Vopak attaches considerable importance to striking a sound balance between the interests of the company’s various stakeholders. Integrity, openness, supervision, transparent reporting and accountability are the cornerstones of Vopak’s corporate governance policy. Vopak also seeks to deal carefully with social issues.
Vopak confirms that the principles reflected in the Code are in line with those applied by Vopak.
The Executive Board is responsible for the management of the company and hence for the realisation of Vopak’s strategic and other objectives, including those for health, safety, the environment and quality, strategy and policy, and the related development of results.
The Supervisory Board is responsible for supervising the policy of the Executive Board and the overall performance of the company, including its affiliates, and advises the Executive Board.
The members of the Executive Board and the Supervisory Board are appointed by the General Meeting on the basis of a non-binding recommendation by the Supervisory Board. The General Meeting is also authorised to suspend and dismiss members of the Executive Board and the Supervisory Board.
Since Vopak qualifies as an international holding company within the meaning of the Large Companies Act, it is exempted from the provisions of that Act. The Supervisory Board has been carefully selected to ensure inclusion of members with a background and experience in the areas relevant to the core business of Vopak, and with experience in the foreign markets on which Vopak operates. Their experience ranges from economic, financial and social fields, to political and business-related ones.
The Supervisory Board, in performing its duties, focuses on the realisation of the objectives of the company and the strategy and its implementation. In addition the Board supervises the structure and operation of the internal risk management and control systems, the financial reporting process and compliance with legislation and regulations.
The Supervisory Board appoints an Audit Committee, a Remuneration Committee and a Selection and Appointment Committee from among its members. In accordance with the provisions of the Code, Vopak has further specified the role and powers of these committees in specific regulations for them.
In addition to the power to appoint, suspend and dismiss members of the Executive Board and Supervisory Board, the General Meeting has other key powers such as the passing of resolutions on amendments to the Articles of Association, legal mergers and split-offs, and the adoption of the financial statements and profit appropriation. Furthermore, the General Meeting sets the remuneration policy for the Executive Board, and significant amendments to the policy are subject to its approval. The General Meeting also sets the remuneration of the members of the Supervisory Board.
The remuneration of the members of the Executive Board is set by the Supervisory Board on the basis of a proposal from the Remuneration Committee, in accordance with the remuneration policy adopted by the 2007 General Meeting. The
2007 General Meeting approved proposals to amend the remuneration policy regarding the short-term variable remuneration of Executive Board members for 2007 and 2008 and the long-term variable remuneration after 2007.
Recent legislative changes to encourage the use of electronic communications in decision-making have not yet led to amendments to Vopak’s Articles of Association. Vopak is following developments on this subject. Vopak will continue to facilitate proxy voting. Vopak makes use of the ability provided by its Articles of Association to set a registration date for the exercising of voting and attendance rights.