According to the Articles of Association, a member of the Supervisory Board is appointed for a period of four years by the Annual General Meeting of Shareholders. A Supervisory Board member can be re-appointed once for a period of additional four years, and twice of a subsequent period of two times two years. A Supervisory Board member will retire definitively after a total of four terms (two times 4 years, subsequently two times two years). The Supervisory Board can grant dispensation in exceptional circumstances, at the Board’s discretion.
Retirement schedule Supervisory Board
|Name (year of birth)||SB Committees||Tenure
(from first appointment until 2019 AGM, 23 April 2019)
|First appointment||Last re-appointment||Next re-appointment (1)||Final retirement (2)|
|Wijers (1951) (chair)||NCGcom (chair) / AC/RemCo||2||2017||-||2021||2027/2029|
|Lamberti (1956) (vice-chair)||AC(chair) / RiCo||6||2013||2017||2021||2023/2025|
|Boyer de la Giroday (1952)||RiCo / AC||5||2014||2018||2022||2024/2026|
|Gheorghe (1956)||RemCo(chair) / RiCo / NCGcom||4||2015||2019||2023||2025/2027|
|Reibestein (1956)||RiCo(chair) / AC / RemCo||5||2013||2017||2021||2023/2025|
|Verhagen (1966), SB member as of 1 October 2019||RemCo(chair) as of 1 Oct 2019||-||2019||-||2023||2029/2031|
(1) For approval by the Annual General Meeting of Shareholders
(2) Based on the re-appointment of 2 times 2 years
The (re)appointment terms in this retirement schedule are based on the Dutch Corporate Governance Code 2016 (“Code”) : “4+4+2*2 years”: An SB member shall be in principle appointed for a term of four years and can be reappointed once for another term of four years. An SB member may subsequently be reappointed for a term of two years which appointment may be extended by another term of two years.
Reappointment is not automatic, but depends on the performance of the SB member in question. In the event of a reappointment after an eight year period, reasons must be given in the report of the SB.