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Set-up and policy
Vopak aims to strike a sound balance between the interests of the company’s various stakeholders. Integrity, openness, supervision, transparent reporting and accountability are the cornerstones of our corporate governance policy. We have also developed a clear policy with regard to sustainability. For details of the Sustainability Policy please refer to the corporate website.
Vopak confirms that the principles reflected in the Code are in line with those applied by Vopak.
Vopak has a two-tier governance structure, consisting of an Executive Board and a Supervisory Board.
The Executive Board is responsible for the management of the company and for the realization of its strategic and other objectives. These include the objectives for health, safety, the environment (part of sustainability), quality, strategy and policy, as well as the related development of results. The Supervisory Board reviews Vopak´s overall performance, including the policies pursued and results achieved by the Executive Board, the company´s financial situation, and its financial statements.
The Supervisory Board also reviews the strategy of Vopak, as proposed by the Executive Board. Similarly, it approves important proposals for capital expenditure, acquisitions and divestments, changes in financial and other corporate policies and the annual budget. The Supervisory Board evaluates the performance of the Executive Board as a whole and that of its individual members, and proposes to the AGM any changes to the composition of the Executive Board. Similarly, the Supervisory Board annually reviews its own performance and proposes changes to the composition of the existing Supervisory Board members to the AGM. Finally, the Supervisory Board ensures the company´s policies are formulated and pursued in the interest of all its stakeholders, including shareholders and employees, and that these policies are sustainable and meet the highest ethical standards.
As Vopak is defined as an international holding company within the context of the Dutch Large Companies Act, it is exempt from the provisions of this Act.
The Supervisory Board is carefully selected to include members with diverse backgrounds and experience in areas relevant to Vopak’s core business and the foreign markets in which it operates. Their experience ranges from economic, financial, technical, operational and social areas, to political and businessrelated ones. The Supervisory Board, in performing its duties, focuses on the realization of the objectives of the company, the strategy and its implementation. The Supervisory Board appoints an Audit Committee, a Remuneration Committee and a Selection and Appointment Committee from its members. In accordance with the provisions of the Code, Vopak has further specified the role and powers of these committees in specific regulations that apply to them.
In addition to the power to appoint, suspend and dismiss members of the Executive Board and Supervisory Board, the AGM has other authorities such as passing resolutions for legal mergers and split-offs, adopting financial statements, and profit appropriation. Furthermore, the AGM determines the remuneration policy for the Executive Board, and has to approve any significant amendments to the policy. The AGM 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 2018 AGM. Vopak will continue to facilitate proxy voting. Dutch law provides for a mandatory registration date to exercise voting and attendance rights 28 days before the day of the AGM.