Supervisory Board Chairman’s statement
The company successfully generated operational efficiencies during 2015 and made solid progress with its continuous improvement program, despite challenging market conditions. This contributed towards AkzoNobel delivering on its 2015 targets and moving closer to achieving its vision of leading market positions delivering leading performance. A notable highlight was being ranked top of our industry group on the Dow Jones Sustainability Index for the fourth year in a row.
For 2016 and beyond, the focus will shift towards hardwiring the culture of continuous improvement, continued operational excellence and organic growth.
During the year, the Supervisory Board continued to monitor and review the company’s operational performance, its risk management processes and its strategic direction. Business Area performance updates were received at each Supervisory Board meeting, along with information on the most significant risks facing the businesses and corresponding mitigation measures. Specific updates from individual functions were also received throughout the year. In addition, the Supervisory Board held a full strategy day dedicated to a corporate level review, which included Business Area by Business Area analyses and a five-year forward looking outlook.
A particular strategic achievement has been the implementation of the company’s Global Business Services (GBS) model, officially launched on January 1, 2016. The intention is to combine the shared activities for Human Resources, Information Management, Finance and non-product related (NPR) Procurement under one GBS organization. GBS will span Europe, North America, Latin America, North East Asia, India and South East Asia. The Supervisory Board is confident that the Executive Committee’s approach in this regard will move AkzoNobel closer to its vision of operational and functional excellence and continuous improvement.
As a Supervisory Board, we are committed to the company’s focus on sustainability and discussed and reviewed the sustainability performance and objectives in detail during 2015. The number one DJSI ranking in the Materials industry group for the fourth consecutive year was a major success. It was also the tenth consecutive year that AkzoNobel has been ranked in the top three. We would like to congratulate all our employees for this decade of achievement. The Supervisory Board continues to believe that a sustainable business ensures increased value for all our stakeholders, while complementing our objective of long-term success.
In October, an interim dividend of €0.35 was approved. This distribution represents an increase of 6 percent over the previous year’s interim dividend. The proposed final dividend of €1.20 for the financial year 2015 represents an increase of 7 percent on last year and is a clear indication of the company’s strategic success. Further details relating to the dividend are available in the Report of the Supervisory Board.
It was a year which also saw AkzoNobel implement its new Code of Conduct, which continues to reflect the company’s core principles of Safety, Integrity and Sustainability. These core principles affirm what AkzoNobel stands for as a company. Evidence of how these principles have been successfully embedded can be seen across the company’s performance indicators and throughout this Report 2015.
Another area of attention involved further enhancing the company’s controls and processes, through the roll-out of Directives, Rules, Manuals and Guidelines via the company’s Directives framework. The Supervisory Board appreciates the management’s active encouragement for the use of the company’s SpeakUp! procedure for reporting any (potential) compliance or conduct issues.
Fundamentally, the achievement of AkzoNobel’s operational performance and objectives, including its core principles of Safety, Integrity and Sustainability, are underpinned by sound corporate governance. The Supervisory Board recognizes its own role in the company’s corporate governance structure, with members receiving adequate updates, information and training to fulfill their roles. In particular, during 2015, the Supervisory Board undertook ongoing compliance training to maintain its awareness and effectiveness in ensuring compliance. You can find full details about the company’s corporate governance framework, Remuneration Policy, compliance codes and systems, integrity management and details on shareholder relations in the Governance and compliance section of this Report 2015. This year the Supervisory Board and its committees also underwent a thorough independent external evaluation of their performance and effectiveness. More information on the external evaluation can be found in the Report of the Supervisory Board.
At the Annual General Meeting of shareholders held in April 2015, the Supervisory Board thanked Dr. Uwe-Ernst Bufe for his 12 years of service after he reached the end of his tenure. At the same meeting, Mr. Dick Sluimers was welcomed as a newly appointed Supervisory Board member. Mr. Sluimers was nominated following a rigorous and targeted search for candidates, undertaken via an external search agency. Mr. Sluimers brings a wealth of experience in both public and commercial enterprise, including finance and reporting expertise. He is a trustee of the International Financial Reporting Standards (IFRS) Foundation and has valuable experience as the CEO of a major pension and investment management company. Accordingly, and in recognition of his profile, the Supervisory Board has appointed Mr. Sluimers as a member of the company’s Audit Committee.
Looking forward to the 2016 AGM, in accordance with the Supervisory Board’s (re)appointment scheme, discussions have taken place regarding the forthcoming end of terms for Ms. Sari Baldauf and Mr. Ben Verwaayen, also against the background of the Supervisory Board’s profile, the Corporate Governance Code and legal provision regarding a balanced composition of the Supervisory Board. The commitment and contributions of Ms. Baldauf and Mr. Verwaayen continue to provide significant value to the Supervisory Board and its Nomination and Remuneration Committees. Accordingly, the Supervisory Board will make a recommendation for the reappointment of Ms. Baldauf and Mr. Verwaayen.
During 2015, the Supervisory Board assessed the performance of the company’s CEO, Mr. Ton Büchner, and discussed his proposed reappointment at the 2016 AGM. The Supervisory Board has been pleased with the performance of the CEO to date. Mr. Büchner continues to lead the company’s Board of Management and Executive Committee in its promotion of operational and functional excellence. In light of this performance, the Supervisory Board has proposed to reappoint Mr. Büchner for an additional four-year term. Further details can be found in the report of the Nomination Committee.
Discussions on the reappointment of the CEO formed part of a strong focus on succession planning and talent management during 2015. The Supervisory Board is working to construct a diverse executive talent pool for future development and succession planning at the Board of Management, Executive Committee and top management level. More details can be found in the Report of the Supervisory Board.
In addition to executive succession planning, executive remuneration has been a topic of discussion. In 2015, the Remuneration Committee reviewed and proposed revisions to the company’s Remuneration Policy. These proposals have been reviewed and supported by the Supervisory Board and will be submitted for approval at the 2016 AGM. Further information can be found in the report of the Remuneration Committee, and in the Remuneration report.
I would like to conclude by expressing my gratitude to my fellow Supervisory Board members for their commitment and diligence during 2015. Together, we would also like to thank the company’s CEO, Ton Büchner, CFO, Maëlys Castella, the other members of the Executive Committee and all employees for their dedication and hard work in achieving a successful 2015.
Chairman of the Supervisory Board
Global Business Services, which covers functional support activities such as Human Resources, Finance and Information Management, as well as non-product related Procurement.
Our Code of Conduct defines our core principles and how we work. It incorporates fundamental principles on issues such as business integrity, labor relations, health, safety, environment and security and community involvement.
Annual General Meeting of shareholders.