The Supervisory Board has established three committees: the Audit Committee, the Nomination Committee and the Remuneration Committee. This section explains aspects of the governance and roles and responsibilities of the committees. Information on the work, composition of and attendance at the committees during the year is set out in the Report of the Supervisory Board.
Each committee has a charter describing its role and responsibilities, as well as the manner in which it discharges its duties and reports to the full Supervisory Board. These charters are included in the Supervisory Board Rules of Procedure, published on the company’s corporate website. The committees report on their deliberations and findings to the full Supervisory Board. The committee members’ attendances in 2014 are shown in the Report of the Supervisory Board.
The Audit Committee assists the Supervisory Board in overseeing the quality and integrity of the accounting, reporting, risk management and internal control practices of the company, as well as the company’s compliance with legal and regulatory requirements, the qualifications, performance and independence of the external auditor and the performance of the Internal Audit function. As a rule, the CEO, CFO, Corporate Director of Control, Corporate Director of Internal Audit and the lead partner of the external auditor, KPMG, attend all regular meetings. After every Audit Committee meeting, members hold a separate meeting with only the internal auditor present, and a separate meeting with only the external auditor present. In addition, there is one meeting with the CEO and/or CFO also in attendance. Other members of management attend as and when requested. The General Counsel reports to the Audit Committee on compliance matters at every regular committee meeting and provides a claim and liability report to the committee once a year. The chairman of the Audit Committee initiates the evaluation of the functioning of the Audit Committee and its individual members, without the Board of Management being present.
The Nomination Committee focuses on drawing up selection criteria and appointment procedures for Supervisory Board and Board of Management members. The committee assesses the size and composition of both Boards, evaluates the functioning of the individual members, makes proposals for appointments and reappointments and supervises the Board of Management on the selection of senior management. The committee also considers nominations of Executive Committee members who are not also a member of the Board of Management. When selecting candidates for appointment to the Supervisory Board, account is taken of the current Supervisory Board profile to address the need for a diverse knowledge of the markets in which the company operates and the need for insight from different markets and non-operational areas.
The Remuneration Committee is responsible for making proposals to the Supervisory Board on the remuneration policy for the Board of Management, for overseeing the remuneration of its individual members and the remaining members of the Executive Committee and for overseeing the remuneration schemes for AkzoNobel executives involving the company’s shares. The committee conducts the periodic review of the performance of the members of the Board of Management and the Executive Committee. The committee also reviews the remuneration package of the members of the Supervisory Board and prepares proposals for adjustments if necessary.