Composition of the Supervisory Board

1.6.3.1

 

During the financial year, the Supervisory Board (‘the Board’) was composed of six members and the composition remained unchanged. During the General Meeting of Shareholders of 15 April 2016, Cees van Rijn was reappointed on nomination by the Supervisory Board. The Board is now composed as follows:

1.6.3.2

Jan Eggink, Chairman

(1959, Dutch nationality)

A member of the Supervisory Board since 2002, initially of (a predecessor of) Coöperatie FromFarmers U.A. and since 2007 of ForFarmers. He was appointed as Chairman of the Supervisory Board in May 2014. Within the Supervisory Board, he also chairs the Selection and appointment committee. His term of office ends in 2018 and he can not be reappointed. Mr Eggink is a dairy farmer and director of Coöperatie FromFarmers U.A.

Since 31 December 2016, Mr Eggink holds no shares, 7,179 depositary receipts of shares in the capital of the Company and, as a member of Coöperatie FromFarmers U.A., 12,130 participation accounts issued by the aforementioned Cooperative and which can be converted into depositary receipts or shares in ForFarmers N.V.

Henk Mulder, Vice Chairman

(1947, Dutch nationality)

A member of the Supervisory Board since 2010, he was reappointed in 2014 and his term of office comes to an end in 2017. His role within the Supervisory Board is as Vice-Chairman, and he is a member of the Selection and appointment committee. Mr Mulder is a director of H. Mulder Management B.V., and as of beginning 2017, member of the board of directors of DUC SA, a public listed company in France.

Since 31 December 2016, Mr Mulder holds 49,500 shares, and no depositary receipts of shares in the capital of ForFarmers N.V.

Sandra Addink-Berendsen 

(1973, Dutch nationality)

A member of the Supervisory Board since 2010, her term of office comes up for renewal in 2018. Within the Supervisory Board, Mrs. Addink-Berendson chairs the Audit committee. Mrs. Addink-Berendsen is a dairy farmer and a member of the Supervisory Board of Koninklijke FrieslandCampina N.V. and a board member of Zuivelcoöperatie FrieslandCampina U.A. She is also a member of the Supervisory Board of Alfa Top Holding, and the treasurer of Stichting Hessenheemfonds.

Since 31 December 2016, Mrs. Addink-Berendsen holds no shares, 9,640 depositary receipts of shares in the capital of the Company and, as a member of Coöperatie FromFarmers U.A., 11,187 participation accounts issued by the aforementioned Cooperative and which can be converted into depositary receipts or shares in ForFarmers N.V.

Vincent Hulshof 

(1962, Dutch nationality)

A member of the Supervisory Board since 2014, his term of office comes up for renewal in 2018. Mr Hulshof is a swine farmer as well as a member of the management of Coöperatie Topigs and Coöperatie FromFarmers U.A.

Since 31 December 2016, Mr Hulshof holds no shares, no depositary receipts of shares in the capital of the Company and, as a member of Coöperatie FromFarmers U.A., 6,480 participation accounts issued by the aforementioned Cooperative and which can be converted into depositary receipts or shares in ForFarmers N.V.

Cees van Rijn

(1947, Dutch nationality)

A member of the Supervisory Board since 2012, his appointment was renewed in 2016. Within the Board, he chairs the Remuneration committee and is a member of the Audit committee. Mr Van Rijn is supervisory board member at the Detailresult Groep, Royal FloraHolland, Plukon Food Group, PwC Nederland, UTZ and Erasmus QI.

As at 31 December 2016, Mr Van Rijn holds no shares or depositary receipts of shares in the capital of ForFarmers N.V.

Erwin Wunnekink 

(1970, Dutch nationality)

A member of the Supervisory Board since 2015, his term of office comes up for renewal in 2019. Within the Board, he is a member of the Remuneration committee. Mr Wunnekink is a dairy farmer and a member of the Supervisory Board of Koninklijke FrieslandCampina N.V. and a board member of Zuivelcoöperatie FrieslandCampina U.A.

As at 31 December 2016, Mr Wunnekink holds no shares, no depositary receipts of shares in the capital of the Company and, as a member of Coöperatie FromFarmers U.A.,  no participation accounts issued by the aforementioned Cooperative and which can be converted into depositary receipts or shares in ForFarmers N.V.

The Supervisory Board has one female member. The Executive Board has three members, none of which is female. As a result, the composition of the Supervisory Board and the Executive Board does not comply with the target of a minimum of 30% women. The Company pursues a balanced distribution of men and women, age, expertise, experience and background. The Supervisory Board has also included this in its profile. ForFarmers is working on a policy regarding diversity for the Executive Board and the Supervisory Board, and will take this into account as much as possible when recruiting new candidates.

In its meeting of 8 March 2016, the Supervisory Board adjusted and re-wrote its rotation schedule. The rotation schedule of the Supervisory Board is included in this report and published on the Company’s website. In accordance with the Dutch Corporate Governance Code 2008, (hereinafter referred to as the ‘Code’), members of the Supervisory Board may remain for a maximum of three four-year terms. At this time, the current Chairman of the Board continues to constitute an exception to the rule when his term of office as a member of the Supervisory Board of (a predecessor of) Coöperatie FromFarmers U.A. is included. In 2014 he was appointed for a term of office of four years and his term of office ends at the latest in 2018. This is also stated in the regulation of the Supervisory Board, which is published on the Company’s website.

All members of the Supervisory Board, with the exception of two persons, are independent within the meaning of best practice provision III.2.2 of the Code. The Supervisory Board does not consider members who are also board members of Coöperatie FromFarmers U.A., i.e. V.A.M Hulshof and J.W. Eggink as independent within the meaning of the Code. This was determined both by the independent members and by the Supervisory Board itself. As regards the question of whether there is a significant business relationship, the Board also took into consideration the fact that this is not the case if no contractual obligation exists to source consumables, products and/or services from ForFarmers or a subsidiary thereof.

None of the members of the Supervisory Board is a member of more than five supervisory boards of legal entities (including the Company) as referred to in Article 2:252a of the Dutch Civil Code, and best practice provision III.3.4 of the Code.

The Supervisory Board is not aware of any form of conflict of interest between the Company and members of the Supervisory Board, or between the Company and natural or legal persons who hold at least 10 per cent of shares (or certificates thereof) in the Company. The following members of the Supervisory Board have sourced feed during the current financial year from the Company or a subsidiary thereof under the same conditions as those that apply for other customers of the Company or subsidiary thereof: Mrs. Addink-Berendsen and Messrs Eggink, Wunnekink and Hulshof. These transactions do not automatically lead to a conflict of interest pursuant to Article 11.5 of the Supervisory Board Regulation.








 








 

1.6.3.3

Name Year last appointment Eligible for re-election in Retiring at the latest in
J.W. Addink-Berendsen 2014 2018 2022
J.W. Eggink 2014   2018
V.A.M.Hulshof 2014 2018 2026
H. Mulder 2014   2017
C.J.M. van Rijn 2016 2020 2024
W.M. Wunnekink 2015 2019 2027