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Annual report 2012

Language:
  • Nederlands
  • Engels

The Dutch Corporate Governance Code is intended to contribute to a more efficient supervision of the Executive Board and a more balanced distribution of responsibilities between the Executive Board, the Supervisory Board and shareholders. In principle, it applies only to listed companies. The Code first took effect on 1 January 2004. The Corporate Governance Code Monitoring Committee has since revised it, the revised version taking effect on 1 January 2009. Gasunie complies with the Code, except for the points mentioned below.

Statement on organisational structure

Because Gasunie is a wholly owned state company, the revised two-tier board system (‘structuurregime’) applies to the company.

Application of the Dutch Corporate Governance Code

Not all the principles and best-practice provisions contained in the Code are applicable to Gasunie. However, most of those that are applicable are adhered to. In accordance with the Corporate Governance guidelines, the few that are not adhered to are detailed below.

Executive Board

II.2.12 The [remuneration] report shall be posted on the company’s website.

Reason for departure from this best-practice provision:
Transparent insight into the remuneration policy and its application in the year under review is given in the Annual Report.

Supervisory Board

III.5 If the Supervisory Board consists of more than four members, the Board will appoint from its number an audit committee, a remuneration committee and a selection and appointments committee.

Reason for departure from this principle:
Because their tasks are closely related, the Remuneration Committee and the Selection and Appointments Committee are combined to form a single committee.

III.5.11. The chairmanship of the remuneration committee shall not be held by the chairman of the Supervisory Board, or by a former director of the company, or by a member of the Supervisory Board who is a director of another listed company.

Reason for departure from this best-practice provision:
The Supervisory Board is of the opinion that its chairman should be closely involved in preparing the salary and remuneration policy, especially due to the current high profile of this policy. The Board has therefore decided not to separate chairmanship of the Board from that of the Remuneration, Selection and Appointments Committee.

The following documents are available on the updated website gasunie.nl:

  • Procedure governing the activities of the Executive Board
  • Procedure governing the activities of the Supervisory Board
  • Whistleblowers’ scheme
  • Code of Conduct

For the sake of completeness, we confirm here that we adhere to best-practice provision II.3.4, which requires that transactions made by Supervisory Board members with conflicts of interest be mentioned in the Annual Report. In 2012, no such transactions took place.