The General Meeting
NN Group strives for a modern corporate governance strategy that takes into account the interests of all its stakeholders, including shareholders.
Each share in the capital of NN Group gives entitlement to cast one vote. The voting rights can be exercised by the holder of the share. Shareholders who attend a General Meeting in person are allowed to cast votes at their own discretion on the number of shares equal to the number of shares that the shareholder holds on the relevant record date. Shareholders may also exercise their voting rights even if they do not attend a General Meeting, by granting a proxy to a third party who attends the General Meeting.
Appointment members of the Executive Board
As per 5 October 2015 NN Group voluntarily applie
d the full large company regime (volledig structuurregime) . Effective 29 May 2015, NN Group filed a declaration with the commercial register in which it stated to meet the requirements of paragraph 2 of clause 153 of book 2 of the Dutch Civil Code. As a result, and effective 29 May 2018, NN Group mandatorily applies the full large company regime. Under the full large company regime the members of the Executive Board are appointed by the Supervisory Board. Prior to appointing a member of the Executive Board, the Supervisory Board must notify the General Meeting of such intended appointment.
Under the full large company regime the Supervisory Board may suspend or remove an Executive Board member. However, the Supervisory Board is only entitled to remove a member of the Executive Board after consulting the General Meeting on the intended removal. Any suspension may be extended one or more times, but may not last longer than three months in aggregate. If, at the end of that period, no decision had been taken on termination of the suspension or on removal, the suspension will end.
Appointment members of the Supervisory Board
The members of the Supervisory Board are appointed by the General Meeting upon nomination of the Supervisory Board. The General Meeting and the Works Council may recommend candidates for nomination to the Supervisory Board. The Supervisory Board must simultaneously inform the General Meeting and the Works Council of the nomination. The nomination must state the reasons on which it is based. The Supervisory Board is required to nominate one-third of the Supervisory Board members on the enhanced recommendation (versterkt aanbevelingsrecht) of the Works Council. Unless the Supervisory Board objects to the recommendation on the grounds that the recommended candidate is not suitable to fulfil the duties of a member of the Supervisory Board or that the Supervisory Board will not be properly composed if the nominated candidate would be appointed, the Supervisory Board will nominate the candidate that was recommended by the Works Council.
The General Meeting may reject the nomination of a Supervisory Board member by an absolute majority of the votes cast by shareholders representing at least one-third of NN Group N.V.'s issued share capital. If the General Meeting resolves to reject the nomination by an absolute majority of the votes cast, but this majority does not represent at least one-third of NN Group N.V.’s issued share capital, a new meeting can be convened where the nomination can be rejected by an absolute majority of the votes cast, irrespective of the part of NN Group N.V.’s issued share capital represented. If the General Meeting resolves to reject the recommendation, the Supervisory Board will prepare a new nomination. If the General Meeting does not appoint the person nominated by the Supervisory Board, and does not resolve to reject the nomination, the Supervisory Board will appoint the person nominated.
The Supervisory Board must consist of at least three members, with the total number of members of the Supervisory Board determined by the Supervisory Board. Currently, the Supervisory Board consists of seven members, who are all independent within the meaning of best practice provision 2.1.8 of the Dutch Corporate Governance Code. The Works Council has exercised its enhanced recommendation right with respect to three members of the Supervisory Board.
The Supervisory Board may suspend a member of the Supervisory Board. The suspension will lapse by law if NN Group has not submitted a petition to the Commercial Division of the Amsterdam Court of Appeal (Ondernemingskamer van het Gerechtshof te Amsterdam) within one month after commencement of the suspension. The General Meeting can, by an absolute majority of votes cast, representing at least one-third of the issued share capital, resolve to abandon its trust (het vertrouwen opzeggen) in the entire Supervisory Board. A resolution to dismiss the Supervisory Board for lack of confidence cannot be adopted until the Executive Board has notified the Works Council of the proposal for the resolution and the reasons therefor. If the General Meeting dismisses the Supervisory Board members for lack of confidence, the Executive Board must request the Commercial Division of the Amsterdam Court of Appeal to temporarily appoint one or more Supervisory Board members.
The General Meeting has the right to adopt the annual accounts of NN Group.
NN Group Continuity Foundation
The role of NN Group Continuity Foundation (Stichting Continuïteit NN Group) is to ensure NN Group’s continuity. Should the continuity of NN Group be affected, NN Group Continuity Foundation can - provided that certain conditions are met - exercise a call option right, especially granted for this purpose, for as many cumulative preference shares equivalent to 50% of the nominal share capital minus one share (after dilution). This is the only protective measure maintained by NN Group.
NN Group Continuity Foundation has an independent board. The composition of the board of NN Group Continuity Foundation is as follows:
Mr. M.C. van Gelder (Chairman)
Mr. S. Perrick (Secretary)
Ms. K.T.V. Bergstein (Treasurer)
Investor relations and contacts with (potential) shareholders
NN Group N.V. has formulated a policy regarding communications with (potential) shareholders, to act in accordance with section 4.2.2 of the Dutch Corporate Governance Code. This policy was adopted by the Management Board of NN Group N.V. on 30 June 2014.