Supervisory Board committees
DSM has a number of Board committees whose role is to aid and advise the Managing Board in the execution of its duties. The Board committees cover four key areas: auditing, board nominations, remunerations, and corporate social responsibility.
Nomination Committee
The Nomination Committee is comprised of Mr. R. Routs (Chair), Mr. E. Kist and Mrs. P. van der Meer Mohr.
The Nomination Committee has the following duties:
- drafting selection criteria and appointment procedures for Supervisory Board members and Managing Board members;
- assessing at least once a year the size and composition of the Supervisory Board and the Managing Board, and to make proposals for the Supervisory Board Profile;
- assessing at least once a year the functioning of individual Supervisory Board members and Managing Board members, and report their findings to the Supervisory Board;
- making proposals for (re)appointments;
- supervising the policy of the Managing Board on the selection criteria and appointment procedures for senior management;
- preparing the decision-making process of the Supervisory Board on the acceptance by a member of the Managing Board of the membership of the Supervisory Board of a listed company; and
- preparing the decision-making process of the Supervisory Board concerning any conflicts of interest that may arise in the acceptance by members of the Supervisory Board of additional positions.
Remuneration Committee
The Remuneration Committee is comprised of Mr. E. Kist (Chair), Mr. R. Routs and Mr. T. de Swaan.
The Remuneration Committee has the following duties:
- drafting proposals to the Supervisory Board for the remuneration policy to be pursued for members of the Managing Board, which policy, as well as any material changes thereto, shall be submitted to the General Meeting of Shareholders for adoption;
- drafting proposals for the remuneration of the individual members of the Managing Board; such proposals shall, in any event, deal with the remuneration structure; and the amount of the fixed remuneration, shares and/or options to be granted and/or other variable remuneration components, pension rights, redundancy pay and other forms of compensation awarded, as well as the performance criteria and their application,
- and, if there are reasons therefore, to make proposals for changes or additions to the remuneration of individual members of the Managing Board, which remuneration and possible changes and/or additions shall be submitted for adoption to the Supervisory Board (without prejudice to the power of the Supervisory Board to delegate the final adoption to the Remuneration Committee, within the framework set by the Supervisory Board);
- to prepare the Remuneration Report referred to in clause 12.1 of the Regulations of the Supervisory Board; and
- to make proposals to the Supervisory Board for the remuneration of the individual members of the Supervisory Board, which remuneration will be submitted to the General Meeting of Shareholders for adoption.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee is comprised of Mrs. P. van der Meer Mohr (Chair), Mr. P. Hochuli, Mr. C. Sonder and Mrs. E. Kennedy.
The Corporate Social Responsibility Committee has the following duties:
- preparation of discussions by the Supervisory Board on the supervision of the Managing Board with respect to formulating, developing, implementing, monitoring and reporting on the Company’s social and environmental policies in line with the DSM values / Code of Business Conduct; and
- to prepare the meeting of the Supervisory Board with the Managing Board where the Integrated Annual Report is discussed.
Links & Downloads
- The Audit Committee's roles and responsibilities (PDF, 73.13KB)
- The Nomination Committee's roles and responsibilities (PDF, 73.71KB)
- The Remuneration Committee's roles and responsibilities (PDF, 73.80KB)
- The Corporate Social Responsibility Committee's roles and responsibilities (PDF, 72.76KB)
