Eindhoven Airport N.V. 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.
Eindhoven Airport N.V. has more than 50 employees and therefor has a works council since October 2017.
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.
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.
Regulations Board of Supervisory Directors
The Board of Supervisory Directors supervises, advises, supports and appoints management board. The members of the Board of Supervisory Directors are:
Ir. Bert van der Els (1954), president commissaris Bestuurder, voormalig directeur en CEO van Heijmans NV
Jan Willem Weissink MBA (1965)
Directeur Schiphol Real Estate B.V.
drs. Birgit Otto (1963)
Executive Vice President & Chief Operations Officer Schiphol Group
drs. Paul Rüpp (1957)
Voorzitter College van Bestuur Avans Hogeschool
drs. Carlo van Kemenade (1964)
Directievoorzitter Obvion N.V.