Corporate governance statement

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

The company’s management and supervision are organized under Dutch law 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 a strong external presence in the governance of the company. 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.

Our corporate governance framework is based on the company’s Articles of Association, the requirements of the Dutch Civil Code, the Dutch Corporate Governance Code (the “Code”), and all applicable laws and regulations, including securities laws. The Code contains principles and best practices for Dutch companies with listed shares. Deviations from the Code are explained in accordance with the Code’s “comply or explain” principle.

With the exception of those aspects of our governance 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, if this is considered to be in the interest of the company. Where changes are made, these will be reported and explained in the annual report for the relevant year and discussed at the subsequent AGM.

In 2016, a revised version of the Code was published by the Corporate Governance Code Monitoring Committee (website: www.mccg.nl). The revised Code was implemented with effect from January 1, 2017, and provides for a more thematically oriented code, with greater focus on culture and long-term value creation. The company assessed the changes to the Code by establishing a working group – comprising internal experts from each function – to perform an in-depth review of the corporate governance framework and systems of the company in the context of compliance with the Code. A gap analysis was carried out by the working group highlighting certain areas or practices which required amendment. The gap analysis was reviewed by the Board of Management and the Supervisory Board and, upon recommendation from the working group, various revisions to current practices were implemented where required. In addition, the revised Code has been reflected in the Rules of Procedure of the Board of Management and of the Supervisory Board, which are both available on the corporate website.