|
Rules of Procedure Supervisory Board 2007
Section I Responsibilities of the Supervisory Board
1 It is the duty of the Supervisory Board of TIE Holding N.V. (the "Supervisory Board") to exercise supervision over the policies adopted by the Management Board of TIE Holding N.V. (the "Management Board") and over the general conduct of the business of TIE Holding N.V. and its subsidiaries (the "Company"). Furthermore, the Supervisory Board shall provide the Management Board with advice.
2 The general duties of the Supervisory Board include supervising, monitoring, and advising the Management Board on: (a) realization of the Company's operational and financial objectives; (b) corporate strategy; (c) the risks inherent in the business activities; (d) the structure and operation of the internal risk management and control systems; (e) the main financial parameters and the financial reporting process; (f) compliance with applicable laws and regulations; (g) relations with the external auditor, compliance with recommendations and observations of internal and external auditors, the policy of the company on tax planning, the financing of the company.
3 The Supervisory Board is also responsible for: (a) drawing up selection criteria and appointment procedures for Supervisory Board members and Management Board members; (b) selecting and recommending the appointment of the members of the Management Board, proposing the compensation policy and remuneration for members of the Management Board to the General Meeting of Shareholders; (c) the nomination for appointment of the members of the Supervisory Board and proposing the remuneration of its members to the General Meeting of Shareholders; (d) evaluating and assessing the functioning, size and composition of the Management Board and the Supervisory Board and their individual members; (e) disclosing, complying with and enforcing the Company's corporate governance structure; (f) examining the annual financial statements, making a recommendation on the annual financial statements, supervising the quality and completeness of publicly disclosed financial reports, and approving the Company's annual budgets and major capital expenditures;; (g) selecting and recommending the appointment of the Company's external auditor to the General Meeting of Shareholders, based upon an annual report by the Management Board on their dealings with the external auditor and based upon the thorough assessment by the Management Board and Supervisory Board of the functioning of the external auditor, conducted at least once every four years; (h) supervising the policy of the Management Board on the selection criteria and appointment procedures for senior management; (i) handling, and deciding on, reported complaints in respect of financial reporting, internal risk management and control systems, and audit; (j) assessing the operational and financial objectives of the Company, the strategy designed to achieve the objectives and the parameters to be applied in relation to the strategy; (k) assessing the request of a Management Board member to approve the membership of the Management Board member of the supervisory board of a listed company.
4 In the performance of their duty, the Supervisory Board members shall be guided by the interests of the Company. They shall take into account the relevant interests of all stakeholders rather than the interests of any particular stakeholder.
5 The Supervisory Board and its members shall act in a manner that is critical and constructive, in accordance with the Articles of Association and all applicable regulations and legislation, and geared toward ensuring continuity of the Company.
6 The Supervisory Board shall prepare for publication in the annual report of the Company a report on its functioning and activities during the Company's financial year ("the report of the Supervisory Board").
Composition of the Supervisory Board
7 In principle, the number of members of the Supervisory Board shall be not lower than three (3).
8 The composition of the Supervisory Board shall be governed by the Profile of the Supervisory Board as presented in Section II of these rules of procedure.
9 The Supervisory Board shall review its own performance. A Supervisory Board member will retire early in the event of inadequate functioning, structural difference of opinion, structural conflict of interest, and in other instances where retirement is deemed necessary at the discretion of the Supervisory Board. A Supervisory Board member who temporarily takes on the management of the company, where the Management Board members are absent or unable to fulfill their duties, shall resign from the Supervisory Board.
Independence
10 All Supervisory Board members (with the exception of one), shall be independent. A Supervisory Board member is deemed independent if the following criteria of dependence do not apply to him. The report of the Supervisory Board as mend in article 6 of these rules of procedure, shall state that, in the view of the Supervisory Board members, all Supervisory Board members (with exception of one) are independent and, if any, which Supervisory Board member is not considered to be independent. The criteria are that the Supervisory Board member concerned, his spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree: (a) has been an employee or member of the Management Board of the Company or an affiliated company in the five years prior to their appointment as Supervisory Board member; (b) receives personal financial compensation from the Company, or an affiliated company, other than the compensation received for the work performed as a Supervisory Board member and in so far as this is not keeping with the ordinary business operations; (c) has had an important business relationship with the Company or an affiliated company in the year prior to the appointment; (d) is a member of management board of a company in which a member of the Management Board is a supervisory board member; (e) holds at least ten per cent of the shares in the Company's capital (including shares held by natural or legal persons that cooperate with the individual concerned under an express, tacit, oral or written agreement); (f) is a member of the management board or supervisory board, or a representative in some other way, of a legal entity which holds at least ten per cent of the shares in the Company's capital, unless such entity is a member of the same group as the Company; or (g) has temporarily managed the Company during the previous twelve months due to vacant seats on the Management Board, or because Management Board members were unable to perform their duties.
Appointment and reelection
11 The members of the Supervisory Board are appointed by the General Meeting of Shareholders and in accordance with the Articles of Association.
12 Members shall be appointed for a period of four years and resign at the first General Meeting of Shareholders after such period has elapsed. Thereafter, members may be reelected two times for a period of four years.
13 The Supervisory Board shall draw up a rotation schedule in order to avoid, as far as possible, a situation in which many reappointments occur simultaneously. The rotation schedule shall be added to these rules of procedure.
Position of individual Supervisory Board members
14 The Supervisory Board members may receive an annual remuneration as a member of the Supervisory Board. They will not be granted any shares and/or rights to shares in the Company by way of remuneration. Furthermore, the Company shall not grant any personal loans, guarantees or the like to the Supervisory Board members. No remission of loans shall be granted.
Induction
15 After their appointment, all Supervisory Board members shall follow an induction program, which in any event covers general financial and legal affairs, financial reporting and auditing, the business areas of the Company, the duties of the Supervisory Board and the corporate governance structure of the Company. The Supervisory Board shall conduct an annual review to identify any aspects with regard to which the Supervisory Board members require further training or education during their period of appointment. The company shall play a facilitating role in this respect.
(Relationship with) the Management Board and external auditor
16 The Supervisory Board and its individual members each have their own responsibility for obtaining all relevant information from the Management Board and the external auditor that the Supervisory Board needs in order to carry out their duties. If the Supervisory Board considers it necessary, it may request the Management Board for additional information from officers and/or advisors of the Company. The Supervisory Board shall act as the principal contact for the external auditor if he discovers irregularities in the content of the financial reports. The Supervisory Board may require that certain officers, auditors and/or advisers attend its meetings. The Supervisory Board shall meet with the external auditor as it considers necessary, but at least once a year, without the Management Board members being present. The Supervisory Board shall determine how the external auditor should be involved in the content and publication of financial reports other than the annual accounts. The remuneration of the external auditor, and instructions to the external auditor to provide non-audit services, shall be approved by the Supervisory Board after consultation with the Management Board.
Responsibilities of the chairman of the Supervisory Board and Secretary of the Company
17 The Supervisory Board shall appoint from among its members a Chairman. The Chairman of the Supervisory Board shall not be a former member of the Management Board of the company.
18 The Chairman determines the agenda, chairs the Supervisory Board meetings, monitors the proper functioning of the Supervisory Board, arranges for the introduction and training or education program for the members, initiates the evaluation of the functioning of the Supervisory Board and the Management Board and ensures, as chairman, the orderly and efficient conduct of the General Meeting of Shareholders. The Chairman of the Supervisory Board shall be responsible for handling, and deciding on, reported complaints based on Section III of the Whistleblower Policy (TIE Holding N.V.).
19 The Chairman acts on behalf of the Supervisory Board as the main contact for the Management Board. He coordinates the contacts between the Supervisory Board and the Management Board, and remains in close and frequent contact with the President of the Management Board, and, if and when required, with the other members of the Management Board. The Chairman discusses with the President of the Management Board matters such as the agenda of the meetings of the Supervisory Board and such other subjects the Supervisory Board may entrust to its Chairman.
20 The Chairman of the Supervisory Board sees to the adequate provision of information to the members of the Supervisory Boardand that there is sufficient time for making decisions.
21 The Chairman of the Supervisory Board may be assisted by one or more Secretaries, who may, but need not be, a member of the Supervisory Board.
22 The Secretary of the Company shall be appointed and dismissed by the Management Board, after the approval of the Supervisory Board has been obtained.
23 The Secretary of the Company shall ensure that the correct procedures are followed and that the Supervisory Board acts in accordance with its legal obligations, these rules of procedure and its obligations under the Articles of Association. He shall assist all members of the Supervisory Board and in particular the Chairman in the organization of the affairs of the Supervisory Board.
Meetings of the Supervisory Board
24 The meetings of the Supervisory Board shall take place in accordance with the Articles of Association and shall be chaired by the Chairman of the Supervisory Board, or in his absence by another member of the Supervisory Board.
25 The members of the Supervisory Board are expected to attend all meetings of the Supervisory Board, unless important reasons prevent them from attending. In such case, they shall timely inform the Chairman of the Supervisory Board stating the reason. Supervisory Board members who are frequently absent shall be called to account for this. The report of the Supervisory Board as mend in article 6 of these rules of procedure shall state which Supervisory Board members have been frequently absent from meetings of the Supervisory Board.
26 The meetings may be held in person or by telephone or videoconference, or a combination.
27 The members of the Management Board shall attend the meetings of the Supervisory Board, unless the Supervisory Board resolves otherwise and with the exception of the meetings mentioned in articles 16, 32 and 33.
28 The external auditor of the Company shall attend that part of the meeting of the Supervisory Board in which the annual financial statements of the Company are discussed. The external auditor shall be given the opportunity to respond to the information underlying the approval of interim financial reports.
29 The meetings shall be minuted under the responsibility of the Secretary. After approval by the Supervisory Board, the minutes shall be signed by the Chairman and the Secretary of the meeting at which the minutes were approved.
30 The secretariat shall be located at the offices of the Company, where the minutes and other documents concerning the Supervisory Board shall be kept, unless otherwise decided by the Chairman.
Items to be discussed
31 The Supervisory Board shall discuss at least once a year the corporate strategy and the risks related to the business, and the result of the assessment by the Management Board of the internal risk management and control systems, as well as significant changes thereto. Reference to these discussions shall be made in the report of the Supervisory Board.
32 At least once a year the Supervisory Board shall meet without the Management Board in order to discuss both its own functioning and that of the individual members, and the conclusions that are to be drawn on the basis thereof. The desired profile, composition, and competence of the Supervisory Board shall also be discussed. Reference to these discussions shall be made in the report of the Supervisory Board.
33 At least once a year the Supervisory Board shall meet without the Management Board in order to discuss the functioning of the Management Board and the performance of its individual members, and the conclusions that must be drawn on the basis thereof. Reference to these discussions shall be made in the report of the Supervisory Board.
(Relationship with) the General Meeting of Shareholders
34 The Chairman of the Supervisory Board shall act as the Chairman of the General Meeting of Shareholders.
35 The Supervisory Board and the Board of Management shall jointly draw up the agenda for the Annual General Meeting of Shareholders, with due regard to relevant requests from shareholders.
36 The Supervisory Board shall provide the General Meeting of Shareholders with any information it may require concerning an item on the agenda, unless important interests of the Company or any law, rules or regulations applicable to the Company prevent it from doing so. The Supervisory Board shall specify the reasons for invoking such important interests.
Conflicts of interest
37 A Supervisory Board member shall not participate in the discussions and/or decision taking process on a subject or transaction in relation to which (s)he has a conflict of interest with the Company within the meaning of article 38 Such transaction must be concluded on terms at least customary in the sector concerned. Resolutions entering into such transaction must be approved by the Supervisory Board. The Chairman of the Supervisory Board shall procure that transactions in respect of which Supervisory Board members have a conflict of interest will be referred to in the Company's annual report with reference to the conflict of interests and a declaration that articles 37, 38 and 39 were complied with.
38 A member of the Supervisory Board shall in any event have a conflict of interest with significant interest to the Company ("conflict of interests") if: a) he/she personally has a material financial interest in a company with which the Company intends to enter into a transaction; b) he/she has a family law relationship (up to the second degree) with a member of the managing or supervisory board of a company with which the Company intends to enter into a transaction; c) he/she is a member of the managing or supervisory board of, or holds similar office with, a company with which the Company intends to enter into a transaction; d) under applicable law, including the rules of any exchange on which the Company's shares (or depositary receipts thereof) are listed, such conflict of interests exists or is deemed to exist; e) the Supervisory Board has ruled that such conflict of interests exists or is deemed to exist.
39 Each Supervisory Board member (other than the Chairman) shall immediately report any potential conflict concerning a Supervisory Board member to the Chairman. The Supervisory Board member with such (potential) conflict of interests must provide the Chairman with all information relevant to the conflict of interests, including information relating to the persons with whom (s)he has a relationship under family law. In case the Chairman has a (potential) conflict of interest, he shall immediately report such potential conflict to the other members of the Supervisory Board. The Chairman must provide the members with all information relevant to the conflict of interests, including information relating to the persons with whom he/she has a relationship under family law. In all circumstances other than the ones listed in article 38 under d) and e), the Supervisory Board will determine whether a reported (potential) conflict of interests qualifies as a conflict of interests to which article 37 applies. The Supervisory Board member concerned will not take part in the assessment by the Supervisory Board of whether a conflict of interest exists.
40 Article 38 applies mutatis mutandis to members of the Board of Management. In addition, a conflict of interests is deemed to exist in case the Company intends to enter into a transaction with a person or entity that holds at least ten percent of the shares in the Company. Each member of the Board of Management shall immediately report any potential conflict of interests concerning a member of the Board of Management to the other members of the Board of Management and to the chairman of the Supervisory Board. The member of the Board of Management with such (potential) conflict of interests must provide the other members of the Board of Management and the chairman of the Supervisory Board with all information relevant to the conflict of interests, including information relating to the persons with whom he/she has a relationship under family law. In all circumstances other than the ones listed in article 38 under d) and e), the Supervisory Board will determine, without the person concerned being present, whether a reported (potential) conflict of interests qualifies as a conflict of interests. All transactions in which a conflict of interest exists or is deemed to exist as referred to in this article, must be concluded on terms at least customary in the sector concerned. Resolutions to enter into such transaction must be approved by the Supervisory Board. A management Board member shall not take part in any discussion or decision-making that involves a subject or transaction in relation to which he has a conflict of interest with the company. The President shall procure that these transactions will be referred to in the Company's annual report with reference to the conflict of interests and a declaration that this article 40 was complied with.
41 The external auditor of the company, as well as each member of the Board of Management and Supervisory Board shall immediately report any potential conflict concerning the external auditor to the Chairman. The external auditor of the company, as well as each member of the Board of Management and Supervisory Board must provide all information relevant to the conflict of interests to the Chairman. The Supervisory Board will determine whether a reported (potential) conflict of interests qualifies as a conflict of interests pursuant to which the transaction must be approved by the Supervisory Board. The Chairman shall procure that these transactions will be referred to in the Company's annual report with reference to the conflict of interests and a declaration that this article 41 was complied with.
Secrecy
42 All information on the Company obtained by members of the Supervisory Board in connection with the exercise of their duties shall in principle be treated as personal and strictly confidential and not released or made public to third parties without explicit prior permission. This obligation shall remain in force even after Supervisory Board membership has ended.
Relationships with the Worker's Council
43 One or more members of the Supervisory Board will attend meetings of the Worker's Council, when attendance is required according to article 24 and 25 WOR, unless the Worker's Council desides otherwise. From time to time there can be an informal meeting between the Chairman of the Supervisory Board and the Worker's Council. The Chairman of the Supervisory Board shall see to it that the Supervisory Board has proper contact with the Worker's Council.
Section II Profile of the Supervisory Board
44 The composition of the Supervisory Board shall be such that the Supervisory Board members are able to act critically and independently of one another and of the Board of Management and any sectional interest. Each Supervisory Board member must be capable of assessing the broad outline of the overall strategy of the Company and its business. As a whole the composition shall be such that it enables the Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and others stakeholders (e.g. shareholders).
45 The Supervisory Board shall be constituted in a balanced manner as to reflect the nature and variety of the Company's businesses and the desirability to have available expertise in such fields as finance, economic, and legal/corporate governance. Alle members of the Supervisory Board should have proven expertise at university level and substantial (over 20 years) working experience. At least one of the members shall meet the requirements of a financial expert. At least one of the members shall have available expertise in legal, management, and/or corporate governance. At least one of the members shall have available experience in the business of the Company, the national and international B2B Intergration market.
46 A Member of the Supervisory Board may not be a (former) employee of the Company or any of ts affiliates, with one exception: one (1) member of the Supervisory Board may be a former member of the Management Board of the Company.
47 The number of supervisory boards of Dutch listed companies of which a Supervisory Board member may be a member shall be limited to five (chairmanship of a Supervisory Board counts double).
48 Any person aged 72 or more shall not be eligible for appointment to the Supervisory Board.
Section III Final provisions
49 In case of conflict between these rules of procedure and the Dutch law or the Articles of Association, the law or, as the case may be, the Articles of Association shall prevail.
50 This set of procedures can be supplemented and modified by the Supervisory Board at any time.
51 This policy shall be governed by the laws of the
52 This policy shall take effect on February 14, 2007.
Annex I Rotation schedule Supervisory Board
This rotation schedule has been drawn up in accordance with article 13 of these rules of procedure
|
|
 |
Sitemap | TIE Privacy & Usage Policy | Copyright © 1987-2009 TIE Holding N.V. All Rights Reserved |