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Report of the board of management

Shares and shareholder rights

General Meetings of Shareholders

The annual General Meeting of Shareholders will be held within six months of the close of the financial year. Extraordinary General Meetings of Shareholders will be held as often as the Board of Management and Supervisory Board deem necessary. An extraordinary General Meeting of Shareholders will also be held if one or more shareholders who collectively represent at least ten percent of the issued capital submit a written request to this effect to the Board of Management or the Supervisory Board enclosing a detailed list of agenda items. If neither the Board of Management nor the Supervisory Board – which have equal powers in this matter – respond in such a way that this extraordinary General Meeting of Shareholders can be convened within six weeks of the request, the applicants are at liberty to convene the meeting themselves and appoint a chairman.

Meetings are convened by public notice or via Corbion's website and registered shareholders are notified by letter, at least forty-two days prior to the (extraordinary) General Meeting of Shareholders. If requests are received from shareholders who individually or collectively represent at least one percent of the issued capital to place items on the General Meeting of Shareholders agenda, these will be honored provided they are submitted to Corbion at least forty-five days prior to the date of the meeting.

Pursuant to Dutch law, the record date for the exercise of voting rights and rights relating to General Meetings of Shareholders is set as the 28th day prior to the day of the meeting. Shareholders registered on such date are entitled to attend the meeting and to exercise the other shareholder rights (in the meeting in question) notwithstanding subsequent sale of their shares thereafter. This date will be published in advance of every General Meeting of Shareholders.

Main powers of the General Meeting of Shareholders

The main powers of the General Meeting of Shareholders relate to:

  • the appointment, suspension, and dismissal of members of the Board of Management and Supervisory Board;

  • approval of the remuneration policy for the Board of Management;

  • approval of the remuneration policy for the Supervisory Board;

  • the adoption of the annual Financial Statements and approval of dividends;

  • discharge from liability of the members of the Board of Management and Supervisory Board;

  • issuance of shares or rights to shares, restriction or exclusion of pre-emptive rights of shareholders, and repurchase or cancellation of shares;

  • the appointment of the external auditor;

  • amendments to the Articles of Association;

  • approval of decisions of the Board of Management that would entail a significant change in the identity or character of Corbion or its business.

Voting rights

Shareholders have voting rights in proportion to the number of shares held and there are no restrictions on the voting rights on the company's shares. Each share is entitled to one vote.

Subject to certain exceptions provided by Dutch law or the Corbion Articles of Association (as outlined below), decisions at the General Meeting of Shareholders will be taken by an absolute majority of the votes cast without a requirement for a quorum.

According to the Dutch law and the company's Articles of Association, the following decisions of the General Meeting of Shareholders require a larger majority or a quorum:

  • Unless proposed by all members of the Supervisory Board or Board of Management, any resolution to amend the Articles of Association or to wind up the company, shall require a majority of at least three-quarters of the votes cast provided at least two-thirds of the issued capital is represented.

  • Any resolution to restrict or exclude the pre-emptive right in respect of ordinary shares or to designate the Board of Management, shall require a majority of at least two-thirds of the votes cast if less than half of the issued capital is represented at the meeting.

  • Any resolution to make a binding nomination for the appointment of a member of the Supervisory Board or Board of Management non-binding, shall require an absolute majority of the votes cast, provided that majority represents more than one-third of the issued capital. If a nomination has been made non-binding, the General Meeting of Shareholders may only appoint a person other than the nominees by a resolution adopted by an absolute majority of the votes cast, provided that majority represents more than one-third of the issued capital.

  • Any resolution to suspend or dismiss a member of the Supervisory Board or Board of Management, shall require an absolute majority of the votes cast, provided that majority represents more than one-third of the issued capital.

  • Any resolution to approve (amendments to) the remuneration policy of the Board of Management, shall require a majority of at least three-quarters of the votes cast.

  • Any resolution to approve (amendments to) the remuneration policy of the Supervisory Board, shall require a majority of at least three-quarters of the votes cast.

Amendment of the Articles of Association

Decisions to amend the Articles of Association of the company may only be taken at a General Meeting of Shareholders in which at least two-thirds of the issued capital is represented and by a majority of at least three-quarters of the votes cast, unless the proposal has been submitted by all members of the Board of Management in office with the collective approval of all members of the Supervisory Board in office, in which case the decision may be taken by an absolute majority of votes, regardless of the represented capital.

Issuance and repurchase of shares

At the 2019 annual General Meeting of Shareholders it was resolved to authorize the Board of Management, subject to the approval of the Supervisory Board, to issue shares or grant rights to acquire shares in the company as well as to restrict or exclude the pre-emptive right accruing to shareholders up to and including 13 November 2020. This authorization is limited to a maximum of 10% of the number of shares issued as at 13 May 2019. Furthermore, an authorization was granted for another 10% of the number of shares issued as at 13 May 2019 in the event of mergers, acquisitions, and/or strategic alliances.

Furthermore, at the 2019 annual General Meeting of Shareholders it was resolved to authorize the Board of Management, subject to the approval of the Supervisory Board, to acquire shares in the company within the limits of the Articles of Association and within a certain price range up to and including 13 November 2020. This authorization is limited to a maximum of 10% of the number of shares issued as at 13 May 2019.

External auditor

An independent audit firm is appointed by the General Meeting of Shareholders. The external auditor is responsible for auditing the Financial Statements of Corbion. On 25 May 2018, the General Meeting of Shareholders appointed KPMG Accountants N.V. as external auditor for the company for the financial year 2019.

Capital structure

As at 31 December 2019, 59,242,792 ordinary shares of € 0.25 each had been issued, including 423,202 ordinary shares held by Corbion. The ordinary shares are listed on Euronext Amsterdam. No restrictions apply to the transfer of shares.

Substantial shareholdings

Pursuant to the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the following notifications of capital interest in Corbion as at 31 December 2019 were reported:

  

Capital interest

Voting interest

1

NN Group N.V.

15.01%

 

2

Artemis Investment Management LLP

5.08%

 

3

Lansdowne Partners Limited

5.02%

 

4

RWC European Focus Master Inc.

5.01%

 

5

ASR Nederland N.V.

4.99%

 

6

J.O. Hambro Capital Management Limited

4.99%

 

7

Kabouter Management LLC

3.20%

 

8

Norges Bank

3.19%

 

9

Paradice Investment Management PTY

3.07%

2.44%

10

PrimeStone Capital LLP

2.96%

 

11

T. Row Price Group Inc.

2.85%

 

12

BNP Paribas Investment Partners SA/
BNP Paribas Asset Management Holding

2.82%

2.74%

NB: As at 31 December 2019 Corbion had a capital interest of 0.71%.

Compliance with the Code

Corbion is committed to embedding the Code principles within the company, thereby abiding by the core concepts of good business practices, integrity, openness, and transparent and well-supervised management. Important changes in the corporate governance structure are presented to the General Meeting of Shareholders for discussion. With the exception of the deviations outlined in the paragraphs below, Corbion endorses and adheres to the principles and best practices of the Code.

With respect to best practice provision 3.1.2 vi of the Code, Corbion applies share ownership requirements instead of holding restrictions. The Supervisory Board believes that a mandatory share ownership leads to a more sustainable build-up and alignment of the interests of the members of the Board of Management and the shareholders. As long as a member of the Board of Management does not comply with the share ownership requirements, vested shares received under share plans will be kept in a restricted account and cannot be traded. Corbion departs furthermore with regard to the possible financing of income tax on vested shares under the share plan by allowing selling part of the vested shares in deviation of the share ownership requirements.

With respect to cancelling the binding nature of a nomination or dismissal (best practice provision 4.3.3), Corbion deviates as follows. The members of the Supervisory Board and the Board of Management are appointed by the General Meeting of Shareholders on the basis of nominations by the Supervisory Board. The Corbion Articles of Association state that the General Meeting of Shareholders can overrule any such nomination by an absolute majority of the votes cast, provided the said majority represents at least one-third of the issued capital. In contrast with the Code, no second meeting will be convened if there is no quorum, as a second meeting is not required by law.

The General Meeting of Shareholders may decide to suspend or dismiss a member of the Board of Management or Supervisory Board by an absolute majority of the votes cast, provided the said majority represents at least one-third of the issued capital. This quorum requirement does not apply if the proposal for suspension or dismissal is submitted by the Supervisory Board. In contrast with the Code, no second meeting will be convened if there is no quorum, as a second meeting is not required by law.

The full text of the Code applicable to the company in 2019 can be viewed at: www.commissiecorporategovernance.nl.

Decree Additional Requirements for Management Reports/Corporate Governance Statement

Section 2a of the Decree Additional Requirements for Management Reports (Vaststellingsbesluit nadere voorschriften inhoud bestuursverslag) requires companies to publish a statement concerning their approach to corporate governance and compliance with the Code. The information required to be included in this corporate governance statement as described in Sections 3, 3a, and 3b of this decree is included in this Corporate governance section.

The information on the company’s risk management and control frameworks relating to the financial reporting process, as required by Section 3a sub a of this decree, can be found in the Risk management section.

Decree Article 10 EU Takeover Directive

The information required by the Decree Article 10 EU Takeover Directive (Besluit artikel 10 overnamerichtlijn), to the extent applicable to the company, is included in this Corporate governance section and the notes referred to in this section, as well as the paragraph below.

The contractual conditions of most of the company’s key financing agreements and notes issued (potentially) entitle the banks and noteholders respectively to claim early repayment of the amounts borrowed by the company in the event of a change of control over the company (as defined in the respective agreement). With respect to agreements entered into with members of the Board of Management that provide for payment upon termination of their employment following a public bid, please refer to the description of the remuneration policy on Corbion's website.

Decree Disclosure Non-Financial Information

Section 2 Subsection 1 of the Decree Disclosure Non-Financial Information (Besluit bekendmaking niet-financiële informatie) requires companies to publish a statement concerning non-financial information. The information required to be included in the management report as described in Section 3 of this decree, which is incorporated and repeated here by reference, can be found in the following sections of the Annual Report:

  • A description of the business model of the company can be found in the section Who we are and what we do/Our strategy 2018-2021

  • A description of the company’s non-financial key performance indicators relevant to the company’s activities can be found in the sections Who we are and what we do/Our strategy 2018-2021, Our performance/Sustainability performance, and Sustainability statements

  • A description of the company’s policy including the applied security measures regarding environmental matters as well as the main risks related thereto and how the company manages these risks can be found in the section Our performance/Sustainability performance

  • A description of the company’s policy including the applied security measures regarding social and employee matters as well as the main risks related thereto and how the company manages these risks can be found in the section Sustainability statements/Human capital

  • A description of the company’s policy including the applied security measures regarding respect for human rights as well as the main risks related thereto and how the company manages these risks can be found in the section Sustainability statements/Human rights

  • A description of the company’s policy including the applied security measures regarding anti-corruption and anti-bribery matters as well as the main risks related thereto and how the company manages these risks can be found in the section How we safeguard long-term value/Risk management/Anti-bribery and anti-corruption