Meetings of the Supervisory Board

 

The year 2009 was one of consolidation. Consequently, the Supervisory Board met on eight occasions compared to 13 times in the turbulent previous year. All members of the Supervisory Board participated frequently. Meetings were held to discuss the corporate strategy, liquidity position, rating, market developments and the implementation of new corporate governance rules in the Netherlands. Other matters discussed were quarterly results, strategic issues, risk- and control-related topics, the financial reporting process and the impact of International Financial Reporting Standards (IFRS) and International Accounting Standards Board (IASB) developments, and compliance with legislation and regulations.

 

The financial statements and the findings of the external auditor were discussed in the auditor’s presence. Most of the discussions and decisions of the Supervisory Board were prepared in the subcommittees referred to below, in which at least two members of the Supervisory Board are always present. Members of the Managing Board were consulted in all but one meetings of subcommittees of the Supervisory Board.

 

Members of the Supervisory Board attended two consultation meetings between the Managing Board and the Employees’ Council.

 

The Supervisory Board met without members of the Managing Board to discuss its own functioning and that of its individual members; the desired profile, composition and competence of the Supervisory Board; and the functioning of the Managing Board collectively and in terms of its individual members. The Supervisory Board also met with the external auditor to discuss the financial statements.