Supervisory Board activities

Meetings

The Supervisory Board held eight regular scheduled meetings and 30 additional meetings during 2017. The additional meetings were required to ensure the Supervisory Board was sufficiently informed and could make considered decisions regarding the exceptional events that occurred during the year (further details can be found in the Timeline of key events in 2017). The Board of Management attended all eight meetings and the vast majority of the 30 additional meetings. The Executive Committee attended the majority of the scheduled meetings, while the additional meetings were mostly held without the Executive Committee present. Almost all plenary sessions of the Supervisory Board were preceded or succeeded by an executive session of the Supervisory Board, with the CEO in attendance. The Supervisory Board also regularly held executive sessions without the CEO present. An attendance overview of the meetings of the Supervisory Board and its committees can be seen on the this page.

Supervisory Board attendance record

The table below provides an overview of the attendance record of the individual members of the Supervisory Board. The Supervisory Board attaches great value to the attendance of its meetings by each Supervisory Board member. However, if Supervisory Board members are unable to attend a Supervisory Board or committee meeting, they inform the relevant Chairman, stating the reason. They also have the opportunity to discuss any agenda items with the relevant Chairman. Attendance is expressed as the number of meetings attended out of the number eligible to attend. The Supervisory Board notes the low absenteeism rate from Supervisory Board and committee meetings in 2017.

Supervisory Board attendance record

 

SB

AC

RC

NC

The table indicates the meeting attendance for the Supervisory Board (SB), the Audit Committee (AC), the Remuneration Committee (RC) and the Nomination Committee (NC).

1

Resigned December 1, 2017.

2

Appointed November 30, 2017.

3

Appointed to the Nomination Committee in February 2017.

4

Appointed to the Remuneration Committee in June 2017.

Antony Burgmans

38/38

7/7

3/3

Sari Baldauf1

35/37

6/6

3/3

Peggy Bruzelius

35/38

8/10

Sue Clark2

1/1

Byron E. Grote3

38/38

10/10

2/2

Louis Hughes

37/38

10/10

Michiel Jaski2

1/1

Pamela Kirby

38/38

7/7

3/3

Dick Sluimers4

36/38

10/10

4/4

Patrick Thomas2

1/1

Ben Verwaayen

35/38

6/7

3/3

Strategy reviews

During 2017, the Supervisory Board continued to allocate adequate time to discuss strategic activities, in particular with regard to the events set out in the Timeline of key events in 2017. This included detailed Business Area by Business Area analyses, and the decision to separate Specialty Chemicals and create two high performing businesses. The company renewed its efforts to achieve functional excellence and efficiencies by implementing a transformation program, pursuant to which a new management structure was announced. In addition, functional and operational strategy updates were reviewed and discussed, including from Information Management, Integrated Supply Chain, Human Resources and Sustainability.

At corporate level, the Supervisory Board received comprehensive market updates, approved the financial guidance for 2020 for Paints and Coatings in April and reviewed and approved the company’s strategy to create two focused businesses with sustainable growth plans. During the Extraordinary General Meeting held in November 2017, it was reconfirmed that this strategy is expected to unlock further value and accelerate growth for both the Paints and Coatings, and Specialty Chemicals businesses.

Separation of Specialty Chemicals

During 2017, the Supervisory Board allocated adequate time to overseeing the separation of Specialty Chemicals. The separation is following a dual-track process (either for legal demerger or private sale) and remains on track for April 2018. Internal separation was completed by January 1, 2018. The Supervisory Board will decide whether to opt for a legal demerger or private sale on the basis of various factors, including which method creates most value and what is in the best interest of our shareholders and other stakeholders. The Specialty Chemicals business is in a strong financial position and is well placed to operate as a standalone business.

Sustainability

Sustainability is integral to the company’s business strategy. For AkzoNobel, this means delivering both short-term and long-term value for shareholders and all other stakeholders, because today’s profits are essential to fund tomorrow’s innovations.

The focus on sustainable product portfolios and resource productivity is an investment in the future success of AkzoNobel, motivating and giving pride to employees, because sustainability is a core principle, defining what the company is and what it stands for.

The Supervisory Board reviews sustainability as an intrinsic value driver in the work of all businesses and all functions. Likewise, the Sustainability Council – which advises the Executive Committee on sustainability developments – contains representatives of every business and function and is led by the CEO.

Over the last 15 years, AkzoNobel has successfully differentiated itself from its competitors by taking a pragmatic approach to business sustainability, seeking to generate more value from fewer resources and to turn societal concerns and environmental challenges into product innovations that meet a market need. AkzoNobel also benchmarked its sustainability processes and earned stakeholder respect by achieving a clear leadership status in independent rankings. During 2017, the company returned to the top of the influential Dow Jones Sustainability Index (DJSI) to lead the rankings for the fifth time in six years, being placed first in the Chemicals industry. This represents a quick and successful response from the company after its run of four consecutive years at the top was briefly interrupted in 2016. AkzoNobel’s status as a clear leader was demonstrated again when the company achieved the top ranking in the Carbon Disclosure Project (CDP) “Catalyst for Change” report on the chemical industry’s carbon disclosure transparency.

During 2017, the Supervisory Board also assessed the company’s sustainability strategy and targets. The Supervisory Board is confident that by making sustainability an explicit differentiator – part of the company’s brand – AkzoNobel enhanced its value proposition for employees and business partners. Looking forward, the company will continue to develop business opportunities in alignment with the UN Sustainable Development Goals, which are relevant for the long-term societal needs of each region, creating more shared value from fewer resources.

Recognition by the Top Employers Institute: AkzoNobel receiving official certification in three of its key markets – Brazil, China (pictured) and the UK (photo)

Our continued commitment to offering the best conditions for employees was recognized by the Top Employers Institute, with the company receiving official certification in three of its key markets – Brazil, China (pictured) and the UK. The latest accreditation means AkzoNobel has now achieved Top Employer status for six years in a row in the UK and five consecutive years in China, while in Brazil it’s the second year running.

Performance and budget planning

Sustainability also forms an integral part of corporate and management performance and the Supervisory Board pursued a detailed approach to assessing this performance during the year. Individual Board of Management and Executive Committee performance was addressed in Supervisory Board meetings following recommendations from the Remuneration Committee. For more details, see the report of the Remuneration Committee.

Discussions on corporate performance are held at each regular Supervisory Board meeting. These discussions include business reviews and performance updates from corporate functions. Forward-looking targets were also addressed in light of these reviews, and both the proposed budget and operational plan for 2018 were provided for the Supervisory Board’s review and approval in the final quarter of the year. The Supervisory Board took a diligent approach to assessing these plans, taking into account prevailing market conditions. Following this assessment, the Supervisory Board has approved the proposed budget and operational plan for 2018.

During 2017, the Supervisory Board was pleased to see the company continuing to benefit from management’s strategic initiatives, including cost reductions through enhanced efficiencies and operational excellence. This led to profitability improvements during the year, despite difficult market conditions and significant supply chain disruptions. The nature of this performance provided a basis for the Supervisory Board’s approval of the proposal to increase the dividend for the year 2017. In addition, a €1 billion special cash dividend – as advance proceeds from the separation of Specialty Chemicals – was paid on December 7, 2017. Further details on the 2017 dividend proposal are provided in the Consolidated financial statements and profit allocation paragraph.

Risk management

The Supervisory Board views risk management as an essential mechanism, not only for safeguarding the business and assets of AkzoNobel, but also for securing versatility and long-term performance and value creation. Risk management updates were received throughout the year as the Supervisory Board sought to assure itself of the robustness of the company’s risk mitigation and internal controls. As an aspect of these assurances, the Supervisory Board considered the risks related to each of the events set out in the Timeline of key events in 2017 and scrutinized related mitigating actions.

The Board of Management and Executive Committee maintain the risk management framework and system of internal controls. The company’s governance, risk and compliance functions support our comprehensive global risk management processes and facilitate risk workshops. During the workshops, risk scenarios are prepared and assessed, including the appropriateness of the controls and mitigation measures. Implementation of risk mitigating measures for the key risks, as identified by the Board of Management and the Executive Committee, is monitored by the Supervisory Board during the year by means of risk updates and reviews. Further details are included in the Risk management chapter in the Strategic performance section.

Corporate governance

Following the implementation of the revised Dutch Corporate Governance Code (the “Code”) with effect from January 1, 2017, a working group was established – comprising internal experts from each function – to perform an in-depth review of the corporate governance framework and systems of the company in the context of compliance with the Code. Certain practices were revised and the Supervisory Board is satisfied the company has complied with the Code on a “comply or explain” basis. Further details can be found in the Governance and compliance section.

Talent management and succession planning

Talent management has been a strong focus for the Supervisory Board in 2017. Throughout the year, the Supervisory Board discussed and undertook detailed executive succession planning. The executive talent pool, which was reviewed and defined in 2016, was used to ensure that executive level succession plans are in place and implemented in the new organizational structure.

In July 2017, Mr. Ton Büchner resigned as CEO for health reasons. The Supervisory Board’s consistent and structured approach to succession planning allowed the company to be in a position to announce the appointment of Mr. Vanlancker as CEO shortly after receiving Mr. Büchner’s resignation. Upon recommendation from the Nomination Committee, the Supervisory Board designated Mr. Vanlancker as CEO and Chairman of the Board of Management, with full power and authority as a member of the Board of Management, in accordance with the Articles of Association of Akzo Nobel N.V., which provides for such designation until formal CEO appointment by shareholders. Mr. Vanlancker was formally appointed as a member of the Board of Management by shareholders at the EGM held on September 8, 2017.

During 2017, the Supervisory Board also discussed changes to the composition of the Executive Committee. The Supervisory Board discussed the re-appointment of Mr. Werner Fuhrmann to replace Mr. Vanlancker as Executive Committee member responsible for Specialty Chemicals. Mr. Fuhrmann was welcomed back to the company in August 2017 to head up Specialty Chemicals and lead on the separation. He subsequently resigned from the Executive Committee on January 2, 2018, due to the internal separation of Specialty Chemicals. The Supervisory Board also discussed and supported the CEO’s appointment of Mr. David Allen as Chief Supply Chain Officer and member of the Executive Committee.

In August 2017, the CFO, Mrs. Maëlys Castella, resigned from the Board of Management due to health reasons. She is now on a leave of absence. The Supervisory Board appointed the Group Controller, Mr. Hans De Vriese, as interim CFO and member of the Executive Committee, which ensured continuity while the search for a CFO began. Following recommendation from the Nomination Committee, the Supervisory Board was pleased to nominate Mr. Maarten de Vries as CFO and member of the Board of Management with effect from January 1, 2018. Mr. De Vries’ appointment was approved by shareholders at the EGM held on November 30, 2017.

The Supervisory Board also took the time to discuss its own composition and succession plans in order to ensure continued effectiveness. Discussions in this regard were also held with shareholders. These discussions led to the nominations of Mrs. Sue Clark and Mr. Patrick Thomas in August 2017, and of Mr. Michiel Jaski in October 2017, as members of the Supervisory Board. The appointments were approved at the EGM held on November 30, 2017, and the new Supervisory Board members have undergone a comprehensive induction to AkzoNobel – including one-on-one meetings with the CEO, CFO, and all other Executive Committee members. As the third term of Mr. Antony Burgmans as Chairman of the Supervisory Board of AkzoNobel ends in 2018, the Supervisory Board initiated a search for a new Chairman. The search was managed by the Nomination Committee, led by Mr. Byron E. Grote. As per best practice, Mr. Burgmans did not participate in the Nomination Committee’s work in this regard. A thorough internal and external search was conducted, with the assistance of an independent and well-reputed search firm. The requirements of the Dutch Corporate Governance Code were considered throughout the process. Shareholders have been consulted and the Supervisory Board has nominated the best candidate for consideration by the shareholders at the Annual General Meeting of April 26, 2018. For further details, please refer to the notice of the , which can be found on the corporate website.

The Supervisory Board has updated its skills matrix under recommendation from the Nomination Committee. The updated matrix can be found later in this section.

Supervisory Board evaluation

The Supervisory Board continued to engage in its own ongoing training during the year and received regular updates on corporate governance and requirements. An important preparatory aspect of this was the Supervisory Board evaluation, which provides an assessment of its effectiveness, that of its committees and its individual members. In general, this process is undertaken through an internal evaluation of performance. Once every three years – unless it determines to do so more frequently – instead of an internal evaluation, the Supervisory Board undergoes an independent external assessment facilitated by a specialist consultant.

In 2016, the Supervisory Board underwent an evaluation by means of an external assessment of performance. During 2017, the Supervisory Board continued to improve on items highlighted during the external evaluation, including the approach to risk identification, governance structure, composition, succession and talent management.

In addition, during 2017 – as part of the selection process for the three newly appointed members of the Supervisory Board – an evaluation of the functioning and composition of the Supervisory Board, its committees and its individual members was carried out by the Supervisory Board. The Supervisory Board believes that these appointments enhance the performance and effectiveness of the Supervisory Board.

Financial statements and profit allocation

The financial statements of Akzo Nobel N.V. for the financial year 2017 were audited by PriceWaterhouseCoopers Accountants N.V. The Board of Management submitted the report and financial statements – including the report of the Board of Management – to the Supervisory Board for review and approval.

The financial statements, the report and management letter of the external auditors were discussed by the Audit Committee extensively with the external auditors, in the presence of the CFO and by the full Supervisory Board with the Board of Management and the General Counsel. Based on these discussions, the Supervisory Board is of the opinion that the 2017 financial statements of Akzo Nobel N.V. form an adequate basis to account for the supervision provided (see the Consolidated financial statements). The Audit Committee monitors the follow-up by management of the recommendations made by the external auditors.

The Supervisory Board recommends that the AGM adopts the financial statements as presented in this Report 2017 and, as proposed by the Board of Management, the proposed total dividend for 2017 of €2.50 per common share outstanding. This represents an increase of 52% over the previous year and the third year in a row where the Supervisory Board has proposed an increased dividend. This reflects the continued commitment to the company’s aim of providing a stable to rising dividend. It is proposed that this amount, less the interim dividend of €0.56 per common share – which was paid in November 2017 – be made payable on May 25, 2018. The dividend will, at the shareholders’ discretion within the limits and on the conditions set by the Board of Management, be paid either in cash or in shares. In addition, we request that the AGM discharges the members of the Board of Management from their responsibility for the conduct of business in 2017 and the members of the Supervisory Board for their supervision in 2017.

During 2017, the Supervisory Board approved the proposal of the Board of Management to pay a special cash dividend of €4.00 per common share outstanding as advance proceeds from the separation of Specialty Chemicals. The distribution was paid wholly in cash on December 7, 2017.

AGM

Annual General Meeting of shareholders.