Profiles, roles and responsibilities of DSM's Managing Board and its Members.
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 Supervisory Board consists of at least five members. Members are appointed for a period of four years and may then be reappointed once for a period of four years. Members may then subsequently be reappointed again for a period of two years, which may be extended by at most two years.
All current members of the Supervisory Board are independent in accordance with the Best Practice provisions of the Dutch Corporate Governance Code. The remuneration of the members of the Supervisory Board is determined by the General Meeting of Shareholders.
The functioning of and decision-making within the Supervisory Board are governed by the Regulations of the Supervisory Board, which have been drawn up in line with the Dutch Corporate Governance Code. In line with the Code, the Supervisory Board has established from among its members an Audit Committee, a Nomination Committee, a Remuneration Committee and a Sustainability Committee. The task of these committees is to prepare the decision-making of the Supervisory Board.
The functioning and tasks of these committees are governed by charters that have been drawn up in line with the Dutch Corporate Governance Code.
The size, composition and qualities of the Supervisory Board as a whole should be in keeping with the company’s size, portfolio, nature, culture and geographical spread and its status as a listed company.
The composition should be as varied as possible taking into account:
DSM does not consider race or ethnicity explicitly as a criterion for Supervisory Board composition, as nationality/cultural background is already taken into account.
In the Board should be present (international) knowledge and experience in the following fields:
Individual members should be prepared and willing to fulfil the role as member of the Supervisory Board according to the Dutch Law, the Dutch Corporate Governance Code, the Company’s Articles of Association and these Regulations. At the moment of his/her appointment each member should subscribe to the DSM Code of Business Conduct and should not have a conflicting interest with the company.
Each member should be capable of assessing the broad outline of the overall policy and should fit in the overall Supervisory Board composition described above, having knowledge or experience in one or more of the fields mentioned with at least one member having competence in accounting and auditing.
Members should represent the following qualities:
On the occasion of each appointment and re-appointment of a Supervisory Board member this profile will have to be respected. Every year the Nomination Committee will evaluate whether the actual situation reflects the desired, diverse composition of the Board and the desired qualities of each individual, and will report its findings to the Supervisory Board. To the extent that the actual situation differs from the diversity of composition aimed for in this profile, the Supervisory Board must account for such discrepancy in the Integrated Annual Report of the company, and indicate how and within what period it expects to achieve this aim. This profile is to be renewed regularly by the Nomination Committee. The Committee will report its findings to the Supervisory Board.
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.
The Audit Committee is comprised of Mr. J. Ramsay (Chair), Mrs. V. Haynes, Mr. P. Pant and Mr. F. van Paasschen. The Audit Committee is charged in particular with the supervision of the Managing Board with respect to:
The Nomination Committee is comprised of of Mr. R. Routs (Chair), Mrs. P. van der Meer Mohr and Mrs. E. Kennedy. The Nomination Committee has the following duties:
The Remuneration Committee is comprised of Mrs. P. van der Meer Mohr (Chair), Mr. R. Routs, Mrs. V. Haynes and Mr. J. Ramsay. The Remuneration Committee has the following duties:
The Sustainability Committee is comprised of Mrs. E. Kennedy (Chair), Mr. P. Pant and and Mr. F. van Paasschen. The Corporate Sustainability Committee has the following duties:
Supervisory Board members are appointed for fixed-term periods of 4 years. A person may be appointed to the Supervisory Board for a maximum of two 4-year terms. Members may then subsequently be reappointed again for a period of two years, which may be extended by at most two years.
Below is a summary of the current Supervisory Board's members terms and their reappointment possibilities.
|Member||Year first appointed||Current term expires||Further term(s) possible|
|Rob J Routs (Chairman)||2010||2020||Yes|
|Pauline van der Meer Mohr (Deputy Chair)||2011||2021||Yes|
|Frits van Paasschen||2017||2021||Yes|
The remuneration package for the Supervisory Board comprises an annual fixed fee and an annual committee-membership fee as approved by the Annual General Meeting of Shareholders. The Supervisory Board's Remuneration Policy is also approved by shareholders.
The fixed fee for the Chairman of the Supervisory Board is €105,000 and €75,000 for the Deputy Chair. The other members of the Supervisory Board each receive a fixed fee of €70,000. Audit Committee membership is awarded €12,000 per member and €18,500 for the Chairman. Nomination Committee, Corporate Social Responsibility Committee and Remuneration Committee membership is awarded €8,500 per member and €14,000 for the Chairman.
In addition, Supervisory Board members receive an intercontinental travel allowance of €5,000 for each meeting that they attend outside their continent of residence.
Comprehensive details of recent remuneration paid to DSM's Supervisory Board can be found in the Integrated Annual Report 2018.