Drawing up selection criteria and appointment procedures with respect to members of the Supervisory Board and members of the Board of Management of the company.
Conducting a periodic assessment of the size and composition of the Supervisory Board and the Board of Management and drawing up the profile.
Conducting a periodic assessment of the functioning of individual members of the Supervisory Board and Board of Management and reporting thereon to the Supervisory Board.
Proposing appointments and re-appointments.
Supervising the policy of the Board of Management with respect to selection criteria and appointment procedures for the senior management of the company.
Activities during 2013
In 2013 the Selection and Appointment Committee held one meeting, which was attended by both members of the Selection and Appointment Committee and all other members of the Supervisory Board. In addition, the Committee consulted by telephone on several occasions. During the year under review, the Selection and Appointment Committee discussed a balanced composition of and succession planning for the Board of Management, diversity, and the composition and size of the Supervisory Board, bearing in mind the Board’s profile and retirement rota. The Committee discussed how to implement the objective stipulated in the profile of the Supervisory Board to appoint a female member to the Supervisory Board by 2015 or sooner insofar as this is possible.
According to the Supervisory Board retirement rota, the term of office of Mr. Niggebrugge ended in 2013. The Supervisory Board simultaneously informed both the shareholders and the Works Council of the resulting vacancy. Mr. Niggebrugge let it be known that he was available for re-appointment. The Supervisory Board proposed to the General Meeting of Shareholders that Mr. Niggebrugge be re-appointed to the Supervisory Board. The proposal to re-appoint rested on the fact that Mr. Niggebrugge has extensive experience as a member of the Supervisory Board and puts this membership into practice with great expertise.The recommendation to re-appoint Mr. Niggebrugge was in accordance with the law and the company’s Articles of Association. The recommendation to re-appoint Mr. Niggebrugge had the full support of the Works Council. On 8 May 2013, the General Meeting of Shareholders re-appointed Mr. Niggebrugge for a period of four years.
The Selection and Appointment Committee prepared the proposal to appoint Mr. Baan, chairman of the non-executive board of Dockwise, as a member of the company’s Supervisory Board. However, this proposal was precluded by the sad passing away of Mr. Baan.
Furthermore, the Selection and Appointment Committee discussed the appointment of Mr. A. Goedée as a member of the Board of Management. The Supervisory Board adopted the proposal for his appointment and, having sought the opinion of the General Meeting of Shareholders, on 8 May 2013 appointed Mr. Goedée to the Board of Management for a period of one year.
A further topic of discussion was the re-appointment of Mr. J.H. Kamps as a member of the Board of Management. Mr. Kamps’ experience as the company’s Chief Financial Officer and the expertise and the conscientious way in which he performs his job led the Supervisory Board to decide to submit the proposed resolution to re-appoint Mr. Kamps for discussion by the General Meeting of Shareholders to be held on 13 May 2014.
The Supervisory Board also discussed the extension of the term of appointment of Mr. F.A. Verhoeven, which expires on the date of the General Meeting of Shareholders in 2015. It is the intention of the Supervisory Board to extend this term by a period of one year to the General Meeting of Shareholders in 2016. In the opinion of the Supervisory Board this extension will contribute to the transformation of the company's organizational structure to a new divisional structure, with the expertise and experience of Mr. Verhoeven safeguarding the continuity in the further integration of Dockwise. Reports and findings of the meetings of the Selection and Appointment Committee were presented to the entire Supervisory Board.