Nomination Committee

The Nomination Committee consists of four members, following the appointment of Mr. Grote as Nomination Committee member in April 2017 and the resignation of Ms. Baldauf in December 2017. During the year, the Nomination Committee was chaired by Ms. Baldauf, until she was succeeded by Mr. Burgmans in April. The other members of the Nomination Committee are Dr. Kirby and Mr. Verwaayen. The Nomination Committee held three meetings in 2017. The attendance record of the members of the Nomination Committee can be seen in the attendance chart under Supervisory Board activities.

Following the announcement in July 2017 that, barring any exceptional circumstances, Mr. Burgmans intends to retire as Chairman of the Supervisory Board upon completion of his third term in office in April 2018, a process was undertaken by the Nomination Committee to identify his successor. This process was led by Mr. Grote. Mr. Burgmans did not participate in the Nomination Committee’s work in this regard, as is best practice. A thorough internal and external search was conducted, with the assistance of an independent and well-reputed search firm. The requirements of the Dutch Corporate Governance Code were considered throughout the process. Shareholders have been consulted and the Supervisory Board has nominated the best candidate for consideration by the shareholders at the Annual General Meeting of April 26, 2018. For further details, please refer to the notice of the , which can be found on the corporate website.

Nomination Committee main 2017 activities

The list on this page provides an overview of relevant topics discussed and reviewed in meetings of the Nomination Committee in 2017. In addition to the topics listed, the Nomination Committee also reviewed and discussed the relevant topics related to the events set out in the Timeline of key events in 2017.

Board of Management and executive succession

Following the resignation of Mr. Büchner as CEO in July 2017, the Nomination Committee recommended to the Supervisory Board that Mr. Vanlancker be designated as CEO and Chairman of the Board of Management, with full power and authority as a member of the Board of Management, in accordance with the Articles of Association of Akzo Nobel N.V., which provides for such designation until formal CEO appointment by shareholders. Mr. Thierry Vanlancker was formally appointed as CEO and Chairman of the Board of Management by shareholders at the EGM held on September 8, 2017.

The Nomination Committee’s regular review of the company’s succession plan allowed the company to be in a position to announce the appointment of Mr. Vanlancker as CEO shortly after receiving Mr. Büchner’s resignation. During 2017, following the resignation of Mrs. Castella from the Board of Management for health reasons, the Nomination Committee initiated the search for a new CFO. The Nomination Committee was pleased to recommend to the Supervisory Board that Mr. Maarten de Vries be nominated for appointment as CFO and Board of Management member. Mr. De Vries was appointed as CFO and member of the Board of Management (effective January 1, 2018) by shareholders at the EGM held on November 30, 2017.

During 2017, the Nomination Committee was consulted and gave its advice regarding the following (re)appointments by the CEO to the Executive Committee: Mr. Werner Fuhrmann as Executive Committee member responsible for Specialty Chemicals; Mr. David Allen as Chief Supply Chain Officer; and Mr. Hans De Vriese as interim CFO.

Nomination Committee main 2017 activities

Q1

  • Supervisory Board profile review
  • Supervisory Board succession planning
  • Board of Management succession planning

Q2 & Q3

  • Identification and nomination of Mrs. Clark for appointment to the Supervisory Board
  • Identification and nomination of Mr. Thomas for appointment to the Supervisory Board
  • Nomination of Mr. Thierry Vanlancker for appointment to the Board of Management at the EGM in September 2017

Q4

  • Supervisory Board succession planning
  • Identification and nomination of Mr. Jaski for appointment to the Supervisory Board
  • Identification and nomination of Mr. Maarten de Vries for appointment to the Board of Management at the EGM in November 2017

Talent management and talent pool development

To supplement the Nomination Committee’s discussions on executive succession, the Nomination Committee was presented with talent management updates from Human Resources during the year. Both the Supervisory Board and the Nomination Committee also continued their work in defining and identifying a talent pool for future development and purposes of executive succession planning.

Supervisory Board skills and profiles

 

A. Burgmans

P. Bruzelius

S. Clark

B. Grote

L. Hughes

M. Jaski

P. Kirby

D. Sluimers

P. Thomas

B. Verwaayen

Independent

Consumer Goods end-user segment

 

 

 

 

Industrial end-user segment

 

Buildings and Infrastructure end-user segment

 

 

 

 

 

 

Transportation end-user segment

 

 

 

(International) business, commerce, finance/economics

Scientific/Infor­mation technol­ogy experi­ence

 

 

 

 

Public sector experience

 

 

 

 

 

 

 

 

Management experience

Business strategy planning

Investor relations

 

 

Manufacturing experience

 

 

 

 

 

Supply chain/logistics experi­ence

 

 

 

 

 

 

Social, environ­mental or sustain­ability experi­ence

 

 

Finance expert

 

 

 

 

 

Four or less external directorships

Dutch/EU national

 

Non-EU national

 

 

 

 

 

 

 

 

Pensions experience

 

 

 

 

 

 

 

 

 

Business-to-business sales experi­ence

 

 

 

 

 

 

 

R&D experience

 

 

 

 

 

Legal experience

 

 

 

 

 

 

 

 

Industrial/employ­ment relations

 

 

 

 

 

 

 

Risk management

 

 

 

 

 

 

Consulting

 

 

Supervisory Board succession

An additional aspect of the Nomination Committee’s work is reviewing the appointment schedule for the Supervisory Board itself and making relevant recommendations accordingly.

During 2017, the Nomination Committee discussed the size, structure and composition of the Supervisory Board in order to determine appropriate criteria for the selection of candidates for Supervisory Board membership. An external search agency was engaged for the fielding of candidates for succession and nomination to the Supervisory Board. The agency employed a rigorous search process after first gaining a thorough understanding of the culture of AkzoNobel, its strategic ambitions, the specific leadership roles and competencies needed to meet those ambitions. Based on the results of these Nomination Committee discussions and the work of the external search agency, the Nomination Committee was able to recommend to the Supervisory Board the nomination of Mrs. Clark, Mr. Thomas and Mr. Jaski as new Supervisory Board members at the EGM of November 30, 2017.

In addition, during 2017 the search for a new Chairman was initiated. Following a thorough internal and external search, with the assistance of an independent and well-reputed search firm, the Nomination Committee was able to recommend to the Supervisory Board the nomination of a strong candidate for consideration by the shareholders at the Annual General Meeting of April 26, 2018. For further details, please refer to the notice of the AGM, which can be found on the corporate website.

The Supervisory Board has updated its skills matrix, as shown on this page. The skills matrix, full details of the current Supervisory Board composition, the schedule of Supervisory Board succession and the profiles of the Supervisory Board members can also be found on the corporate website.

Nomination Committee evaluation

As with the Remuneration Committee, the Nomination Committee undergoes an annual evaluation of its effectiveness and performance as part of the Supervisory Board evaluation. Once every three years – unless it is decided to do so more frequently – this evaluation takes the form of an independent external assessment of the Nomination Committee’s effectiveness and performance, facilitated by a specialist consultant.

In 2016, the Nomination Committee underwent an external evaluation. During 2017, the Nomination Committee continued to improve on areas highlighted during the external review.

As part of the selection process for the three newly appointed members of the Supervisory Board, a review of the functioning and composition of the Supervisory Board and its committees, including the Remuneration Committee, was carried out.

AGM

Annual General Meeting of shareholders.

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