ACCELL GROUP JAARVERSLAG 2018 | 6.3 Compliance with the Code

6.3
Compliance with the Code

Accell Group complies with most of the principles and best practice provisions of the Code, insofar as these are applicable to the company. In view of the nature, size and character of our company, Accell Group believes that it is in its own best interest to deviate from the best practice provisions listed below. The following explains why and to what extent Accell Group deviates from said provisions.

Best practice provision 3.1.2 (VI)

The scheme for conditional shares stipulates a three-year reference period before the unconditional allocation. Following unconditional allocation, the shares must be held for at least two years. Although the formal period between conditional and unconditional allocation is two years, the reference period for unconditional allocation is three years and the Supervisory Board believes the term stipulated by the entire scheme is sufficiently long to secure the commitment of the members of the Board of Directors to the company and its associated interests.

Best practice provision 3.2.3

The severance payment paid out to Mr. Sybesma in 2018 when he stepped down from the Board of Directors exceeded the maximum laid down in this provision. The severance payment paid out to Mr. Sybesma was based in part on his employment contract, which predated the first Corporate Governance Code. Accell Group respected Mr. Sybesma’s rights laid down in the old contract. We refer to explanatory note 29 to the Financial Statements (Remuneration Board of Directors and Supervisory Board) for the details of the severance payment.

Best practice provision 4.3.2

Accell Group does not offer shareholders the opportunity to issue proxies and/or voting instructions to an independent third party prior to the General Meeting of Shareholders. The company has chosen not to comply with this provision to avoid incurring the costs associated with hiring an independent third party. However, Accell Group does offer shareholders the opportunity to issue proxies and/or voting instructions to the company itself.

Transactions involving conflicts of interest

In the financial year 2018, there were no transactions involving a conflict of interest with members of the Board of Directors or of 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 regulations for the Supervisory Board include rules on how to deal with (potential) conflicts of interest involving members of the Board of Directors or of the Supervisory Board and the external auditor in relation to Accell Group and stipulate which transactions require the approval of the Supervisory Board.

Decree article 10 of the takeover directive

The following is an overview of the information required under article 1 of the Decree article 10 of the Takeover Directive:

The company’s authorised share capital amounts to € 1,200,000 divided into 120,000,000 shares with a nominal value of € 0.01 each, divided into 55,000,000 ordinary shares, 5,000,000 cumulative preference shares F, and 60,000,000 cumulative preference shares B. As of 11 March 2019 (publication date annual report 2018), the issued and paid-up capital of Accell Group amounts to € 266,034.26 divided into 26,603,426 ordinary shares with a nominal value of € 0.01 each.

The company has no statutory or contractual limitation on the transfer of shares, with the exception of the statutory blocking provision with respect to the transfer of cumulative preference shares F.

An overview of substantial shareholdings in Accell Group is included in section 1.4 The share;
The company has not issued any shares with special controlling rights;
Accell Group does not have a monitoring mechanism for an employee share scheme;
There are no limitations or terms on the execution of the voting rights attached to ordinary shares. There are no depositary receipts for shares issued with the cooperation of the company;
The company is not aware of any agreements involving a shareholder of the company that may limit the transfer of shares or that may limit the voting rights;
The provisions for the appointment and dismissal of members of the Board of Directors and the Supervisory Board and for the amendment of the articles of association are incorporated in the articles of association of the company, which can be consulted on the Accell Group website (under ‘Corporate Governance’);
The powers of the Board of Directors and in particular its power to issue shares in the company and acquire Accell Group shares are described in section 4.1 of this report;
A number of agreements between the company and its lenders include the provision that the lenders have the right to terminate the agreements and to reclaim the loans issued prematurely in the event of a substantial change in the control over the company following a public bid as meant in article 5:70 of the Dutch Financial Supervision Act (Wft);
The company is not aware of any agreements with members of the Board of Directors or employees that provide for a payment in the event that the employment is terminated following a public bid as meant in article 5:70 of the Dutch Financial Supervision Act (Wft).