Committees of the Supervisory Board

The Supervisory Board has appointed from among its members an Audit Committee, Remuneration Committee, Appointment and Governance Committee, Science and Technology Committee, and 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.

Audit Committee

The members of the Audit Committee are Liz Doherty (Chair), Dessi Temperley, and William Lin. In 2023, 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 and 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 2023 was 100%.

The agenda at the Audit Committee meetings covered, among 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 2023 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), Ilona Haaijer, Steen Riisgaard until 10 August 2023, and Dessi Temperley as from 10 August 2023. The Appointment and Governance Committee met five times and held one conference call in 2023 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 2023 was 94%. Dessi Temperley could not attend the October meeting as she attended the Audit Committee meeting which was held at the same time. She provided her input beforehand to the Chair of the Appointment and Governance Committee.

The Appointment and Governance Committee discussed, among 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 and Inclusion Policy for the Supervisory Board and Executive Committee, as well as governance matters.

Remuneration Committee

The members of the Remuneration Committee are Ilona Haaijer (Chair), Mathieu Vrijsen, Steen Riisgaard until 10 August 2023, and Dessi Temperley as from 10 August 2023. The Remuneration Committee met five times in person and held one conference call in 2023. All these meetings were held in the presence of the Chief Human Resources Officer, the Senior Director Global Reward, and the Company Secretary. The CEO was invited to join parts of these meetings.

The attendance rate at the meetings held in 2023 was 93%. Dessi Temperley could not attend the October meeting as she attended the Audit Committee meeting, which was held at the same time. She provided her input beforehand to the Chair of the Remuneration Committee.

The agenda of the Remuneration Committee for the year is set at the beginning of the year in line with Corbion’s business and accounting rhythm. As needed agenda topics may be added throughout the year. Standard items on the agenda of the Remuneration Committee are, among other subjects, the remuneration report, the remuneration for the members of the Board of Management, the level of achievement of the Short-Term Incentive Plan (STIP) targets for the members of the Board of Management, the target setting for the STIP of the coming year and similar for the Long-Term Incentive Plan (LTIP) as well as the progress of the running STIP targets and the targets of the running LTIP programs.

As the Remuneration Policies for the Board of Management and Supervisory Board are up for renewal in 2024, the Remuneration Committee started a comprehensive review of the policies in 2023 with the support of an external advisor. The proposed new Remuneration Policies will be submitted for approval to the Annual General Meeting of Shareholders in 2024. The members of the Board of Management gave a view on their own remuneration.

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 2023 in the presence of the (ad interim) 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 2023 was 100%.

The agenda at these meetings covered, among 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.

Sustainability and Safety Committee

The members of the Sustainability and Safety Committee are William Lin (Chair), Liz Doherty, and Dessi Temperley until 10 August 2023, and Steen Riisgaard as of 10 August 2023. The Sustainability and Safety Committee met three times in 2023 in the presence of the (ad interim) Chief Science and Sustainability Officer, the Chief Operations Officer, the VP EHS, and the VP 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 2023 was 100%.

The agenda of these meetings covered, among other subjects, safety (e.g., performance, key initiatives, and process safety), sustainability (e.g., performance, key initiatives, and materiality/stakeholder assessment), ESG reporting regulations and frameworks, education on sustainability and reporting developments, sustainability targets for STIP 2024 and LTIP 2024–2026, and product quality and food safety.