Supervisory Board

Responsibilities

The Supervisory Board acts independently and in the interests of the company and its affiliated enterprises and takes into account the relevant interests of the company’s stakeholders. The Supervisory Board supervises and advises the Board of Management and the Executive Committee in performing their management tasks, while also focusing on the effectiveness of the internal risk management and control systems of the company and the integrity and quality of the financial reporting.

Corbion’s Articles of Association require the approval of the Supervisory Board for certain major resolutions proposed to be taken by the Board of Management, including issuance of shares, repurchase of shares, reduction of the issued share capital, amendment of the Articles of Association, and significant changes in the identity or nature of the company.

For a more detailed description of the responsibilities of the Supervisory Board and its committees, please refer to the Rules of the Supervisory Board and the Charters of its committees, which are available on the Corbion website.

Composition and appointment

The Articles of Association provide that the Supervisory Board consists of three or more members to be determined by the Supervisory Board. The composition of the Supervisory Board and brief résumés of its members are available in the section Governance and risk management - Our Supervisory Board.

The members of the Supervisory Board are appointed by the General Meeting of Shareholders on the basis of binding nominations by the Supervisory Board (representation of employees and other workers in the Supervisory Board is not applicable, nor at Board of Advisory or Executive Committee). The Corbion Articles of Association state that the General Meeting of Shareholders can overrule any such binding nomination by an absolute majority of the votes cast, provided the said majority represents at least one-third of the issued capital. No second meeting will be convened if there is no quorum, as a second meeting is not required by Dutch law.

The Supervisory Board is authorized at all times to suspend a member of the Supervisory Board. The General Meeting of Shareholders may decide to suspend or dismiss a member of the 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. No second meeting will be convened if there is no quorum, as a second meeting is not required by Dutch law.

The Rules of the Supervisory Board provide for the allocation of roles within the Supervisory Board as well as the way of working with the Board of Management, the Executive Committee, and the General Meeting of Shareholders.

The Supervisory Board has made a Profile of the Supervisory Board setting out:

  • the size of the Supervisory Board

  • the desired expertise and background represented in the Supervisory Board

  • the desired diversity and inclusion among members of the Supervisory Board

  • the desired independence of the members of the Supervisory Board

The Supervisory Board considers this profile when preparing nominations of persons to be appointed as members of the Supervisory Board. The profiles of the Supervisory Board can be found on Corbion's website.

Each member of the Supervisory Board is appointed for a maximum period of four years with the possibility of re-appointment for a consecutive term of four years, after which a Supervisory Board member maybe reappointed for two terms of two years each, with a maximum of 12 years, in accordance with the Code. The members of the Supervisory Board retire periodically in accordance with a schedule of resignation, which is available on Corbion's website.

In the financial year under review, the Supervisory Board continued to provide independent oversight and strategic guidance to the company. Several changes in its composition occurred during the year: Mathieu Vrijsen stepped down as Chair and left the Supervisory Board, following the AGM on 14 May 2025. Dessi Temperley also stepped down as a member of the Supervisory Board following the AGM on 14 May 2025. Corbion extends its sincere gratitude to both for their commitment and valuable contributions during their tenure. Liz Doherty was reappointed for a final term of two years, continuing to add value to the Supervisory Board with her extensive financial expertise. To strengthen governance and bring diverse expertise, the Supervisory Board welcomed two new members: Abhijit Bhattacharya, bringing extensive experience in finance and stakeholder management; Karen-Marie Katholm, offering deep insights into supply chain and market dynamics. These appointments reflect our ongoing commitment to strong governance, diversity of thought, and long-term value creation. The new members’ perspectives will support the Executive Committee in delivering on the company’s mission and strategic priorities. Additionally, llona Haaijer took over the role of Chair of the Supervisory Board, replacing Mathieu Vrijsen.

Conflict of interest

Members of the Supervisory Board must report any (potential) conflict of interest to the Chair of the Supervisory Board (and the Chair to the Vice-Chair). The Supervisory Board shall decide whether a conflict of interest exists. The member of the Supervisory Board who has a (potential) conflict of interest shall not participate in discussions and decision-making on a subject or transaction in relation to which the member has a conflict of interest with the company. Decisions to enter into transactions in which members of the Supervisory Board have conflicts of interest that are of material significance to the company and/or to the relevant member(s) of the Supervisory Board, require the approval of the Supervisory Board. In accordance with best-practice provision 2.7.4 of the Code, the company reports that in 2025 there were no transactions in which there was a conflict of interest with members of the Supervisory Board that was of material significance and that required approval of the Supervisory Board.

In accordance with best-practice provision 2.7.5 of the Code, the company reports that no transactions between the company and legal or natural persons who hold at least 10% of the shares in the company occurred in 2025.

Supervisory Board Committees

In accordance with the Code, the Supervisory Board has established several committees to ensure effective oversight and support of the company’s governance, strategy, and risk management and to prepare decision making of the Supervisory Board. These committees do not affect the responsibilities of the Supervisory Board or its individual members for obtaining information and forming an independent opinion. These committees operate under formal charters that define their responsibilities, composition, and working methods, and they report regularly to the full Supervisory Board. At Corbion the following committees are in place: Audit Committee, Appointment and Governance Committee, Remuneration Committee, Science and Technology Committee, and Sustainability and Safety Committee.