerous other contacts with