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Profile of the Supervisory Board’s scope and composition
This profile was amended and adopted on 17 December 2009 on the basis of article 3.1 of the Rules of the Supervisory Board (SB), replacing the profile adopted on 27 September 2007.Taking into account the nature of the company’s business and its activities, the SB’s scope and composition (and division of duties) is as follows.
The SB consists of six members. The SB strives for a diverse composition. Members of the SB are, partly on account of diversity, selected and nominated on the basis of the following selection criteria:
- an economic, financial, administrative and accounting, strategic, social political or organizational background;
- (international) knowledge and experience in activities related to Vopak’s core activities and/or markets in which Vopak operates, such as the oil industry, petrochemical industry or LNG related industries;
- competences and expertise as stated in the Principles and Best Practice provisions of article III.3 and III.3.2. in the Dutch Corporate Governance Code (Code)
- at least one member will be a so-called financial expert as meant in the Code;
- line management experience;
- (former) association with a publicly held enterprise;
- independence: in drawing up a non-binding nomination for appointment to the SB, the SB preserves the right to deviate from the Best Practice provision III.2.1 of the Code that all members except one person* will be independent as meant in Best Practice provision III.2.2 of the Code.
The composition of the SB will be such that the combination of experience and expertise of its members will enable the SB to perform its duties towards the company and the stakeholders of the company (including its shareholders) in the best possible way.
* As of 5 March 2004, Mr. M. van der Vorm has not been in compliance with the independence requirements in view of his chairmanship of the Executive Board of HAL Holding NV, which holds a capital interest of 38.57 percent in the Company. Mr. C.J. van den Driest, as former chairman of the Executive Board, does not comply with the independence requirement of article III.2.2 sub (a) of the Code.
