Supervisory Board

P.G. (Pamela) Boumeester
E.J. (Eric) Fischer
J.G. (Jan) Haars
P.F (Peter) Hartman
R.H.P.W. (René) Kottman, chairman
J.H. (Jan) Holsboer
S.G. (Fieke) van der Lecq
A.J. (Andrew) Moss
P. (Patrick) Regan

The Supervisory Board adopted a profile in October 2009. This profile contains guidelines on the composition and size of the Supervisory Board.

In October 2009 the by-laws of the Supervisory Board were adopted.

The rotation plan sets out the dates on which the members of Supervisory Board are due to retire.

The Supervisory Board may appoint standing and/or ad hoc Committees from among its members and charge these with tasks specified by the Supervisory Board. The composition of any Committee is determined by the Supervisory Board. At present, the Supervisory Board has an Audit Committee, a Remuneration Committee and a Nomination Committee. The task of these Committees is to prepare the decision-making of the Supervisory Board.

The Audit Committee consists of four members: Jan Haars (chairman), Patrick Regan, Fieke van der Lecq and Jan Holsboer. This committee prepares decisions of the Supervisory Board on matters within the remit of the committee, although the plenary Supervisory Board remains collectively responsible for the fulfilment of the duties delegated to the committee. The Audit Committee advises the Supervisory Board on such matters as financial reporting, internal risk management and control systems, the role and functioning of internal auditing, and the application of information and communication technology (ICT). The Audit Committee meets at least four times a year, and at least one of its meetings relates to the closing of the financial year and the preparation of the financial statements and annual report. At the request of the Audit Committee, its meetings may be attended by the chairman of the Executive Board, the CFO, the external auditor and/or the head of Internal Audit and/or the head of Group Integrity and/or the head of Group Finance & Control.

By-laws Audit Committee

The Remuneration Committee consists of four members: Pamela Boumeester (chairperson), René Kottman, Patrick Regan and Eric Fischer. This committee prepares decisions of the Supervisory Board on matters within the remit of the committee, although the plenary Supervisory Board remains collectively responsible for the fulfilment of the duties delegated to the committee. The Remuneration Committee advises the Supervisory Board on such matters as the remuneration policy for members of Executive Board in the year ahead and subsequent years. The Remuneration Committee meets as often as is necessary for its proper functioning, but in any event, twice a year.

By-laws Remuneration Committee

The Nomination Committee consists of four members: René Kottman (chairman), Eric Fischer, Patrick Regan and Pamela Boumeester. This committee prepares decisions of the Supervisory Board on matters within the remit of the committee, subject to the proviso that the plenary board remains collectively responsible for the fulfilment of the duties delegated to the committee. The Nomination Committee advises the Supervisory Board on such matters as the selection criteria and appointment procedures for the members of the Supervisory Board and the Executive Board. The committee assesses the size and composition of the Supervisory and Executive Boards and their functioning at least once a year.

By-laws Nomination Committee