The members of the Executive Board (EB) shall be collectively responsible for the company's management, the general affairs of the company's business and the general affairs of the group companies affiliated with the company. In doing so they strive to create shareholder value over the longer term.
The EB members shall divide their tasks by mutual consultation and subject to the SB's prior approval. In case of a managing director's absence, his duties and powers shall be carried out by the other members of the EB or another member designated by the EB. In case of long-term absence, the SB shall be notified of that designation.
Each managing director shall be accountable to the EB for the fulfillment of his duties and must therefore report to the EB on a regular basis and in such a manner as to give the EB a proper insight into the performance of his duties, the foregoing also in view of the EB's collective responsibility.
Each managing director shall have the right to receive from other managing directors and from employees any information about matters which he may deem useful or appropriate in connection with his collective responsibility for the company's management. He must consult with the other managing directors if the implementation of his duties affects the implementation of the duties of the other managing directors or if the significance of the matter requires consultation with the other managing directors. This includes in any event the actions referred to in article 2.5 of the Regulations of the Executive Board.
Each managing director may represent the company. However, the written consent of another managing director shall be required for committing or terminating rights of the company if such commitments exceed an amount of EUR 2.5 million. Such consent may appear from minutes of meetings of the EB or excerpts thereof signed by the Secretary. As to the authority in respect of bank and/or ‘giro’ accounts the Company applies a dual signatory requirement with two categories of executives, whereby a distinction is made between payment instructions and the entering into agreements with such financial institutions.
In discharging its duties, the EB shall be guided by the interests of the company and its business; it shall take into account the relevant interests of all those involved in the company (including the company's shareholders). The EB is responsible for the quality of its own performance.
The responsibilities of the EB shall include:
The company shall in any event employ as instruments of the internal risk management and control systems:
Every year, the EB shall determine the strategy for the company and the group companies. In addition, the EB shall draw up the operational and capital budget for the following year. Both policies shall be adopted with the SB's approval thereto.
The EB shall, under the supervision of the SB, be responsible for setting up and maintaining internal procedures ensuring that the EB is aware of all important financial information, in order to safeguard timely, complete and accurate external financial reporting. To that extent the EB shall ensure that the financial information from group companies is reported directly to it and that the integrity of the information is not affected.
The EB shall attach to the annual accounts a report on the way it has functioned and on its activities. This annual report shall in any event contain the information as required by law and pursuant to the Dutch Corporate Governance Code.