Supervisory Board

Supervising the Managing Board

Profile, role & responsibilities

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.

Members

Rob Routs, Chairman

  • First appointed: 2010. End of current term: 2020.
  • Last position held: Executive Director Downstream and member of the Board of Royal Dutch Shell plc.
  • Nationality: Dutch.
  • Supervisory directorships and other positions:
    • Member of the Board of Directors, Aecom Technology Corporation
    • Member of the Board of Directors, ATCO Group Ltd.
    • Member of the Board of Directors, Maersk Drilling

Pauline van der Meer Mohr, Deputy Chair

  • First appointed: 2011. End of current term: 2021.
  • Last position held: President of the Executive Board of Erasmus University Rotterdam.
  • Nationality: Dutch.
  • Supervisory directorships and other positions:
    • Non-executive director of the Board, HBSC Holdings plc.
    • Non-executive director of the Board, Mylan
    • Chair of the Supervisory Board, EY Netherlands
    • Chair of the Board of Trustees, Nederlands Danstheater
    • Chair of the Monitoring Committee, Dutch Corporate Governance Code
    • Member of the Selection and Nomination Committees, Supreme Court of the Netherlands
    • Member of the Capital Markets Committee, AFM (Dutch Financial Markets Authority) 

Victoria Haynes

  • First appointed: 2012. End of current term: 2020.
  • Last position held: President and CEO of the Research Triangle Institute International.
  • Nationality: American.
  • Supervisory directorships and other positions:
    • Non-executive member of the Board of Directors, PPG
    • Member, US National Academy of Engineering

Eileen Kennedy

  • First appointed: 2012. End of current term: 2020.
  • Position: Professor Nutrition Friedman School of Nutrition Science and Policy at Tufts University in Boston (USA).
  • Nationality: American.
  • Supervisory directorships and other positions:
    • Member of the Steering Committee, UN Food and Agriculture Organization's (FAO) High-Level Panel of Experts on Food Security & Nutrition
    • Chair, Sight & Life Foundation
    • Fellow, American Society for Nutrition

Pradeep Pant

  • First appointed: 2016. End of current term: 2020.
  • Last position held: Executive Vice President and President, Asia-Pacific, Eastern Europe, Middle East and Africa of Mondelēz International.
  • Nationality: Singaporean.
  • Supervisory directorships and other positions:
    • Member of the Honorary Council, Food Industry Asia
    • Independent non-executive director of the Statutory Board, Max BUPA Health Insurance Co Ltd.
    • Independent non-executive director of the Statutory Board, MAX Life Insurance Co Ltd. (India)
    • Independent non-executive director, Antara Senior Living Ltd. (India)
    • Owner and president, Pant Consulting Pte Ltd.
    • Various advisory roles

Frits van Paasschen

  • First appointed: 2017. End of current term: 2021.
  • Last position held: CEO of Starwood Hotels and Resorts.
  • Nationality: Dutch and American.
  • Supervisory directorships and other positions:
    • Member of the Non-Executive Board, Williams Sonoma (US)
    • Chairman of the Board, Convene
    • Member of the Board, CitizenM Hotels (Netherlands)
    • Member of the Global Advisory Board, Indian School of Hospitality (India)
    • Member of the cross-industry Advisory Council, RBC (Canada)
    • Advisor to Russel Reynolds’ CEO practice
    • Various advisory roles including the Red Sea project (Saudi-Arabia) and TPG (private equity)

John Ramsay

  • First appointed: 2017. End of current term: 2021.
  • Last position held: Chief Financial Officer (CFO) of Syngenta.
  • Nationality: British.
  • Supervisory directorships and other positions:
    • Non-executive director of the Board, RHI Magnesita NV
    • Non-executive director of the Board, G4S plc
    • Advisor to Clarmondial

Erica Mann

  • First appointed: 2019. End of current term: 2023.
  • Last position held: Member of the Board of Management of the Bayer Group and Global President of Bayer’s Consumer Health Division.
  • Nationality: Australian.
  • Supervisory directorships and other positions:
    • Non-executive member of the Board, Soho Flordis
    • Non-executive member of the Board, Perrigo
    • Non-executive member of the Board, Kellogg Company

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:

  • knowledge
  • experience
  • age
  • board tenure
  • gender (aiming for at least 30% male and at least 30% female members)
  • nationality/cultural background (aiming for a maximum of 50% of one nationality/cultural background)

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:

  • general management
  • finance/accounting/auditing
  • risk
  • strategy
  • marketing/sales
  • manufacturing & operations
  • research & development/innovation/technology
  • safety
  • sustainability & environment
  • emerging economies
  • people & organization
  • information technology & digital
  • governance, compliance & legal affairs
  • public affairs
  • the company’s business (life sciences & material sciences, (bio)chemicals and biotechnology)

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:

  • integrity
  • able to operate independently and critically vis-à-vis the other members and the Managing Board members
  • an open eye for the interests of the company and its various stakeholders
  • aware of global trends in society (economic, social, environmental)
  • a social antenna/an antenna for inter-personal dynamics
  • proven success/prominence in society
  • analytical and critical but solution-oriented
  • having enough time available to fulfil their task adequately
  • prepared to be evaluated periodically
  • willing to sit on Supervisory Board committees
  • willing to follow introduction and training programmes
  • fluent in the English language

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.

Audit Committee

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 operation of the internal risk management and control systems, including supervision of the enforcement of the relevant legislation and regulations, and supervising the operation of codes of conduct;
  • giving advice to the Supervisory Board on the nomination by the Supervisory Board to the General Meeting of Shareholders for the appointment of the external auditor;
  • where necessary, making proposals to the Supervisory Board on the policy applied in respect of the independence of the external auditor and possible (potential) conflicts of interest between the external auditor and the company;
  • preparing meetings of the Supervisory Board with the Managing Board where the annual report, the annual accounts, the half-yearly and the quarterly figures of the company are discussed.

Nomination Committee

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:

  • 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 Mrs. P. van der Meer Mohr (Chair), Mr. R. Routs, Mrs. V. Haynes and Mr. J. Ramsay. 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.

Sustainability Committee

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:

  • 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.

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.

Terms and re-appointment possibilities

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
Victoria Haynes 2012 2020 Yes
Eileen Kennedy 2012 2020 Yes
Pradeep Pant 2016 2020 Yes
Frits van Paasschen 2017 2021 Yes
John Ramsay 2017 2021 Yes
Erica Mann 2019 2023 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.

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