Supervisory Board

General

The Supervisory Board’s overall responsibility is to supervise the policies adopted by the Board of Management and the Executive Committee and oversee the general conduct of the business of the company. This specifically includes supervision of the achievement of the company’s operational and financial objectives, the corporate strategy designed to achieve the objectives, the design and effectiveness of the internal risk management and control systems, the main financial parameters, compliance with applicable laws and regulations and risk factors. The Supervisory Board also provides the Board of Management and Executive Committee with advice. In fulfilling their duties, members of the Supervisory Board are guided by the interests of the company and its affiliated enterprise, taking into consideration the relevant interests of the company’s stakeholders. Major investments, acquisitions and functional initiatives are subject to Supervisory Board approval.

Composition

The Supervisory Board endorses the principle that the composition of the Supervisory Board is such that the Supervisory Board members are able to act critically and independently of one another and of the Board of Management and the Executive Committee. Each Supervisory Board member is capable of assessing the broad outline of the overall strategy of the company and its businesses and carrying out its duties properly. The Supervisory Board – which currently consists of nine members – is constituted in a balanced manner to reflect the nature and variety of the company’s businesses, their international spread and the desirability to have available expertise in fields such as finance, economic, societal, environmental and legal aspects of international business, government and public administration. Consequently, the current members have a diverse and appropriate mix of knowledge and experience of the markets in which AkzoNobel operates, as well as insights from different markets and non-operational areas. A list of current Supervisory Board members, including their biographies, is given in the Our leadership section.

With reference to the Act on Management and Supervision mentioned earlier, a supervisory board of a large Dutch public company (such as Akzo Nobel N.V.) has a balanced composition if it consists of at least 30 percent female and 30 percent male members. The Supervisory Board understands that the current gender balance does not meet this depiction of a balanced composition because only two of its nine members are female. However, a further aim of the Supervisory Board – which its members believe is currently being met – is that at least one-third of the members should meet the diversity criteria of gender (female) and/or nationality (outside of the European Union). This is in compliance with provision III.3.1 of the Code, which ensures that its composition better reflects both society at large and the markets in which the company operates. When nominating and selecting new candidates for the Supervisory Board in the future, these requirements will be taken into account. AkzoNobel feels that gender is only one part of diversity and that Supervisory Board members will continue to be selected on the basis of their wide-ranging experience, backgrounds, skills, knowledge and insight. Our current Supervisory Board represents six nationalities, all of whom bring with them experience from a diverse range of international business, professional and non-profit organization backgrounds.

Rules of Procedure of the Supervisory Board

The Supervisory Board is governed by its Rules of Procedure, which are available on the company’s corporate website. The Rules of Procedure include the profile and the Charters of the Committees and sets out the tasks and responsibilities of the Supervisory Board.

The Chairman of the Supervisory Board determines the agenda, chairs the meetings of the Supervisory Board, monitors the proper functioning of the Supervisory Board and its committees, arranges for the adequate provision of information to its members and acts on behalf of the Supervisory Board as the main contact for the Board of Management and Executive Committee. He also initiates the evaluation of the functioning of the Supervisory Board and its committees, its individual members and the functioning of the Board of Management. He additionally chairs the AGM. The Chairman of the Supervisory Board is Mr. Vuursteen.

The Supervisory Board is assisted by the Corporate Secretary. All members have access to the advice and services of the Corporate Secretary, who is responsible for ensuring that procedures are followed and that the Supervisory Board acts in accordance with its statutory obligations under the Articles of Association.

Resolutions of the Supervisory Board must be adopted by absolute majority of the votes cast. The Chairman, or in his absence the Deputy Chairman, shall cast the deciding vote in the event of a tie.

Appointment

Members of the Supervisory Board are nominated, appointed and dismissed in accordance with procedures which are the same as those previously outlined for the members of the Board of Management. As a general rule, based on a rotation schedule (available on our corporate website), a Supervisory Board member’s tenure is four years. In principle, members are eligible for re-election twice, each time for a period not exceeding four years. However, in deviation from the Code (provision III.3.5), a member can be nominated for re-election more often if, in specific circumstances, including but not limited to reasons of succession planning, this is considered to be in the company’s interest.

In 2013 no (re)appointments to the Supervisory Board were proposed to the AGM. For 2014, one appointment and two re-appointments to the Supervisory Board are currently scheduled to be proposed to the AGM.

Induction and training

Following appointment to the Supervisory Board, members receive a comprehensive induction tailored to their individual needs. This includes an information package containing relevant information on the company and its corporate governance and compliance systems, as well as meetings with senior management and functional leaders. This enables them to build up an understanding of AkzoNobel’s businesses and strategy, and the key risks and issues the company faces. Throughout the year, the Chairman of the Supervisory Board ensures that regular updates on AkzoNobel’s businesses, legal matters, social and corporate governance, environmental, accounting, investor relations matters and compliance are provided to the Supervisory Board.

Independence of the Supervisory Board

Each member of the Supervisory Board meets the independence requirements as stated in the Code provisions III.2.1 and III.2.2 and has completed an annual independence questionnaire addressing the relevant requirements for independence.

Conflict of interest

The Articles of Association and the Rules of Procedure include detailed provisions on how to deal with conflicts of interest and potential conflicts of interest between members of the Supervisory Board and the company. A member of the Supervisory Board shall not participate in the discussions and decision-making on a subject or transaction in relation to which he/she has a conflict of interest with the company. Decisions to enter into transactions under which Supervisory Board members have conflicts of interest that are of material significance to the company, and to the relevant Supervisory Board member, require the approval of the Supervisory Board. Any such decisions will be recorded in the annual report for the relevant year, with reference to the conflict of interests and a declaration that the relevant best practice provisions of the Code have been complied with. In 2013, no transactions were reported under which a member had a conflict of interest which was of material significance to the company.

Remuneration

Supervisory Board members receive a fixed annual remuneration and attendance fee, which is determined by the AGM. More information on the remuneration of the members of the Supervisory Board can be found in Note 22 to the Financial statements.