Supervisory Board

The size, composition and qualities of the Supervisory Board as a whole should be in keeping with the company’s size, portfolio, nature, culture and geographical spread and its status as a listed company.

The composition should be as varied as possible taking into account:

• knowledge
• experience
• age
• board tenure
• gender (aiming for at least 30% male and at least 30% female members)
• nationality/cultural background (aiming for a maximum of 50% of one nationality/cultural background)

DSM does not consider race or ethnicity explicitly as a criterion for Supervisory Board composition, as nationality/cultural background is already taken into account.

In the Board should be present (international) knowledge and experience in the following fields:

• general management
• finance/accounting/auditing
• risk
• strategy
• marketing/sales
• manufacturing & operations
• research & development/innovation/technology
• safety
• sustainability & environment
• emerging economies
• people & organization
• information technology & digital
• governance, compliance & legal affairs
• public affairs
• the company’s business (life sciences & material sciences, (bio)chemicals and biotechnology)

Individual members should be prepared and willing to fulfil the role as member of the Supervisory Board according to the Dutch Law, the Dutch Corporate Governance Code, the Company’s Articles of Association and these Regulations. At the moment of his/her appointment each member should subscribe to the DSM Code of Business Conduct and should not have a conflicting interest with the company.

Each member should be capable of assessing the broad outline of the overall policy and should fit in the overall Supervisory Board composition described above, having knowledge or experience in one or more of the fields mentioned with at least one member having competence in accounting and auditing.

Members should represent the following qualities:

• integrity
• able to operate independently and critically vis-à-vis the other members and the Managing Board members
• an open eye for the interests of the company and its various stakeholders
• aware of global trends in society (economic, social, environmental)
• a social antenna/an antenna for inter-personal dynamics
• proven success/prominence in society
• analytical and critical but solution-oriented
• having enough time available to fulfil their task adequately
• prepared to be evaluated periodically
• willing to sit on Supervisory Board committees
• willing to follow introduction and training programmes
• fluent in the English language

On the occasion of each appointment and re-appointment of a Supervisory Board member this profile will have to be respected. Every year the Nomination Committee will evaluate whether the actual situation reflects the desired, diverse composition of the Board and the desired qualities of each individual, and will report its findings to the Supervisory Board. To the extent that the actual situation differs from the diversity of composition aimed for in this profile, the Supervisory Board must account for such discrepancy in the Integrated Annual Report of the company, and indicate how and within what period it expects to achieve this aim. This profile is to be renewed regularly by the Nomination Committee. The Committee will report its findings to the Supervisory Board.

The Audit Committee is comprised of Mr. J. Ramsay (Chair), Mrs. V. Haynes, Mr. P. Pant and Mr. F. van Paasschen. The Audit Committee is charged in particular with the supervision of the Managing Board with respect to:

• the operation of the internal risk management and control systems, including supervision of the enforcement of the relevant legislation and regulations, and supervising the operation of codes of conduct;
• giving advice to the Supervisory Board on the nomination by the Supervisory Board to the General Meeting of Shareholders for the appointment of the external auditor;
• where necessary, making proposals to the Supervisory Board on the policy applied in respect of the independence of the external auditor and possible (potential) conflicts of interest between the external auditor and the company;
• preparing meetings of the Supervisory Board with the Managing Board where the annual report, the annual accounts, the half-yearly and the quarterly figures of the company are discussed.

The Nomination Committee is comprised of of Mr. R. Routs (Chair), Mrs. P. van der Meer Mohr and Mrs. E. Kennedy. The Nomination Committee has the following duties:

• drafting selection criteria and appointment procedures for Supervisory Board members and Managing Board members;
• assessing at least once a year the size and composition of the Supervisory Board and the Managing Board, and to make proposals for the Supervisory Board Profile;
• assessing at least once a year the functioning of individual Supervisory Board members and Managing Board members, and report their findings to the Supervisory Board;
• making proposals for (re)appointments;
• supervising the policy of the Managing Board on the selection criteria and appointment procedures for senior management;
• preparing the decision-making process of the Supervisory Board on the acceptance by a member of the Managing Board of the membership of the Supervisory Board of a listed company; and
• preparing the decision-making process of the Supervisory Board concerning any conflicts of interest that may arise in the acceptance by members of the Supervisory Board of additional positions.

The Remuneration Committee is comprised of Mrs. P. van der Meer Mohr (Chair), Mr. R. Routs, Mrs. V. Haynes and Mr. J. Ramsay. The Remuneration Committee has the following duties:

• drafting proposals to the Supervisory Board for the remuneration policy to be pursued for members of the Managing Board, which policy, as well as any material changes thereto, shall be submitted to the General Meeting of Shareholders for adoption;
• drafting proposals for the remuneration of the individual members of the Managing Board; such proposals shall, in any event, deal with the remuneration structure; and the amount of the fixed remuneration, shares and/or options to be granted and/or other variable remuneration components, pension rights, redundancy pay and other forms of compensation awarded, as well as the performance criteria and their application,
• and, if there are reasons therefore, to make proposals for changes or additions to the remuneration of individual members of the Managing Board, which remuneration and possible changes and/or additions shall be submitted for adoption to the Supervisory Board (without prejudice to the power of the Supervisory Board to delegate the final adoption to the Remuneration Committee, within the framework set by the Supervisory Board);
• to prepare the Remuneration Report referred to in clause 12.1 of the Regulations of the Supervisory Board; and
• to make proposals to the Supervisory Board for the remuneration of the individual members of the Supervisory Board, which remuneration will be submitted to the General Meeting of Shareholders for adoption.

The Sustainability Committee is comprised of Mrs. E. Kennedy (Chair), Mr. P. Pant and and Mr. F. van Paasschen. The Corporate Sustainability Committee has the following duties:

• preparation of discussions by the Supervisory Board on the supervision of the Managing Board with respect to formulating, developing, implementing, monitoring and reporting on the Company’s social and environmental policies in line with the DSM values / Code of Business Conduct; and
• to prepare the meeting of the Supervisory Board with the Managing Board where the Integrated Annual Report is discussed.

The remuneration package for the Supervisory Board comprises an annual fixed fee and an annual committee-membership fee as approved by the Annual General Meeting of Shareholders. The Supervisory Board's Remuneration Policy is also approved by shareholders.

The fixed fee for the Chairman of the Supervisory Board is €105,000 and €75,000 for the Deputy Chair. The other members of the Supervisory Board each receive a fixed fee of €70,000. Audit Committee membership is awarded €12,000 per member and €18,500 for the Chairman. Nomination Committee, Corporate Social Responsibility Committee and Remuneration Committee membership is awarded €8,500 per member and €14,000 for the Chairman.

In addition, Supervisory Board members receive an intercontinental travel allowance of €5,000 for each meeting that they attend outside their continent of residence.

Comprehensive details of recent remuneration paid to DSM's Supervisory Board can be found in the Integrated Annual Report 2018.