The Supervisory Board has appointed from among its members an Audit Committee, a Remuneration Committee, an Appointment and Governance Committee, a Science and Technology Committee, and a Sustainability and Safety 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.
The members of the Audit Committee are Liz Doherty (Chair), Ilona Haaijer until 18 May 2022, Dessi Temperley, and William Lin as from 18 May 2022. In 2022, the Audit Committee met five times in the presence of the external auditor, the CFO, the VP Finance Control, the VP Business Control, and the Senior Director Internal Audit. Other heads of departments (e.g., Treasury, Tax, Legal & Compliance, 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 2022 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, 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, and reports of the internal and external auditors. Furthermore, several presentations were given by members of the Executive Committee and other representatives of the organization on business developments and key risks for Corbion.
The core task of the Audit Committee is to extensively review the financial reports and budget and evaluate the assessment by 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 2022 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 members of the Appointment and Governance Committee are Mathieu Vrijsen (Chair), Rudy Markham until 18 May 2022, Steen Riisgaard, and Ilona Haaijer as from 18 May 2022. The Appointment and Governance Committee met five times in 2022 in the presence of the Chief Human Resources Officer and the Company Secretary. The CEO was invited to join parts of these meetings. The attendance rate at the meetings held in 2022 was 100%.
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.
The members of the Remuneration Committee are Rudy Markham (Chair) until 18 May 2022, Ilona Haaijer (Chair) as from 18 May 2022, Mathieu Vrijsen, and Steen Riisgaard. The Remuneration Committee met seven times in 2022 in the presence of the Chief Human Resources Officer and the Company Secretary. The CEO was invited to join parts of these meetings. The attendance rate at the meetings held in 2022 was 100%.
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 2021 Short-Term Incentive Plan (STIP) targets for the members of the Board of Management, the target setting for the STIP 2022 and Long-Term Incentive Plan (LTIP) 2022-2024, the progress of the running STIP targets and the targets of the running LTIP programs, and the process planning for the review of the remuneration policy for the Board of Management and Supervisory Board, which policies are up for renewal in 2024 (the last update was in 2020). 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 members of the Science and Technology Committee are Steen Riisgaard (Chair), Ilona Haaijer, and Mathieu Vrijsen. The Science and Technology Committee met four times in 2022 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 2022 was 100%.
The agenda at these meetings covered, amongst other subjects, the innovation strategy, Open Innovation, 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.
In 2022, the Sustainability and Safety Committee was installed. Its members are William Lin (Chair), Liz Doherty, and Dessi Temperley. The Sustainability and Safety Committee met three times in 2022 in the presence of the Chief Science and Sustainability Officer, the Chief Operations Officer, the VP EHS, and the Senior Director Sustainability. Members of the Sustainability, EHS, and Quality teams were invited when the Sustainability and Safety Committee deemed it necessary and appropriate. The attendance rate at the meetings held in 2022 was 100%.
The agenda of these meetings covered, amongst other subjects, safety (e.g., performance, key initiatives, process safety), sustainability (e.g., performance, key initiatives, materiality/stakeholder assessment), ESG reporting regulations and frameworks, education on sustainability and reporting developments, sustainability targets for STIP 2023 and LTIP 2023-2025, and product quality and food safety.