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Compliance with the Dutch Corporate Governance Code
GrandVision fully endorses the core principles of the Dutch Corporate Governance Code and is committed to adhering to the best practices set out in the Code as closely as possible. The Dutch Corporate Governance Code can be found at www.commissiecorporategovernance.nl. The company fully complies with the Code, with the exception of the following provisions:
Best-practice provision II.1.1: A management board member is appointed for a maximum period of four years. A member may be reappointed for a term of not more than four years at a time. The Articles of Association and the Management Board Rules do not stipulate a maximum period for the appointment of the CEO and the CFO. The service agreements for the CEO and the CFO are for an indefinite period of time, thereby maintaining the same term that was included in their respective employment agreements with the Company before its conversion into a public limited liability company.
Best-practice provision II.2.9: The company may not grant its management board members any personal loans, guarantees or the like unless in the normal course of business and on terms applicable to the personnel as a whole, and after approval of the supervisory board. No remission of loans may be granted. In the past, loans were granted to the top management to acquire part of the shares they hold in the Company. At the end of the financial year 2016, the loans granted to the CFO are partly still outstanding. Granting these loans was in line with past practice but has been discontinued since the public listing of GrandVision.
Best-practice provision III.5.11: The remuneration committee may not be chaired by the chairman of the supervisory board or by a former member of the management board of the company, or by a supervisory board member who is a member of the management board of another listed company. Mr. Groot is the Chairman of the Remuneration Committee and a member of the management board of another listed company. This situation will be allowed to continue in light of Mr. Groot’s extensive knowledge and experience and as the other members of the Remuneration Committee are also restricted from holding the chairmanship by the provision of the Code.
Corporate governance statement
The Dutch Corporate Governance Code requires companies to publish a statement concerning their approach to corporate governance and compliance with the Code. This is referred to in article 2a of the Decree on additional requirements for annual reports 'Vaststellingsbesluit nadere voorschriften inhoud jaarverslag' last amended on January 1, 2010 (the Decree). The information required to be included in this corporate governance statement as described in articles 3, 3a and 3b of the Decree, which are incorporated and repeated here by reference, can be found in the Governance and Compliance section of this Annual Report.