Meetings of the committees of the Supervisory Board
The Supervisory Board is currently supported by four committees consisting of members of the Supervisory Board: the Risk Policy Committee, with a subcommittee for purposes of related party transactions, the Audit and Compliance Committee, the Remuneration and Nominating Committee, and the Strategic Committee.
Risk Policy Committee
Members | Mr. W.M. van den Goorbergh (Chairman), Mr. J.C. Flowers, Mr. J.H.M. Lindenbergh and Mr D. Rümker
Meetings | The Risk Policy Committee met five times in 2008.
The Risk Policy Committee assists the Supervisory Board in monitoring the risk policy and profile in relation to NIBC’s general lending and investment policy and individual transactions above a certain threshold. In addition, it advises the Supervisory Board on market, credit, investment and operational risks and with regard to Basel II. The main topics that were discussed in 2008 concern liquidity and the risk profile of NIBC. Syndication reports, leveraged finance, country risk reports, impairment reports and portfolio overviews were also discussed by the committee.
The committee also discussed NIBC’s market risk and event risk reports, economic capital reports and liquidity risk reports on a regular basis.
Related Party Transactions Subcommittee
Members | Mr. W.M. van den Goorbergh (Chairman) and Mr. J.H.M. Lindenbergh, both of whom meet the independence criteria outlined in the Dutch Corporate Governance Code
Meetings | The Related Party Transactions Subcommittee met once in 2008.
The Related Party Transactions Subcommittee assists the Supervisory Board in assessing material agreements of any kind with a person or group of persons who hold, directly or indirectly, 10% of our issued and outstanding share capital or of the voting rights at the Annual General Meeting of Shareholders, or any person affiliated with any such person(s). An agreement will, in any event, be considered material if the amount involved exceeds EUR 10 million. The Supervisory Board has delegated the authority to approve such a material transaction to the Related Party Transactions Subcommittee.
Audit and Compliance Committee
Members | Mr. W.M. van den Goorbergh (Chairman), Mr. C.H. van Dalen, Mr. J.H.M. Lindenbergh and Mr. R.S. Sinha
Meetings | The Audit and Compliance Committee met six times in 2008.
The Audit and Compliance Committee assists the Supervisory Board in monitoring NIBC’s systems of financial risk management and internal control and compliance with legislation and regulations, the integrity of its financial reporting process and the content of the annual financial statements and reports, and in advising on corporate governance and corporate social responsibility matters. The main topics that were discussed during 2008 were the impact of the market circumstances on NIBC, the funding and liquidity planning, the budget and the quarterly, semi-annual and annual financial reports and related press releases, the impact of the accounting choices on the financial figures and related external communication and developments regarding the internal reporting process and related risk control environment.
The Audit and Compliance Committee discussed the reports of external auditor PricewaterhouseCoopers Accountants N.V. and its audit plan for 2008. The Audit and Compliance Committee also discussed the audit plan including progress and main findings and conclusions of the Internal Audit department.
The Audit and Compliance Committee evaluated the external auditors and functioning of Internal Audit and Compliance.
The internal auditors were represented at all meetings and the external auditors, by mutual agreement, at all meetings but one of the Audit and Compliance Committee in 2008.
The external auditor had, as described in the charter, one meeting without the members of the Managing Board.
Remuneration and Nominating Committee
Members | Mr. J.C. Flowers (Chairman), Mr. J.H.M. Lindenbergh and Mr. N.W. Hoek
Meetings | The Remuneration and Nominating Committee met seven times in 2008.
The Remuneration and Nominating Committee advises the Supervisory Board on the remuneration of the members of the Supervisory Board, the Managing Board and certain other senior managers, provides the Supervisory Board with proposals for appointments and re-appointments to the Supervisory Board, its Committees and the Managing Board, evaluates the performance of the other Supervisory Board Committees, assesses the performance of the members of the Managing Board and the Supervisory Board, and monitors the remuneration policy, which entails discussions about the total available pool for variable compensation and defining the collective and individual performance targets which form the basis for the variable compensation for the individual members of the Managing Board. In 2008, the Committee discussed the 2008 remuneration policy for the Managing Board and Supervisory Board, the individual compensation arrangements for the members of the Managing Board, the overall available funding for variable compensation arrangements, the performance of the Managing Board and some special retention compensation arrangements for the Managing Board and a select group of senior managers. Moreover, the Committee has discussed the consequences of the stepping down of the former Chairman and CEO, Mr. Enthoven and former Vice-Chairman and CRO, Mr. Stegmann, the profiles of the vacant positions, the candidates presented and interviewed, as well as the individual remuneration arrangements of the new Chairman and CEO, Mr. Drost and the new CRO, Mr. Sijbrand. The Committee has made recommendations to the Supervisory Board on all these topics.
Strategic Committee
Members | Mr. W.M. van den Goorbergh (Chairman), Mr. C.H. van Dalen, Mr. J.C. Flowers, Mr. J.H.M. Lindenbergh, Mr. D. Rümker and Mr. R.S. Sinha
Meetings | The Strategic Committee did not meet in 2008.
The Strategic Committee discusses the strategic options that present themselves to NIBC. During 2008, a number of strategic opportunities came up that were considered to be so important that they were discussed during Supervisory Board meetings.
