Holland Colours is a publicly listed, limited liability company with common shares listed on Euronext Amsterdam.
The company’s management and supervision are organized under Dutch law in a two-tier structure comprising of a Board of Management and a Supervisory Board.
Holland Colours promotes responsible behavior toward society and the environment, while at the same time taking account of the interests of its various stakeholders: employees, shareholders, other capital providers, customers, and suppliers. The Board of Management and Supervisory Board are ultimately accountable for giving due consideration to the interests of all parties involved, focusing on the continuity of the company and long-term value creation for relevant stakeholders, both at present and in the longer term, and are held accountable for the performance of their duties by the Annual General Meeting of Shareholders (AGM). The risk management strategy and the internal control framework play an important role in this process. For a description of these systems, please refer to the section on Risk Management.
Corporate Governance Framework
Holland Colours is incorporated and based in the Netherlands. As a result, our governance structure is based on the requirements under Dutch legislation and the company’s Articles of Association, complemented by internal policies and procedures. Given the worldwide exposure of our business, we conduct our operations in accordance with internationally accepted principles of good governance. Good corporate governance, long-term value creation, and engagement are key components of the Holland Colours culture and way of doing business. They are embedded in our core values. Holland Colours endorses the principles of the Dutch Corporate Governance Code (the “Code”), the content of which is available on www.mccg.nl.
The Code is reflected in the regulations of the Board of Management and the Supervisory Board. In addition, the Diversity Policy and a Policy on Bilateral Contacts with shareholders were updated and the Articles of Association of Holland Colours were aligned with the Code.
The statutory responsibility resides with the Board of Management, consisting of the CEO, CFO and CTO, who convene every two weeks with a formal agenda and a list of action items and decisions. The Board of Management holds regular meetings with the divisional teams for the monthly business reviews and quarterly updates on major projects. Large product, technology, innovation and capex projects need specific approval by the Board of Management. Cost budgets are approved as part of the annual budget review. During the extraordinary circumstances related to COVID-19, the Board of Management and the divisional managers participated in a weekly (digital) meeting to discuss, align and act on the actual situation, and the Supervisory Board was kept informed.
The Board of Management is held accountable by the Supervisory Board for defining and implementing the company’s strategy as well as its day-to-day operational management. The members of the Board of Management attend the periodic meetings of the Supervisory Board as well as the monthly update calls. The CEO is the main contact for the Supervisory Board.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The AGM is an integral part of the company’s governance and its system of checks and balances. The AGM reviews the Annual Report and decides on the adoption of the financial statements, the dividend proposal, the discharge of the members of the Supervisory Board and the Board of Management of their duties performed and the adoption of the remuneration policy of the Board of Management and the Supervisory Board.
The AGM is convened by public notice. The agenda, notes to the agenda and the procedure for attendance and voting at the meeting are published in advance and posted on the corporate website. Matters proposed for consideration, approval or adoption are dealt with as separate agenda items and explained in writing in advance of the meeting.
These proposals include, where applicable:
- Adoption of the financial statements;
- Dividend proposal;
- Discharge of the members of the Supervisory Board and the Board of Management of their liability for the duties performed;
- Appointment and reappointment of members of the Board of Management and the Supervisory Board;
- Remuneration policy of the Board of Management and the Supervisory Board;
- Appointment of the auditor;
- Other important matters, such as major acquisitions or the sale or demerger of a substantial part of the company, as required by law or under the Articles of Association;
- Authorization of the Board of Management to issue new shares;
- Amendments to the Articles of Association.
The company provides options for voting by proxy to its shareholders. Holding shares in the company on the registration date determines the right to exercise voting rights and other rights relating to the AGM. All resolutions are adopted based on the ‘one share, one vote’ principle and by an absolute majority of votes, unless the law or the company’s Articles of Association stipulate otherwise.
Holders of common shares in aggregate representing at least 1% of the total issued capital may submit proposals for the AGM agenda. Such proposals must be adequately substantiated and must be submitted in writing, or electronically, to the company at least 60 calendar days in advance of the meeting. The draft minutes of the AGM (in Dutch) are made available on the company’s corporate website within three months of the meeting date. The final minutes are available on the corporate website within six months after the meeting date.
Holland Colours highly values diversity and endeavors to reflect this in the composition of its Board of Management and Supervisory Board. The objective of the Diversity Policy is to enrich the Board of Management’s perspective, improve performance, increase member value and enhance the probability of achievement of Holland Colours’ goals and objectives. The policy is designed to promote diversity, including in terms of nationality, age, gender, education and professional background. One out of four members of the Supervisory Board is female. The Board of Management currently consists of two men. Diversity will be taken into account in succession planning and therefore it will be proposed to the AGM to appoint Tanja van Dinteren as CFO, which will result in one out of three members of the Board of Management being female.
Further information about the composition of the Board of Management and the Supervisory Board can be found in the reports of the Board of Management and the Supervisory Board (and its profile).
There are two committees of the Supervisory Board: the Audit Committee and the Remuneration Committee.
The Audit Committee assists and advises the Supervisory Board in its responsibility of supervising the integrity and quality of Holland Colours’ financial reporting and the effectiveness of its internal risk management and control systems. The Audit Committee consists of Roland Zoomers (chair) and Jorrit Klaus, who both qualify as financial and risk experts.
The Remuneration Committee (‘RemCo’) assists and advises the Supervisory Board on matters relating to the selection and appointment of the members of the Board of Management and Supervisory Board. The RemCo also monitors and evaluates the remuneration policy for the Board of Management. The RemCo consists of Aukje Doornbos (chair) and Gert-Hein de Heer.
ANTI-TAKEOVER PROVISIONS AND CONTROL
The company has no specific anti-takeover provisions in place. The fact that the company has a majority shareholder, Holland Pigments BV, in which the collective employees have a shareholding of approximately 25%, guarantees that the voice of the employees is heard.
The company fully endorses the importance of a transparent and balanced provision of information to its shareholders and other parties. In accordance with principle 4.2 of the Code, the Company therefore makes every effort to provide such parties equally and simultaneously with information that is relevant to shareholders, with due consideration of the exceptions provided for under applicable law. All this is set out in Holland Colours’ policy on bilateral contacts with shareholders. The full text of the policy is available on www.hollandcolours.com.
CODE OF CONDUCT
The Holland Colours Code of Conduct is a reflection of our core principles on doing business in a fair and ethical way, complying with the local rules and regulations, and treating our employees and business partners with respect. It provides guidelines for avoiding unfair competition and corruption or bribery and states the conditions for a safe and healthy work environment.
Through our HP Officials – as appointed by Holland Pigments BV – and other channels we maintain our unique employee participation model and culture.
Holland Colours has a global whistleblower policy in place, while adherence to the company core values is part of the annual performance cycles with employees.
Corporate Governance Code
The Supervisory Board and the Board of Management endorse the principles of Corporate Governance as established in the principles and best practice provisions that currently apply to internationally operating listed Dutch companies.
The full version of the Corporate Governance rules of Holland Colours, along with explanatory notes, is available on www.hollandcolours.com. The deviations from the Code relate to the subjects outlined below.
BOARD OF MANAGEMENT
The Code states that the main elements of the contracts of Management Board members of the company must be published without delay once the contract is concluded. As we do not want to single out this type of information, Holland Colours has decided to continue publishing this information as an integral part of the Annual Report. The remuneration policy for the Board of Management for the year under review was formulated by the Remuneration Committee and is further described in the Remuneration Report and Note 29 to the financial statements and will be proposed to the AGM for approval. Since Holland Colours does not offer remuneration in the form of options, the provisions governing options do not apply.
SUPERVISORY BOARD MEMBERS
As long as Holland Pigments BV holds an interest of at least one-third of the company’s issued share capital, it is entitled to nominate one member of the Supervisory Board.
The Supervisory Board has established a Remuneration Committee and an Audit Committee. In deviation from Article 2.3.4, the chairman of the Supervisory Board is also chairman of the Audit Committee, on account of his expertise.
The duties of the selection and appointment process are performed by all members of the Supervisory Board. The remuneration of the members of the Supervisory Board is set by the AGM.
INTERNAL AUDIT FUNCTION
The internal audit function assesses the design and operation of the internal controls and the risk management system. Due to the size of the company this function is fulfilled, in deviation from Article 1.3, by the Group Controller.
The Supervisory Board will evaluate annually if it is necessary to establish an internal audit department and will include the conclusions in the report of the Supervisory Board.
Holland Colours does not have an official company secretary. This position is fulfilled by the legal and governance function at the head office level, in line with the lean and effective organizational structure.
CONFLICTS OF INTEREST
As Holland Pigments BV is a majority shareholder in Holland Colours, with all employees of Holland Colours having shares in Holland Pigments, any transactions between Holland Pigments and the company that are of material significance are subject to approval by the Supervisory Board.
For practical reasons and because of the costs involved, the provision stipulating the option for shareholders to follow meetings with investors and analysts and presentations and press conferences in real time is not observed. All relevant information is immediately published on the company’s website. There have been no substantial changes to the corporate governance structure. The alignment with the Dutch Corporate Governance Code is published on the company website. Any future substantial changes will be submitted to the AGM.
The AGM held on July 16, 2019 authorized the Board of Management to acquire shares in the company for a period of 18 months, up to January 16, 2021 subject to the approval of the Supervisory Board. The acquisition price must be between the amount equal to the nominal value of the shares and the amount equal to 110% of the share price, whereby the share price will be: the highest average share price on each of the five trading days prior to the acquisition date in accordance with the Daily Official List of Euronext Amsterdam.
All documents related to the implementation of the Dutch Corporate Governance Code can be found in the Investor Relations section in the paragraph on Corporate Governance on our website. This includes the profile, regulation and schedule of retirement by rotation for the Supervisory Board, regulations of the Audit Committee and the Remuneration Committee, the Diversity Policy and the Policy on Bilateral Contacts with shareholders, the company’s Articles of Association, the Whistleblower Policy, Holland Colours’ Insider Dealing Policy, and the minutes of the Annual General Meetings of Shareholders.
Prevention of Insider Trading
In compliance with the Dutch Financial Supervision Act, Holland Colours has adopted internal regulations regarding investments in the company’s shares, share ownership, and preventing the abuse of insider information. Moreover, the duty of disclosure and the relevant best practice provisions of the Corporate Governance Code have been incorporated into these internal regulations where applicable.
These internal regulations apply to the Supervisory Board, the Board of Management and local managers and a circle of employees, as well as to a number of advisors. The Compliance Officer maintains a register, supervises compliance with the internal regulations, and liaises with the Netherlands Authority for the Financial Markets (AFM).
“We offer more than just a color, we offer a partnership."
Damen Brazier - Holland Colours UK Limited, Laboratory Manager