DSM Corporate Governance
Managing Board and Supervisory Board
The Managing Board is responsible for the company's strategy, its portfolio policy, the deployment of human and capital resources, the company’s risk management system and the company's financial performance. The Supervisory Board supervises the policy pursued by the Managing Board, the Managing Board's performance of its managerial duties and the company's general course of affairs, taking account of the interests of all the company's stakeholders. The annual financial statements are approved by the Supervisory Board and then submitted for adoption to the Annual General Meeting of Shareholders, accompanied by an explanation by the Supervisory Board of how it carried out its supervisory duties during the year concerned.
The company is governed by Dutch law and its Articles of Association. The General Meeting of Shareholders decides on an amendment to the Articles of Association by an absolute majority of the votes cast. A decision to amend the Articles of Association may only be taken at the proposal of the Managing Board, subject to approval of the Supervisory Board.
DSM fully informs its stakeholders about its corporate objectives, the way the company is managed and the company's performance. Its aim in doing so is to pursue an open dialogue with its shareholders and other stakeholders.
DSM applies all 113 best practices of the Dutch Corporate Governance Code.
The Articles of Association of Royal DSM N.V. contain the internal regulations and bye-laws covering procedure, shares, meetings, directors and other administrative issues.
These articles were last amended in accordance with the Resolutions agreed by the General Meeting of Shareholders held on 28 April 2011. The new Articles of Association came into force as of 30 May 2011.
Introduced in 2004 and revised in 2008, the Dutch Corporate Governance Code consists of 113 best practices. These cover everything from the tasks and remuneration of managing boards and supervisory boards to the position and rights of shareholders. DSM has adopted all these rules with one exception and one temporary exception.
Checks and balances
The Dutch Corporate Governance Code requires companies to provide extensive information about corporate governance related documents. We gladly provide this information in order to inform our stakeholders and other interested parties of the way our company has embedded its corporate Governance policies. The information on this site provides a thorough insight into the checks and balances we use to ensure DSM is managed in a way that is controlled, consistent, and balanced.
DSM values a corporate governance structure that takes good care of the organization and all its stakeholders. We want to be a company that is trusted and respected by our stakeholders. We have the necessary systems, independent controls and supervision in place, but we regard management integrity as the most crucial element of all.