RAI HOLDING B.V.
RAI Holding B.V. is a private limited company in accordance with Dutch law.
Our governance is based on Book 2 of the Dutch Civil Code, the statures and various internal regulations, and the corporate governance code 2016.
The governance structure of RAI Holding B.V. includes a general meeting, Supervisory Board, Executive Board and works council.
RAI Holding B.V. is a holding. The Financial Statement states which companies are part of RAI Holding B.V. Wherever this annual report states ‘RAI Amsterdam’ it refers to RAI Holding B.V. and all its group companies. Group companies are participations in which RAI Holding B.V. plays a policy-deciding role.
RAI Holding B.V. and its group companies
The most recent statutes of RAI Holding B.V. are dated 18 July 2008. The latest statutes of subsidiary RAI Amsterdam B.V. are dated 2 June 2015.
The Executive Board and Supervisory Board recognise the Dutch Corporate Governance code 2016. They apply the principles and best practice definitions therein, insofar as they apply to RAI Holding B.V.
code fully recognised
In some cases the principles and best practice definitions do not apply because RAI Holding B.V. is not quoted on the stock exchange and only has two shareholders. The following recommendations from the code are not applied (in full):
- provision 2.8.3 (publication of standpoint in takeover situations);
- principle 4.2 (supplying information to the general meeting).
The Supervisory Board regulations and the regulations of its committees were reviewed in December 2017. The regulations refer to chapters, principles and provisions from the Corporate Governance Code 2016 in two ways. First, a large part of the code has become part of the actual regulations, and second, the regulations state that the Supervisory Board and Executive Board recognise the Corporate Governance Code. By making the chapters, principles and provisions part of the regulations, the code has effect in hindsight (with regard to accountability) and can also be implemented as determined by the regulations. The Supervisory Board regulations are published on www.rai.nl.
Supervisory Board regulations in accordance with Dutch Corporate Governance Code
The task of the Supervisory Board is supervising the policy of the Executive Board and the general course of affairs within the company and the associated companies. In addition, the Supervisory Board acts as employer to the Executive Board and abides by the remuneration ratios and culture of the organisation. Finally, the Supervisory Board has an advisory role with which it assists the Executive Board. In fulfilling its duties, the Supervisory Board is focused on the interests of the company and the associated companies, taking into account the relevant interests of all those involved in the company. The Supervisory Board is also responsible for the quality of its own activities.
supervising and realising employer and advisory role
The Supervisory Board preferably consists of five members. Because the Municipality of Amsterdam as a shareholder has indicated its intention to sell its interest, the vacancy of Supervisory Board member with preferential right from this shareholder has been kept open, and the Supervisory Board performed its tasks with four members.
five persons, two four-year terms at most
The profile is related to the composition of the Supervisory Board. It is discussed at the general meeting and with the works council whenever there are any changes. The profile is published on www.rai.nl.
profile determines composition
The Supervisory Board is composed in such a way that, in accordance with the governance code, its members can function independently and critically with regard to other members, the Executive Board and any other partial interest. Each Supervisory Board member should be able to evaluate the outlines of the total policy. Additionally, all members have a specific expertise and related competences required for fulfilling their duties. The Supervisory Board aims to be composed in such a way that continuity is guaranteed and membership well-balanced with regard to the age, experience and male/female ratio.
safeguarding independent and critical functioning
As the Supervisory Board in its complete configuration has more than four members, there are three core committees (in accordance with the regulations), namely an Audit Committee, Remuneration Committee and Selection and Appointment Committee. The committees are established and composed by the Supervisory Board. The (full) Supervisory Board remains responsible for all decisions, whether or not they were prepared by one of the committees. The regulations of the committees are published on www.rai.nl. The composition of the committees is indicated in the Statement of the Supervisory Board, under ‘Committee reports’.
The step-down roster is shown below and is also published on www.rai.nl.
Maximum of three terms (4+4+2+2)
|Name||Date of first appointment||Current term||Upcoming proposal for stepping down or (re)appointment: first General Meeting after:|
|R.H (Roelf) de Boer||23.04.2015||1st||23.04.2019|
|A.M.H. (Annemarie) van Gaal||15.09.2015||1st||15.09.2019|
|M. (Mariëlle) de Macker||17.03.2017||1st||17.03.2021|
|J.W.Th. (John) van der Steen||07.04.2011||2nd||07.04.2019|
After appointment, every member of the Supervisory Board follows an introductory programme designed and financed by RAI Amsterdam. This focuses on general financial and legal affairs, financial reporting by the company, specific aspects of RAI Amsterdam and its business activities, and the responsibilities of the Supervisory Board members.
introductory programme for new Supervisory Board members
Once a year, the Supervisory Board also discusses any desirable/required (additional) education during the terms of the individual members.
supplementary education and training
The Supervisory Board members were not provided with shares and/or options or similar rights for obtaining shares in the capital of the company, nor did they acquire any loans and/or securities.
no personal loans and/or securities provided to Supervisory Board members
The remuneration is described in the financial statement in the section ‘notes on the consolidated annual accounts'. The remuneration report is published on www.rai.nl, including the policy and application thereof in 2017.
included in Financial Statement and remuneration report
The regulations for the Executive Board were last changed on 25 June 2014. They are based on Article 13, section 3 of the company statutes and serve as a supplement to the regulations and instructions that apply to the Supervisory Board in accordance with Dutch legislation and company statutes. The task of the Executive Board and its working methods are included in the regulations, which are published on www.rai.nl.
The Executive Board members do not receive any shares and/or options or similar rights for obtaining shares in the capital of the company, nor did they acquire any loans and/or securities.
no personal loans and/or securities provided
The remuneration of the Executive Board is also included in the financial statement in the section ‘notes on the consolidated annual accounts'. The remuneration report including more detailed information on the remuneration of the Executive Board, and the policy and application thereof in 2017 are published on www.rai.nl .
included in Financial Statement and remuneration report
RAI Amsterdam is aware of its social role and the resulting responsibilities towards all parties. The actions of RAI Amsterdam and its employees are founded on the core values and business principles formulated by RAI Amsterdam. The Code of Conduct provides clarity by describing standards related to the actions of everyone who represents RAI Amsterdam. The instructions given by the code of conduct are unconditional and not influenced by financial goals. The Code of Conduct was implemented on 1 September 2006 and is published on www.rai.nl.
The whistleblower scheme determines how employees can report suspected violations to their employer. The scheme details the procedure to be taken by the employer and determines that employees who report suspected violations and who act in accordance with the provisions and in good faith will not be put at any disadvantage in their position as a result of any report. The whistleblower scheme was implemented on 1 September 2006 and is published on www.rai.nl.
procedure for reporting suspected violations