The principal duty of the Supervisory Board is to supervise the policies of the Management Board and provide advice. More generally, the Supervisory Board oversees the corporate strategy and the risks inherent in the Company’s activities, the structure and operation of the internal risk management and control systems, the financial reporting process and the Company’s compliance with relevant legislation and regulations. Its ultimate goal is to help realize the Company’s mission. The division of duties and the procedures within the Supervisory Board are laid down in the by-laws of the Supervisory Board.

• Download By-Laws Supervisory Board (PDF)

The Dutch Code on Corporate Governance ('the Code') stipulates that the composition of the Supervisory Board shall be such that the members are able to act critically and independently – of one another, of the Management Board, and of any particular interests. All members of the Supervisory Board comply with the criteria for independence as set out in the Code.

Composition of the Supervisory Board and its Committees

• Click on the names of the Supervisory Board members to link to their biographies

In accordance with the Articles of Association, the members of the Supervisory Board are appointed for a term of four years.

The members of the Supervisory Board used to be appointed by the Annual General Meeting of Shareholders in accordance with a nomination drawn up by the meeting of the holders of priority shares in the Company. This system has been amended in November 2005 by the amendment of the Articles of Association to eliminate the priority shares and to transfer the right to make proposals for the appointment of members of the Supervisory Board to the Supervisory Board itself, in line with the Code.

The Supervisory Board appoints its own chairman and has adopted rules for its own internal governance and the establishment of committees. Passing Supervisory Board decisions requires a majority of the votes cast at a meeting of the Supervisory Board, unless otherwise provided for in the Articles of Association or the by-laws of the Supervisory Board. The Supervisory Board is assisted by a company secretary.

A Supervisory Board member can be suspended or dismissed at any time by a resolution of the General Meeting of Shareholders passed by an absolute majority of the votes cast. This vote must represent more than one third of the issued share capital if the resolution to suspend or dismiss a Supervisory Board member is not proposed by the Supervisory Board. Within three months after a suspension, the General Meeting of Shareholders must either dismiss the supervisory director, terminate the suspension or extend it. The total suspension may not exceed three months.

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