DSM supports the Dutch corporate governance code (Tabaksblat Code) and applies
all but one of its 113 Best Practices. The only exception is Best Practice
III.5.11, which stipulates that the remuneration committee shall not be
chaired by the chairman of the Supervisory Board. This exception was discussed
in the Annual General Meeting of Shareholders in 2005, where it met with no
objections.
With respect to Best Practice provision II.1.7 it is to be reported that in
the course of 2007 Mr Nico Gerardu, member of the
Managing Board, assumed the duties of chairman of the Supervisory Board of a
listed company. This is a temporary arrangement pending the appointment of a
successor as chairman of the Supervisory Board of this listed company.
With respect to the appointment of members of the Managing Board for a period
of at most four years (Best Practice II.1.1) it should be noted that DSM has
adhered to this Best Practice since the introduction of the corporate
governance code in 2004. Since DSM respects agreements made before the
introduction of said code two members of the Managing Board will remain
appointed for an indefinite period.
The general characteristics of DSM’s governance system are described in the
section entitled
Corporate governance, risk management and internal control (PDF: 149 Kb).
The main events and developments at DSM in this field in 2007 can be
summarized on the basis of this year’s Annual General Meeting of Shareholders
(28 March 2007). The agenda was to a large extent similar to that of previous
years. The proposal to introduce a loyalty dividend was withdrawn before the
meeting, as a consequence of the decision by the Enterprise Chamber of the
Amsterdam Court of Appeal that such a proposal was in conflict with Dutch
legislation. In the meantime this decision has been overruled by the Dutch
Supreme Court in its decision of 14 December 2007. The intention of the
proposal was to introduce a tool enabling us to get to know our shareholders
and facilitate long-term relationships with them. DSM will keep looking for
ways to reach this goal.
The meeting was informed about the way DSM is applying the Dutch corporate
governance code.
A special item on the agenda was the amendment of the Articles of Association,
which concerned the introduction of a Dividend Re-Investment Plan (DRIP) and
the incorporation into the Articles of Association of the option for using
electronic communication media in the decision-making process. The latter
concerns among other things the electronic convening of general meetings of
shareholders, electronic participation in the meetings and electronic voting
prior to the meeting.
For the first time an electronic voting system was used during the General
Meeting of Shareholders. All resolutions that were tabled were passed,
including the appointment of Mr Stephan Tanda as member of the Managing Board.
Apart from the above-mentioned issues relating to the Annual General Meeting
of Shareholders, no other major developments are to be reported with regard to
DSM’s corporate governance practices.
