2.8.3
CORPORATE GOVERNANCE


Accell Group recognizes the importance of good corporate governance. The Board of Management and the Supervisory Board are responsible for the corporate governance structure of Accell Group and for compliance with the Dutch Corporate Governance Code (hereafter referred to as: "the Code"). This section of the Annual Report describes Accell Group’s corporate governance structure.

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GENERAL

Accell Group N.V. (“Accell Group” or “the Company”) is a public limited liability company (Naamloze Vennootschap) under Dutch law, that applies a two-tier board structure comprising a Board of Management, composed of managing directors, and a Supervisory Board, composed of supervisory directors. The Supervisory Board supervises the Board of Management and ensures that external experience and knowledge is embedded in the Company’s conduct. The two boards are independent of each other and are ultimately accountable to the General Meeting (“General Meeting”). Accell Group’s corporate governance is laid down in the Company’s articles of association and the Board of Management and Supervisory Board regulations, which can be found on our website. The Company is listed and its ordinary shares are admitted to trading on Euronext Amsterdam.

BOARD OF MANAGEMENT

The Board of Management is charged with the day-to-day management and is responsible for the continuity of the Company and its affiliated enterprise, as well as for achieving its goals, objectives, strategy and results. The Board of Management is accountable to the Supervisory Board and the General Meeting. In the performance of its tasks, the Board of Management is guided by the Company’s long-term value creation and considers the relevant stakeholder interests in this context. The Board of Management determines the strategy for realising the Company’s long-term value creation and informs the Supervisory Board regarding the determination of this strategy in a timely manner.

 

The Board of Management is also responsible for the identification and management of the risks associated with the Company’s strategy and activities. To this end, Accell Group has an internal risk management and control system. For more detailed information, please see section ‘Risk Management’ of this Annual Report.

Certain significant resolutions of the Board of Management require the approval of the Supervisory Board. These include resolutions on major investments, the issuance of shares and the establishment and/or termination of long-term alliances with other companies. The General Meeting’s approval is required for resolutions of the Board of Management that involve significant changes to the identity or character of the Company or its business.

On 21 April 2021, the General Meeting granted the Board of Management the authority to repurchase Accell Group shares for consideration. The authorisation was granted under the following conditions: 

  • The authorization would be valid for 18 months (starting on 22 April 2021).
  • The Supervisory Board’s prior approval is required for the acquisition.
  • The number of shares shall never exceed 10% of the issued share capital at the time of acquisition.
  • The acquisition price shall never exceed 110% of the average share price on the preceding five trading days.

The agenda for the General Meeting of 20 April 2022 includes a proposal to again grant the Board of Management the authority to acquire Accell Group shares under the same conditions as those set out above, such for a period of 18 months. If that authorization is granted, it will replace the authorization granted by the General Meeting of 21 April 2021.

Resolutions on the issuance of shares are adopted by the General Meeting, insofar as and if it has not been designated to another corporate body. The pre-emptive rights can be limited or excluded by the corporate body authorized to adopt resolutions on the issuance of shares, provided that said authorization is granted expressly to that corporate body. On 21 April 2021, a resolution of the General Meeting granted the Board of Management the authorization, for 18 months, starting on 22 April 2021, with the approval of the Supervisory Board, to:

  • Issue ordinary shares up to a maximum of 10% of the ordinary shares outstanding at the time of the resolution or to grant or issue rights to such ordinary shares; and
  • Limit or exclude pre-emptive rights upon the issuance of such (rights to) ordinary shares.

The agenda for the General Meeting of 20 April 2022 includes a proposal to grant this authorization again for another 18 months. If that authorization is granted, it will replace the authorization granted by the General Meeting on 21 April 2021.

The Board of Management represents the Company insofar as the law does not stipulate otherwise. Each member of the Board of Management also has the authority to represent the Company.

The Supervisory Board determines the number of the members of the Board of Management, appoints members of the Board of Management and also has the power to suspend and dismiss members of the Board of Management. The Supervisory Board will consult the General Meeting before any dismissal is effected.

Pursuant to the Code, members of the Board of Management are appointed for a maximum term of four years, and their contract is a service agreement (“overeenkomst van opdracht”). Their term of appointment ends after the conclusion of the first General Meeting, to be held in the fourth year after the year in which they were appointed. Members of the Board of Management can be re-appointed for an additional four-year period.

The members of the Board of Management jointly manage the Company and are in principle jointly and severally liable for such management. Subject to the approval of the Supervisory Board, each member of the Board of Management may have their personal and primary responsibilities. The Board of Management currently has three members: Ton Anbeek (CEO), who was appointed Chairman of the Board of Management by the Supervisory Board, Ruben Baldew (CFO) and Francesca Gamboni (CSCO).

The operation of the Board of Management is subject to the Board of Management’s rules of internal procedure, which outline in detail how the Board of Management operates and its relationship with the Supervisory Board, shareholders and the Works Council. These rules, which have been approved by the Supervisory Board, can be found on the Company’s website (under 'Corporate Governance’).

Based on a proposal prepared by the Selection and Remuneration Committee, the Supervisory Board determines the remuneration of the individual members of the Board of Management, with due observance of the remuneration policy adopted by the General Meeting on 22 April 2020. The main elements of the contracts with members of the Board of Management are published on the Company’s website in accordance with the Code. Each year, the Supervisory Board compiles a remuneration report, which contains an explanation of the remuneration of the individual members of the Board of Management.

The remuneration policy as adopted by the General Meeting on 22 April 2020 and the 2020 remuneration report are available on the Accell Group website (under ‘Corporate Governance/Remuneration’). The 2021 remuneration report for the Board of Management will be put on the agenda of the General Meeting of 20 April 2022 for an advisory vote.

The Company does not provide any personal loans or guarantees to members of the Board of Management, managers, or other employees. Accell Group has the usual indemnity and insurance arrangements with respect to normal company business, and these arrangements cover members of the Supervisory Board, the Board of Management, managers, and other employees.

 

SUPERVISORY BOARD

The Supervisory Board supervises and advises the Board of Management on the performance of its management tasks and supervises the overall development of the Company. In the performance of its tasks, the Supervisory Board is guided by the interests of Accell Group and its affiliated enterprise and takes into account the relevant stakeholder interests in this context. The members of the Supervisory Board regularly discuss the Company’s long-term value creation strategy, its execution and the associated key risks, while paying specific attention to the effectiveness of the internal risk management and control systems and the integrity and quality of the Company’s financial reporting. The Board of Management provides the Supervisory Board with all the information it requires to perform its tasks and does so in a timely manner.

In its periodic meetings with the Board of Management, the Supervisory Board discusses a number of subjects, including the general state of affairs, as well as financial reporting based on the operational plan for the year under review (half-yearly and annual reports, interim financial statements, balance sheets, income statements, cash flow statements and capital investments). The agenda also includes subjects such as major investments and/or divestments, management developments, human resources, the relationship with shareholders, the dividend proposal, the independent auditor’s management letter and follow-up actions, involvement in setting the operational plan with the operational and financial goals for the next year and involvement in setting the long-term strategy at least every fifth year.

At least once a year, the Supervisory Board discusses the progress of the strategy and the principal risks connected to the business, the Board of Management’s assessment of the organization and the operation of the internal risk management and control systems, as well as any significant changes to those systems.

The Supervisory Board has drawn up regulations, which include the distribution of its tasks and its operating methods. The regulations also include a section on its interaction with the Board of Management and the General Meeting. The current regulations were adopted by means of a resolution dated 4 March 2020. The regulations can be found on the Accell Group website (under ‘Corporate Governance/Supervisory Board').

The Supervisory Board is composed of at least three members. The General Meeting appoints the members of the Supervisory Board based on nominations drawn up by the Supervisory Board. The General Meeting can reject the nomination with an absolute majority of the votes cast, representing at least one-third of the issued share capital. If the nomination is rejected, the Supervisory Board shall draw up a new nomination. In the event that the General Meeting fails to appoint the nominee and also fails to reject the nomination, the Supervisory Board shall appoint said nominee. In the event of vacancies, the Supervisory Board announces the nominations simultaneously to the General Meeting and the Works Councils of Accell Nederland B.V. and Accell IT Services B.V. The General Meeting and the Works Councils are entitled to recommend nominees to the Supervisory Board for appointment as members of the Supervisory Board. The Supervisory Board will fill the nominations for one-third of the number of members of the Supervisory Board with persons recommended by the Works Councils acting jointly, unless the Supervisory Board objects to said recommendation and provides sound grounds for such objection.

A member of the Supervisory Board shall, in general, resign no later than on the day of the first General Meeting held four years after their appointment and immediately after the end of said meeting. A resigning member of the Supervisory Board may be reappointed immediately in accordance with the Company's articles of association and the internal regulations of the Supervisory Board.

The members of the Supervisory Board receive a remuneration to be determined by the General Meeting in accordance with the remuneration policy for the Supervisory Board as adopted by the General Meeting on 22 April 2020. The remuneration policy and the Supervisory Board’s 2021 remuneration report are available on the Accell Group website (under ‘Corporate Governance/Remuneration’) and will be put on the agenda of the General Meeting on 20 April 2022 for an advisory vote.

The Supervisory Board has drawn up a retirement schedule, which is published on the Accell Group website (under ‘Corporate Governance/Supervisory Board').

As from 21 April 2021 onwards, the Supervisory Board consists of five members and has appointed two committees from its midst. The Audit Committee consists of Ms Daniëlle Jansen Heijtmajer (chair) and, Mr Luc Volatier (as from 1 January 2022). The Selection and Remuneration Committee currently comprises Mr Gert van de Weerdhof (chair), Mr Luc Volatier and Mr Rob ter Haar.

These committees are tasked with preparatory activities as part of the Supervisory Board’s decision-making process. By means of a resolution dated 4 March 2020, the Supervisory Board established revised regulations for the Audit Committee and the Selection and Remuneration Committee. These regulations can be found on the website (under ‘Corporate Governance/Supervisory Board’). It is the task of the committees to support and advise the Supervisory Board with respect to the items that are under the committees’ responsibility and to prepare the Supervisory Board’s decisions regarding those items. The Supervisory Board as corporate body remains responsible for how it performs its tasks and for the preparatory work carried out by the committees. The committees submit reports on all their meetings to the Supervisory Board.

The Supervisory Board has drawn up a profile of its size and composition, taking into account the nature, size and operations of Accell Group and the desired expertise and background of the members of the Supervisory Board. The profile that was established in 2011 and updated in September 2020 can be found on the Accell Group website (under ‘Corporate Governance/Supervisory Board’). The profile was presented to the General Meeting (for information purposes) on 21 April 2021.

The Supervisory Board has appointed from its midst a chair and a vice-chair, and is assisted by a Company Secretary. The Supervisory Board aims to align the experience and expertise of its members effectively with the nature, activities and strategy of Accell Group. The Supervisory Board’s composition is such that the members can operate independently and critically, vis-à-vis each other, the Board of Management and any Company interest whatsoever. The Company has established an introduction programme for persons appointed to the Supervisory Board.

 

COMPOSITION BOARD OF MANAGEMENT
AND SUPERVISORY BOARD

The Board of Management and Supervisory Board are composed in such a way that the required expertise, background, and competencies are independently represented to ensure it can fulfil its tasks effectively. With respect to the distribution of seats on the Board of Management and Supervisory Board, the Supervisory Board strives for diversity in terms of education, professional experience, age and gender.

The profile for the Supervisory Board includes requirements relating to diversity and inclusion. Besides gender, diversity in background, nationality, expertise and experience are all equally important to maximizing value in the Supervisory Board. These diversity requirements, and the requirements of new Dutch legislation as of 1 January 2022 (which introduces a quota for Supervisory Board membership of at least one-third for both women and men) will be taken into account in the search for new Supervisory Board members. Since 2021, the Supervisory Board includes two female members out of a total of five members. The Company hereby already meets the quota requirements of the new legislation. The Supervisory Board also resolved that the diversity and inclusion requirements defined in the profile for the Supervisory Board will apply equally to the Board of Management.

The appointment of Ms Francesca Gamboni to the Board of Management as from 1 February 2022, results in a Board of Management membership which is in line with our diversity and inclusion targets. This is not limited to gender participation but also takes into account background, nationality, expertise and experience. The two new appointments to the Supervisory Board in 2021 and the appointment of Ms Gamboni to the Board of Management early 2022 increased the diversity of both Board of Management and Supervisory Board considerably. Both bodies can now be considered to be commensurate with the latest legislation and with our own internal diversity and inclusion policy.

In 2020, the Company launched a Diversity & Inclusion policy, which can be found on our website, with the CEO taking the lead as sponsor. A group-wide programme embedding diversity and inclusion is established and parts were already launched in 2021. In accordance with new legislation as of 1 January 2022 setting balance targets for board and senior management level, the Company sets the target for gender participation in 2025 to have at least 30 per cent female members in the most senior leadership team, which currently counts approximately 80 members, 18 of which are female. Besides gender, diversity in background, nationality, expertise, and experience are also important aspects. Accell Group will increase its attention to women in our management development programmes, to ensure that the increase in the number of women in senior management positions is warranted. In addition, external recruitment agencies will be instructed to identify capable female candidates for senior management positions. Finally, the Company will give preference to women in the event of equal suitability.
Notwithstanding the above, it should be noted that, especially at executive level, achieving the gender target is proving to be difficult due to the nature of our business and the lack of female candidates with sufficient management experience in our industry. It is therefore difficult to predict when we are likely to achieve this target.

GENERAL MEETING

Key powers, such as powers regarding resolutions to amend the articles of association, substantial legal mergers and/or spin-offs that change the character of the Company, and the adoption of the annual accounts, reside with the General Meeting. In addition, the General Meeting adopts the remuneration policy for the members of the Board of Management and Supervisory Board and sets the remuneration for the Supervisory Board. The dividend policy and discharge of the Board of Management and Supervisory Board are also regular items on the agenda of the General Meeting. Accell Group provides shareholders with reports on shareholders’ meetings, as stipulated in the Code. Within 15 calendar days after each General Meeting, the results of the votes per agenda item are published on the Company’s website. A General Meeting is convened at least once a year and is chaired by the chairman of the Supervisory Board.

Accell Group considers it important that as many shareholders as possible participate in the decision-making processes of the General Meeting and those entitled to vote are therefore given the opportunity to appoint proxies or to extend voting instructions ahead of the General Meeting. The engagement of many shareholders, participation in the decision-making process and the level of attendance at the General Meetings in recent years ensure that the corporate governance system operates effectively. At the General Meeting held on 21 April 2021, which was held by means of a webcast without shareholders being present, given the COVID-19 restrictions that were in place, 63.35% of the total number of issued shares was either present or represented.

FINANCIAL REPORTING, THE EXTERNAL
AND INTERNAL AUDITOR

The Board of Management is responsible for the quality and completeness of the financial reports that are published. Before being presented to the General Meeting for adoption, annual financial statements as prepared by the Board of Management must be examined by an external certified public auditor.

The General Meeting has the authority to appoint the external independent auditor. The Supervisory Board nominates the auditor for (re-)appointment by the General Meeting once a year, taking into account the advice of the Audit Committee, while giving due consideration to the Board of Management 's considerations. The external auditor attends all Audit Committee meetings and the meetings of the Supervisory Board in which the annual financial statements are to be approved and in which the year-end report of the external auditor is discussed. Prior to publication, the external independent auditor reports its findings related to the audit of the annual accounts simultaneously to the Board of Management and the Supervisory Board and records the results of its findings in a statement. During the General Meeting, the external auditor will be present and may be questioned about its statement regarding the true and fair nature of the financial statements.

KPMG Accountants N.V. has been nominated and appointed as the external independent auditor for Accell Group since 2016 and up to and including the financial year 2022. The Supervisory Board has put forward KPMG Accountants N.V. for reappointment as external auditor for the financial year 2023 on the agenda for the General Meeting of 20 April 2022.

Accell Group has an internal audit function, which operates under the responsibility of the Board of Management, with lines to the CEO, CFO, and the Audit Committee. The role of the internal audit function is to assess the design and the operation of the internal risk management and control systems. The scope of the internal audit function’s work is regulated in an Internal Audit Charter. In line with the Code both the appointment and dismissal of the Head of Internal Audit shall be submitted to the full Supervisory Board for approval, with a recommendation issued by the Audit Committee. In line with the Code, the Board of Management and the Audit Committee are involved in the preparation and approval of the annual internal audit plan, which is submitted to the Board of Management and Supervisory Board for approval. Internal Audit reports are discussed with the Audit Committee in the presence of the external auditor.

CODE OF CONDUCT

The Board of Management established a new and broadened internal Code of Conduct in 2021. This Code of Conduct incorporates the desired conduct expected of everyone within Accell Group every day. The Code of Conduct also includes instructions and recommendations on how employees should conduct themselves in certain specific situations. The full text of the internal Code of Conduct is available on the Accell Group website (under 'Corporate Governance’).

Accell Group has laid down its requirements for suppliers and other parties involved in the production and sourcing process in a separate code of conduct. These requirements relate to issues including the prohibition of child labour, involuntary labour and discrimination, safety requirements, environmental requirements, and labour conditions. The Code of Conduct for suppliers is available on the Accell Group website (under 'Corporate Governance’).

WHISTLE-BLOWER REGULATIONS

The Board of Management has established whistle-blower regulations, an internal compliance committee and an internal investigation procedure; in 2020, a whistle-blower line operated by an external professional party became operational, so whistle-blowers can (anonymously) report alleged irregularities without harming their legal position. Relevant documents can be found on the Accell Group website (under 'Corporate Governance’).

INSIDER TRADING REGULATION

The Insider Trading Regulation established by the Board of Management aims to provide rules to support the legal provisions aimed at preventing insider trading. The basic premise of the Insider Trading Regulation is that people should not execute or recommend transactions in Accell Group shares and other Accell Group financial instruments if they are in possession of inside information, such in accordance with Regulation (EU) no. 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse (Market Abuse Regulation).

Pursuant to the Insider Trading Regulation, persons with a reporting obligation (including members of the Board of Management and the Supervisory Board) and the so-called designated persons at Accell Group are subject to various closed trading periods, announced by the Compliance Officer, in which they are not allowed to conduct any transactions, regardless of whether they are in possession of inside information or not. In line with the Insider Trading Regulation, persons with a reporting obligation and designated persons must report any transactions they have executed to the Compliance Officer. Those with a reporting obligation must also report their transactions to the Dutch Financial Markets Authority (AFM).

On 12 December 2014, the Supervisory Board established a regulation that includes several provisions related to the possession of and transactions in securities by members of the Board of Management and of the Supervisory Board, other than those issued by their ‘own’ Company. This is the regulation referred to in the last sentence of best practice provision 2.7.2 of the Code.

TRANSACTIONS INVOLVING POTENTIAL CONFLICTS OF INTEREST

Any form of appearance of conflicting interests between the Company and members of the Board of Management and/or Supervisory Board members must be avoided. Decisions to enter into transactions that might lead to a conflict of interest on the part of a member of the Board of Management and that are of material importance to the Company and/or the member of the Board of Management in question must be approved by the Supervisory Board.

In the financial year 2021, there were no transactions involving a conflict of interest with members of the Board of Management or the Supervisory Board or with majority shareholders as provided for in best practice provisions 2.7.4 and 2.7.5 of the Code.

The Supervisory Board regulations include rules on how to deal with (potential) conflicts of interest involving members of the Board of Management or the Supervisory Board and the external auditor in relation to Accell Group and stipulate which transactions require the approval of the Supervisory Board.

PROTECTIVE MEASURES

The Supervisory Board will be involved closely and in a timely fashion in the process related to any offer for shares in the Company, and the Board of Management and the Supervisory Board will immediately discuss any request from a potential bidder to examine Company information.

 

With regard to the protection against undesirable developments that might affect the independence, continuity and/or identity of the Accell Group and its affiliated enterprise, the Company has the option to issue cumulative preference shares B. A call option has been granted to the Stichting Preferente Aandelen Accell Group for those cumulative preference shares B.

MORE INFORMATION

For more detailed information regarding these protective measures, see section Stichting Preferente Aandelen Accell Group.