Meetings of the committees of the Supervisory Board
The Supervisory Board is supported by four committees consisting of members of the Supervisory Board. These are: the Risk Policy Committee, with a subcommittee for the purposes of related party transactions; the Audit and Compliance Committee; the Remuneration and Nominating Committee; and the Strategic Committee.
Risk Policy Committee
Members | Mr. Van den Goorbergh (Chairman), Mr. Flowers (19 February 2009 meeting only), Mrs. Rocker (as of March 2009), Mr. Lindenbergh and Mr Rümker
Meetings | The Risk Policy Committee met four times in 2009.
The Risk Policy Committee assists the Supervisory Board in monitoring NIBC’s risk policy and profile in relation to its general lending and investment policy. The committee also advises the Supervisory Board on market, credit, investment and operational risks and with regard to Basel II. The main topics discussed in 2009 were liquidity, stress tests and the risk profile, including NIBC’s risk appetite. Syndication reports, reports on the different parts of the Specialised Finance portfolios, country risk reports, impairment reports and portfolio overviews were also discussed.
On a regular basis, the committee also discussed NIBC’s market risk and event risk reports, economic capital reports and liquidity risk reports.
Related Party Transactions Subcommittee
Members | Mr. Van den Goorbergh (Chairman) and Mr. Lindenbergh, both of whom meet the independence criteria outlined in the Dutch Corporate Governance Code
Meetings | The Related Party Transactions Subcommittee met once in 2009.
The Related Party Transactions Subcommittee helps the Supervisory Board to assess material agreements of any kind with a person or group of people who hold, directly or indirectly, 10% of NIBC’s issued and outstanding share capital, or of the voting rights at the Annual General Meeting of Shareholders, or any person affiliated with any such person(s). An agreement will, in any event, be considered material if the amount involved exceeds EUR 10 million. The Supervisory Board has delegated the authority to approve such material transactions to the Related Party Transactions Subcommittee.
In the case of transactions in which there are conflicts of interest with the Managing Board and/or the Supervisory Board, best practice provisions III.6.1 to III.6.3, III.6.4 and II.3.2 to II.3.4 will be observed and complied with. In 2009, no related party transactions that require Supervisory Board approval were closed.
Audit and Compliance Committee
Members | Mr. Van den Goorbergh (Chairman), Mr. Van Dalen, Mr. Lindenbergh and Mr. Sinha (until 17 December 2009)
Meetings | The Audit and Compliance Committee met five times in 2009.
The Audit and Compliance Committee assists the Supervisory Board in monitoring NIBC’s systems of financial risk management and internal control and compliance with legislation and regulations, the integrity of its financial reporting process and the content of the annual financial statements and reports. It also advises on corporate governance and corporate social responsibility matters.
The main topics discussed during 2009 were the impact of the market circumstances on NIBC; funding and liquidity planning; the budget and the quarterly, semi-annual and annual financial reports and related press releases; and developments regarding the internal reporting process and related control environment.
The Audit and Compliance Committee discussed the reports of external auditor Pricewaterhouse-Coopers Accountants N.V. and its audit plan for 2009. The Audit and Compliance Committee also discussed the internal audit plan, including progress and main findings and conclusions of the Internal Audit department.
The Audit and Compliance Committee evaluated the external auditors and the functioning of Internal Audit and Compliance.
The internal auditors were represented at all meetings. The external auditors, by mutual agreement, were represented at all but one meeting of the Audit and Compliance Committee in 2009. The Audit and Compliance Committee had one meeting with the Supervisory Board without the members of the Managing Board present.
Remuneration and Nominating Committee
Members | Mr. Flowers (Chairman until 19 February 2009), Mr. Lindenbergh (acting Chairman from 19 February 2009), Mr. Hoek and Mrs. Rocker (from 19 February 2009 as observer and as of 17 November 2009 as full member)
Meetings | The Remuneration and Nominating Committee met five times in 2009.
The Remuneration and Nominating Committee (RNC) advises the Supervisory Board on the remuneration of the members of the Supervisory Board, the Managing Board and certain other senior managers, provides the Supervisory Board with proposals for appointments and reappointments to the Supervisory Board, its committees and the Managing Board, evaluates the performance of the other Supervisory Board committees, and assesses the performance of the members of the Managing Board and the Supervisory Board. In addition, it monitors the remuneration policy, which entails discussing the total available pool for variable compensation and defining the collective and individual performance targets that form the basis for the variable compensation of individual members of the Managing Board. In 2009, the RNC discussed the 2009 remuneration policy for the Managing Board, the Supervisory Board and other staff; individual compensation arrangements for the members of the Managing Board; the overall available funding for variable compensation arrangements; and the performance of the Managing Board. Moreover, the RNC discussed the need to expand the Managing Board and consequently nominated Mr. Ten Heggeler as the new member responsible for Merchant Banking. It discussed the resignation of Mr. Van Nieuwenhuizen and the subsequent nomination of Mr. Van Hessen as the new member responsible for Specialised Finance & Treasury. The nomination of Mr. Van Dijkhuizen as NIBC’s new Vice-Chairman was also discussed. The nominations were made after a careful process that included drawing up the profiles of the vacant positions and identifying, interviewing and presenting the candidates to the full Supervisory Board. The RNC made recommendations to the Supervisory Board in all these areas.
Strategic Committee
Members | Mr. Van den Goorbergh (Chairman), Mr. Van Dalen, Mr. Flowers (until 19 February 2009), Mr. Lindenbergh, Mrs. Rocker (from 19 February 2009), Mr. Rümker and Mr. Sinha (until 17 December 2009)
Meetings | The Strategic Committee did not meet in 2009.
The Strategic Committee discusses the strategic options that present themselves to NIBC.
