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Report of the Supervisory Board
Supervision of the Company
The Supervisory Board is pleased to report on its activities in 2004 including its supervision of the policies pursued by the Board of Management and the general state of affairs within Vedior.
In the year under review the Supervisory Board performed its duties in close co-operation with the Board of Management, with which it meets frequently both formally and informally. In 2004, the Supervisory Board held eight formal meetings, seven of which were held with the Board of Management. The full Supervisory Board participated in all meetings held in 2004. By way of frequent informal consultation in between the regular meetings with the Board of Management, the Supervisory Board, and particularly its Chairman, remains well informed about the general state of affairs within the Company in order to offer the Board of Management prompt and constructive advice. The Chairman of the Supervisory Board and the Chief Executive meet on a monthly basis. The members of the Supervisory Board thus have a regular opportunity to obtain any additional information that may be required in order to optimise their performance.
Several meetings were held in the first six months of the year, to discuss the 2003 results, the financial statements and the 2003 annual report, employee option and share schemes, business development, the financial position including the Company’s financial structure and financing, and to prepare for the Annual General Meeting of shareholders. The meetings in the second half of the year concentrated on the Company’s quarterly financial results, business development, the strategic review, investor perception, a thorough review of the regulations of the Supervisory Board, and the budget for 2005. At a meeting, which was held without the Board of Management being present, the Supervisory Board discussed the composition and performance of the Board of Management and its individual members as well as its own composition and performance.
The discussion of the annual and quarterly results is based on a financial report presented by the Chief Financial Officer and the operational reports given by the Chief Executive and other members of the Board of Management. This gives the Supervisory Board an overview of the general state of affairs and the financial position of the Company as well as insight into the development of results and markets within specific geographic areas. It also allows the Supervisory Board to concentrate in greater detail on the Company’s development and measures taken in specific countries in response to changing economic or market conditions.
The Supervisory Board discussed in detail the outcome of the strategic review conducted by the Board of Management during the year. Special attention was given to the progress made since 2000, Vedior’s strengths and weaknesses, market developments, core strategies and objectives. The Supervisory Board considers the outcome of the strategic review an excellent basis for Vedior’s future development. More information about the review can be found here in the report of the Board of Management.
In May 2004, the Supervisory Board appointed a special Committee, consisting of Mr Angenent as Chairman, and Mr Laan and Mr Sinninghe Damsté as members, to review decisions regarding the refinancing of the Company’s syndicated credit facility, which was due to expire in August 2005. The Committee closely followed and reviewed the process and final decisions made by the Board of Management in this respect. In October 2004, the Committee approved the Board of Management’s proposal regarding the refinancing of the Company’s syndicated credit facility, which was completed on favourable terms at the end of November 2004.
Composition of the Supervisory Board
The composition of the Supervisory Board remained unaltered in 2004. The Annual General Meeting of shareholders, held on 7 May 2004, approved the proposal of the Supervisory Board to reappoint Mr Laan, who retired in accordance with the schedule drawn up by the Supervisory Board. Important considerations in this proposal were Mr Laan’s valuable contribution to the Supervisory Board’s work in view of his specific expertise and experience in the financial world. In order to ensure that no more than one Supervisory Director should be (re)appointed at the same time, the following retirement schedule has been agreed:
| Mr Sinninghe Damsté |
Annual General Meeting 2005 |
| Ms Kaminsky |
Annual General Meeting 2006
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| Mr Angenent |
Annual General Meeting 2007 |
| Mr Laan |
Annual General Meeting 2008 |
Pursuant to this schedule, Mr Sinninghe Damsté will retire at the Annual General Meeting to be held on 29 April 2005. The Supervisory Board intends to nominate Mr Sinninghe Damsté for reappointment at this meeting considering his valuable contribution to the Supervisory Board, particularly its Audit Committee, and in view of his financial knowledge and experience, especially at an international level. |
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