Members of the Supervisory Board
The Supervisory Board of Vastned consists of the following four persons:
Marc van Gelder (Chairman)
Jeroen Hunfeld (Vice-chairman)
A complete description of the members of the Supervisory Board can be found here
Terms of appointment
|Marc van Gelder||AGM 2015||AGM 2019||4 years|
|Jeroen Hunfeld||AGM 2015||AGM 2019||4 years|
||AGM 2015||AGM 2019||4 years|
|Marieke Bax||AGM 2016||AGM 2020||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 Executive Board 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 Executive Board is a shareholder, member of the Executive Board 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 two committees
Audit and compliance committee
The audit and compliance committee is charged with supervising the Executive Board in particular on financial issues and with providing advice in this area to the Supervisory Board.
The committee supervises: the financial reporting process; the statutory audit of the (consolidated) financial statements; the risk management of the Company; and compliance with laws and regulations and the functioning of codes of conduct.
The audit and compliance committee reports quarterly on its deliberations and findings. It reports at least once a year on developments in the relationship with the external auditor. Once every four years, the performance of the external auditor is assessed in detail.
The audit and compliance committee consists of two independent members, both members are financially knowledgeable. The audit and compliance committee comprises of Mrs. C.M. Insinger (chairman) and Mr. J.B.J.M. Hunfeld. Mrs. C.M. Insinger may be characterized as a financial expert within the meaning of the Code.
Remuneration and nomination committee
The tasks of the remuneration and nomination committee include: the preparation of the decisionmaking on recruitment and selection including drawing up of selection and appointment criteria; periodic evaluation of the members of the Executive Board and the Supervisory Board; periodic evaluation of the size of the Supervisory Board; preparation of the decisionmaking on the remuneration policy for the Executive Board and the Supervisory Board; and annual accounting for the remuneration policy in the remuneration report.
Additionally, the remuneration and nomination committee prepares the remuneration report for the consideration of the Supervisory Board and for adoption by the AGM.
The remuneration committee is comprised of two members, Mrs M. Bax (chairman) and Mr. M.C. van Gelder. Neither are members of the Executive Board of another Dutch publicly listed company.