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Corporate Governance

Eindhoven Airport NV is not listed on the stock exchange and has no legal obligation to apply the Dutch Corporate Governance Code.
Nonetheless, Eindhoven Airport NV has decided to adopt the principles of the code to a large extent, in the form of its parent company Schiphol Group.

 

Corporate Governance Structure

Eindhoven Airport is a public limited company according to Dutch law with a Board of Supervisory Directors. The responsibility for the daily management of the company rests with the Board of Directors.

  

Corporate Governance code

In 2007 a decision was taken to have the articles of association and regulations comply with the current standards for a good governance structure. The Tabaksblat Code on Corporate Governance served as the basis for amending the articles of association and formulating the new regulations for the Board of Directors and the Board of Supervisory Directors. It was also decided to amend the articles of association because the previous articles were no longer in agreement with practices in relation to the profit distribution. For the rest, the amendment to the articles of association incorporates all changes in legislation that have occurred since the previous articles were drawn up. Provisions that contravened legislation were also amended.

 

Regulations for the Board of Supervisory Directors:

These regulations contain a so-called ‘apply or explain’ appendix which sets out how the Tabaksblat Code on Corporate Governance is implemented. Because of the size of the organisation the Board of Supervisory Directors decided not to appoint any committees. The tasks of the various committees are carried out by the full board.

 

Regulations for the Board of Directors:

These regulations also contain a so-called ‘apply or explain’ appendix which sets out how the Tabaksblat Code on Corporate Governance is implemented. The Board of Supervisory Directors has the authority to appoint members of the Board of Directors, to suspend or to dismiss them. The Managing Director with effect from 1 October 2008 is J.E. Meijs


Shareholders

A general meeting of the shareholders is held annually, in the month of June at the latest. At this meeting the Report by the Board of Directors concerning the course of events and the management carried out during the previous financial year is published, amongst other things; a decision is taken relating to the use of the profits, and the proposal is made on the discharge of liability of the Board of Supervisory Directors and of the Board of Directors in relation to supervision or the management carried out during the previous financial year.

A number of stipulations in the Corporate Governance Code are not (meaningfully) applicable to a company that is not listed on the stock exchange such as Eindhoven Airport NV. This relates to, amongst other things, certain principles and stipulations in Article IV (The general shareholder’s meeting). Given the limited number of shareholders (three) and the non-tradeable nature of the shares, the agenda, minutes and other meeting documents for the shareholders' meeting are not normally made public.

 

Workers’ participation

Eindhoven Airport NV employs less than 50 staff and is not obliged therefore to set up a Works Council. The Workers' Participation is arranged in a Staff Representation. The Staff Representation has the following (legal) powers:
- The right to consultation at least twice per calendar year; discussion of matters relating to the company. Everyone may propose topics (right of initiative).
- Discussion of the general course of events (activities and results), written or orally, at least once per year.
- Advisory powers on each proposed decision that can lead to loss of jobs, a significant change to the work, conditions of employment (unless arranged under a Collective Labour Agreement) and working conditions. The advice must be requested at such a time that it can have a real influence on the decision to be taken.

 


 
 
 

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