Codes and rules

Adhering to the ‘comply or explain’ principle, Sligro Food Group is fully compliant with the Dutch Corporate Governance code. The ‘explain’ principles are set out below and were discussed by the General Meeting of Shareholders of 30 March 2005.

Essential basis of corporate policy

Dutch law and the Corporate Governance Code seek to balance the interests of all the company’s stakeholders, and this has always been an important part of our policy. Sligro Food Group supports the principle of one share/one vote and has no anti-takeover or other control measures in place.

Key features

Sligro Food Group is a dual-board company, with an Executive Board and an independent Supervisory Board ('two-tier management structure'). The main points of the current structure are set out below.

Executive Board

The Executive Board is responsible for managing the company, for its strategy and for its use of human and other resources.

Duties

The Executive Board keeps the Supervisory Board informed of progress and consults the Supervisory Board on all significant matters. It also submits important decisions to the Supervisory Board and/or the General Meeting of Shareholders for approval.

The Supervisory Board notifies the General Meeting of proposed appointments to the Executive Board. The Supervisory Board may suspend or dismiss an Executive Board member at any time. The remuneration and other terms and conditions of appointment of each Executive Board member are set by the Supervisory Board, based on the policy adopted by the General Meeting of Shareholders. Decisions on material matters are always made jointly and all members have shared responsibility.

Supervisory Board

The Supervisory Board reviews the policy of the Executive Board and supervises general affairs of the company. In addition, the Supervisory Board supports the Board of Directors in an advisory capacity. In fulfilling their duties, the members of the Supervisory Board are always guided by the company’s interests. The Executive Board promptly provides the Supervisory Board with the information it needs to perform its duties.

Supervisory Board members are appointed by the General Meeting of Shareholders following nomination by the Supervisory Board. Supervisory Board members step down at the latest at the close of the first General Meeting of Shareholders following the day marking the fourth anniversary of their most recent appointment, and may be reappointed once.

Remuneration

The remuneration for each member of the Supervisory Board is approved by the General Meeting of Shareholders. The Supervisory Board appoints a Chair and a deputy Chair from among its members. It also appoints a secretary who may, but need not, be one of its members. The Supervisory Board has appointed an Audit Committee, comprising two Supervisory Board members. The Supervisory Board has appointed a Remuneration and Appointments Committee, also comprising two Supervisory Board members.

Annual General Meeting of Shareholders

The Annual General Meeting is held within four months of the end of each financial year.

Extraordinary General Meetings may be called as necessary by the Supervisory Board, the Executive Board or one or more shareholders jointly representing at least 10% of the issued share capital.

Agenda

The agenda of the Annual General Meeting covers the items stipulated by the Articles of Association and other resolutions proposed by the Supervisory Board, the Executive Board or shareholders jointly representing at least 1% of the issued share capital.

Powers of the General Meeting

The principal powers of the General Meeting are the rights:

• To appoint supervisory directors and determine their remuneration.
• To adopt the financial statements and ratify the actions of the Executive Board and the Supervisory Board during the previous year.
• To resolve to amend the company’s Articles of Association and dissolve or liquidate the company
• To issue shares and to restrict or exclude shareholders’ pre-emptive rights (the Executive Board has been granted powers to issue shares as yet unissued).
• To repurchase and withdraw shares (the Executive Board has been granted powers to purchase fully-paid shares either on the stock exchange or privately up to a maximum of 10% of the issued share capital, as stipulated in the Articles of Association, for a price no more than 10% above the market price at the time of the transaction).
• To approve decisions by the Executive Board on any substantial change in the identity or character of the company or the business.

More information on the Corporate Governance of Sligro Food Group can be downloaded in Portable Document Format (PDF).

Corporate Governance