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Rules on Inside Information,
Code of Conduct, Code of Financial Ethics and complaints procedure

The members of the Board of Management and of the Supervisory Board are subject to the AkzoNobel Rules on Inside Information, which limit the opportunities of members of the Board of Management and of the Supervisory Board to trade in AkzoNobel – and in certain circumstances – other companies’ shares. Transactions in AkzoNobel shares executed by members of the Board of Management or of the Supervisory Board are notified to the Dutch Authority for Financial Markets in accordance with Dutch law and, if necessary, to other relevant authorities. Certain employees are subject to the same limitations under the AkzoNobel Rules on Inside Information.

The AkzoNobel Rules on Inside Information provide that executing transactions in AkzoNobel securities, as well as securities other than AkzoNobel securities, is prohibited if the person concerned has inside information regarding such securities. Furthermore, the Compliance Officer may determine that members of the Board of Management, members of the Supervisory Board and certain designated employees may not carry out transactions in AkzoNobel securities or other securities, both during a closed period and outside a closed period.

AkzoNobel has chosen not to follow the provisions of the Code (provisions II.2.6 and III.7.3) requiring notification by members of the Board of Management and Supervisory Board of all changes in holdings of shares in Dutch listed companies, as it believes that, in addition to the cited restrictions, this will create an unnecessary administrative burden.

Shares in the company and options of the members of the Board of Management, as well as certain senior executives, are held in an account administered by the “Stichting Executive Management Beheer”. This foundation acts as an independent portfolio manager for AkzoNobel participants.

A comprehensive Code of Conduct followed by officers and employees committed to individual and corporate integrity is one of the critical foundations of good corporate governance. AkzoNobel’s Code of Conduct, which incorporates the business principles, sets out the company’s position. It guides all our employees in their daily work. We have established several procedures to arrange for company-wide dissemination of the Code of Conduct and training. We have also established procedures and a Compliance Committee to monitor compliance with the Code of Conduct in general and certain of its provisions in particular and to provide for its enforcement. The Board of Management has adopted a Financial Code of Ethics for senior financial officers. Certain designated persons, including the CEO and the CFO, have to confirm annually in writing that they have adhered to this Code. The Financial Code of Ethics can be found on the company’s corporate website.

A complaints procedure enables employees to file complaints concerning practices that violate any internal or external rules or regulations. This procedure ensures that employees have the opportunity to report alleged irregularities without jeopardizing their legal position.

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