Vopak has evaluated its corporate governance setup against the Dutch Corporate Governance Code (the Code) and concluded that it satisfies the principles and best practice provisions of the Code, with six exceptions listed below.
The term of Mr De Kreij’s contract of employment is not in accordance with this provision. The contract was concluded for an indefinite period prior to the Code coming into effect.
Two members of the Supervisory Board, Mr Van der Vorm and Mr Van den Driest, do not currently satisfy all independence criteria of the Code, which is not in accordance with this best practice provision. The Supervisory Board and the Executive Board are of the opinion that both gentlemen offer considerable added value to the Supervisory Board. Regarding Mr Van der Vorm, this added value particularly relates to his capabilities, knowledge and experience in managing and investing in internationally operating companies. For Mr Van den Driest, in particular his knowledge of logistic services, tank storage activities, the port of Rotterdam and familiarity with the company, which he acquired over many years in different capacities, and as Chairman of the Executive Board up to 1 January 2006, provide considerable added value to the Supervisory Board. The General Meeting has approved the (re) appointment of Mr Van der Vorm and Mr Van den Driest during the respective General Meetings.
The contract of employment between Vopak and Mr De Kreij is not in accordance with this provision. In the event of his dismissal, Mr De Kreij will be contractually entitled to at least two years’ salary. Such severance pay may also become due if Mr De Kreij cannot reasonably be requested to fulfill his duties any longer as a result of changes in circumstances, for example if a public bid is made. The contract was concluded prior to the Code coming into effect and rights already acquired may not be impaired.
This best practice provision relates to diversity and states that the Supervisory Board should strive for a diverse composition as to gender and age and should formulate concrete targets to achieve this. The Supervisory Board of Vopak strives for a diverse composition of its board and has formulated key elements of the profile of members of the Supervisory Board. These elements are available on the corporate governance section of this website. Vopak does not strictly follow the recommendation on an explicit target on diversity in terms of gender or age, and has not formulated concrete targets in this respect. The overriding principle for Vopak is that the Supervisory Board has a diverse composition of persons with a valuable contribution to the Board in terms of experience and knowledge of the oil, petrochemical or LNG industry or other business knowledge, regardless of gender or age.
With respect to this best practice provision, it should be noted that Mr Van der Vorm was reappointed as a member of the Supervisory Board for a fourth and maximum term of four years at the AGM of 25 April 2012. Section III.3.5 of the Code limits the number of four-year terms to a maximum of three.
However, the regulations of the Supervisory Board provide that the Supervisory Board may decide otherwise, which it did in the case of Mr van der Vorm, based on his outstanding performance as a member of the Supervisory Board and his valuable knowledge and experience.
With respect to this best practice provision, it should be noted that Mr Van den Driest has been appointed Chairman of the Remuneration Committee in order to succeed Mr Van Loon who had to withdraw from the Supervisory Board in 2009 for health reasons. Mr Van den Driest left the company on 1 January 2006. The Supervisory Board believes that Mr Van den Driest is fully qualified to perform the role of Chairman of the Remuneration Committee given his background and experience. There is currently no intention to change the Chairmanship of the Remuneration Committee.
Vopak has various sets of regulations in place governing the performance of its various bodies and ensuring implementation of the rules applicable within Vopak. These regulations have been amended in line with the Code, recent legislative amendments and decisions made by the Supervisory Board from time to time. The regulations can be consulted on this website.