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

Corporate Governance StatementS a m a s2 0 0 82 0 0 928GeneralSamas defines its corporate governance as the managementof the company, supervising and reportingthereon and the manner in which stakeholders caninfluence decision-making. Integrity and transparencyin the dealings of the Executive Board, as well asits supervision by the Supervisory Board – includingaccounting for such supervision – are crucial preconditionsfor the confidence of stakeholders in theExecutive Board and the supervision thereof.To this end, Samas seeks meaningful communicationwith all of its stakeholders. Their interests are takeninto account and duly considered in decision-making.Management and super visionThe Executive Board is responsible for themanagement of the company and the SupervisoryBoard monitors and advises the Executive Board.Hence, there is a separation between managementand supervision thereof.The Executive Board and the Supervisory Board areresponsible for the corporate governance structureof Samas and are accountable for this to the GeneralMeeting of shareholders. Substantial changes to thecorporate governance structure are laid before theGeneral Meeting of shareholders.Executive BoardThe Executive Board, acting as a college, is responsiblefor the management of the company. Tasks andpractices are set out in Executive Board regulationsthat are approved by the Supervisory Board.Members of the Executive Board are appointed,suspended and dismissed by the General Meetingof shareholders. New members are appointed for aperiod of four years, with a possibility for reappointment.The Supervisory Board is empowered to makea binding recommendation to the General Meetingof shareholders. The General Meeting of shareholdersmay remove the binding nature of such recommendationsby means of a resolution taken by a strictmajority of votes, representing more than one thirdof capital outstanding.been adopted by the General Meeting of shareholdersat the proposal of the Supervisory Board.The objective of the remuneration policy is to providea compensation programme that makes it possible toattract, retain and motivate members of the ExecutiveBoard who are believed to have the character traits,skills and background needed to lead and managethe company successfully and to reward the membersbased on both the individual’s and the company’sperformance.Any proposal of the Supervisory Board to grant themembers of the Executive Board ordinary shares oroptions to purchase ordinary shares must be submittedfor approval to the General Meeting of shareholders.Such a proposal must specify the number tobe granted and, if applicable, any conditions to thegranting or exercise of such options.For further information, please see the Remunerationpolicy chapter on page 31 of this report and thecompany website www.samas.com. In addition, formore details of the remuneration of Executive Boardmembers, please see page 79 of this report.Super visor y BoardThe Supervisory Board, acting as a college, isresponsible for supervising and advising the ExecutiveBoard. With certain permitted exceptions,members of the Supervisory Board are independent,and in carrying out their task they focus on theinterests of Samas and its associated companies.Members of the Supervisory Board are appointed,suspended and dismissed by the General Meetingof shareholders. In line with the Supervisory BoardRegulations, a member of the Supervisory Board isappointed for a maximum of four years.The Supervisory Board is authorised to make abinding recommendation for the appointment ofSupervisory Board members. The General Meetingof shareholders may remove the binding nature ofsuch a recommendation by means of a resolutiontaken by a strict majority of votes representing morethan one third of capital outstanding.The Supervisory Board establishes the remunerationof the individual members of the Executive Boardin accordance with a remuneration policy which hasThe Profile of the Supervisory Board sets out requirementsfor the Board and for individual members.The Supervisory Board currently has four members