Corporate governance statement

AkzoNobel aspires to the highest standards of corporate governance and seeks to consistently enhance and improve corporate governance performance, emphasizing transparency and embedding a sustainable culture of long-term value creation.

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, with common shares listed on Euronext Amsterdam. AkzoNobel has a sponsored level 1 American Depositary Receipt (ADR) program and ADRs can be traded on the OTCQX International platform in the US.

The company’s management and supervision are organized under Dutch law in a so-called two-tier system, comprising a combined Board of Management and Executive Committee, solely composed of executive directors, and a Supervisory Board, solely composed of non-executive board members. The Supervisory Board supervises the Board of Management and ensures a strong external presence in the governance of the company. The two Boards are independent of each other and are accountable to the shareholders of the company 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 are explained in accordance with the Code’s “comply or explain” principle. The Code can be found on the website of the Dutch Corporate Governance Code Monitoring Commission.

With the exception of those aspects of our governance which can only be amended following approval at a general meeting of shareholders, the Board of Management and Supervisory Board may make adjustments to how the Code is applied, if this is considered to be in the interest of the company. Where changes are made, these will be reported and explained in the annual report for the relevant year and discussed at the next .

In 2016, a revised version of the Code was published by the Corporate Governance Code Monitoring Committee. The revised Code was implemented with effect from January 1, 2017. It is more thematically oriented, with greater focus on culture and long-term value creation. The company has assessed the proposed changes and will implement revisions to current practices, where needed. We are confident the company is either already in compliance with the proposed Code, or is well placed to implement the revised Code on a “comply or explain” basis. The revised Code will be reflected in the Rules of Procedure of the Board of Management and the Supervisory Board (available on our website). They will also be reported and explained in the annual report for the relevant year. Adjustments will include the requirements of the revised Code. In particular, the relationship between management and the external and internal auditors will be explained in more detail, including the role of the Audit Committee and Supervisory Board in the event of irregularities being identified by the auditors. The current diversity statements contained in the Supervisory Board Rules of Procedure will be drawn out and developed as a separate Diversity Policy, applicable to the Supervisory Board and Board of Management.

The Kelpies horse head sculptures in Scotland won the Pioneer Award at the inaugural World Canals Award, announced in September. (photo)

The Kelpies horse head sculptures in Scotland won the Pioneer Award at the inaugural World Canals Award, announced in September. As tall as a nine-storey building and weighing 300 tons each, the steel supporting structures are coated with our Interfine 979 protective coating system. Around 10,000 liters of paint was used in total. The sculptures attract more than 1.4 million visitors a year.

AGM

Annual General Meeting of shareholders.