The Supervisory Board’s overall responsibility is to exercise supervision over the policies adopted by the Board of Management and over the general conduct of the business of the company. This specifically includes supervision of the achievement of the company’s operational and financial objectives, the corporate strategy designed to achieve the objectives and the main financial parameters and risk factors. The Supervisory Board also provides the Board of Management with advice. In fulfilling their duties, members are guided by the interests of AkzoNobel and its affiliated enterprise, taking into consideration the relevant interests of the company’s stakeholders.
Appointment, independence, conflicts of interest and composition
Members of the Supervisory Board are nominated, appointed and dismissed in accordance with procedures which are the same as those outlined above for the members of the . As a general rule, based on the rotation schedule, a Supervisory Board member’s tenure is four years. In principle, members are eligible for re-election twice. However, in deviation from the Code (provision III.3.5), a member can be nominated for re-election more often if, in a specific case, this is considered to be in the company’s interest.
The composition of the Supervisory Board is such that members are able to act with due objectivity and independently of one another and of the Board of Management. All members meet the independence requirements as stated in Code provisions III.2.1 and III.2.2, as confirmed in the Supervisory Board’s report in accordance with provision III.2.3.
No member of the Supervisory Board holds more than five supervisory board memberships in Dutch listed companies.
The Supervisory Board is governed by its Rules of Procedure, which include detailed provisions on how to deal with conflicts of interest and potential conflicts of interest between members of the Supervisory Board and the company. In 2009, no transactions were reported under which a member had a conflict of interest which was of material significance to the company. The Supervisory Board Rules of Procedure, encompassing the Profile and the Charters of the Committees, reflect the tasks and responsibilities of the Supervisory Board and are available on our corporate website.
The Chairman of the Supervisory Board determines the agenda, chairs the meetings of the Supervisory Board, monitors the proper functioning of the Supervisory Board and its committees, arranges for the adequate provision of information to its members and acts on behalf of the Supervisory Board as the main contact for the Board of Management. He also initiates the evaluation of the functioning of the Supervisory Board and the Board of Management and chairs the Annual General Meeting of shareholders. From May 1, 2006, to February 23, 2009, the Supervisory Board was chaired by Mr. Van den Bergh. On February 23, 2009, Mr. Vuursteen was appointed Chairman of the Supervisory Board.
The Supervisory Board is assisted by the Secretary. All members have access to the advice and services of the Secretary, who is responsible for ensuring that procedures are followed and that the Supervisory Board acts in accordance with its statutory obligations under the Articles of Association.
Supervisory Board members receive a fixed annual remuneration and attendance fee, which is determined by the Annual General Meeting of shareholders. More information on the remuneration of the members of the Supervisory Board can be found in .
Board appointments 2009:
Mr. Vuursteen was appointed Chairman of the Supervisory Board
Mr. Bufe was appointed Deputy Chairman of the Supervisory Board
Mr. Burgmans was appointed Chairman of the Remuneration Committee
Mrs. Bruzelius was appointed a member of the Audit Committee
Mr. Ellwood was appointed a member of both the Nomination Committee and the Remuneration Committee
Mr. Gunning was appointed a member of the Board of Management.