The Supervisory Board has the task of overseeing the way in which the Executive Board executes the strategy for long-term value creation and the general day-to-day business of the company and its affiliated businesses. The Supervisory Board also addresses the effectiveness of the company's internal risk management and control systems and the integrity and quality of the financial reporting. In performing its task, the Supervisory Board takes into account corporate social responsibility issues that are relevant to the company and supervises the relationship of the Executive Board with shareholders. The Supervisory Board regularly discusses the strategy, the execution of the strategy and the most important related risks, and provides guidance to the Executive Board. In performing its task, the Supervisory Board is guided by the interests of the company and its affiliated businesses and takes into account the relevant interests of all stakeholders.

In performing its task, the Supervisory Board takes into account corporate social responsibility issues that are relevant to the company and supervises the relationship of the Executive Board with shareholders. The Supervisory Board regularly discusses the strategy, the execution of the strategy and the most important related risks, and provides guidance to the Executive Board. In performing its task, the Supervisory Board is guided by the interests of the company and its affiliated businesses and takes into account the relevant interests of all stakeholders.

The allocation of tasks within the Supervisory Board, as well as the way of working of the Board, are established in its by-laws. The by-laws also include rules on handling actual or potential conflicts of interest of members of the Supervisory Board in relation to the company. The company also has a set of rules governing possession of and transactions in securities by members of the Executive Board and the Supervisory Board other than those issued by their 'own' company. Separate rulebooks have also been drawn up for the three committees (the Audit Committee, the Remuneration Committee and the Selection and Appointment committee) that set out the responsibility of the committee, its composition and the way in which it carries out its task. The rules as well as the profile also reflect the principles and best practice provisions to the extent that these are relevant to and applied by the company. The Supervisory Board shall receive from each of the committees a report of its deliberations and findings.

The members of the Supervisory Board are:

A.J.P. (Antoon) De Proft MSc (1960), chair

Mr A. De Proft MSc. was initially appointed as a member of the Supervisory Board of TKH Group in 2014, and was appointed as chair of the Supervisory Board in 2017. His period in office runs until 2018. Mr De Proft is the CEO & President of Septentrio Satellite Navigation. He is also the chair of the IMEC Executive Board, chair of the Quest For Growth Executive Board and manager at ADP Vision. Mr De Proft is of Belgian nationality, and holds 2,000 shares in TKH.

J.M. (Mel) Kroon MEng MBA (1957), vice-chair

Mr Kroon is 59 and was first appointed member of TKH’s Supervisory Board in 2017. His period in office runs until 2021. Mr Kroon is chair of the Executive Board of TenneT Holding B.V. and, in that capacity, also fulfils several other supervisory positions. Furthermore, Mr Kroon is member of the Supervisory Board of Koole Terminals and Coöperatie VGZ and is a board member of the German-Dutch Chamber of Commerce. Mr Kroon is of Dutch nationality, and he does not hold any shares in TKH.

C.W. (Carin) Gorter MA RA (1963), member

Ms C.W. Gorter MA was initially appointed as a member of the Supervisory Board of TKH Group NV in 2017. Her period in office runs until 2021. Ms Gorter is a member of the appeals committee and was Senior Executive Vice President and head of the Group Compliance, Security & Legal at ABN AMRO. Ms Gorter is a member of the Supervisory Board at TVM Verzekeringen and Basic Fit, member of the Monitoring Commissie Accountancy and external member of the Audit Committee of the Dutch Department of Justice & Security (Ministerie van Justitie & Veiligheid). Mrs Gorter is of Dutch nationality, and she does not own any shares in TKH.

P.P.F.C. (Philip) Houben MA (1950), member

Mr Philip Houben was first appointed as a member of TKH’s Supervisory Board in 2009. His period in office runs until 2021. Mr Houben was formerly chair of the Executive Board and CEO of Wavin NV. Mr Houben is chair of the Supervisory Board of NV HVC and member of the Supervisory Board of Stork Technical Services. Mr Houben is also the chair of Stichting Prioriteit Antea Participaties. Mr Houben is of Dutch nationality, and he does not own any shares in TKH.

R.L. (Rokus) van Iperen MEng (1953), member

Mr R.L. Van Iperen was first appointed member of TKH’s Supervisory Board on 14 December 2011. His period in office runs until 2020. Mr Van Iperen is CEO of Canon Europe Ltd./Senior Managing Executive Officer of Cannon Inc. and was formerly chair of the Supervisory Board of Océ NV in Venlo. Mr Van Iperen is of Dutch nationality, and he does not own any shares in TKH. No former Executive Board members sit on the Supervisory Board. Supervisory Board Committees The Supervisory Board has three special committees: the Selection and Appointments Committee, the Remuneration Committee and the Audit Committee.

Audit Committee

The Audit Committee monitors and assesses the financial reporting process of the company and the auditing procedure. The Audit Committee focuses on the way in which the effectiveness of the set-up and operation of the in-house risk management and monitoring systems, and the internal and external audit process is assessed, the material considerations relating to financial reporting and the way in which the material risks and uncertainties are analysed. The committee monitors compliance with recommendations and comments from both the internal audit process and the external accountant, the role and operation of the internal audit function and the company's policy in relation to the tax planning.

Members of the Audit Commission are:

  • Mr P.P.F.C. Houben MA (chair);
  • Ms C.W. Gorter MA RA.

Selection and Appointments Committee

The Selection and Appointments Committee selects candidates for vacancies in the Executive Board and Supervisory Board. The committee draws up the selection criteria and appointment procedure for members of both the Supervisory Board and the Executive Board. It assesses the size and composition of the Supervisory Board and the Executive Board and makes a proposal for a profile of the Supervisory Board. The chairman of the Selection and Appointments Committee carries out individual performance review meetings with the members of the Executive Board once every year. The Selection and Appointments Committee also oversees the policy of the Executive Board in terms of selection criteria and appointment procedures for the company's senior management.

Members of the Selection and Appointments Committee are:

  • Mr A.J.P. De Proft MSc (chair);
  • Mr J.M. Kroon MEng MBA

Remuneration Committee

The Remuneration Committee advises the Supervisory Board on the remuneration policy for the Executive and Supervisory Boards and makes proposals in this regard. The Remuneration Committee makes suggestions to the Supervisory Board on the remuneration policy for members of the Executive Board which is then put to the General Meeting of Shareholders for adoption, and also makes suggestions on the remuneration of individual members of the Executive Board which are then adopted by the Supervisory Board. The Committee makes recommendations to the Supervisory Board on the remuneration and performance-related bonuses for members of the Executive Board.

Members of the Remuneration Committee are:

  • Mr R.L. van Iperen MEng (chair)
  • De heer J.M. Kroon MBA