The Board of Management is entrusted with the management of the company. As of January 1, 2011, the Board of Management operates in the context of an Executive Committee. The comprises the members of the Board of Management, business leaders and leaders with functional expertise, allowing both the functions and the Business Areas to be represented at the highest level in the company. The functions currently represented in the Executive Committee are HR and Organizational Development, Research, Development and Innovation, Legal, and Supply Chain/Sourcing (including Sustainability and Health, Safety, Environment and Security).
In performing its duties, the Executive Committee is guided by the interests of the company and its affiliated enterprises, taking into consideration the relevant interests of the company’s stakeholders. Among other responsibilities, the members of the Executive Committee define the strategic direction, establish the policies and manage the company’s day-to-day operations.
The members of the Board of Management remain jointly and individually accountable for all decisions made by the Executive Committee. All Executive Committee decisions require a majority of the members of the Board of Management. The Board of Management can decide to reserve decisions for the Board of Management. The Board of Management is accountable for its performance to a separate and independent Supervisory Board. The Board of Management is also answerable to the shareholders of the company at the AGM. The Executive Committee members who are not also a member of the Board of Management report to the Chief Executive Officer (CEO).
The CEO leads the Executive Committee in its overall management of the company to achieve its performance goals and objectives. He is the main point of liaison with the Supervisory Board. The Chief Financial Officer (CFO) is specifically responsible for the company’s financial affairs and information management.
The company has organized its activities into three Business Areas: Decorative Paints, Performance Coatings and Specialty Chemicals. Each Business Area is represented by a responsible member of the Executive Committee. To manage our business in a more operational way, in 2012 we introduced a new Operational Control Cycle. For each Business Area, there is an Operational Review Meeting which provides a forum for a more in-depth operational discussion on subjects relevant to the Business Area. In addition, a Functional and Country Review Meeting has been introduced to review upcoming proposals and progress on the respective functional agendas.
The Managing Directors of our business units, the Country Directors and the Corporate Functional Directors in charge of the different functions, report to individual Executive Committee members with specific responsibility for their activities and performance.
The Board Committee Pensions, chaired by the CFO, oversees the general pension policies (to be) implemented in the various pension plans of the company.
The company has a Sustainability Council, which advises the Executive Committee on strategy developments, monitors the integration of sustainability into management processes and oversees the company’s sustainability targets and overall sustainability performance. The council is chaired by the CEO and includes Executive Committee members, business unit Managing Directors and Directors of Strategy, Sustainability/Health Safety Environment and Security, Sourcing and Communications. Progress regarding sustainability objectives, development, target setting and implementation is reviewed quarterly by the Executive Committee and semi-annually by the Supervisory Board, and is verified annually by the external auditor. Our sustainability framework is further explained in the section.
The company has a Compliance Committee to support the Executive Committee with its responsibility in assuring and managing compliance, and reporting to the Supervisory Board. The Compliance Committee systematically identifies material compliance risks, assists in assurance of compliance with laws, regulations and ethical standards, monitors compliance and reports findings and recommendations to the Executive Committee. The Compliance Committee consists of the General Counsel (chair), Corporate Secretary and Corporate Directors of Internal Audit, Corporate Control, Compliance and Human Resources. Our compliance and integrity management system is explained in more detail in the chapter.
To reflect the Operational Control Cycle, the internal authority schedule was amended in 2012. The authority of the Supervisory Board, Executive Committee, Operational Review Meetings, Business Area responsibles and the Board Committee Pensions is laid down in the revised internal authority schedule, in accordance with the Articles of Association of the company.
Rules of Procedure for the Board of Management and the Executive Committee
The tasks and responsibilities, as well as internal procedural matters for the Executive Committee, are addressed in the Rules of Procedure for the Board of Management and Executive Committee. These rules have been reviewed and approved by the Supervisory Board and are available on our .
Representative authority, including the signing of documents, is vested in at least two members of the Board of Management jointly. The Board of Management has appointed corporate agents, including members of the Executive Committee who are not also members of the Board of Management. The list of authorized signatories is publicly available.
Board of Management members are appointed to, and removed from, office by the AGM. The other members of the Executive Committee are appointed by the CEO subject to the approval of the Supervisory Board.
Members of the Board of Management are appointed for four-year terms (or less), with the possibility of reappointment at the expiry of each term. This is in line with the Code.
The Meeting of Holders of Priority Shares has the right to make binding nominations for the appointment of members of the Board of Management and the Supervisory Board. The priority shares are held by the Foundation Akzo Nobel. The Board of the Foundation Akzo Nobel consists of members of the Supervisory Board who are not members of the Audit Committee. In deviation of the Code (provision IV.1.1), the Articles of Association state that the AGM cannot cancel the binding nature of a nomination by the holders of priority shares for the appointment of members of the Supervisory Board or the Board of Management.
As the company subscribes to the Code’s principles in general, members of the Supervisory Board and the Board of Management are, in normal circumstances, appointed on the basis of a non-binding nomination by the Supervisory Board.
The Board of the Foundation Akzo Nobel has confirmed its intention to use its binding nomination rights only in cases and circumstances it considers exceptional, such as in the event of a (threatened) hostile takeover. (Reference is made to the description of ). In normal circumstances, resolutions to appoint a member of the Supervisory Board or Board of Management will therefore require a simple majority of the votes cast by shareholders. Shareholders that meet the requirements laid down in the Articles of Association are also entitled to nominate Supervisory Board or Board of Management members for appointment. According to the Articles of Association, such appointments will require a two-thirds majority, representing at least 50 percent of the outstanding share capital.
Although a deviation from provision IV.1.1 of the Code, the Supervisory Board and the Board of Management are of the opinion that these provisions will enhance the continuity of the company’s management and policies.
Board of Management appointments 2012:
- Mr. Nichols was reappointed as a member of the Board of Management for a four-year term
- Mr. Darner was reappointed as a member of the Board of Management for a two-year term
Mr. Wijers and Mr. Frohn stepped down as members of the Board of Management effective April 23, 2012, and May 1, 2012, respectively. As per the latter date, the Board of Management consists of four members. As from the 2013 AGM, when Mr. Darner and Mr. Gunning will step down, the Board of Management will consist of two members.
As of January 1, 2011, members of the Executive Committee are not allowed to hold more than one supervisory board membership or non-executive directorship in another listed company. This is more stringent than the Code (provision II.1.8) and the Act on Management and Supervision, which allows members of a board of management two such supervisory board memberships or non-executive directorships. The exception to this rule is that in the 18 months prior to their retirement, Executive Committee members are allowed to hold more than one such supervisory board membership or non-executive directorship in order to allow them to prepare for retirement, provided that this does not interfere with the performance of their tasks as members of the Executive Committee. Furthermore, an exception can be made for an executive joining the Executive Committee. However, a maximum of two supervisory board memberships or non-executive directorships will apply. Acceptance of external supervisory board memberships or non-executive directorships in other listed companies by members of the Executive Committee is subject to approval of the Supervisory Board, which authority has been delegated to the Chairman of the Supervisory Board. With respect to the members of the Board of Management, it is noted that Mr. Gunning is a member of the supervisory boards of Royal Friesland Campina N.V. and TNT Express N.V. In 2012, the Board of Management was not composed of at least 30 percent female members as set out in the Act on Management and Supervision that came into force on January 1, 2013. In the event that candidates for new appointments to the Board of Management must be selected, the Supervisory Board will duly consider the relevant diversity standards and requirements for an internationally operating listed company.
Conflict of interest
The handling of (potential) conflicts of interest between the company and members of the Board of Management is governed by the Articles of Association and by the Rules of Procedure for the Board of Management and Executive Committee. A member of the Board of Management and the other members of the Executive Committee shall not participate in the discussions and decision-making on a subject or transaction in relation to which he has a conflict of interest with the company. Decisions to enter into transactions under which Board of Management and other Executive Committee members have conflicts of interest that are of material significance to the company, and to the relevant Board of Management or Executive Committee member, require the approval of the Supervisory Board. Any such decisions involving members of the Board of Management will be recorded in the annual report for the relevant year, with reference to the conflict of interests and a declaration that the relevant best practice provisions of the Code have been complied with. In 2012, no transactions were reported under which a member of the Board of Management had a conflict of interest that was of material significance to the company.
In line with the remuneration policy adopted by the AGM, the remuneration of the members of the Board of Management is determined by the Supervisory Board on the advice of its Remuneration Committee. The Supervisory Board also decides on the remuneration of the other members of the Executive Committee on the proposal of the CEO. The composition of the remuneration of Board of Management members, and the remuneration policy itself, are described in the and the Financial statements (see ). The contracts of the members of the Board of Management do not contain change of control provisions and are compliant with the Code. The main elements of the contracts of Board of Management members are available on our .