Skip to website navigation Skip to article navigation Skip to content
Report of the board of management

Committees of the Supervisory Board

The Supervisory Board has appointed from among its members an Audit Committee, a Remuneration Committee, an Appointment and Governance Committee, and a Science and Technology Committee. The committees’ role is to prepare the decision-making of the Supervisory Board. The charters of the committees are available on Corbion's website.

Audit Committee

The members of the Audit Committee are Jack de Kreij (Chairman) and Liz Doherty. In 2019 the Audit Committee met five times in the presence of the external auditor, the CFO, the VP Group Finance, and the Senior Director Internal Audit. Other heads of departments (e.g. Treasury, Tax, Legal, and IT) were invited when the Audit Committee deemed it necessary and appropriate. The Audit Committee also held private individual meetings with respectively the CFO, the Senior Director Internal Audit, and the external auditor. The attendance rate at the meetings held in 2019 was 100%.

The agenda at the Audit Committee meetings covered, amongst other subjects, annual and half-year figures, interim management statements, accounting matters, IFRS changes, sustainability reporting, internal risk management and control systems, tax matters (including tax control framework), financing, treasury and insurance, pensions, IT (including cybersecurity), the ERP migration project, status of legal claims and litigations, status of the Business Conduct program, notifications received under the whistleblower procedure, preliminary discussions on the potential impairment of Algae Ingredients internal audit plan, the management letter, and reports of the internal and external auditors. Furthermore, several presentations by members of the Executive Committee and other representatives of the organization were held regarding certain key risks for Corbion.

The core task of the Audit Committee was to extensively review the financial reports and budget before consideration by the full Supervisory Board. Both Jack de Kreij and Liz Doherty continued to act as financial experts (as defined in clause 2.6 of the Charter of the Audit Committee). The effectiveness of the Audit Committee was reviewed as part of the 2019 overall evaluation of the Supervisory Board which confirmed that the Audit Committee continues to function in line with the requirements in this respect.

The Audit Committee closely monitors the independence of the external auditor. It evaluates the performance of the external auditor on a yearly basis and where appropriate recommends to the Supervisory Board the replacement of the external auditor. Furthermore, the Audit Committee submits a proposal to the Supervisory Board with respect to the fees for all audit services to be performed by the external auditor as requested by the Board of Management.

Appointment and Governance Committee

The Appointment and Governance Committee consists of Mathieu Vrijsen (Chairman), Rudy Markham, and Steen Riisgaard. The Appointment and Governance Committee met five times in 2019 in the presence of the EVP Human Resources and the Company Secretary. The CEO was invited to join certain parts of these meetings. The attendance rate at the meetings held in 2019 was almost 100%. Mathieu Vrijsen was not able to attend one meeting and he spoke separately with Rudy Markham, the Vice-Chairman, beforehand. In addition to these meetings, multiple conference-call meetings and informal meetings were held to discuss the succession of the CEO.

The Appointment and Governance Committee discussed, amongst other subjects, the size and composition of the Supervisory Board and the Board of Management, the succession plans for the Supervisory Board (including transition periods) and members of the Board of Management and the Executive Committee, the performance of the Board of Management and its members, talent management, succession planning for senior management, people strategy, culture and values, the profile of the Supervisory Board, and the diversity policy for the Supervisory Board and Executive Committee, as well as governance matters. Furthermore, the succession of the CEO was extensively discussed.

Remuneration Committee

The Remuneration Committee consists of Rudy Markham (Chairman), Mathieu Vrijsen, and Steen Riisgaard. The Remuneration Committee met five times in 2019 in the presence of the EVP Human Resources and the Company Secretary. The CEO was invited to join certain parts of these meetings. The attendance rate at the meetings held in 2019 was almost 100%. Mathieu Vrijsen was not able to attend one meeting, and he spoke separately with Rudy Markham beforehand. In addition to these meetings, multiple conference-call meetings and informal meetings were held to discuss the succession of the CEO.

The Remuneration Committee discussed, amongst other subjects, the remuneration report, the remuneration for the members of the Board of Management, the level of achievement of the 2018 Short-Term Incentive Plan (STIP) targets for the members of the Board of Management, the progress of the STIP 2019 targets and the targets of the running Long-Term Incentive Plan (LTIP) programs, and the target setting for the STIP 2020 and the LTIP 2019-2022. The members of the Board of Management gave a view on their own remuneration and the remuneration levels of the Executive Committee were reviewed. Furthermore, the succession of the CEO was extensively discussed. The Remuneration Committee, having obtained the appropriate external advice, worked on a proposal for a new remuneration policy for the Board of Management, which will be submitted for approval at the annual General Meeting of Shareholders in May 2020.

Science and Technology Committee

The Science and Technology Committee consists of Steen Riisgaard (Chairman) and Mathieu Vrijsen. The Science and Technology Committee met three times in 2019 in the presence of the CTO, other members of the Executive Committee, and members of the R&D leadership team. The attendance rate at the meetings held in 2019 was almost 100%. Mathieu Vrijsen was not able to attend one meeting. The agenda at these meetings covered, amongst other subjects, Science Based Targets, Corbion's innovation KPIs, the global strategic action plan for application research, technology, and science (ARTS), core technologies and competences, innovation portfolio overview for Innovation Platforms and Ingredient Solutions, and external technology trends.