The role and responsibilities of the Supervisory Board
Independent, the Supervisory Board supervises and advises the Board of Management and the Executive Committee in performing its management tasks.
The Supervisory Board plays an essential role in governance of the company and forms integral part of the checks and balances of governance and management of the company. Major management decisions and AkzoNobel strategy are discussed with, and approved by, the Supervisory Board. Its activities and meetings are detailed in a report published every financial year. Acting in the interests of AkzoNobel and its stakeholders, the Supervisory Board is also responsible for monitoring the Board of Management and the Executive Committee, as well as for setting the direction of the company's business. This includes:
- achieving our operational and financial objectives
- our corporate strategy and risks inherent in our business activities
- how internal risk management and control systems are structured and operated
- the main financial parameters and the financial reporting process
- compliance with applicable laws and regulations.
Supervisory Board Profile
The Supervisory Board profile and the Supervisory Board skills matrix together provide a foundation for the Nomination Committee in its review of the skills required on the Supervisory Board, the identification of gaps and the development of criteria for proposed nominations. In turn they provide a guideline for nominations and recommendations to the shareholders.
The Supervisory Board profile and composition shall enable the Supervisory Board to best carry out its responsibilities and duties to the Company, to the shareholders and to other stakeholders. The Supervisory Board shall be constituted in a balanced manner so as to reflect the nature and variety of the Company’s businesses, their international spread and the desirability to have available expertise in such fields as:
- International Business
- General & Strategic Management
- Employment / Industrial Relations
- Risk Management
- Commercial Management
- Business to Business Sales
- Research & Development
- Government and Public administration
Diversity criteria include gender, nationality, age, expertise, independence and experience.
Individual Supervisory Board Members
The Supervisory Board’s policy is to maintain a composition that reflects both society at large and the markets in which the company operates.
Under Dutch law, the Supervisory Board must be independent of the Board of Management and the Executive Committee. This means Supervisory Board members can neither be Board of Management members, Executive Committee members, nor employees of the company. Each member must be able to act critically and independently of the others, the Board of Management and Executive Committee, and Supervisory Board members shall not represent the interest of any particular constituency.
Supervisory Board members are required to ensure that the number of (supervisory board and or non-executive) positions they each hold, will not exceed the maximum number set by law and by generally accepted governance principles. Each member shall assure the proper performance of his or her duties as a member of the Supervisory Board and should bring the following qualities:
- independence of mind and character
- the courage and willingness to constructively challenge the views of others
- demonstrated capacity for team work and cooperation
- responsibility to uphold the highest standards of openness and integrity
- sound business and ethical judgment
- ability to assess the broad outline of the overall strategy of the Company and its business
- experience of (international) business, commerce, finance, economic, scientific, environmental, social or public policy, and management
- experience with regard to one or more of the company’s four key end-user segments
- desire to participate in comprehensive induction programs and ongoing training
- capacity for self-reflection and to contribute to Supervisory Board evaluation
- the intellectual capacity to analyze and propose changes to management policy
- demonstrated ability to build and forge relationships
- availability to commit adequate time and effort to their tasks including availability to travel and partake in relevant committees
- accountability to share- and stakeholders
- in-depth experience and knowledge of financial reporting, international accounting principles, internal controls and procedures for financial reporting (at least one member)
These qualities are engrained and reflected in the Supervisory Board skills matrix.
In addition to these qualities, members of the Supervisory Board shall not be a former member of the Board of Management or Executive Committee.
The list of our current Supervisory Board members and summaries of their profiles are available here.
AkzoNobel Auditor Independence Rules
The AkzoNobel rules on Auditor Independence provides a framework for decision-making on the services the External Auditor (KPMG) is entitled and not entitled to provide.
It also establishes the role and responsibilities of the Audit Committee in this process.
The Policy was revised on December 4, 2013.
See full text of the Auditor Independence Rules.