Background
Governance, Laws and Regulations

Corporate Governance

HZPC Holland B.V. is a two-tier board company with an Executive Board and an independent Supervisory Board. The Supervisory Board appoints the members of the Executive Board. HZPC’s Executive Board consists of Gerard Backx (Chief Executive Officer and statutory executive), Herman D. Heijtmeijer (acting Chief Finance Officer) and Herman Verveld (Chief Commercial Officer). 

The members of the Executive Board are responsible for the management of the company, the strategy, and the deployment of human and financial resources. They inform the Supervisory Board about operations, consult with the Supervisory Board on all important issues, and present important decisions to the Supervisory Board for approval.  

The Supervisory Board supervises the policy of the Executive Board and the day-to-day operations, and advises the Executive Board. The members of the Supervisory Board are appointed by the General Meeting of Shareholders (GMS) upon recommendation of the Supervisory Board.

The GMS is convened by the Board of the ’Vereniging HZPC’ (HZPC Association), which holds 100 percent of the shares. The powers of the GMS are listed in the Articles of Association of the company. The Executive Board has to submit certain decisions to the GMS for approval. This relates to resolutions on investments in excess of EUR 1 million; a proposed merger; or proposals for establishing, alienating or participating of or in other companies. The ‘Vereniging HZPC’ has certified all the shares. Certificate holders can become members of the Association. The GMS selects and appoints the Board of the Association. The Board of the Association needs the approval of the Members for any proposed decisions with respect to the alienation of shares or regarding proposals for establishing, alienating or participating of or in other companies.

The Management and Supervision Act (for Public and Private Companies) took effect as from 1 January 2013. This Act includes a provision on the balance between men and women in Management and Supervisory Boards positions. The company currently does not comply with this legal provision. In the past financial year two vacancies arose in the Supervisory Board and the current representatives were reappointed. In the past financial year one management vacancy arose, which was filled by a woman. No vacancies arose within the HZPC executive team. When this does happen, the company will review the possibility of achieving a more balanced team. The company does not have quantitative targets for the amount of women in management positions, but does aim in its recruitment and selection procedures for a balanced composition of the team.

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