Supervisory Board activities

Members of the Supervisory Board and Executive Committee visiting the company’s sites in Barcelona, Spain (photo)

Members of our Supervisory Board and Executive Committee visited the company’s sites in Barcelona, Spain, during 2019. The schedule included business reviews and site tours, and enabled senior leadership to meet employees and get a better understanding of our activities and operations.

Supervisory Board activities 2019

Q1 activities 2019

  • Review of Q4 2018 financials and performance
  • 2018 financial statements and profit allocation
  • Final 2018 dividend
  • HR strategy update
  • M&A strategy update
  • Transformation Office update
  • Risk Management: Risk session outcomes
  • HSE full-year report
  • 2018 external audit report

Q2 activities 2019

  • Review Q1 2019 financials and performance
  • Investor Relations update
  • Review Winning together: 15 by 20 ambition
  • Business updates
  • Transformation Office update
  • Nomination of Jolanda Poots-Bijl as a Supervisory Board member
  • M&A strategy update
  • Acquisition of French aerospace coatings manufacturer Mapaero
  • ISC 2025
  • Innovation strategy update
  • HR strategy update

Q3 activities 2019

  • Review Q2 2019 financials and performance
  • Investor Relations update
  • Business updates
  • Transformation Office update
  • HR strategy update
  • Enterprise Risk Management update
  • Functional and business strategy review
  • Raw materials strategy update
  • Operational excellence
  • Innovation strategy update
  • M&A strategy update

Q4 activities 2019

  • Review Q3 2019 financials and performance
  • Interim dividend 2019
  • Share buyback program
  • M&A strategy update
  • Information Management update
  • Transformation Office update
  • Company strategy update
  • Operational excellence
  • HR strategy update
  • Budget 2020
  • Investor Relations update

The list above provides an overview of relevant topics discussed and reviewed in Supervisory Board meetings in 2019.

Meetings and attendance

During 2019, the Supervisory Board held eight regular, scheduled meetings and two additional meetings. The additional meetings were required to ensure the Supervisory Board was sufficiently informed and could make considered decisions regarding transactions such as the acquisition of French aerospace coatings manufacturer Mapaero.

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 all members. However, if Supervisory Board members are unable to attend a Supervisory Board or committee meeting, they inform the relevant Chairman of the reason. At all times, Supervisory Board members receive the materials for the specific meeting, enabling them to provide input and have the opportunity to discuss any agenda items with the relevant Chairman and provide a proxy to act on their behalf. They also have the opportunity to discuss any agenda items with the relevant Chairman prior to the meeting. The Board of Management attended all regular meetings. The CEO attended all additional meetings, while the CFO attended one of them. The Executive Committee attended the majority of the meetings. Almost all plenary sessions of the Supervisory Board were preceded or succeeded by executive sessions of the Supervisory Board, with or without the CEO in attendance.

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) for regular and additional meetings.

The attendance record shows the eight regular scheduled meetings and the two additional meetings of the Supervisory Board.

Additional meetings are scheduled ad hoc when needed.

1

Appointed at the AGM on April 25, 2019. Also appointed as an Audit Committee member on the same date.

2

Stepped down on April 25, 2019, after completing a 12-year term.

Nils Smedegaard Andersen

10/10

 

5/6

2/2

Jolanda Poots-Bijl1

5/7

4/5

 

 

Peggy Bruzelius2

3/3

2/2

 

 

Sue Clark

9/10

 

5/6

 

Byron Grote

9/10

7/7

 

2/2

Michiel Jaski

10/10

7/7

 

 

Pamela Kirby

9/10

 

6/6

2/2

Dick Sluimers

7/10

6/7

6/6

 

Patrick Thomas

10/10

7/7

 

 

Ben Verwaayen

9/10

 

5/6

2/2

Strategy reviews

During 2019, the Supervisory Board continued to allocate adequate time to discuss strategic activities, including detailed business analyses and portfolio reviews. In light of the continuous implementation of the Winning together: 15 by 20 ambition – and forward planning beyond 2020 – along with the related transformation program, the company renewed its efforts to achieve efficiencies in operational and functional excellence. The implementation of Integrated Business Planning (IBP) and an integrated Global Process Organization (GPO) were considered key enablers for future performance improvement. In addition, functional updates were reviewed and discussed, including Finance, Information Management, Integrated Supply Chain, Procurement, Human Resources and Innovation.

The Supervisory Board received comprehensive market updates and advised, reviewed and approved the next phase of the company’s transformation through regular updates from the Transformation Office.

Strategy beyond 2020

The Winning together: 15 by 20 strategy, with its ambitious targets (set in 2017) and a focus on achieving 15% , has been successful in focusing on a step-change in profitability. Going forward, beyond 2020 AkzoNobel will rebalance growth and margins.

Proceeds Specialty Chemicals separation

Following the implementation of the sale of the Specialty Chemicals business, a special cash dividend of €1 billion was paid in December 2017 as advance proceeds. The additional €5.5 billion in proceeds have been returned using different distribution methods. A capital repayment and share consolidation of €2 billion was completed in January 2019; a special cash dividend of €1 billion was paid on February 25, 2019; and a share buyback of €2.5 billion was completed in December 2019. The capital repayment and share consolidation was approved by shareholders at the EGM in November 2018.

Sustainability

Sustainability is a core principle and is integral to the company’s strategy, which means delivering both short-term and long-term value for shareholders and other stakeholders, because today’s profits are essential to invest in tomorrow. Our “People. Planet. Paint.” approach to sustainability is an investment in the future success of the company. Having sustainability as a core principle motivates employees, is a source of pride and helps to define what the company is and what it stands for. The Supervisory Board views sustainability as an intrinsic value driver in the work of all businesses and all functions.

During 2019, the Supervisory Board also assessed sustainability as part of strategy and targets. The Supervisory Board is confident that by making sustainability an explicit differentiator – part of the company’s brand – AkzoNobeI has enhanced its value proposition for stakeholders, including employees and business partners. The company also continues to develop business opportunities in alignment with relevant UN Sustainable Development Goals (SDGs).

Performance and management planning

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 were held at each regular Supervisory Board meeting and included 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 operating plan for 2020 were diligently reviewed by the Supervisory Board in Q4, taking into account prevailing market conditions. Following this assessment, the Supervisory Board has approved the proposed budget and operating plan for 2020.

During the year, the Supervisory Board was pleased to see the company continuing to benefit from management’s strategic initiatives, including cost savings. The nature of this performance provided a basis for the Supervisory Board’s approval of the dividend proposal (further details on the 2019 dividend proposal can be found in the Consolidated financial statements and Profit allocation paragraph).

Risk management

The Supervisory Board views risk management as an essential mechanism for safeguarding the business and assets of the company, as well as securing long-term performance and value creation. Risk management updates were received during the year as the Supervisory Board sought to assure itself of the robustness of the company’s risk mitigation and internal controls.

The Board of Management and Executive Committee maintain the risk management framework and system of internal controls. 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 and the Audit Committee during the year by means of risk updates and reviews. Further details are included in the Risk management chapter in the Governance and compliance section.

Corporate governance

The Supervisory Board continuously reviews the company’s corporate governance and its compliance with the Dutch Corporate Governance Code.

Talent management and succession planning

In 2019, the Supervisory Board, after discussing its own composition and succession plans, nominated Jolanda Poots-Bijl and re-appointed Dick Sluimers as members of the Supervisory Board. The appointment and re-appointment were approved at the AGM held on April 25, 2019. More information on the nomination process and the induction training of Supervisory Board members can be found in the Corporate governance statement.

During 2019, the Supervisory Board also discussed and supported changes to the composition of the Executive Committee. This included the appointment of David Prinselaar as Chief Supply Chain Officer (after David Allen stepped down). With Maëlys Castella stepping down as Chief Corporate Development Officer, her responsibilities were divided between the CEO and the General Counsel. The Supervisory Board also discussed the succession of Marten Booisma as Chief Human Resources Officer by Joëlle Boxus as per March 9, 2020. The requirements of the Dutch Corporate Governance Code and the skills matrix, updated further upon recommendation by the Nomination Committee, were considered throughout the process. The updated matrix can be found later in this section.

Independence of the Supervisory Board

Supervisory Board members are required to act critically and independently of one another, the Board of Management, the Executive Committee and the company’s stakeholders.

Each member of the Supervisory Board meets the independence requirements as stated in the Code and has completed the annual independence questionnaire addressing the relevant requirements for independence. To this end, both the Supervisory Board and the company take steps to verify that:

  • No cross ties exist between Supervisory Board members and members of the Board of Management
  • No employment relationships were in place between Supervisory Board members and AkzoNobel during the five years preceding their last appointment
  • No personal financial compensation has been paid, other than in relation to work as a Supervisory Board member
  • No Supervisory Board member has had important business relationships with the company in the year prior to their last appointment
  • There are no significant shareholding ties (amounting to more than 10% of the share capital of the company) between Supervisory Board members, or their closely associated persons, and the company

Supervisory Board evaluation

To assess its effectiveness, the Supervisory Board carried out an internal performance evaluation of itself, its individual members, its Audit Committee, Remuneration Committee and Nomination Committee, the Chairman and the chairmen of these committees, as well as its relationship with the Board of Management and the Executive Committee. The process consisted of Supervisory Board members completing a confidential questionnaire.

In a separate meeting without the Board of Management, the full Supervisory Board discussed the results of the evaluation questionnaires. The Supervisory Board also discussed the functioning of the Board of Management and the performance of its individual members. The Chairman had one-on-one calls with all Supervisory Board members to discuss individual impressions on the functioning of the Supervisory Board and items covered in 2019.

During 2020, the Supervisory Board agreed to focus on an effective division of responsibilities between the different committees. Other focus areas include the governance and process on succession planning and talent management. Additional time will be spent on contributing to the development of the company strategy beyond 2020. Items addressed were overall performance and composition of the Supervisory Board, the Audit Committee and the other committees, strategic issues and key areas for 2020. Other points discussed were the nature and impact of the discussions, strategy oversight, risk management and internal control and succession planning.

We are pleased to confirm our internal evaluation concluded that the Supervisory Board and its committees continue to operate proficiently. There is a dynamic and open atmosphere between the Supervisory Board and the Board of Management – as well as the other members of the Executive Committee – offering support and constructive challenge. It was agreed that more time will be spent on business deep dives, as well as focusing more on succession planning and company talent.

Financial statements and profit allocation

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 of Akzo Nobel N.V. for the financial year 2019 were audited by PricewaterhouseCoopers Accountants N.V..

The financial statements, the report and management letter of the external auditors were extensively discussed by the Audit Committee with the external auditors, in the presence of the CFO, and by the full Supervisory Board with the Board of Management and the Executive Committee. Based on these discussions, the Supervisory Board is of the opinion that the 2019 financial statements of Akzo Nobel N.\/. form an adequate basis to account for the supervision provided (see the Consolidated financial statements). The Audit Committee monitors the follow-up by management on the recommendations made by the external auditors.

The Supervisory Board recommends that the AGM adopts the financial statements as presented in this Report 2019 and, as proposed by the Board of Management, the proposed total dividend for 2019 of €1.90 (2018: €1.80), including a final dividend of €1.49 per share. An interim dividend of €0.41 (2018: €0.37) per share was paid in November 2019. This reflects the continued commitment to providing a stable to rising dividend. The dividend will be paid in cash.

In addition, it is requested that the AGM discharges the members of the Board of Management from their responsibility for the conduct of business in 2019 and the members of the Supervisory Board for their supervision in 2019.

ROS (return on sales)

This is a key profitability measure and is calculated as adjusted operating income as a percentage of revenue.