Terms of appointment
|Jeroen Hunfeld||AGM 2015||AGM 2019||4 years|
|Marieke Bax||AGM 2016||AGM 2020||4 years|
|Marc van Gelder||AGM 2015||AGM 2019||4 years|
|Charlotte Insinger||AGM 2015||AGM 2019||4 years|
Specific corporate governance requirements for the Supervisory Board
Independence of members of the Supervisory Board
None of the members of the Supervisory Board is or has been a member of the Board of Management or employee of Vastned or of any company associated with it. No member has received fees other than for the membership of the Supervisory Board nor had a major business relationship with Vastned or any associated company during one year preceding appointment. None of the members of the Board of Management is a shareholder, member of the Board of Management or Supervisory Board member of a company that holds at least 10% of the shares in Vastned. The above also applies to the direct family members of the respective members.
Conflicting interests of members of the Supervisory Board
A member of the Supervisory Board reports a material conflicting interest to the chairman of the Supervisory Board. In the context of the corporate governance pursued by Vastned, the members of the Supervisory Board state that they shall comply with the Code and the respective member shall refrain from participation in the discussion of and decisions on the matter in which the member has a conflicting interest. In addition, transactions involving a conflicting interest will be agreed under conditions customary in the industry. Decisions on entering into transactions with major shareholders, i.e. shareholders holding more than 10% of the issued share capital of Vastned, must be approved by the Supervisory Board and are entered into under conditions customary in the industry. Vastned at present does not have a delegated Supervisory Board member. In prevailing cases, the Supervisory Board shall act in compliance with best-practice provisions III.6.6 and III.6.7 of the Code.
Loans to members of the Supervisory Board
Vastned has not supplied loans to any member of the Supervisory Board, nor has any member of the Supervisory Board supplied loans to Vastned.
The Supervisory Board has the following three committees
The audit committee is composed of members of the Supervisory Board, and charged with supervising the Board of Management in particular on financial issues.
The committee supervises the financial reporting process, the legal audit of the annual accounts and the consolidated annual accounts, the risk management system of the company, compliance with laws and regulation and functioning of the codes of conduct.
Four times per year the audit committee draws up a report of its deliberations and findings. At least once a year the committee reports on the developments in the relationship with the external auditor.
Once every four years a thorough assessment is made of the performance of the external auditor. The external auditor receives the financial information on which the quarterly and semi-annual figures are based and is given the opportunity to comment on it. All audit committee reports are available to all members of the Supervisory Board and will be discussed at the next meeting of the Supervisory Board.
The audit committee consists of two independent members, both members are financially knowledgeable. The audit committee comprises of Mr. P.M. Verboom (chairman) and Mr J.B.J.M. Hunfeld. Mr. Verboom may be characterized as a financial expert.
The remuneration committee is charged with advising the Supervisory Board on the remuneration policy in the broadest sense. Its tasks include making a proposal to the Supervisory Board regarding the remuneration policy for members of the Board of Management to be adopted by the general meeting of shareholders, and the same for individual members of the Board of Management.
Additionally, the remuneration committee prepares the remuneration report for the consideration of the Supervisory Board and for adoption by the general meeting of shareholders. The remuneration report of the Supervisory Board is included in the annual report.
The remuneration committee is comprised of two members, Mrs M. Bax (chairman) and Mr. P.M. Verboom . Neither are members of the Board of Management of another Dutch publicly listed company.
The nomination committee's tasks include drawing up selection and appointment criteria, periodically assessing Supervisory Board directors and Managing directors, supervising the Board of Management in relation to the appointment of higher management positions and taking concrete decisions in the area of selection and appointments.
The activities of the nomination committee include the preparation of the decision-making for recruitment and selection appointment and assessment of Supervisory Board directors and Managing Directors. The committee also periodically assesses the size and composition of the Supervisory Board and the Board of Management.
The accountant of Vastned is Ernst & Young Accountants LLP