Charter of the Supervisory Board of Draka Holding N.V.
This Charter is based on the Articles of Association of the Company and has the
objective to clarify the role and responsibilities of the Supervisory Board of
Draka Holding N.V. (the “Supervisory Board”) in its relationship with respective
General Shareholders of Draka Holding N.V. (the “Company”); especially the
Shareholders and the Board of Management of the Company.
Moreover, this charter contains rules on the decision making process related to
the supervising and advisory role that the Supervisory Board has on the
provisions of Law and Articles of Association applicable on the Company.
The third objective is to set out the internal organization of the Supervisory
Board.
Article 1. Role of the Supervisory Board
1.1 The overall assignment of the Supervisory Board is (a) to supervise the
correct
functioning of the policies, management and the general affairs of the Draka
group of companies in and outside the Netherlands and (b) to assist the Board
of
Management
with advice on general policies related to the activities of the
Company and the
companies belonging to the Draka group.
1.2 In fulfilling its assignments the Supervisory Board and its members will act
in the
interest of the Company and the Draka group of companies and give specific
attention
to
the Company's stakeholders, such as its shareholders, the Draka group's
employees,
customers, suppliers and other business relations. In carrying out its
supervisory role,
the Supervisory Board shall proceed on the basis of whether policies
are being
adhered in conformity with the basic principles of responsible and
reasonable
entrepreneurship. To this end, the Supervisory Board shall ensure that
policies
are at
any rate in conformity with the provisions of applicable law, the
Articles of
Association of
the Company, applicable Codes of Corporate Governance
and other relevant
internal
policies, and that the continuity of the Company and
the Draka group of
companies is ensured. Criteria for this shall include considerations
such as
whether the
decisions made or to be made by the Board of Management
are well founded, in the interest of the Company and the Draka group of companies
and whether they are
arrived
at with due care.
1.3. The Supervisory Board and its members shall act in a manner that is
independent,
critical and constructive. Its supervisory function requires a certain restraint
in respect
of
the actual management and the general affairs of the Draka group of companies,
in
order to facilitate impartial supervision and, if necessary, intervention. In
carrying out
its
supervisory function, the Supervisory Board shall, in principle, not get
involved with
the
day-to-day implementation of the Company's policies.
Article 2. Responsibilities of the Chairman, Vice-Chairman and the Company
Secretary
2.1 The Chairman and Vice-Chairman of the Supervisory Board are appointed by
the Supervisory Board from among its members. The Supervisory Board shall
appoint
a
Secretary who need not be a member of the Supervisory Board.
2.2 Meetings of the Supervisory Board are chaired by its Chairman and in his
absence
by the Vice-Chairman.
2.3 The Chairman ensures that the Supervisory Board functions properly in all
respects.
He shall in principle be available at all times for consultation by the other
Supervisory
Board members and the Board of Management. The Chairman shall remain in
close
and
frequent contact with the Chairman of the Board of Management/CEO and
if and
when
required with the other members of the Board of Management and shall
regularly
keep
the Supervisory Board informed of these contacts.
2.4 The Chairman and the Company Secretary will monitor the information to be
submitted by or on behalf of the Board of Management to the Supervisory Board
and
request such other information, as they deem appropriate.
Article 3. Committees of the Supervisory Board
3.1 The Supervisory Board, though retaining overall responsibility for such
aspects, may
assign certain tasks to one or more permanent and/or ad hoc committees formed
from
among its members. Such committees have no independent or assigned powers
unless
and to the extent explicitly assigned by this Charter or by the Supervisory
Board. The committees, on a regular basis, report on their actions, reviews,
proposals, and findings to the plenary Supervisory Board.
3.2 The members of such committees will be appointed by the Supervisory Board,
which
will also appoint the committee's chairman and secretary, if any, and establish
the form
and frequency of reporting to the plenary Supervisory Board.
3.3 In this context, the Supervisory Board has decided to create 3
subcommittees:
Audit
and Governance Committee, Remuneration and Nomination Committee and a
Strategy Committee.
Article 4. Meetings of the Supervisory Board
4.1 The Supervisory Board shall meet whenever two or more Supervisory Board
members
or a member of the Board of Management so requests. Meetings of the
Supervisory
Board shall be convened by the Chairman of the Supervisory Board or
by two
Supervisory Director(s) requesting the meeting to be held, or at the
request of the
aforementioned by the Secretary of the Supervisory Board. The
agenda of such
meetings shall be determined by the Chairman after consultation
with the Chairman
of the Board of Management
4.2 The Supervisory Board meets at least 6 times per year. One meeting will be
scheduled to approve the annual accounts to be submitted to the General
Meeting
of Shareholders. Other meetings will be scheduled at such dates
as to enable the
Supervisory Board to properly discuss and review progress
versus plans and
regularly and publicly report about such developments.
4.3 Prior to each meeting of the Supervisory Board, the Board of Management will
provide
the Supervisory Board with appropriate information with respect to
matters to be
reviewed. Based thereon the Chairman of the Supervisory Board
together with the
Company Secretary, will set an Agenda for each meeting.
4.4 The Supervisory Board encourages the Board of Management to invite to the
Supervisory Board meetings from time to time employees (a) who can provide
additional insight into matters under discussion and (b) who possess future
senior management potential.
4.5 Upon decision by the Chairman of the Supervisory Board its meetings can be
arranged (and/or individual Supervisory Board members can participate in such
meetings) by way of a conference call.
4.6 Minutes of the meetings will be prepared by the Company Secretary under the
responsibility of the Chairman and ultimately reviewed and approved by the
Supervisory
Board. These minutes shall generally be adopted by in the next Supervisory Board
meeting. The minutes shall be signed for adoption by the Chairman and the
Company
Secretary.
Article 5. Items to be discussed in the Supervisory Board (mandatory)
5.1 At least once a year the Supervisory Board -on the basis of a written report
of the
Board of Management- will discuss the general strategy, as well as
the risks
involved in
the Company and the Draka group of companies, and
the results of the assessment
by
the Board of Management of the systems
of internal business control. The Audit
and
Governance Committee of the
Supervisory Board will review these aspects in depth
and advise the Supervisory
Board on these issues.
5.2 At least once a year the Supervisory Board shall discuss -without the Board
of
Management being present- (a) its own functioning, (b) its relationship with the
Board
of
Management, (c) the composition and appraisal of (members of) the Board of
Management, (d) the succession of members of the Board of Management and (e) the
remuneration of members of the Board of Management.
Article 6 Resolutions of the Supervisory Board
6.1 Resolutions of the Supervisory Board are taken by majority vote. Binding
decisions
can only be taken if at least a majority of the members is present and
the item has
been put on the agenda previously circulated. If all members are
present and agree
hereto the Supervisory Board may resolve on issues not on the
agenda.
6.2 Resolutions of the Supervisory Board upon a proposal by or on behalf of the
Chairman can also be agreed to in writing if (a) such proposal has been sent to
all
members, (b) no one member has objected to resolving such matters in writing
and
(c) more than half of the members vote in favour of the proposed resolution.
In such
case the Company Secretary will record in writing such resolution of the
Supervisory
Board and have this document signed by the Chairman and the Company
Secretary.
6.3 A declaration signed by two members of the Supervisory Board that a
resolution has
been adopted serves as evidence to third parties of that approved resolution.
Article 7. Period of appointment and re-election
7.1 Members of the Supervisory Board are appointed for a period of four years
and resign
at the first General Meeting of Shareholders after such period has
elapsed.
7.2 Resolutions to nominate a member for re-election to the Supervisory Board
will be
dealt with in the same manner and with the same degree of diligence as
if a person is
nominated for election to the Supervisory Board for the first
time.
7.3 The Board will review its own performance and may request a member to step
down
in the event of inadequate functioning,
structural conflicts, conflicts of interest or any
other compelling reason.
Article 8. 'Profile' of the Supervisory Board
8.1 The Supervisory Board will exercise its powers to recommend persons for (re)
election
to the Supervisory Board in such a way that the Supervisory Board and
its members
can fulfill their supervisory and advisory tasks in an independent,
constructive and
critical way.
8.2 The Supervisory Board will aim for an adequate spread of knowledge,
experience
and diversity among its members in relation to the global and multi-product
character
of
the business of the Company and the Draka group of companies. Consequently,
the
Supervisory Board will aim for an adequate level of experience in financial,
economic,
social, legal and international business aspects, the dynamics of the
international cable industry as well as governance and public administration
matters.
8.3 Due to its special ownership structure the Company will have no more then
two
members on the Supervisory Board representing the founding shareholder.
8.4 The Supervisory Board will at all times be composed of a majority of
independent
members. In case of vacancies, the Supervisory
Board will ensure that such persons
are recommended for appointment that their qualifications will
sufficiently be reflected
in the (future) composition of the Supervisory Board.
8.5 The Supervisory Board, in exercising its powers to nominate persons for
appointment to the Supervisory Board or the Board of Management, will take into
account the right of the Central Workers Council in this respect before making
its
recommendations to the General Meeting of Shareholders.
8.6 This Charter of the Supervisory Board will be made public through
publication in the
Company's annual reports and/or on the Company's website.
Article 9. Rules of conduct for members of the Supervisory Board
9.1 Should any Supervisory Board member hold shares in the share capital of the
Company, this will be for the purpose of long-term investment; members of the
Supervisory Board will refrain from short-term speculation in Draka shares.
The
total number of securities in the Company held by each member of the
Supervisory
Board will be disclosed in the Company’s annual report. The Draka
policy on
Insider Trading applies to all members of the Supervisory Board.
9.2 Members of the Supervisory Board should avoid undisclosed actual or
potential
conflicts of interest with the Company. A member of the Supervisory
Board
experiencing such actual or potential conflict of interest will
immediately disclose
this to the Chairman of the Supervisory Board and to the
Compliance Officer,
who will decide whether to disclose this to the full
Supervisory Board. The member
with an actual or potential conflict of interest will abstain from any vote on items
concerning such a conflict of interest.
9.3 In taking up other positions or interests (other than those disclosed at the
time of first
election), members inform the Chairman and ensure that they will
remain able to fulfill
their tasks as a member of Draka' Supervisory Board or
its committees.
9.4 Members of the Supervisory Board will be remunerated for their services as
determined
by the General Meeting of Shareholders based on proposals by the
Supervisory Board
about board fees, committee fees and other expenses incurred.
Travel expenses will
be reimbursed separately.
9.5 The Chairman, acting individually, or two other members of the Supervisory
Board
acting collectively is/are authorized to act on behalf of the Supervisory
Board in
agreements between the Company and members of the Board of Management.
Article 10. Complaints, whistle blowers
10.1 The Board of Management shall ensure that all Draka employees have the
opportunity, without jeopardizing their legal position, to report alleged
irregularities of
a
general, operational and financial nature within the Company to the Chairman of
the
Board of Management or to the Compliance Officer designated for such purpose
by
him.
10.2 Alleged irregularities that relate to the functioning of the members of the
Board of
Management shall be reported to the Chairman of the Supervisory Board or to a
member of the Supervisory Board designated by the Chairman.
10.3 The whistleblower arrangements will be placed on the Company's website.
Article 11. Amendments
11.1 The Supervisory Board shall evaluate this Charter annually to identify any
specific
aspects in respect of which amendments to this Charter and/or further
regulations
are required.
11.2 This Charter can only be amended by a resolution of the Supervisory Board
to that
effect. Any amendment shall be laid down in writing.
This Charter was last amended and approved by the Supervisory Board on 13
November 2006
