Accell Group is a public limited liability company that applies the full two-tier board structure. Accell Group’s corporate governance structure is laid down in the company’s articles of association and by law. The full text of the articles of association can be found on our website.
BOARD OF DIRECTORS
The Board of Directors is responsible for the management of Accell Group and for the continuity of the company and its associated enterprise. The Board of Directors is accountable to the Supervisory Board and the General Meeting of Shareholders (the ‘General Meeting’) on these issues. In the performance of its tasks, the Board of Directors is guided by the interests of the company and its associated enterprise. The Board of Directors focuses in particular on the long-term value creation of the company and in doing so weighs the relevant interests of the company’s stakeholders. The Board of Directors engages the Supervisory Board in the formulation of the strategy for the realisation of the long-term value creation and does so in a timely fashion.
The Board of Directors is responsible for the identification and management of the risks associated with the company’s strategy and activities. Accell Group has adequate internal risk management and control systems. For more detailed information, please see section 3.3 ‘Risk management’ of this report. Certain significant resolutions of the Board of Directors require the approval of the Supervisory Board. These include resolutions on major investments, share issues 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 Directors that involve significant changes to the identity or character of the company or the enterprise.
Certain significant resolutions of the Board of Directors require the approval of the Supervisory Board. These include resolutions on major investments, share issues 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 Directors that involve significant changes to the identity or character of the company or the enterprise.
On 25 April 2018, the General Meeting granted the Board of Directors the authority to repurchase Accell Group shares. The authorisation was granted under the following conditions:
- the authorisation would be valid for 18 months (until 25 October 2019);
- the Supervisory Board’s approval would be required for the acquisition of Accell Group shares;
- the number of shares would never exceed 10% of the issued share capital; and
- the acquisition price would never exceed 110% of the average share price on the preceding five trading days.
The agenda for the General Meeting of Shareholders of 24 April 2019 includes a proposal to once again grant the Board of Directors the authority to acquire Accell Group shares under the same conditions as those set out above, such for a period of 18 months.
Resolutions to issue shares are adopted by the General Meeting, insofar as and as long as it has not designated another company body. The pre-emptive rights can be limited or excluded by the company body authorised to adopt resolutions on the issuance of shares, provided that said authorisation is granted expressly to that company body. On 25 April 2018, a resolution of the General Meeting extended the period to 25 October 2019, during which the Board of Directors is authorised, with the approval of the Supervisory Board, to:
- issue ordinary shares up to a maximum of 10% of the outstanding share capital, and
- limit or exclude pre-emptive rights upon the issuance of ordinary shares.
The agenda for the General Meeting of Shareholders of 24 April 2019 includes a proposal to extend this term to 24 October 2020.
The Board of Directors represents the company insofar as the law does not stipulate otherwise. Each member of the Board of Directors also has the authority to represent the company.
The Supervisory Board determines the number of the members of the Board of Directors and appoints and dismisses the members of the Board of Directors. The Board of Directors currently has three members: T. (Ton) Anbeek (CEO), R. (Ruben) Baldew (CFO) and J. (Jeroen) Both (CSCO). The Supervisory Board has appointed one of the members, Ton Anbeek, as chairman of the Board of Directors.
The Supervisory Board determines the remuneration of the individual members of the Board of Directors, with due observance of the remuneration policy adopted by the General Meeting, most recently on 22 April 2010. Each year, the Supervisory Board compiles a remuneration report, which contains an explanation of the remuneration of the individual members of the Board of Directors.
The remuneration report of the Supervisory Board for 2018 is available via the website (under ‘Corporate Governance/Remuneration’)
The Supervisory Board supervises the manner in which the Board of Directors executes the long-term value creation strategy. The members of the Supervisory Board regularly discuss the strategy, the execution of same and the 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. In addition, the Supervisory Board provides the Board of Directors with advice. In the performance of its tasks, the Supervisory Board is guided by the interests of Accell Group and its associated enterprise and in doing so weighs the relevant interests of all the company’s stakeholders. The Board of Directors provides the Supervisory Board with all the information it requires to perform its tasks and does so in a timely manner.
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 Directors and the General Meeting. The regulations were adopted by means of a resolution dated 15 December 2017. The regulations can be found on the Accell Group website (under ‘Corporate Governance/Supervisory Board).
The Supervisory Board comprises 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. The Supervisory Board announces the nominations simultaneously to the General Meeting and the Works Councils of Accell Nederland B.V., Accell IT Services B.V. and the Joint Works Council of Accell Operations B.V. and Accell 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, unless the Supervisory Board objects to said recommendation and provides grounds for same.
A member of the Supervisory Board shall resign no later than on the day of the first annual General Meeting of Shareholders 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. The members of the Supervisory Board receive a remuneration to be determined by the General Meeting.
The Supervisory Board has drawn up a retirement schedule, which is published on the Accell Group website (under ‘Corporate Governance/Supervisory Board).
The Supervisory Board has four members and has appointed two committees from its midst, each with two members. The Audit committee comprises Mrs. D. (Daniëlle) Jansen Heijtmajer (chair) and Mr. G. (Gert) van de Weerdhof. The Selection/Remuneration committee comprises Mr. P.B. (Peter) Ernsting (chairman) and Mr. A.J. (Ab) Pasman).
These committees are tasked with preparatory activities as part of the decision-making process of the Supervisory Board. By means of a resolution dated 15 December 2017, the Supervisory Board established revised regulations for the audit committee and the selection/remuneration committee. These regulations can be found on the website (under ‘Corporate Governance/Supervisory Board’).
The Supervisory Board has drawn up a profile of its size and composition, taking into account the nature and operations of Accell Group and the desired expertise and background of the members of the Supervisory Board. The profile was most recently established by means of a Supervisory Board resolution dated 21 July 2011 and is available on the Accell Group website (under ‘Corporate Governance/Supervisory Board’). The Supervisory Board has appointed from its midst a chair and a vice chair. 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 are able to operate independently and critically, vis-à-vis each other, the Board of Directors and any company interest whatsoever.
COMPOSITION BOARD OF DIRECTORS AND SUPERVISORY BOARD
The Board of Directors 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 Directors and Supervisory Board, Accell Group strives for diversity in terms of aspects such as education and professional experience, age and gender. The appointments to the Supervisory Board and the Board of Directors in 2018 increased the diversity of both bodies. However, despite the steps taken in 2018, the current composition is not yet sufficiently balanced. Accell Group will continue to strive for a more balanced composition in these bodies in future appointments of directors and supervisory directors.
In addition, Accell Group is planning to start a diversity programme in the general management level of the company, with the aim of working towards an improvement in the diversity (30%) of the broader organisation.
Key powers, such as powers regarding resolutions to amend the articles of association, legal mergers and spin-offs, 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 Directors. The dividend policy and discharge of the Board of Directors and Supervisory Board are also regular items on the agenda for the General Meeting. A General Meeting of Shareholders is convened at least once a year. The General Meeting of Shareholders is chaired by the chairman of the Supervisory Board. Minutes are taken of each General Meeting of Shareholders.
Accell Group considers it important that as many shareholders as possible participate in the decision-making processes of the General Meeting of Shareholders and others 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 high level of attendance at the general meetings in recent years ensure that the corporate governance system operates effectively. At the General Meeting held on 25 April 2018, 57.6% of the total number of outstanding shares was either present or represented.
The General Meeting appoints the external auditor. The external auditor reports its findings related to the audit of the annual accounts simultaneously to the Board of Directors and the Supervisory Board and records the results of its findings in a statement. During the General Meeting of Shareholders the external auditor may be questioned about its statement regarding the true and fair nature of the annual accounts and the external auditor attends said meeting and is authorised to speak at the same for that purpose.
KPMG Accountants N.V. has been the external auditor for Accell Group since 2016. The Supervisory Board has put forward KPMG Accountants N.V. for reappointment as external auditor for the financial year 2019. The reappointment of the external auditor is on the agenda for the General Meeting of Shareholders of 24 April 2019.
Accell Group operates in compliance with all relevant laws and regulations. Tax payments Accell Group makes are largely related to corporate income tax, turnover tax, payroll taxes and social security premiums. Accell Group’s guiding principle is to pay taxes in the various countries in proportion to the operating results realised in the country in question.
Internal transactions are settled on the basis of the ‘at arm’s length’ principle. Periodically, Accell Group has consultations with the Dutch tax authorities, during which they discuss important fiscal aspects and developments. If necessary, Accell Group discusses important fiscal aspects with the tax authorities in advance.
CODES OF CONDUCT
The Board of Directors established a new internal code of conduct in 2018. 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 new 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’).
The Board of Directors has established whistle-blower regulations and published the same on the Accell Group website (under 'Corporate Governance’), so employees can report alleged irregularities without harming their legal position.
INSIDER TRADING REGULATION
The Insider Trading Regulation established by the Board of Directors 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 conduct 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 Directors 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 a number of provisions related to the possession of and transactions in securities by members of the Board of Directors and of the Supervisory Board, other than those issued by their ‘own’ company. This is the regulation as referred to in the last sentence of best practice provision 2.7.2 of the Code.