RAI HOLDING BV
RAI Holding BV is a private company in accordance with Dutch law.
Our governance is based on Book 2 of the Dutch Civil Code (BW), the statues, various internal regulations and the corporate governance code 2016.
The governance structure of RAI Holding BV includes a general meeting, a Supervisory Board, an Executive Board and a Works Council (OR).
RAI Holding BV is a holding. The financial statement indicates the companies it comprises. Wherever this annual report mentions ‘RAI Amsterdam’, this should be understood to refer to RAI Holding BV and all its group companies. Group companies are participating interests in which RAI Holding BV plays a policy-deciding role.
RAI Holding BV and its group companies
The most recent statutes of RAI Holding BV are dated 18 July 2008. The latest statutes of the subsidiary RAI Amsterdam BV are dated 2 June 2015.
The Executive Board and Supervisory Board of RAI Amsterdam recognise the Dutch Corporate Governance Code 2016. They apply the principles and best practice definitions therein insofar as they can be said to apply to RAI Holding BV.
code fully recognised
In some cases, the principles and best-practice definitions do not apply because RAI Holding BV is not quoted on the stock exchange and only has two shareholders. The following recommendations from the code are not applied or not fully applied:
- provision 2.8.3 (publication of standpoint in takeover situations);
- principle 4.2 (supplying information to the general meeting).
The regulations of the Supervisory Board and 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 regulations themselves, and, second, the regulations state that the Supervisory Board and Executive Board endorse 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 be implemented by authorities as determined by the regulations. The Supervisory Board regulations are published on RAI Amsterdam’s website www.rai.nl.
Supervisory Board regulations in accordance with Dutch Corporate Governance Code
The task of the Supervisory Board is to supervise the policy of the Executive Board and the general course of affairs within the RAI and its associated companies. In addition, the Supervisory Board acts as employer to the Executive Board and abides by the remuneration ratios and company culture. Finally, the Supervisory Board has an advisory role in which it assists the Executive Board. In fulfilling its duties, the Supervisory Board is focused on the interests of the RAI and its associated companies, and takes into account the interests of all those involved in the company. The Supervisory Board is responsible for the quality of its own activities.
supervising and realising employer and advisory role
The Supervisory Board should preferably have five members. Because the Municipality of Amsterdam as a shareholder has announced its intention to sell its interest, the position of Supervisory Board member with preferential right from this shareholder has been kept vacant, and the Supervisory Board performed its tasks with four members in 2018.
five members, 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 the RAI Amsterdam website www.rai.nl and as an annex to the Supervisory Board regulations.
profile determines composition
The Supervisory Board is composed in such a way that its members can function independently and critically with regard to other members, the Executive Board and any other partial interest, in accordance with the governance code. Each Supervisory Board member should be able to evaluate the outlines of the overall policy. Additionally, all members have a specific field of 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, a Remuneration Committee and a 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 the RAI Amsterdam website (www.rai.nl; annex to the Supervisory Board regulations). The participation of Supervisory Board members in the committees (compositions of the committees) is indicated in the Composition of Supervisory Board and Executive Board section above.
Supervisory Board members are appointed for a period of four years, and can be reappointed for another period of four years. After eight years, Executive Board members can be reappointed two more times for terms of two years – however, the reasoning behind this must be explicitly explained in the Supervisory Board report.
The step-down roster is indicated below and is published on www.rai.nl.
Maximum of 12 years (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|
|W.C.M. (Mariëlle) de Macker||17.03.2017||1st||17.03.2021|
|A.M.H. (Annemarie) Macnack - van Gaal||15.09.2015||1st||15.09.2019|
|J.W.Th. (John) van der Steen||07.04.2011||3th||07.04.2021|
After their 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, topics specific to RAI Amsterdam and its business activities, and the responsibilities of the Supervisory Board members.
determination of supplementary education
Once a year, the Supervisory Board also discusses any additional education that is desirable/required during the terms of the members.
determination of supplementary education
No Supervisory Board member was provided with shares and/or options or similar rights for obtaining shares in the capital of the company. No personal loans or securities were provided to Supervisory Board members.
no personal loans and/or securities provided to Supervisory Board members
The remuneration is described in the financial statement in the section ‘notes on consolidated annual account'. A remuneration report made available to shareholders describes the remuneration policy and accounts for its application in 2018.
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 Executive 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 the website of RAI Amsterdam (www.rai.nl).
No Executive Board member received any shares and/or options or similar rights for obtaining shares in the capital of the company. No personal loans and/or securities were provided to Executive Board members.
no shares, options, loans or securities provided
The remuneration of the Executive Board is also included in the financial statement in the section ‘notes on the consolidated annual account' as well as in the remuneration report.
The RAI Amsterdam policy team consists of the statutory Executive Board, seven directors and three business support managers. The organigram below shows the policy team, with the Executive Board members and directors in red and business support managers in grey.
RAI Amsterdam is aware of its social role and the resulting responsibilities towards all parties. Our actions and those of RAI 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 and statements of everyone who represents RAI Amsterdam. The instructions given by the code of conduct are unconditional and not influenced by financial objectives. The code of conduct was implemented on 1 September 2006 and is published on the RAI Amsterdam website (www.rai.nl).
The whistleblower scheme determines how employees can report suspected violations to their employer. It details the procedure to be taken by the employer and determines that employees who report suspected violations in accordance with provisions and in good faith will not be put at any disadvantage in their position as a result of the report. The whistleblower scheme was implemented on 1 September 2006 and is published on the RAI Amsterdam website (www.rai.nl).
procedure for reporting suspected violations