Skip to website navigation Skip to article navigation Skip to content

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 Liz Doherty (Chair), Ilona Haaijer, and Dessi Temperley; Jack de Kreij served as Chair until May 2021. In 2021, the Audit Committee met five times in the presence of the external auditor, the CFO, the VP Finance Control, 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 the CFO, the Senior Director Internal Audit, and the external auditor, respectively. The attendance rate at the meetings held in 2021 was 100%. Due to COVID-19 restrictions, all meetings were held online, except for the meeting in October.

The agenda at the Audit Committee meetings covered, amongst other subjects, annual and half-year figures, interim management statements, accounting matters (including the impairment analysis for Algae Ingredients and FiberLive), 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, internal audit plan, the management letter, reports of the internal and external auditors, and (the impact of) COVID-19. Furthermore, several presentations by members of the Executive Committee and other representatives of the organization were held about business updates and certain key risks for Corbion.

The core task of the Audit Committee is to extensively review the financial reports and budget as well as to evaluate the assessment from the Board of Management of the internal risk management and control systems before consideration by the full Supervisory Board. Both Liz Doherty and Dessi Temperley (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 2021 overall evaluation of the Supervisory Board confirming 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 (Chair), Rudy Markham, and Steen Riisgaard. The Appointment and Governance Committee met five times in 2021 in the presence of the Chief Human Resources Officer and the Company Secretary. The CEO was invited to join certain parts of these meetings. The attendance rate at the meetings held in 2021 was 100%. Due to COVID-19 restrictions, all meetings were held online, except for the meeting in October.

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 the members of the Board of Management and 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.

Remuneration Committee

The Remuneration Committee consists of Rudy Markham (Chair), Mathieu Vrijsen, and Steen Riisgaard. The Remuneration Committee met six times in 2021 in the presence of the Chief Human Resources Officer and the Company Secretary. The CEO was invited to join certain parts of these meetings. The attendance rate at the meetings held in 2021 was 100%. Due to COVID-19 restrictions, all meetings were held online, except for the meeting in October.

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 2020 Short-Term Incentive Plan (STIP) targets for the members of the Board of Management, the progress of the 2021 STIP targets and the targets of the running Long-Term Incentive Plan (LTIP) programs, and the target setting for the STIP 2022 and LTIP 2022-2024. The members of the Board of Management gave a view on their own remuneration, and the remuneration levels of the Executive Committee were reviewed.

Science and Technology Committee

The Science and Technology Committee consists of Steen Riisgaard (Chair), Ilona Haaijer, and Mathieu Vrijsen. The Science and Technology Committee met four times in 2021 in the presence of the Chief Science and Sustainability Officer, other members of the Executive Committee, and members of the R&D leadership team. The attendance rate at the meetings held in 2021 was 100%. Due to COVID-19 restrictions, all meetings were held online.

The agenda at these meetings covered, amongst other subjects, the innovation strategy, Lactic Acid & Specialties and its key R&D projects, Sustainable Food Solutions and its key R&D projects, and Algae Ingredients and its key R&D projects.