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.
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 2022. 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 MBA (1957), vice-chair
Mr Kroon was first appointed member of TKH’s Supervisory Board in 2017. His period in office runs until 2021. Mr Kroon is former chair of the Executive Board of TenneT Holding B.V. Mr Kroon is chairman of the Supervisory Board of Attero BV, and is member of the Supervisory Board of Koole Oil Terminal B.V. and of Urenco Ltd/ UCN B.V. Mr Kroon is of Dutch nationality, and he does not hold any shares in TKH.
C.W. (Carin) Gorter (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 owner of Carin Gorter Advies & Toezicht 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, Basic Fit and DAS Holding, 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 (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. Mr Houben is also the member 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 (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 chairman Supervisory Board Prinses Maxima Centrum pediatric oncology for children. 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.