New claw-back legislation from 2014
|
|
- Bernice Underwood
- 5 years ago
- Views:
Transcription
1 1 New claw-back legislation from 2014 Companies will be able to revise and claw back directors bonuses if they are excessive or wrongly awarded. Companies will also have to deduct from executive remuneration any profit made from share price increases during significant events such as a public offer. This is set out in new legislation that will take effect on 1 January 2014 and also apply to existing pay packages. In this legal alert we will outline the main elements of the new law. We will show step-by-step the process of calculating increases in value in the case of a public offer. We also include Q&As illustrating its practical impact. Revising and clawing back bonuses The new law introduces the power to revise an as yet unpaid bonus to an appropriate amount if payment were unacceptable according to standards of reasonableness and fairness claw back a bonus insofar as it has been paid based on incorrect information concerning the realisation of underlying targets or circumstances that the bonus was dependent on. These powers to revise and claw back a director s bonus have been given to public companies (NVs) cooperatives and private limited liability companies (BVs) qualifying as a bank mutual insurance companies qualifying as an insurance company financial institutions, regardless of their legal form. At financial institutions, bonuses awarded to day-to-day policymakers can also be revised or clawed back. For financial institutions with corporate seat in the Netherlands, further legislation about remuneration policy is being prepared (see our In context newsletter). Bonus Bonus means the variable portion of the remuneration that is partly or entirely conditional on realising certain targets or on the occurrence of certain events. A number of examples were mentioned while this legislation was passing through parliament. These include: Revision cash payments payments in the form of options or shares or other remuneration components based on shares signing bonuses and severance payments. De Brauw Blackstone Westbroek - 1 /
2 2 The body that determines the remuneration of individual directors has the power to revise an as yet unpaid bonus to an appropriate amount. But only if payment of the bonus is unacceptable according to standards of reasonableness and fairness. A number of factors may be relevant in determining this, including the company s size, the sector in which it operates, and the remuneration environment within the company. If a company is internationally active, the remuneration environment at foreign divisions may also be taken into account. If the director disputes the revision, the courts will ultimately have to interpret what is reasonable and fair. Claw-back The power to claw back has been given to the company, that is, the management board on the company s behalf. But it may also be exercised by the supervisory board, the nonexecutive directors of a one-tier board, or a special representative designated by the general meeting. To assess if information concerning underlying targets was incorrect, the explanatory notes to the annual accounts may be relevant. Connection with Corporate Governance Code and Banking Code During the legislation s passage through parliament, the need to lay down these revisory and claw-back powers in company law was often called in question. It was argued that it would not create new powers. The Corporate Governance Code and the Banking Code allow for revision and claw-back of bonuses under certain circumstances. But the government felt that self-regulation was not sufficiently effective. In addition, existing contracts cannot be amended without the parties consent under the provisions of the two codes. The claw-back legislation is mainly aimed at clarifying the circumstances in which bonuses can be clawed back. The government s expectation is that the supervisory board will have a more solid basis for exercising its powers and thus more options to claw back bonuses. Duty to deduct increase in value of shares from a director s remuneration The new law also introduces a duty to deduct from a director s remuneration any increase in the value of shares or options that were part of his pay. Shares in this alert include depositary receipts for shares. This duty exists when: a public offer is announced the general meeting approves a resolution about a significant change in the identity or character of the company or its business, as referred to in section 2:107a (1) (a), (b) or (c) of the Dutch Civil Code (a section 2:107a resolution ) a merger or demerger decision is taken. This duty applies only to (the management boards of) listed companies the shares of which have been admitted to trading on a regulated European market. Companies listed on another trading platform (e.g. Alternext) or an exchange outside Europe do not have a duty to deduct increases in value. Only shares and options received by way of remuneration are subject to deduction. Shares that the director has purchased or inherited are not. The company has a duty to deduct an increase in value from the moment that the director sells the shares or options, or his appointment ends, after: the public offer has been announced notice has been given of a general meeting where the approval of a 2:107a resolution is De Brauw Blackstone Westbroek - 2 /
3 3 an agenda item, or the company has announced the proposal to merge or demerge, but before the merger or demerger takes effect. This duty will not exist if the announcement or notice takes place before 1 January Reference dates for determining increases in value If one of the corporate events takes place, the company will first have to establish if the shares or options held by each director in the company were received as remuneration, and then determine their value on the following three reference dates: 1. four weeks before the announcement of the public offer or proposed merger/demerger is made or notice is given of the general meeting where a section 2:107a resolution is to be discussed 2. four weeks after a. the public offer ends b. the section 2:107a resolution is approved c. the merger/demerger decision is taken or, if this is earlier, the day before the merger or demerger takes effect 3. the day that the director sells his shares or options, or the day that his appointment ends. The value is determined on the basis of the day s closing price. If the value on reference date (3) is higher than on reference date (1), the company will deduct the difference from the director s pay, but subject to a maximum of the increase in value between reference dates (1) and (2). We have illustrated this calculation process in a step-by-step outline. The new law does not provide how an increase in value should be calculated if several corporate events coincide, e.g., a public offer followed by a competing offer. The provisions introducing this duty to deduct increases in value are of a temporary nature and will expire on 1 July 2017, unless extended. The provisions will be evaluated before 1 July Financial accounting The new law also requires companies to: report any revised or clawed-back bonus amounts, and any amounts deducted from a director s remuneration, in the explanatory notes to the annual accounts account for the remuneration policy at the general meeting, in a separate agenda item prior to the item concerning adoption of the annual accounts; this applies to open NVs Tax aspects The new claw-back legislation contains no specific tax provisions. The tax consequences for companies and their directors will depend on the individual situation, e.g., the tax treatment of the disputed bonus at the time when it was first paid. De Brauw Blackstone Westbroek - 3 /
4 4 Q&A s Revision and claw-back of bonuses 1. If the company has a one-tier board, who is responsible for revising and clawing back bonuses awarded to executive directors? If the articles of association provide that the remuneration of executive directors is determined by the board, the non-executive directors have the power to determine remuneration and also to revise a bonus. If there is no provision in the articles of association, the general meeting has this power. The board, on behalf of the company, has the power to claw back bonuses. But the non-executive directors and a special representative designated by the general meeting also have this power. 2. Does the new law allow revision and claw-back of bonuses awarded to non-executive directors in a one-tier board? Yes, the new rules apply to all directors, executive and non-executive. 3. Can a bonus be revised upwards? Bonuses can be revised both downwards and upwards. 4. Can bonuses be clawed back if they have been paid before 1 January 2014? No, the power to claw back only applies to bonuses paid after 1 January Duty to deduct increase in value of shares from executive pay in the case of certain corporate events 5. Who has to prove that a director has or has not received shares or options as part of his remuneration? In principle, the director has to prove this. To avoid discussion, it may be preferable to agree in writing with the company after 1 January 2014 which shares held by the director on that date have been awarded as part of his remuneration. In addition, the director could consider having two securities accounts, one of which would only contain shares awarded as remuneration. 6. Must the company deduct an increase in the value of shares that the director has purchased with the proceeds of a prior sale of shares awarded to him as part of his remuneration? No, this duty only extends to shares and options awarded to the director as part of his remuneration. This may be different if the company and the director have agreed that the director will use part of the cash remuneration to acquire shares and the director does so. 7. Does the duty to deduct increases in value extend to instruments awarded as remuneration if the price of the instruments is fully or partly determined by the price of the shares? No, the duty to deduct only applies to shares and options. It does not extend to payment of instruments such as stock appreciation rights (SARs), phantom shares, and cash-settled options. But if a company wants to convert existing share or option schemes into schemes that are not subject to deduction under the new law, that conversion will have to be consistent with the remuneration policy adopted by the general meeting. If this is not the case, the general meeting will have to adopt a new remuneration policy. 8. Does the duty to deduct also apply to shares and options that a director receives as part De Brauw Blackstone Westbroek - 4 /
5 5 of his remuneration before 1 January 2014? Yes. 9. Do the provisions on deducting increases in value extend to shares and options that a non-executive director in a one-tier board has received as part of his remuneration? Yes, the provisions apply to all directors, both executive and non-executive. 10. If a director is re-appointed, does this mean that his original appointment ends? No, re-appointment does not cause the original appointment to end, but should be regarded as a renewal of the original term of appointment. 11. When is there an announcement of a public offer? To determine this, one should refer to article 5 of the Dutch Decree on Public Offers, which distinguishes between a friendly offer, a hostile offer, and a mandatory offer. A hostile offer is announced if a potential bidder has made concrete information about the content of the offer public, but no agreement has been reached with the target company. There is concrete information if a potential bidder has made the name of the target company public, in combination with (i) a proposed price or exchange ratio, or (ii) a clearly specified timeline for the proposed public offer. The offer is not regarded as announced if the bidder and the target company jointly announce that parties are in discussion without agreement having been reached yet, or if the target company announces that the bidder and the target company are in discussion immediately after concrete information has been made public. 12. Do the provisions on deducting increases in value also apply if an announced public offer is not launched or a public offer that has been launched is withdrawn or does not become unconditional? Yes, the provisions apply to any form of ending a public offer that has been announced. 13. Do the provisions apply if a resolution to merge or demerge or a section 2:107a resolution is passed but the merger, demerger or transaction in question does not take place? Yes. 14. Do all resolutions about a significant change in the identity or character of the company or business fall under the provisions? No, only resolutions as listed in subparagraphs a, b of c of section 2:107a (1) of the Dutch Civil Code. 15. Do the provisions apply to a merger with a subsidiary or a demerger within the group as part of an internal restructuring? Yes, any increase in value that may result from a completely different event but happens to coincide with a merger or demerger in an internal restructuring must be deducted from the director s remuneration. This applies only if the director sells shares or options that he received as part of his remuneration or his appointment ends before the merger or demerger takes effect. 16. What happens if the increase in value cannot be deducted from the future remuneration payments? If an increase in value cannot or may only partially be deducted because there is, for example, no future or sufficient remuneration, the company will have a claim based on undue payment for the remainder. De Brauw Blackstone Westbroek - 5 /
6 De Brauw Blackstone Westbroek - 6 /
Adjustment and claw back of bonuses: new rules since 1 January 2014
January 2014 Adjustment and claw back of bonuses: new rules since 1 January 2014 Introduction With immediate effect as from 1 January 2014, long-awaited legislation on the adjustment and claw back of bonuses
More informationREMUNERATION REPORT 2016/17
REMUNERATION REPORT 2016/17 1 REMUNERATION REPORT 2016/17 The remuneration policy of Lucas Bols is in accordance with the Dutch Corporate Governance Code. It was adopted at the general meeting of 3 February
More informationREMUNERATION REPORT 2015/16
REMUNERATION REPORT 2015/16 1 REMUNERATION REPORT 2015/16 The remuneration policy of Lucas Bols is in accordance with the Dutch Corporate Governance Code. It was adopted at the general meeting of 3 February
More informationChanges to Dutch Accounting Standards for small legal entities Changes to annual edition 2015, including amendments to Title 9 Book 2 NCC
Changes to Dutch Accounting Standards for small legal entities Changes to annual edition 2015, including amendments to Title 9 Book 2 NCC Professional Practice Department January 2016 Changes to Dutch
More informationName and Registered Office and Rules Applicable to Two-tier Entities. Article 1. ABN AMRO Group N.V. Object. Article 2.
Unofficial translation of the articles of association of: ABN AMRO Group N.V., as they read after the execution of the deed of partial amendment of these articles of association before a deputy of Dirk-Jan
More informationDutch Tax Bill 2018: what will change?
1 Dutch Tax Bill 2018: what will change? The Dutch government has presented its Tax Bill 2018. Three amendments are particularly relevant for multinationals, international investors and investment funds
More informationProfessional Practice Department January 2016
Changes to Dutch Accounting Standards for large and medium-sized legal entities Changes to annual edition 2015, including amendments to Title 9 Book 2 NCC Professional Practice Department January 2016
More informationRemuneration Report 2017
Remuneration Report 2017 Introduction This remuneration report of the Supervisory Board of IMCD N.V. describes the remuneration policy for IMCD s Management Board as proposed by the Supervisory Board and
More informationFLEX BV OVERVIEW OF MOST IMPORTANT CHANGES TO LEGISLATION ON DUTCH BVs; CURRENT AND NEW RULES COMPARED AND OVERVIEW TRANSITIONAL LAW
FLEX BV OVERVIEW OF MOST IMPORTANT CHANGES TO LEGISLATION ON DUTCH BVs; CURRENT AND NEW RULES COMPARED AND OVERVIEW TRANSITIONAL LAW (ENTERING INTO FORCE AS PER 1 OCTOBER 2012) This document is intended
More informationPRO FORMA FINANCIAL INFORMATION FOR THE DEMERGER OF ABN AMRO BANK N.V. General 3
ABN AMRO Bank N.V. Pro forma financial information at 30 June 2009 included in the demerger proposals for the Dutch and Belgian transfer of assets and liabilities to ABN AMRO II N.V. Gustav Mahlerlaan
More informationAnnual General Meeting of shareholders of Nutreco N.V.
Annual General Meeting of shareholders of Nutreco N.V. 27 March 2012 The Annual General Meeting of Shareholders of Nutreco N.V. (the Company ) will be held on Tuesday, 27 March 2012 at 02.30 p.m. at the
More informationfurthermore in France in Les Echos and in Italy in Il Sole 24 Ore, also on April 17, 2009.
Minutes of the Annual General Meeting of Shareholders of STMicroelectronics N.V., held on May 20, 2009 at the Hotel InterContinental Amstel in Amsterdam, the Netherlands 1 Opening The Chairman, Mr. A.
More informationRemuneration Report 2016
Remuneration Report 2016 This remuneration report of the Supervisory Board of IMCD N.V. describes the remuneration policy for IMCD s Management Board as proposed by the Supervisory Board and adopted by
More informationShareholders Circular of AkzoNobel (Akzo Nobel N.V.)
Shareholders Circular of AkzoNobel (Akzo Nobel N.V.) Relating to the proposal to approve the capital repayment and share consolidation in respect of the separation of the Specialty Chemicals business from
More informationN.V. Koninklijke Nederlandsche Petroleum Maatschappij Royal Dutch Petroleum Company
N.V. Koninklijke Nederlandsche Petroleum Maatschappij Royal Dutch Petroleum Company The Hague, November 15, 2005 PO Box 162 2501 AN The Hague The Netherlands Extraordinary General Meeting of Shareholders
More informationSolvency II: finally final
1 Solvency II: finally final The European Council has approved the Omnibus II Directive ( O2 ). With the adoption of O2, the Solvency II framework Directive (2009/138/EC, S2 ) is finally final. This does
More informationYour pension at Shell
Stichting Shell Pensioenfonds Your pension at Shell Regulations VI - 1 January 2016 1 CONTENT 1 DEFINITIONS 4 1.1 General 1.2 Specific 2 PARTICIPATION 8 2.1 Terms and conditions of participation 2.2 End
More informationUNOFFICIAL TRANSLATION TRUST CONDITIONS AS PER 24 NOVEMBER 2015 STICHTING ADMINISTRATIEKANTOOR CONTINUïTEIT ABN AMRO GROUP
UNOFFICIAL TRANSLATION TRUST CONDITIONS AS PER 24 NOVEMBER 2015 STICHTING ADMINISTRATIEKANTOOR CONTINUïTEIT ABN AMRO GROUP Contents: Chapter 1 Article 1.1. Chapter 2 Article 2.1. Article 2.2. Chapter 3
More informationASML HOLDING N.V. Shareholders circular. ASML Customer Co-Investment Program
ASML HOLDING N.V. Shareholders circular ASML Customer Co-Investment Program To be voted on during the Extraordinary General Meeting of shareholders of ASML Holding N.V. to be held at the Auditorium, ASML
More informationThis Offer expires at 17:40 hours CET, on 27 March 2015, unless extended OFFER MEMORANDUM. dated 28 January 2015 RECOMMENDED CASH OFFER
This Offer expires at 17:40 hours CET, on 27 March 2015, unless extended OFFER MEMORANDUM dated 28 January 2015 RECOMMENDED CASH OFFER BY Valsen Invest B.V. FOR ALL ISSUED AND OUTSTANDING SECURITIES OF
More informationRemuneration policy for the Board of Management of Fugro N.V. as of 1 January 2017
The Supervisory Board reviewed the remuneration policy for the Board of Management of Fugro N.V. ( Fugro ) in 2017. The adjustments proposed by the Supervisory Board were adopted by the Annual General
More informationREMUNERATION POLICY LEADERS IN POLISH PROPERTY. 8 December 2017 Extraordinary General Meeting Materials/Remuneration Policy
REMUNERATION POLICY LEADERS IN POLISH PROPERTY 8 December 2017 Extraordinary General Meeting Materials/Remuneration Policy ECHO POLSKA PROPERTIES N.V. Remuneration Policy This remuneration policy ( Remuneration
More informationStichting Beheer- en Administratiekantoor ForFarmers Amsterdam. Annual Report 2017
Annual Report 2017 Table of contents Management report 3 Annual Accounts 2017 Balance sheet as at 31 December 2017 6 Statement of income and expenditure over the period 1 January 2017-31 December 2017
More informationDRAFT FOR THE PURPOSE OF 1 June 2018 Annual General Meeting (AGM) Terms under. the. Share Incentive Program of. Funcom N.V.
DRAFT FOR THE PURPOSE OF 1 June 2018 Annual General Meeting (AGM) 1. General Terms under the Share Incentive Program of Funcom N.V. (the Company ) For Supervisory Board Members The Company has established
More informationDUTCH BILL IMPLEMENTING REVISED SHAREHOLDERS' RIGHTS DIRECTIVE SENT TO PARLIAMENT
SHAREHOLDERS' RIGHTS DIRECTIVE SENT On 16 October 2018, a Bill implementing the revised shareholders' directive was sent to Parliament. The objective of the revised shareholders' rights directive is to
More informationHydromac Energy B.V Financial Statements
2015 Financial Statements Table of Contents Balance sheet as at December 31, 2015 3 Profit and Loss account for 2015 4 Notes to the 2015 financial statements 5 11 Other information 12-2 - Balance sheet
More informationREPSOL INTERNATIONAL FINANCE, B.V. APPROVES NEW ARTICLES OF ASSOCIATION
Official Notice Repsol International Finance, B.V. Koninginnegracht 19 The Hague 2514- AA The Netherlands Tel. 31 703141611 www.repsolinternationalfinancebv.com The Hague, November 21 2017 REPSOL INTERNATIONAL
More informationPROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF Koninklijke DSM N.V., with its official seat in Heerlen.
PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF Koninklijke DSM N.V., with its official seat in Heerlen. Office translation In preparing this document, an attempt has been made to translate as literally
More informationGuideline for Issuing institutions, executive directors and supervisory directors. Publication date: September 2016
Guideline for Issuing institutions, executive directors and supervisory directors Publication date: September 2016 Updated: Maart 2017 Autoriteit Financiële Markten The AFM is committed to ensuring fairness
More informationYour pension at Shell
Stichting Shell Pensioenfonds Your pension at Shell Regulations VI as of 1 January 2018 REGULATIONS VI AS OF 1 JANUARY 2018 2 CONTENT 1 DEFINITIONS 5 1.1 General 1.2 Specific 2 PARTICIPATION 8 2.1 Conditions
More informationAnnual General Meeting of shareholders of Randstad Holding nv
Annual General Meeting of shareholders of Randstad Holding nv Thursday March 28, 2013 at 3:00 pm Head office Randstad Diemermere 25, 1112 TC Diemen The Netherlands Agenda items 1, 2a, 2c, 8 and 9 are solely
More informationArticles of Association
Articles of Association aegon.com The Hague, May 29, 2013 Note about translation: This document is an English translation of a document prepared in Dutch. In preparing this document, an attempt has been
More informationUNOFFICIAL TRANSLATION PROPOSED AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF TOMTOM N.V. Capital repayment and share consolidation
UNOFFICIAL TRANSLATION PROPOSED AMENDMENTS OF THE OF TOMTOM N.V. Capital repayment and share consolidation This document explains the proposed amendments of the articles of association of TomTom N.V. (the
More informationRemuneration. Benchmarking with industry peers. Total direct compensation. The objective of X5 s remuneration policy is twofold:
05 Remuneration This chapter outlines the remuneration policy for the Management Board and the Supervisory Board, as approved by the General Meeting of Shareholders. Details of actual remuneration in 2016
More informationTHE NETHERLANDS GLOBAL GUIDE TO M&A TAX: 2017 EDITION
THE NETHERLANDS 1 THE NETHERLANDS INTERNATIONAL DEVELOPMENTS 1. WHAT ARE RECENT TAX DEVELOPMENTS IN YOUR COUNTRY WHICH ARE RELEVANT FOR M&A DEALS AND PRIVATE EQUITY? There are various relevant developments
More information8. Appointment of the Company s auditors for the financial year 2014 and 2015 *
ASM International N.V. AGENDA for ASM International N.V. s Annual General Meeting of Shareholders, to be held on Wednesday 21 May 2014, at 2:00 p.m. CET at Hotel Almere, Veluwezoom 45, Almere, the Netherlands.
More informationImplementation of AIFMD in the Netherlands
Implementation of AIFMD in the Netherlands June 2013 This newsletter contains an update on the implementation status and current developments concerning the Alternative Investment Fund Management Directive
More informationARTICLES OF ASSOCIATION of: Signify N.V. with corporate seat in Eindhoven, the Netherlands dated 15 May 2018
ARTICLES OF ASSOCIATION of: Signify N.V. with corporate seat in Eindhoven, the Netherlands dated 15 May 2018 Chapter 1 Definitions. Article 1. In these articles of association, the following terms will
More informationREMUNERATION REPORT Remuneration of the Board of Management
Policy The remuneration policy 2015 and onwards was adopted by the Extraordinary General Meeting of Shareholders on July 23, 2015, with effect from January 1, 2015. The goals of the remuneration policy
More information1. What are recent tax developments in your country which are relevant for M&A deals?
Netherlands General Netherlands 1. What are recent tax developments in your country which are relevant for M&A deals? Most recent tax developments in the Netherlands are based on the OECD (BEPS) and EU
More informationRHI AG Vienna, FN b
TRANSLATION FROM GERMAN ORIGINAL RHI AG Vienna, FN 103123b Resolutions proposed by the Management Board and Supervisory board for the Extraordinary General Meeting on 4 and 5 August 2017 1. Resolution
More informationAltice N.V. Remuneration Report 2017
Altice N.V. Remuneration Report 2017 Prins Bernhardplein 200 1097 JB Amsterdam The Netherlands REMUNERATION REPORT 2017 ALTICE N.V. (for the financial year ended December 31, 2017) This report gives an
More informationCONSECUTIVE WORDING OF THE TRUST CONDITIONS STICHTING ADMINISTRATIEKANTOOR UNILEVER N.V. (after amendment dated 2018)
1/12 NOTE ABOUT TRANSLATION: This document is an English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without
More information2014 Performance Share Plan and Bonus / Matching Plan Factsheet
2014 Performance Share Plan and Bonus / Matching Plan 2014 Performance Share Plan Rules Purpose of the PSP Plan Share-based compensation aligns the interests of the Executive Directors with shareholders
More informationfor the Board of Directors and the Executive Management Vestas Wind Systems A/S 5. Vestas internal protocol
Remuneration policy for the Board of Directors and the Executive Management Vestas Wind Systems A/S 5. Vestas internal protocol Introduction The remuneration policy for members of the Board of Directors
More informationEUROPEAN UNION. Brussels, 16 March 2004 (OR. en) 2002/0240 (COD) PE-CONS 3607/04 DRS 1 CODEC 73 OC 34
EUROPEAN UNION THE EUROPEAN PARLIAMT THE COUNCIL Brussels, 16 March 2004 (OR. en) 2002/0240 (COD) PE-CONS 3607/04 DRS 1 CODEC 73 OC 34 LEGISLATIVE ACTS AND OTHER INSTRUMTS Subject : Directive of the European
More informationLong-term incentive scheme 2017:1 for key employees of Sampo Group. Terms and conditions. 2 October 2017
Long-term incentive scheme 2017:1 for key employees of Sampo Group Terms and conditions 2 October 2017 Table of contents page 3 1. Incentive scheme for Sampo Group 2. Size of the incentive scheme and allocations
More informationBrunel International N.V. Remuneration Report 2017
Brunel International N.V. Remuneration Report 2017 Introduction The remuneration of the members of the Board of Directors is the responsibility of the Supervisory Board as a whole. Decisions by the Supervisory
More informationremuneration report 2013
remuneration report 2013 remuneration report 2013 2 Table of contents 3 4 Introduction 6 Remuneration policy Board of Management 9 Execution of remuneration policy in 2012 10 Remuneration policy Supervisory
More informationAs approved by the General Meeting of Shareholders on 3 May, 2013
As approved by the General Meeting of Shareholders on 3 May, 2013 Remuneration Policy for the Management Board of AMG Advanced Metallurgical Group N.V Amsterdam, the Netherlands 3 May, 2013 Introduction
More informationEuronext Amsterdam. 23 November General Rules for the Euronext Amsterdam Securities Market
Euronext Amsterdam 23 November 2017 Book II General Rules for the Euronext Amsterdam Securities Market C O N T E N T S Article Definitions A 1 General Provisions A 2 Local Membership Rules A 3 Local trading
More informationHalf-year results 2017 of Geneba Properties N.V.
Half-year results 2017 of Geneba Properties N.V. Completion of strategic alternatives process Fraser Property new majority shareholder Frasers Property launched One-time Offer for remaining free float
More informationANNUAL GENERAL MEETING OF SHAREHOLDERS OF OCI N.V.
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF OCI N.V. OCI N.V. (the Company) invites its shareholders to the Annual General Meeting of Shareholders, to be held on Thursday 26 June 2014 at the Amstel Hotel
More informationPROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION of RNTS Media N.V. with official seat in Amsterdam.
1 Draft (1) dated 20 May 2015 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION of RNTS Media N.V. with official seat in Amsterdam. The following proposal contains two columns. The text of the current Articles
More informationScope. Investment Intermediary Data
TERMS AND CONDITIONS FOR TRADING IN FINANCIAL INSTRUMENTS Of Investment Intermediary BenchMark Finance JSCo Contents: 1. General terms and conditions for trading in financial instruments 2. Policy for
More informationRationale for Updating the Remuneration Policy
Rationale for Updating the Remuneration Policy For the Board of Management of ASML Holding N.V. 022 080222 SRM Wpa final 022 080222 SRM version 20080226 1 of 6 TABLE OF CONTENTS Introduction and Summary
More informationRemuneration policy Executive Board 2018
Remuneration policy Executive Board 2018 The prime objective of the Executive Board remuneration policy at Koninklijke Vopak N.V. (Vopak) is to attract and retain Executive Board members with the right
More informationABN AMRO completes legal demerger of Dutch State acquired businesses and associated legal renaming
APPENDIX 1 ABN AMRO completes legal demerger of Dutch State acquired businesses and associated legal renaming Certain definitions Throughout this press release, 'ABN AMRO Holding' means ABN AMRO Holding
More informationNotes to the agenda for the annual general meeting of shareholders ( General Meeting ) of Kardan N.V. ( Company ) on 30 May 2018
Notes to the agenda for the annual general meeting of shareholders ( General Meeting ) of Kardan N.V. ( Company ) on 30 May 2018 Agenda item 1 Opening Agenda item 2 Presentation by the CEO on the Kardan
More informationDutch Tax Bill 2019: what will change?
1 Dutch Tax Bill 2019: what will change? On 18 September 2018, the Dutch government presented a number of tax measures as part of the 2019 budget proposals. The key measures are: Abolition of withholding
More informationThe Chairman opened the meeting and welcomed the shareholders and those invited to attend the meeting.
MINUTES of the Extraordinary General Meeting of Shareholders of SBM Offshore N.V. (the "Company"), held on 14 December 2011 in the Hilton Hotel in Rotterdam, the Netherlands 85,224,632 issued ordinary
More informationMercury Trade Credit Top Up credit insurance General Conditions. Version January Coverholder at
Mercury Trade Credit Top Up credit insurance General Conditions Version January 2018 Coverholder at A. Definitions B. The policy Art. 1 What are you covered for? Art. 2 Insured and uninsured invoices Art.
More informationALTICE N.V. with corporate seat in Amsterdam Prins Bernhardplein JB Amsterdam The Netherlands Trade Register Number (the "Company")
ALTICE N.V. with corporate seat in Amsterdam Prins Bernhardplein 200 1097 JB Amsterdam The Netherlands Trade Register Number 63329743 (the "Company") EXTRAORDINARY GENERAL MEETING to be held on 11 June
More informationDealing in Securities and Insider Trading Policy LEADERS IN POLISH PROPERTY. Dated: 18 April 2017 ECHO POLSKA PROPERTIES N.V.
Dealing in Securities and Insider Trading Policy LEADERS IN POLISH PROPERTY Dated: 18 April 2017 ECHO POLSKA PROPERTIES N.V. Dealing in Securities and Insider Trading Policy THIS DEALING IN SECURITIES
More informationRemuneration report for the financial year 2011 Wereldhave N.V. March 1, 2012
Remuneration report for the financial year 2011 Wereldhave N.V. Introduction This remuneration report was written by the Supervisory Board of Wereldhave N.V. and is available on the company s website (www.wereldhave.com).
More informationVOLUNTARY AND CONDITIONAL PUBLIC TAKEOVER BID IN CASH followed by a simplified squeeze-out by VASTNED RETAIL N.V.
VOLUNTARY AND CONDITIONAL PUBLIC TAKEOVER BID IN CASH followed by a simplified squeeze-out by VASTNED RETAIL N.V. for all shares that are not yet directly or indirectly held by the Bidder, issued by VASTNED
More informationEXPLANATION TO THE TRIANGULAR LEGAL MERGER PROPOSAL TOELICHTING OP HET VOORSTEL TOT JURIDISCHE DRIEHOEKSFUSIE. Unilever N.V.
EXPLANATION TO THE TRIANGULAR LEGAL MERGER PROPOSAL TOELICHTING OP HET VOORSTEL TOT JURIDISCHE DRIEHOEKSFUSIE Unilever N.V. Unilever International Holdings N.V. Unilever International Holding B.V. 11 September
More informationAgenda for the General Meeting of Shareholders 26 April 2010
Agenda for the General Meeting of Shareholders 26 April 2010 This document is a translation of the Dutch original and is provided as a courtesy only. In the event of any disparity, the Dutch version shall
More informationHave approved and decreed the following: Chapter 1. Introductory provisions
Decree of 12 September 2007 implementing Directive 2004/25/EC of the European Parliament and the Council of the European Union of 21 April 2004 on offers (OJ EU L 142) and modernising the rules governing
More informationTHE LAW OF THE KYRGYZ REPUBLIC. On business partnerships and companies
Bishkek November 15, 1996, # 60 THE LAW OF THE KYRGYZ REPUBLIC On business partnerships and companies SECTION 1. GENERAL PROVISIONS SECTION 2. SPECIFICS OF PARTICULAR TYPES OF BUSINESS PARTNERSHIPS AND
More informationOVERALL GUIDELINES FOR INCENTIVE- BASED REMUNERATION FOR CHR. HANSEN HOLDING A/S MANAGEMENT
November 2014 Annex 1 to the notice convening the Annual General Meeting of 27 November 2014 OVERALL GUIDELINES FOR INCENTIVE- BASED REMUNERATION FOR CHR. HANSEN HOLDING A/S MANAGEMENT November 2014 1.
More informationANNUAL GENERAL MEETING OF SHAREHOLDERS OF GENEBA PROPERTIES N.V.
24 May 2017 1 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF GENEBA PROPERTIES N.V. 1. Opening The Chairman, Mr de Alba, opened the meeting at 2:06 pm CET and welcomes the shareholders to the Annual General
More informationARTICLES OF ASSOCIATION OF SPECIAL CLOSED-END TYPE REAL ESTATE INVESTMENT COMPANY INVL BALTIC REAL ESTATE
ARTICLES OF ASSOCIATION OF SPECIAL CLOSED-END TYPE REAL ESTATE INVESTMENT COMPANY INVL BALTIC REAL ESTATE The Articles of Association were signed in Vilnius on [ ] [ ] [ ] Authorised person: [ ] [ ] 1
More information27 APRIL Royal Decree on Takeover Bids
ALBERT II, King of the Belgians, To all present and future citizens, greetings. 27 APRIL 2007 Royal Decree on Takeover Bids (Belgian Official Gazette, 23 May 2007) Disclaimer This text is an unofficial
More informationMinutes of the Extraordinary General Meeting of Shareholders of Nutreco N.V. held on 21 December 2010
Minutes of the Extraordinary General Meeting of Shareholders of Nutreco N.V. held on 21 December 2010 The draft minutes of the Extraordinary General Meeting of Shareholders held on 21 December 2010 have
More informationNew Dutch government to change rules on dismissals, independent contractors and payrolling
1 New Dutch government to change rules on dismissals, independent contractors and payrolling The Dutch coalition agreement, which was presented on 10 October 2017, proposes a number of amendments to Dutch
More informationPROPOSAL FOR AMENDMENT of the ARTICLES OF ASSOCIATION RANDSTAD HOLDING N.V. with statutory seat in Amsterdam
PROPOSAL FOR AMENDMENT of the ARTICLES OF ASSOCIATION RANDSTAD HOLDING N.V. with statutory seat in Amsterdam JL/SB/0037848-0000374 The proposed amendments are presented in two columns. The column on the
More informationUpdate Changes to Dutch Accounting Standards for large and medium-sized legal entities Changes to annual edition 2014
Professional Practice Department Number 7, November 2014 Update Changes to Dutch Accounting Standards for large and medium-sized legal entities Changes to annual edition 2014 Changes to Dutch Accounting
More informationALTERNATIVE TRADING SYSTEM RULES
ALTERNATIVE TRADING SYSTEM RULES (text according to legal condition at 3 January 2018)* *The Alternative Trading System Rules, with Exhibits, adopted in Resolution No. 147/2007 of the WSE Management Board
More informationARM HOLDINGS PLC RULES ARM HOLDINGS PLC EMPLOYEE STOCK PURCHASE PLAN
ARM HOLDINGS PLC RULES OF THE ARM HOLDINGS PLC EMPLOYEE STOCK PURCHASE PLAN Directors Adoption: 2 March 2016 Shareholders Approval: 28 April 2016 Expiry Date: 28 April 2026 CONTENTS 1. 2. 3. 4. 5. 6. 7.
More informationExecutive Director of NWR and also CEO of OKD and Chairman of the Board of Directors of OKD; Executive Director and Chief Financial Officer;
MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NEW WORLD RESOURCES N.V. HELD ON 28 APRIL 2009 AT 10:00 A.M. (CET) AT THE DORINT HOTEL, SCHIPHOL AIRPORT, AMSTERDAM, THE NETHERLANDS 1. Opening,
More informationAGM Notes to the Agenda
Notes to the Agenda for the Annual General Meeting of Koninklijke DSM N.V. to be held on Wednesday 9 May 2018 NOTES TO AGENDA ITEM 2 Annual Report for 2017 by the Managing Board The Managing Board will
More informationEXPLANATORY NOTES ANNUAL GENERAL MEETING 2015
EXPLANATORY NOTES ANNUAL GENERAL MEETING 2015 TomTom NV De Ruijterkade 154 1011 AC Amsterdam Tel: +31 (0)20 757 5000 www.tomtom.com Explanatory notes to the agenda of the Annual General Meeting of TomTom
More informationServices contract between the Company and Mr. E.H.E. Rondolat
Services contract between the Company and Mr. E.H.E. Rondolat The following contract is the services contract of E.H.E. Rondolat, containing terms and conditions for the provision of services and other
More informationKINGDOM OF SAUDI ARABIA GLOSSARY OF DEFINED TERMS USED IN THE REGULATIONS AND RULES OF THE CAPITAL MARKET AUTHORITY
KINGDOM OF SAUDI ARABIA GLOSSARY OF DEFINED TERMS USED IN THE REGULATIONS AND RULES OF THE CAPITAL MARKET AUTHORITY English Translation of the Official Arabic Text Issued by the Board of the Capital Market
More informationAgenda Annual General Meeting Beter Bed Holding N.V.
Agenda Annual General Meeting Beter Bed Holding N.V. Thursday, 26 April 2018 at 14.00 hours CET Van der Valk Hotel, Rondweg 2, Uden (The Netherlands) 1. Opening. 2. Discussion of the 2017 Annual Report.
More informationW I T H D R A W N. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF Koninklijke DSM N.V., with its official seat in Heerlen. dated 17 March 2016
W I T H D R A W N Annex I PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF Koninklijke DSM N.V., with its official seat in Heerlen. dated 17 March 2016 as it will be presented at the Company's general
More informationGemalto N.V. Minutes of the Annual General Meeting of Shareholders held on May 20, 2009
Gemalto N.V. Minutes of the Annual General Meeting of Shareholders held on May 20, 2009 (This is not a verbatim account of the proceedings) 1. Opening and announcements Mr. Alex Mandl, chairman ( Chairman
More informationCLIENT ALERT. SEC Proposes Clawback Rules Statutorily Mandated Under Dodd-Frank Act
EXECUTIVE SUMMARY On July 1, 2015, the Commissioners of the SEC voted three-to-two along party lines to propose a rule implementing the listing standards for recovery of erroneously awarded compensation
More informationRemuneration Policy Matas A/S, CVR no
Remuneration Policy Matas A/S, CVR no. 27 52 84 06 1 of 6 1 Preamble 1.1 The Board of Directors of Matas A/S, CVR-no. 27 52 84 06, ( Matas or the Company ) has adopted this remuneration policy (the Remuneration
More informationAMENDMENT OF THE ARTICLES OF ASSOCIATION OF. Koninklijke Ahold N.V.
AMENDMENT OF THE ARTICLES OF ASSOCIATION OF Koninklijke Ahold N.V. Draft De Brauw dated 5 March 2013 This document includes an explanation to the proposed alterations of the articles of association of
More informationChairperson : Tina Kasten Secretary : Raoul Hagens (Allen & Overy LLP (Amsterdam Office))
MINUTES of the annual general meeting of shareholders (the AGM) of: RNTS Media N.V., having its official seat in Amsterdam, the Netherlands (the Company), held in Amsterdam on 15 June 2016. Chairperson
More informationAmended Dutch Public Offer Rules in force as of 1 July 2012
13 JUNE 2012 Amended Dutch Public Offer Rules in force as of 1 July 2012 On 28 October 2007, the Decree on Public Takeovers (Besluit Openbare Biedingen, the "Decree") entered into force, implementing the
More informationAGENDA 2015 ANNUAL GENERAL SHAREHOLDERS MEETING OF CORBION NV DATE TIME. PLACE Mövenpick Hotel Amsterdam City Centre. 22 May
AGENDA 2015 ANNUAL GENERAL SHAREHOLDERS MEETING OF CORBION NV DATE 22 May 2015 TIME 10.30 am CET PLACE Mövenpick Hotel Amsterdam City Centre Piet Heinkade 11 1019 BR Amsterdam 2 CORBION AGENDA 2015 Agenda
More informationRemuneration report for the financial year 2012 Wereldhave N.V. March 1, 2013
Remuneration report for the financial year 2012 Wereldhave N.V. March 1, 2013 Introduction This remuneration report was written by the Supervisory Board of Wereldhave N.V. and is available on the company
More information1. Opening and announcements by the chairman of the supervisory board of the Company (the Supervisory Board )
Explanatory notes to the agenda for the Annual General Meeting of Shareholders (the General Meeting ) of ForFarmers N.V. (the "Company") to be held on Wednesday 26 April 2017 1. Opening and announcements
More informationARTICLES OF ASSOCIATION OF SPECIAL CLOSED-ENDED TYPE PRIVATE CAPITAL INVESTMENT COMPANY INVL TECHNOLOGY
ARTICLES OF ASSOCIATION OF SPECIAL CLOSED-ENDED TYPE PRIVATE CAPITAL INVESTMENT COMPANY INVL TECHNOLOGY The Articles of Association were signed in Vilnius on 2016. Authorised person 1 I. GENERAL INFORMATION
More informationCorporate Governance Statement 2017
Corporate Governance Statement 2017 Group legal structure Pharming Group N.V. (hereinafter: the Company or Pharming ) is a limited liability and public company organized and existing under the laws of
More informationageas SA/NV Société Anonyme / Naamloze Vennootschap (limited liability company)
ageas SA/NV Société Anonyme / Naamloze Vennootschap (limited liability company) 1000 Brussels Markiesstraat, 1 VAT no.: BE 0451 406 524 Registre des Personnes Morales : 0.451.406.524 Concept Coordinated
More informationGENERAL MEMORANDUM AMENDMENTS TO CURAÇAO COMPANY LAW EFFECTIVE 1 JANUARY 2012 JANUARY Introduction
GENERAL MEMORANDUM AMENDMENTS TO CURAÇAO COMPANY LAW EFFECTIVE 1 JANUARY 2012 JANUARY 2012 Introduction Late 2011 the Curaçao Parliament (Staten) adopted a number of legislative proposals, including a
More information