Governance


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The General Meeting of Shareholders held in 2010 discussed the way in which Macintosh Retail Group complies with the Dutch Corporate Governance Code. During that Meeting, Macintosh Retail Group explained why it chose to interpret the following two provisions differently:
II.1.1: The employment contracts with the current members of the Managing Board have been concluded for an indefinite period of time instead of consecutive four-year periods. New members of the Managing Board will be appointed under a mandate for consecutive four-year periods, unless there are exceptional reasons for deviating from this rule.
II.2.8: Macintosh Retail Group will not cap the maximum severance pay of current Managing Board members who are dismissed. If severance pay is awarded, a member of the Managing Board will not be rewarded for poor performance. However, contracts of new members of the Managing Board will in principle include maximum compensation equalling one year’s fixed remuneration.

 

The composition of the Supervisory Board changed in 2013 with the appointment of three new supervisory directors. This has also led to a change in the composition of the Supervisory Board’s committees. Because of his professional background, Mr Lindelauf was appointed Chairman of the Remuneration and Appointment Committee. This is in derogation of provision III.5.11 of the Dutch Corporate Governance Code since Mr Lindelauf is an executive director of another listed company.
Macintosh Retail Group is in full compliance with the Code on the basis of the “comply or explain” principle.

The Managing Board and the Supervisory Board will continue to take responsibility for corporate governance at Macintosh Retail Group. Any major changes to its structure and to compliance with the Code will be submitted for discussion to the General Meeting of Shareholders as separate agenda items.

 

Macintosh Retail Group’s corporate governance structure, including the performance of the General Meeting of Shareholders and its principal powers, the rules for appointing and replacing members of the Managing Board and Supervisory Board, the rules for amending the Articles of Association and the powers granted in the event of the issue or repurchase of shares, as well as a description of how Macintosh Retail Group complies with the Corporate Governance Code are set out in detail on this website.

 

Compliance with provisions of Corporate Governance Code
An overview of the manner in which Macintosh Retail Group complies with specific provisions of the Corporate Governance Code is published in the document you can find by clicking here.

 

If you have any questions or comments on the corporate governance policy of Macintosh Retail Group, please contact the Company Secretary, Mr P.T.A. Hünen, on +31 (0)43 3280728 or by email: p.hunen@macintosh.nl.

The Company Secretary is also the Compliance Officer.