Board of Directors
The Board of Directors consists of two Executive Directors and seven Non-Executive Directors. Under Dutch law, the Board of Directors is collectively responsible for the Company’s general affairs. Pursuant to the Company’s Articles of Association, the Board of Directors shall divide its duties among its members, with our day-to-day management entrusted to the Executive Directors. The Non-Executive Directors supervise the management of the Executive Directors and the general affairs in the Company and its business and provide the Executive Directors with advice. In addition, both Executive Directors and Non-Executive Directors must perform such duties as are assigned to them pursuant to the Company’s Articles of Association. The division of tasks within the Board is determined (and amended, if necessary) by the Board of Directors. Each Director has a duty to properly perform the duties assigned to him and to act in the corporate interest of the Company. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, and other stakeholders.
Committees within the Board of Directors
The Board of Directors may set up specialized committees to analyze specific issues and advise the Board of Directors in connection therewith. Such committees are advisory bodies only and the decision-making remains the collegiate responsibility of the Board. The Board of Directors has currently installed the following committees:
Audit Committee: The members of the Audit Committee are Werner Lanthaler (chairman), John de Koning and Peter Verhaeghe.
Remuneration and Nomination Committee: The members of the Remuneration and Nomination Committee are Don deBethizy (chairman), Peter Verhaeghe and Christina Takke.