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Nutreco heeft een leidende positie in de wereld van diervoeding en visvoer. Onze geavanceerde voeroplossingen zijn de basis voor miljoenen consumenten in de wereld. Kwaliteit, innovatie en duurzaamheid zijn verweven in onze bedrijfscultuur. Nutreco beschikt over een rijke historie van ruim 100 jaar kennis en ervaring, een solide fundament voor de toekomst. De onderneming heeft circa 10.000 medewerkers in 30 landen en verkoopt haar producten in 80 landen. Nutreco is genoteerd aan de NYSE Euronext-beurs in Amsterdam en had in 2012 een jaaromzet van circa 5,2 miljard euro.
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Algemene informatie Supervisory Board
(Onderstaande tekst is niet beschikbaar in het Nederlands)

Supervisory Board


Composition and Duties

The duties of the Supervisory Board are to supervise the management by the Executive Board, the effectiveness and integrity of the internal control and risk management systems and procedures put in place by the Executive Board and the general conduct of affairs within Nutreco and its businesses, and to assist the Executive Board with advice in accordance with the best practices of the Dutch Corporate Governance Code. In addition, certain (material) decisions of the Executive Board, as specified in the law, in the Articles of Association and in the Supervisory Board rules, are also subject to the prior agreement of the Supervisory Board.

The members of the Supervisory Board are appointed by the General Meeting of Shareholders on the recommendation of the Supervisory Board, with the latter indicating whether or not the recommendation is binding. This binding character can be waived by a majority of the votes cast. At the AGM of 2002, the Supervisory Board agreed not to use the option of making a binding proposal for appointments unless in exceptional circumstances, such as a threatened takeover. The General Meeting of Shareholders can suspend or dismiss an Supervisory Board member. Such a decision requires a majority of the votes cast.


Rules

Since 1997, the Supervisory Board has used rules as a basis for its own functioning and for its relationship with the Executive Board. The rules are posted on Nutreco's website.


All Supervisory Board members independent and no conflicts of interest

All Supervisory Board members are independent from the Company within the meaning of best practice provision III.2.2 of the Code. None of the members is a member of the Executive Board of a Dutch listed company in which a member of the Executive Board of the Company is a Supervisory Board member. There are no interlocking directorships. None are or were in the past employed by Nutreco and/or represent directly or indirectly a shareholder of Nutreco or a supplier or customer of the Company. None of the members of the Supervisory Board provides any services to or has any direct or indirect ties with Nutreco outside his Supervisory Board membership.

The Supervisory Board rules contain provisions with regard to potential conflicts of interest. In the year under review, no transactions with a potential conflict of interest took place.

The Code states as a best practice that all transactions between the Company and legal or natural persons who hold at least 10% of the shares in the Company shall be agreed under the conditions customary in this branch of industry. The Company has dealings with ING, which declared a 9.55% interest on 10 August 2007, and with ASR Nederland N.V., which declared a 6.56% interest on 6 October 2008.
ING is a member of the bank syndicate which granted a syndicated bank loan in 2009. As part of this syndicated bank loan, financial transactions took place throughout the year with several banks, including ING. Such transactions were carried out subject to conditions customary for such transactions in this branch of industry. ASR Nederland N.V. is one of the Company's insurers.


Fixed remuneration - Shares in Nutreco

As provided in the Articles of Association, none of the Supervisory Board members receives a remuneration that is dependent on the financial performance of Nutreco. The Supervisory Board rules require members' individual shareholdings in the Company to serve for the sole purpose of long-term investment only.


Shares or other securities in Dutch listed companies other than Nutreco

The Supervisory Board rules contain regulations concerning ownership of and transactions in securities held by members of the Supervisory Board in Dutch listed companies other than Nutreco. Under the amended Code it is no longer required to notify any such transactions to the Company's Compliance Officer.


No loans or guarantees to Supervisory Board members

As a matter of policy, Nutreco does not extend any loans or guarantees to the members of the Supervisory Board.


Profile

A profile setting out the desired expertise and background of the Supervisory Board members is part of the Supervisory Board rules and was used in the process of selecting Supervisory Board members. The Supervisory Board strives to achieve diversity in terms of expertise, nationality and gender. When selecting a new candidate for the Supervisory Board, due regard will be paid to achieving gender diversity.