3.2
Supervisory Board Report

FOCUS ITEMS 2021

GENERAL

We look back at 2021 as a successful and dynamic year for Accell Group, which not only manifested itself by the growth of our business and profits, but also through developments to enhance governance, internal controls and Groupwide cooperation. 

As expected, the challenges of the global component shortages in our industry which started in 2020 continued in this year. The Group was able to build upon its experience and insights gained last year and took measures to reduce the impact of the shortages on our product deliveries. Our good 2021 financial results allowed the Company to fully repay the remaining amount of € 69 million under the “GO-C” credit facility granted by the Dutch government, which was issued after the start of the pandemic. 

Special reference is made to the steps made by the organization towards the strengthening of its risk management processes, leading to a more standardized approach and risk reporting across all Group companies and contributing to the improvement of internal processes. 

Culture, people and values are all deemed important topics and were introduced this year on the agenda of our Supervisory Board and will continue to be recurring topics for the years ahead. During 2021, Accell rolled out its new Code of Conduct through its “Right on Track” programme. This Code of Conduct is specifically written for Accell’s employees, managers, directors and Board members and is separate from Accell’s Code of Conduct for Suppliers. The Supervisory Board shares management’s view that a strong set of values that respect people, society and the planet are critical to build a purpose-led and successful company. The environmental impact of our products is now a key point of attention and is becoming an integral part of our innovation processes.

 

Positively, in 2021 several talented and skilled professionals chose to join Accell and an initiative to improve our succession planning and talent development is already beginning to bear fruit.  

The Supervisory Board is pleased with these actions initiated by the Board of Management. 

The relationship of our Board with the Board of Management continued to be constructive and transparent throughout the year. A broad range of relevant topics was discussed in addition to the performance of the business.  Furthermore, Supervisory Board members met with senior staff on various occasions and together with the Board of Management a visit was paid to the operations of Lapierre in Dijon. 

During the year under review, the composition of our Supervisory Board changed. In April 2021, Peter Ernsting resigned after 10 years of service. We welcomed two new members, Luc Volatier and Eugenie van Wiechen, with specific expertise in operations and digitization respectively. As a result, our Supervisory Board now comprises five members and has become more diverse in terms of gender, skillsets and nationality. 

In the fourth quarter of 2021, the Board of Management was unexpectedly approached by a consortium of Kohlberg Kravis Roberts & CO L.P. and our largest shareholder Teslin Capital Management B.V.. (together “the Consortium”) with an expression of interest to acquire all outstanding shares in the capital of the Company and accelerate Accell Group’s growth trajectory as a private company. From that moment on, this matter has been at the top of the agenda of both our Boards. To facilitate the communication and interaction with the Board of Management and the external advisors, after a conflict-of-interest check, the Supervisory Board formed a special committee composed of Rob ter Haar and Luc Volatier. This committee was tasked by the Supervisory Board to follow developments on an ongoing basis and to advise the Board of Management whenever appropriate. While the special committee was involved on a daily basis, the full Supervisory Board was informed regularly and was involved in all strategic decisions. Throughout the process, due consideration was given to the interests of all stakeholders, in line with our fiduciary duties and responsibilities. The Supervisory Board also engaged its own financial and legal advisors to provide support on this specific item. 

By the end of January 2022 this process resulted in a merger agreement with the Consortium and an Offer price of € 58.00 per share. 

In our opinion the Offer made by the Consortium is compelling for the shareholders, employees and other stakeholders of Accell Group. The Offer represents a fair price at an attractive premium, favourable non-financial terms and a high deal certainty while fully respecting existing commitments with employees, clients and suppliers. Importantly, the Consortium endorses, and is prepared to invest in, the Company’s strategy, based on organic growth complemented with targeted acquisitions when appropriate. 

We therefore unanimously recommend the offer made by the Consortium for acceptance by Accell Group’s shareholders. The Offer will be discussed in an Extraordinary General Meeting of Shareholders in 2022.

 

OVERVIEW ACTIVITIES AND MEETINGS IN 2021

The Supervisory Board held six plenary meetings in 2021, all according to schedule, and held seven additional meetings of which five were dedicated to the approach made by the Consortium. In addition, our Selection and Remuneration committee held five meetings and there were five meetings of our Audit committee. All regular and additional Supervisory Board meetings were attended by the Board of Management. We also held four closed sessions, mostly preceding or following regular meetings, in the absence of the Board of Management. All Supervisory Board members attended the Annual General Meeting of Shareholders in April, while the Extraordinary Meeting of Shareholders in December was attended by the chairman of the Supervisory Board and the Chairman of the Selection and Remuneration committee.

In the hands-on, open and informal spirit that characterizes Accell Group, our Board members actively engage with the Board of Management as well as with the wider management group. This gives us an opportunity to share information on an informal basis and give advice when appropriate. The Chairman frequently interacts with the CEO and his colleagues and with the Company Secretary. Similarly, the chairs of the Audit committee and the Selection and Remuneration committee stay in touch with the managers in the areas that fall under their oversight. 

The discussions in our Board are largely based on documents and presentations by the Board of Management and/or advisors. By way of preparation, many subjects are (also) extensively addressed in advance in the committee meetings.

Board attendance was high throughout 2021, with members rarely absent and there was always sufficient quorum to take valid decisions.

Change layout to 1 column

  SUPERVISORY BOARD AUDIT COMMITTEE SELECTION AND REMUNERATION COMMITTEE
Mr. Rob ter Haar 100% 100% 100%
Mr. Peter Ernsting
(resigned 21 April 2021)
100% - 100%
Ms. Danielle Jansen Heijtmajer 100% 100% -
Mr. Luc Volatier
(appointed 21 April 2021)
100% 100%* -
Mr. Gert van de Weerdhof 85% 100%** 100%*
Ms. Eugenie van Wiechen
(appointed 21 April)
100% - -
* From May to December 2021
** Till April 2021

Luc Volatier will join the Selection and Remuneration Committee as well as the Audit Committee from 1 January 2022 onwards, while Eugenie van Wiechen will join the Audit Committee as from 21 April 2022; the year 2021 was considered to be a transitional year during which they could get acquainted with the business and participate as guests in various committee meetings.

To ensure that no important matters are overlooked in the discussions, we work with an annual calendar. In the regular meetings in 2021 with the Board of Management, the Supervisory Board was updated on a number of recurring items, such as extensive business updates, news regarding Accell Group, financial performance, net working capital and cash management developments, budget setting and financial forecasts, financing and the tracking of bank covenant ratios, investor relations, reports on the operating companies, developments in the markets in which Accell Group operates, progress made with business projects and strategic initiatives, key legal contracts and divestment and acquisition opportunities. Newly added items are succession planning and talent management, culture and people. Other matters discussed included the 2021 interim report and interim statements. 

During 2021 global supply chains were still severely impacted by the disruptions caused by the pandemic. For our industry this led to component shortages, not only affecting our production but also our stock positions and trade working capital. Throughout 2021 we closely monitored the developments and provided advice.

In early March 2021 we discussed the 2020 annual report and financial statements. During the year 2021 no dividend proposal was made as dividend limitations applied for the time the GO-C facility was drawn. In that meeting we also assessed the performance rating of the bonusses for the financial year 2020 and the vesting of the conditionally granted long-term performance shares over the past three years. We also set the performance criteria for the 2021 short-term (bonus) and long-term (conditional shares) remuneration for the Board of Management.

With respect to the 2021 annual results, in the meeting of our Board held on 3 March 2022 we discussed and endorsed the Company’s 2021 annual report and financial statements. We also approved the proposal by the Board of Management not to distribute dividend over the financial year 2021 in view of the bid made by the Consortium in January 2022 of € 58.00 (cum dividend) per share. Under the terms of the bid, any dividend will be deducted from the offer price of € 58.00. 

RISK MANAGEMENT

By the end of 2021 we concluded in our annual risk management review meeting that the Company’s risk and control systems are in place and working.

We agreed with the Board of Management in 2020 that Accell Group would take further steps to improve risk and internal control management, in particular the formalization of risk controls and remedial measures. During 2021 the Board of Management took important steps to further professionalize the risk management process in order to control and mitigate inherent risk, for example by introducing a new internal control framework. The Supervisory Board is pleased with these steps, as well as the attention given by the Company in 2021 to compliance. 

We recognize that a number of improvements are still in the design or roll-out phase, but we are confident that the organization is on track to implement the new processes at all the operating companies. 

INTEGRITY

We adopted the revised Code of Conduct and are satisfied with the manner in which it was rolled out in 2021 across the entire Accell Group with mandatory acceptance and training by all functions. This Code is one of the ways Accell’s values are put into practice. Our Board is convinced that it will be clear to all stakeholders, including employees, customers, investors and authorities that Accell takes ethics and integrity very seriously. Good business conduct shall support the success and reputation of the Company. 

SUSTAINABILITY

In line with its strategy, the Company is serious about preventing or minimizing the environmental impact of its activities and products. We acknowledge that good progress was made in 2021. “Environment and Sustainability” is part of the Code of Conduct that was rolled out in 2021. In our meeting in October 2021, we discussed the Company’s ESG strategy (Environmental, Social and Governance). The Company started a new project to already prepare for the upcoming EU rules regarding ESG that will come into effect in 2023. Those rules make companies like Accell responsible not only for their own actions, but also for the ethical and environmental impact of actions of all parties engaged by Accell Group in its supply chain. The Supervisory Board appreciates that this will be a challenging project for the Group. However, it may underscore the leading industry role of Accell Group in contributing to the protection of the environment. The inclusion of challenging sustainability KPI’s on the Board of Management long-term incentives support the importance of this topic for the Company.

STRATEGY AND OPERATIONAL PLAN

Monitoring the development of the Company’s strategy and its implementation is a regular topic of discussion with the Board of Management. In our September meeting a full day was dedicated to the annual strategic update on the '2022 Lead Global, Win Local' strategy, with in-depth presentations by senior management on important strategic priorities such as innovation, product availability, service and omnichannel with increased emphasis on direct-to-consumer transactions.

In our October meeting we focused on a number of specific strategic topics, such as the updated business strategy for “Parts & Accessories” where a strategic roadmap to align this business even more with the mainstream bike business was endorsed. Also, Human Resources presented their vision, where it was agreed that the people component is permanently added to Accell’s overall strategy.

The Supervisory Board is looking forward to the presentation and substantiation of the Company’s vision on long-term value creation and strategy covering the period 2022-2027. 

SHAREHOLDERS AND INVESTOR RELATIONS

Accell believes that an open and regular dialogue with shareholders and investors is important to explain the Company’s strategy and performance and to receive their feedback. Our Board closely follows Accell Group’s investor relations activities, trading updates, share price developments and the composition of the shareholder base. These are evaluated on a regular basis with the Board of Management, along with feedback from investor roadshows and the comments received at the Annual General Meeting. We discuss press releases related to the Company’s performance and leadership prior to publication. 

End 2020 the Company’s internal response manual related to a potential (hostile) takeover was updated. This was discussed several times during 2021, for example, at moments where major shareholders changed their interest in Accell, increasing the risk of vulnerabilities for a stable shareholder base of the Company. An external adviser regularly updated the Board of Management and our Board on various developments in this perspective, such as the development of the share price.  

Together with the Board of Management, we prepared the General Meeting of April 2021 and the Extraordinary Meeting of Shareholders of December 2021, which both — due to COVID-19 restrictions — could be followed via a webcast with a chat facility and telephone line for questions. We evaluated the results from these meetings and were pleased to note that all proposals submitted to a vote by shareholders were adopted.

COMPOSITION AND FUNCTIONING OF THE SUPERVISORY BOARD AND THE BOARD OF MANAGEMENT

In our meeting of December 2021, we discussed the preferred profile, composition and expertise of our Board and the Board of Management and concluded that the present settings were still relevant and that there is no need for amendments.

Supervisory Board

The members of the Supervisory Board collectively represent a broad range of experience and expertise. This allows us to exercise effective oversight and to provide the management with support in their running of Accell Group's business. 

Up until 21 April 2021 the Supervisory Board consisted of four members. As per that date Peter Ernsting resigned due to the expiration of his third and final term and two new members joined our Board. Our Board currently therefore consists of five members. Peter Ernsting was succeeded by Luc Volatier, who brings in more than 30 years of experience in senior executive positions in operations and supply chain management, and board positions in a variety of international businesses. Eugenie van Wiechen was appointed as Supervisory Board member as a result of the decision to expand our Board from four to five members. She has over 25 years of experience in strategic consultancy and executive roles in media and online focused businesses. 

According to the rotation schedule, both Danielle Jansen Heijtmajer and Gert van de Weerdhof are scheduled to step down in April 2022 when their first terms as members of the Supervisory Board will expire. Both members have indicated they are available for reappointment for a second term of four years. As their expertise is still relevant to the Supervisory Board as a whole and in view of the significant contribution they made during their first term, the Supervisory Board recommends that the General Meeting in April 2022 reappoints them both for another term. Gert van de Weerdhof will then continue to serve as the vice-chair of the Supervisory Board and as chair of the Selection and Remuneration Committee. Danielle Jansen Heijtmajer will remain chair of the Audit Committee. 

If the bid by the consortium is settled, Danielle Jansen Heijtmajer, Gert van de Weerdhof and Eugenie van Wiechen will step down from their positions as Supervisory Board members. If settlement of the bid does not occur, all five Supervisory Board members will keep their positions for the remainder of their term.

The Supervisory Board meets the requirements of the Dutch Corporate Governance Code on independence. It also complies with the rules to the effect that its members do not hold more than five supervisory board positions at “large” publicly listed Dutch companies. This gives the members sufficient time to fulfil their responsibilities properly, both individually and as a team. The Supervisory Board meets the requirements of the Code regarding the independence of its Chairman, the other Supervisory Board members and the Board as a whole. The Supervisory Board is not aware of any conflicts of interests between the Company and members of the Supervisory Board.

In the fourth quarter of 2021 we performed our annual self-assessment, which consisted of anonymous on-line questionnaires similar to the ones used in 2020, followed by a closed discussion in our Board in which we discussed the conclusions and suggestions for improvement. Items assessed included organization, composition and profile, the Board’s size, mix of skills and experience, decision-making and follow-up of discussions during meetings, induction and performance, role and areas of supervision, the relationship with the Board of Management, the support of the Company Secretary and the performance of the Chairman. We extended this process to the members of the Management Board and the Company Secretary. We shared the conclusions and recommendations in our closed meeting early 2022 and concluded that the outcomes were unanimously positive, and no major shortcomings were identified. There were useful suggestions for improvement such as on learning and development. We will keep under review our efforts to provide adequate training and development both for individual Board- and Supervisory Board members and make time available within the board calendar for Board training on matters of interest to the Board and relevant to the company.

The Supervisory Board was operational in its new composition, with three existing and two new members during a period of nine months in 2021. Due to COVID-19 restrictions, members predominantly participated in meetings online. Fortunately, our Board was able to organize a Company visit to the operations of Lapierre in France during the third quarter of 2021. All Supervisory Board members participated in that visit which allowed us to interact in an informal setting. 

Diversity

Both the Supervisory Board and the Board of Management recognize the benefits and importance of diversity in their composition. Diversity is not limited to gender, but also includes skills, background, experience and nationality. The profile for our Board includes a target minimum of one-third for female and male board members. This target applies equally to the Board of Management.

As of 1 January 2022, it is legally required in the Netherlands for listed companies to target a ratio of at least one-third male members and at least one-third female members on their Supervisory Board. We are pleased that since April 2021 our Board is composed of three male and two female members and we are compliant with legislation. 

With the Board of Management, we recognize that gender diversity at the top should also come from a balanced composition in terms of gender in other layers of the organization. The Company therefore devotes specific attention to women in its management development programme and recruitment process. However, it will take time before these measures lead to achieving the target on gender diversity at executive level, given the traditional overrepresentation of males in our industry.

Board of Management

The Board of Management was comprised of three members until 10 June 2021, the date that Jeroen Both stepped down from his role as Chief Supply Chain Officer. Since that date, the Board of Management is composed of two members, Ton Anbeek (CEO) and Ruben Baldew (CFO). Peter Ernsting, who stepped down as Supervisory Board member in April 2021, was willing to take on the role of Chief Supply Chain Officer (CSCO) as from July 2021 onwards on an ad interim basis. During this interim period he did not join the Board of Management. 

Following a European-wide search, after the Extraordinary Meeting of Shareholders on 15 December 2021, Francesca Gamboni was appointed as member of the Board of Management and CSCO with effect of 1 February 2022. On the same date, Peter Ernsting ended his interim role. We are very grateful for his contribution. 

Francesca Gamboni is a seasoned supply chain executive with international experience. She has been deeply involved in a variety of complex business projects during her career and is recognized for her leadership and strong operations skills. In her role as CSCO, Francesca will be responsible for managing the global supply chain and operations with a focus on supporting the future growth and innovation of Accell Group, based on her knowledge and experience in the automotive industry.

In March 2021 we set personal targets for each member of the Board of Management and we monitored their performance over the course of the year. In December 2021 we assessed the performance of the two remaining members. We also consulted a number of major stakeholders. Based on our own observations and the information received, we provided the Board of Management with feedback. Our overall conclusion is that both CEO Ton Anbeek and CFO Ruben Baldew performed very well in the year under review. In view of the expiration of their terms as CEO and CFO of the Company in 2022, the Supervisory Board has decided to nominate them for reappointment after the General Meeting in April 2022. 

We concluded that none of the Board of Management members holds more than two supervisory positions at large organizations or a position as chairman of such a supervisory body. This is in line with the Dutch Management and Supervision Act and the Corporate Governance Code. No conflicts of interest between the Company and any member of the Board of Management were reported. 

2021 FINANCIAL STATEMENTS AND DIVIDEND

The Board of Management has prepared this annual report, including the 2021 financial statements. The financial statements have been audited by the external auditor, KPMG Accountants N.V.; the unqualified independent auditor’s report is included in Other Information/Appendices of this annual report. 

The Supervisory Board discussed the 2021 draft financial statements with the Board of Management and KPMG in a meeting on 3 March 2022 and we concluded that we agree with the 2021 financial statements.

Accell Group will not make a dividend proposal to the General Meeting 2022 in view of the bid made by KKR of € 58.00 (cum dividend) per share; under the terms of the bid, any dividend will be deducted from the offer price of € 58.00. 

The members of the Supervisory Board and Board of Management have signed the 2021 financial statements pursuant to their statutory obligation under article 2:101 §2 of the Dutch Civil Code. The members of the Board of Management have also issued the statements required under article 5:25c §2.c of the Dutch Financial Markets Supervision Act (Wet op het Financieel Toezicht).

The Supervisory Board recommends that the General Meeting adopts the 2021 financial statements, and discharges the members of the Board of Management for their management of the Company and its affairs in 2021 and the members of the Supervisory Board for their supervision of said management.

 

CONCLUDING REMARKS

Like 2020, 2021 was also an eventful and challenging year. Top of mind were the challenges with the supply of components. Despite the ongoing threat posed by the pandemic, the results achieved are very gratifying. However, the Board of Management not only focused on the achievement of good financial results and improvement of services to our consumers and customers. It also made important steps to enhance a variety of policies and processes, including risk management and the related hard and soft controls and steps towards harmonized tools and data management. In addition to all this, in the fourth quarter of 2021 management had to lead the process which started following the expression of interest by the Consortium and which resulted in January in a recommendation to accept the offer of € 58.00 per share for the outstanding capital in the Company.

None of this would have been possible without the contribution and commitment of our Accell Group colleagues, everywhere and at all levels of the Group. The Supervisory Board is confident that in the years ahead, with the support of our entire organization, Accell Group will be able to expand its leading position in the European bike, cargo and P&A markets.

Heerenveen, the Netherlands, 3 March 2022

Rob ter Haar, Chairman
Gert van de Weerdhof, Vice-chairman
Daniëlle Jansen Heijtmajer 
Luc Volatier
Eugenie van Wiechen 

AUDIT COMMITTEE

Ms D. Jansen Heijtmajer (chair), Mr G. v.d. Weerdhof (till April 2021), Mr R. ter Haar (by invitation from 1 April till 31 December 2021)

The Audit Committee supports the Supervisory Board in the execution of its supervisory tasks and in the preparation of decision-making in the fields of financial reporting, risk management and internal controls. 

The Audit Committee consists of the financial expert and at least one other member of the Supervisory Board. The chair of the Audit Committee is the first point of contact for the external auditor should the latter find any irregularities in the Company’s financial reporting.

The Committee met five times in 2021 (2020: four times) all according to schedule. The meetings were also attended by the CFO, the Group Finance Director and the internal and external auditors, except for the closed meetings between the Supervisory Board and the external auditors KPMG on 4 March and 21 July.

The chair of the Committee had regular contact with the CFO in between meetings to discuss focus items such as the financial performance, cash-flow and working capital developments, the options for the repayment of the new financing facilities under the GO-C guarantee and the adjustment of credit facilities by the banking consortium, the progress on IT implementation, pension matters in the UK and other business risks and matters. Similarly, the chair was in regular contact with the manager of Internal Audit to discuss any issues, reports on compliance with the Code of Conduct and audit findings. 

The Committee shared its deliberations and findings in the Supervisory Board meeting following each Audit Committee meeting.

In the year under review, the Audit Committee executed the regular preparatory tasks and responsibilities, that were recurring items in most of the Committee's meetings, and were related to the:

  • Company’s financial performance and progress on budget and financial forecasts.
  • Integrity and quality of the financial reporting.
  • Discussion of the financial statements, the “in control statement” and the external auditor’s report on 2021.
  • Effectiveness of the internal risk management control systems and how these are embedded in the Company.
  • Compliance with relevant bank covenants.
  • Relationship with the internal auditor and external auditor, including the independence of the external auditor, as well as the progress and priorities on follow-up actions related to key audit findings and other recommendations in the 2021 management letter and in internal audit reports.
  • Review and approval of the 2021 audit plan and related fee proposal as presented by the external auditor, as well as the effectiveness of the external audit process in 2021.
  • Annual evaluation of the internal audit function, as well as advice on the internal audit plan.
  • Effects of and preparations for and progress in alignment with new reporting standards, legislation and regulations.
  • The 2021 annual report and financial statements, as well as the “in control statement” and the external auditor’s report were discussed in the Audit Committee meeting held on 2 March 2022.

In 2021 the Audit Committee also discussed the progress of embedding the newly established internal control framework, the annual compliance plan 2021 and the roll-out of the new Code of Conduct. The Committee concluded that good progress is being made on Groupwide ERP harmonization and rationalization of the current IT landscape by the migration of various tools into a combination that will reduce IT management complexity and improve productivity. Other topics of review in 2021 included the security action plan and how the Company deals with increased awareness for cybersecurity risks, as well as the updated data privacy programme. The Committee further received an update from the legal & compliance department where it was concluded that considerable progress has been made during the past two years and that more legal advice is rendered in-house.

The Committee is pleased that in order to enforce the effectiveness of risk management in the Company during 2021 a Risk Advisory Board (“RAB”) was established as the cornerstone of the Company’s three lines of defence model. The RAB carries the responsibility to manage and facilitate the risk management process across the entire Accell Group. This is an important improvement towards measuring the effectiveness of the risk mitigation measures and standardized risk reporting. This approach will result in new policies for identified risk areas, with soft controls providing further insight in the status of operational controls and culture. In addition, the decision by the Company to focus on a more data-driven approach by prioritising master data management where business intelligence will be further enhanced to facilitate, verify and challenge business decisions was welcomed by the Committee.

The Committee concludes that good progress was made on all of the above-mentioned topics that will further improve the internal controls of the Company.

The Audit Committee extensively discussed the external auditor’s 2021 management letter, including their observations, findings and recommendations. In general, the Committee is satisfied with the manner in which most of the findings from previous years were addressed by the Company. The main observations in the management letter 2021 relate to advice for Accell Group to put sufficient effort into the planning and implementation of the many plans prepared in 2021, as well as the need to properly complete the entire process of implementation, including the measurement of effectiveness and impact thereof. Furthermore, the external auditor emphasized that time and energy needs to be spent on aligning all Group companies to embed the new soft controls into their processes.

The Audit Committee assessed the 2021 performance of the external auditor and considers the relationship with the external auditor to be effective, some areas of improvement as observed early 2021 were well addressed. The Audit Committee therefore proposes to the Supervisory Board that the external auditor be nominated for re-appointment by the General Meeting to audit the 2023 financial statements. This nomination was supported by the Board of Management and endorsed by the Supervisory Board.

 

SELECTION, APPOINTMENT AND REMUNERATION COMMITTEE (SRC)

Mr P. Ernsting (chair till 1 May 2021), Mr G. van de Weerdhof (chair since 1 May 2021), Mr R. ter Haar

The Selection, Appointment and Remuneration Committee supports the Supervisory Board in the execution of its supervisory tasks and prepares the decision-making in the field of selection and appointments for members of the Supervisory Board and the Board of Management, the remuneration policy and the level of remuneration and employment contract terms for members of the Board of Management. The full Supervisory Board acts as the Appointment Committee, which meets on an ad-hoc basis.

In 2021, the Committee met five times (2020: six times) according to the pre-set schedule and was also in frequent contact via (video) calls. All members of the SRC were present at the meetings and the meeting in March concerned a combined meeting of the SRC and the Supervisory Board, which was attended to by all members of the SRC and the Supervisory Board. 

A key focal point in 2021 was the search for, and appointment of, a new Chief Supply Chain Officer in the Board of Management to fill the vacancy due to the departure of Mr Jeroen Both in June, as well as the preparations for the re-appointment of the CEO and CFO and two members of the Supervisory Board. The re-appointments are scheduled for the General Meeting on 20 April 2022. 

Other matters which the Selection and Remuneration Committee focussed on in 2021 included:

  • Preparations of the remuneration proposals over 2020, in line with the performance based on pre-defined KPI’s for the LTI (conditional performance shares) for the Board of Management. Since the Board of Management in April 2020 refrained from their STI bonus over 2020 given COVID-19 conditions, no STI (cash bonus) was granted over 2020. 
  • Preparing a proposal for the fixed remuneration (base salary) as well as setting the performance criteria that apply to the STI (cash bonus) and LTI (share-based incentive) for the Board of Management over 2021. 
  • Various sessions were held regarding the vacancy that arose due to the retirement of Jeroen Both as Chief Supply Chain Officer and member of the Board of Management. Mr Both stepped down from his role in June 2021 and remained available as an advisor to the Company until 31 December 2021. Based upon a new profile, an external professional recruiter was engaged to provide suitable candidates for this vacancy. Diversity, including gender, was an important consideration in this selection process. Suitable candidates were identified and after interviews with the Board of Management and Supervisory Board members the Committee proposed to the Supervisory Board to select Francesca Gamboni as the preferred candidate. Ms Gamboni was appointed by the Supervisory Board after the Extraordinary Meeting held on 15 December 2021 and took on her role as CSCO per 1 February 2022. 
  • Succession planning within the Company: The Committee held an extensive meeting in September with the Board of Management and the HR director present.  
  • In September the profile of the Supervisory Board was reviewed, as well as the remuneration policy of the Supervisory Board and the remuneration policy of the Board of Management. All documents where approved without any adjustments being made.  
  • The Committee performed the assessment of the functioning of the Board of Management over 2021, also in view of their reappointments in April 2022, the outcomes of which were shared with the Supervisory Board. It was agreed that at reappointment date, to both Board of Management members an additional restricted grant of conditional shares will be made under the Company’s Long Term Incentive plan, to safeguard their availability for re-appointment and for retention purposes. 
  • In December the process of the self-assessment 2021 of the Supervisory Board and its Committees was discussed, the appointment of Committee members as from 1 January 2022 onwards, as well as the reappointment of two members of the Supervisory Board. The reappointments will be presented in the General Meeting to be held on 20 April 2022.
  • In that meeting the effects of the potential Bid by The Consortium on the long-term incentives (performance-based shares) held by the Board of Management were discussed. If the Bid succeeds, settlement of the conditional shares under the LTI plan will take place pro-rato-temporis and in cash, instead of shares, which is in line with the conditions of the LTI plan and the Remuneration policy.
  • Finally, the 2021 remuneration reports for the Board of Management and the Supervisory Board were drawn up, these explain how the remuneration policies were implemented in 2021.

The Supervisory Board discussed and adopted the remuneration package for the Board of Management for 2022 on 3 March 2022. At the same time, the Supervisory Board also determined the variable STI remuneration over the 2021 financial year, which was included in the 2021 financial statements.  

Based on the preparatory work of the Committee, the Supervisory Board discussed and adopted the 2021 remuneration reports for the Board of Management and the Supervisory Board in their meeting on 3 March 2022. These reports will be presented to the General Meeting on 20 April 2022 for an advisory vote.

The General Meeting of 22 April 2021 adopted the remuneration of the Board of Management and Supervisory Board over 2020, based on articles 2:135 and 2:135a of the Dutch Civil Code. The remuneration policies can be found on Accell Group's website