Corporate governance statement

AkzoNobel aspires to high standards of corporate governance. We consistently enhance and improve our corporate governance standards and framework, emphasizing transparency, in accordance with applicable laws and regulations.

The company’s management and supervision structure is organized in a so-called two-tier system, comprising a Board of Management, solely composed of executive directors, and a Supervisory Board, solely composed of non-executive directors. The Supervisory Board supervises the Board of Management and ensures that external experience and knowledge are embedded in the company’s conduct. The two Boards are independent of each other and are accountable to the Annual General Meeting of shareholders (AGM) for the performance of their functions.

Akzo Nobel N.V. is a public limited liability company (Naamloze Vennootschap) established under the laws of the Netherlands. Its common shares are listed on NYSE Euronext Amsterdam. AkzoNobel has a sponsored level 1 ADR program and ADRs can be traded on the international OTCQX platform in the US.

Our corporate governance framework is based on the requirements of the Dutch Civil Code, the Dutch Corporate Governance Code adopted in 2003 and amended in 2008 (the Code), applicable securities laws, the company’s Articles of Association and the rules and regulations applicable to companies listed on the NYSE Euronext Amsterdam stock exchange. These are complemented by several internal procedures, such as the Business Code of Conduct and the Share Dealing Rules. These procedures include a risk management and control system, as well as a system of assurance of compliance with laws and regulations, including a complaints procedure.

To safeguard consistency and coherence for the whole organization, the Executive Committee has established directives, including rules which provide a set of mandatory internal rules and regulations that must be adhered to. The Business Code of Conduct, Business Principles, directives, rules, manuals and guidelines are part of the company’s directives framework, which set out internal rules for employees.

The company’s Articles of Association were most recently amended and adopted at the 2012 AGM, inter alia to comply with changes in Dutch legislation such as the Securities Giro Act (Wet giraal effectenverkeer) and the Act on Management and Supervision (Wet bestuur en toezicht).

The Supervisory Board confirms that, throughout the year, the company complied with the Code. The Code contains principles and best practices for Dutch companies with listed shares. Deviations from the Code – currently the company deviates from the Code’s provisions III.3.5 and IV.1.1 – are explained in accordance with the Code’s “apply or explain” principle. With the exception of those aspects of our governance structure which can only be amended with the approval of the AGM, the Board of Management and the Supervisory Board may make adjustments to the way the Code is applied as described in the Board of Management and Executive Committee section, if this is considered to be in the interests of the company. If adjustments are made, they will be published and reported in the annual report for the relevant year.

Our corporate governance framework is governed by the following regulations:

Major external regulations

  • Dutch Civil Code
  • Dutch Act on financial supervision and other applicable securities laws
  • NYSE Euronext Amsterdam listing rules
  • Dutch Corporate Governance Code

Major internal regulations

  • Articles of Association
  • Business Code of Conduct
  • Share Dealing Rules
  • Rules of Procedure for the Supervisory Board
  • Rules of Procedure for the Board of Management and the Executive Committee
  • Directives and rules
  • Authority rules