Corporate governance statement

AkzoNobel values high standards of corporate governance and seeks to consistently enhance and improve corporate governance performance, emphasizing transparency in accordance with applicable guidelines and regulations.

Corporate governance structure (graphic)Corporate governance structure (graphic)

Akzo Nobel N.V. is a public limited liability company (Naamloze Vennootschap) established under the laws of the Netherlands. Its common shares are listed on Euronext Amsterdam. AkzoNobel has a sponsored level 1 American Depositary Receipt (ADR) program and ADRs can be traded on the international OTCQX platform in the US.

The company’s management and supervision structure is organized in a so-called two-tier system, comprising a combined Board of Management and Executive Committee, solely composed of executive members, and a Supervisory Board, solely composed of non-executive directors. The Supervisory Board supervises the Board of Management and Executive Committee, and ensures that external experience and knowledge are embedded in the company’s conduct. The two Boards are independent of each other and are accountable to the Annual General Meeting of shareholders (AGM) for the performance of their functions.

Our corporate governance framework is based on the company’s Articles of Association, the requirements of the Dutch Civil Code, the Dutch Corporate Governance Code (the Code), and all applicable laws and regulations including securities laws. The Code contains principles and best practices for Dutch companies with listed shares. Deviations from the Code – currently the company deviates only from the Code’s provision IV.1.1 – are explained in accordance with the Code’s “apply or explain” principle. With the exception of those aspects of our governance structure which can only be amended with the approval of the AGM, the Board of Management and the Supervisory Board may make adjustments to the way the Code is applied if this is considered to be in the interests of the company. If adjustments are made, they will be published and reported in the annual report for the relevant year.

The Board of Management and Executive Committee have established a Code of Conduct, and a set of Business Policies – together with directives, rules, manuals and guidelines – as part of the company’s Directives Framework, which has been compiled and rolled out to all employees in order to drive governance, consistency and functional excellence throughout the company.