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 largely adopt the principles of the code, following the example of Schiphol Group.
Corporate Governance Structure
Eindhoven Airport is a public limited company (NV) 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 made 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. Another reason to decide to amend the articles of association was that the previous articles were no longer in agreement with practices in relation to profit distribution. Furthermore, 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. In October 2010, the regulations for the Board of Directors and the Board of Supervisory Directors were amended to comply with the reviewed Corporate Governance Code 2008.
Regulations for the Board of Supervisory Directors
These regulations contain a so-called ‘apply or explain’ appendix which sets out how the Corporate Governance Code 2008 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.
Please click here for the remuneration policy of the Board of Directors of Eindhoven Airport NV as approved by the General Meeting of Shareholders on 14 May 2007. The remuneration of the Board of Directors is published each year in the annual report.
Regulations for the Board of Directors
These regulations also contain a so-called ‘apply or explain’ appendix which sets out how the Corporate Governance Code 2008 is implemented. The Board of Supervisory Directors has the authority to appoint, suspend or dismiss members of the Board of Directors. The Managing Director with effect from 1 October 2008 is drs. J.E. Meijs.
Each year, a General Meeting of Shareholders is held in the month of April at the latest. At this meeting, the Board of Directors, among others, reports on: the course of events and the management carried out during the previous financial year; a decision taken relating to the use of the profits; and the proposal made on the discharge of liability of the Board of Supervisory Directors and of the Board of Directors in relation to the supervision and the management carried out during the previous financial year.
A number of stipulations in the Corporate Governance Code 2008 are not (meaningfully) applicable to a company that is not listed on the stock exchange such as Eindhoven Airport NV. This relates to, among other things, certain principles and stipulations in Article IV (the General Meeting of Shareholders). Given the limited number of shareholders (three) and the non-tradable nature of the shares, the agenda, minutes and other documents for the shareholders' meeting are not normally made public.
Eindhoven Airport NV employs less than 50 staff and is therefore not obliged to set up a Works Council. Workers' participation is arranged in a Staff Representation. The Staff Representation has the following (legal) powers:
he 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 a loss of jobs, a significant change to work, conditions of employment (unless arranged under a Collective Labour Agreement) and working conditions. The advice must be requested at such time that it can be of substantial influence on the decision to be taken.