The Supervisory Board supervises the policy of the Managing Board and the general course of events in the company and the business connected with it, and assists the Managing Board by providing advice. In performing their duties, the members of the Supervisory Board are guided by the interests of the company and the undertaking connected with it and makes a balanced assessment of the interests of the stakeholders. The Supervisory Boards of ABN AMRO Group N.V. and ABN AMRO Bank N.V. are identically composed.
The Supervisory Board members
Supervisory Board members are appointed by the General Meeting upon nomination by the Supervisory Board. The Supervisory Board in principal must nominate candidates recommended by the Employee Council (being ABN AMRO’s central works council) for one-third of the Supervisory Board members. The General Meeting can only withdraw confidence in full Supervisory Board but not dismiss individual members.
After their initial four-year terms, members of the Supervisory Board can be re-appointed twice. Any prospective member or re-appointee is required to meet the criteria as set out in the profile for the Supervisory Board, which is included in the Rules of Procedure of the Supervisory Board (PDF 393 KB) (unofficial translation).
ABN AMRO and NLFI have agreed in the Relationship Agreement (PDF 5 MB) that, as long as NLFI directly or indirectly holds 10% or more of ABN AMRO Group’s issued share capital, it shall be given the opportunity to advise on the appointment of the chairman of the Supervisory Board by the Supervisory Board. Until that moment, the adoption of and any amendment to the profile for the Supervisory Board is subject to prior approval of NLFI.
Governance of Supervisory Board
The Rules of Procedure of the Supervisory Board (PDF 393 KB) (unofficial translation) provide for rules regarding the Supervisory Board’s functioning and internal organisation, the profile for the Supervisory Board and rules governing the committees of the Supervisory Board.
The Resignation schedule of the Supervisory Board (PDF 43 KB) (unofficial translation) provides for information on the date of appointment, reappointment, appointment period and final date of resignation.
The Supervisory Board has installed three committees:
The Audit Committee is tasked with the direct supervision of all matters relating to financial reporting and controlling. In doing so, it is responsible for supervising (and advising the complete Supervisory Board) in respect of, amongst other things, (i) the assessment of the principles of valuation and determination of results for the financial statements, (ii) internal control and financial reporting functions, (iii) internal and external audit, (iv) risk assessment of issues that could impact the financial reporting, (v) compliance with applicable laws and regulations, (vi) mediation between internal or external auditors and/or management, and (vii) reporting to the Supervisory Board.
The committee is composed of Tjalling Tiemstra (Chair), Arjen Dorland, Jurgen Stegmann and Olga Zoutendijk.
Remuneration, Selection and Nomination Committee
The Remuneration, Selection & Nomination Committee is responsible for supervising (and advising the complete Supervisory Board) with regard to, amongst other things, (i) remuneration policies and execution thereof for members of the Managing Board, the Supervisory Board and selected members of senior management, (ii) the selection, appointments and reappointments regarding the Supervisory Board and the Managing Board, (iii) succession plans of the Supervisory Board and the Managing Board, (iv) the knowledge, skills, experience, performance, size, composition and profile of both boards, (v) the performance of the members of both boards, and (vi) reporting on the execution of the remuneration policies through a remuneration report.
The committee is composed of Steven ten Have (Chair), Arjen Dorland, Frederieke Leeflang, Annemieke Roobeek and Olga Zoutendijk.
Risk and Capital Committee
The Risk & Capital Committee is responsible for supervising (and advising the complete Supervisory Board) with respect to, amongst other things, (i) risk management and risk control (including pricing policies), (ii) compliance, (iii) the allocation of capital and liquidity, (iv) the bank’s risk appetite, (v) compliance with applicable laws and regulations (including codes of conduct and internal procedures), (vi) risk awareness within the bank, (vii) sound remuneration policies and practices in light of risk, capital, liquidity and expected earnings, (viii) proposing corrective and/or disciplinary measures against members of the Managing Board in the event of breach of applicable laws and regulations, and (ix) periodic review of the Group’s actual risk profile.
The committee is composed of Jurgen Stegmann (Chair), Arjen Dorland, Annemieke Roobeek, Tjalling Tiemstra and Olga Zoutendijk.