Duties and powers
Under the Articles of Association, the Supervisory Board consists of at least three members who are appointed by the General Meeting of Shareholders based on nominations of the Supervisory Board. The General Meeting of Shareholders and the Central Works Council can recommend candidates to the Supervisory Board for nomination as a Supervisory Board member. For one third of the seats, a person is placed on the nomination list of the Supervisory Board on the recommendation of the Central Works Council. In principle, a Supervisory Board member is appointed for at most three terms of four years, unless there are serious reasons for deviating from this rule. The remuneration of the members of the Supervisory Board is determined by the General Meeting of Shareholders and does not depend on the results of Macintosh Retail Group.
A Supervisory Board member retires by rotation no later than four years following his or her appointment. The rotation schedule is available on the website www.macintosh.nl. A Supervisory Board member can be suspended by the Supervisory Board, but only dismissed by the Enterprise Division of the Amsterdam Court of Appeal.
The Supervisory Board is responsible for supervising the policy of the Managing Board and the general affairs of Macintosh Retail Group and its business. The Supervisory Board advises the Managing Board. In performing their duties, the members of the Supervisory Board act in accordance with the Regulations of the Supervisory Board and in the interests of Macintosh Retail Group and its business, taking into consideration the interests of the company’s stakeholders. In doing so, it also takes into account the corporate social responsibility issues that are relevant to Macintosh Retail Group. The Supervisory Board is responsible for the quality of its own performance.
Each Supervisory Board member should be capable of assessing the broad outline of the overall policy. Each Supervisory Board member has the specific expertise and experience to perform his or her individual duty within the framework of the Supervisory Board’s profile. The composition of the Supervisory Board is such that the members are able to act independently and critically of one another, the Managing Board and any particular interests. The profile can be found on Macintosh Retail Group’s website.
Supervisory Board members are selected in such a way as to ensure a balanced composition in terms of nationality, gender, age, experience, expertise, personality and social background. Expertise is the decisive factor in the composition of the Supervisory Board, with diversity being secondary.
A Supervisory Board member is reappointed only after careful consideration, with the profile for appointments being taken into account.
The Supervisory Board appoints a Chairman and Deputy Chairman from its members. The Chairman is responsible for the proper functioning of the Supervisory Board and its committees and acts on behalf of the Supervisory Board as the main contact for the Managing Board and shareholders with respect to the performance of the members of the Managing Board and Supervisory Board. As Chairman, he or she ensures the orderly and efficient conduct of the General Meeting of Shareholders. The Chairman of the Supervisory Board is assisted in his or her role by the Company Secretary.
Despite the fact that the Supervisory Board currently consists of only four members and therefore, under the Corporate Governance Code, is not required to set up any committees, it has two permanent committees: the Audit Committee and the combined Remuneration & Appointment Committee. The function of these Committees is to facilitate the decision-making of the Supervisory Board. The activities of the two Committees do not relieve the Supervisory Board of its responsibilities and do not deprive it of any of its powers.
The Supervisory Board has drawn up Regulations covering the duties and composition of the Supervisory Board, its working practices and decision-making process, as well as its relationship with the Managing Board, shareholders, the Central Works Council and the external auditor. The Supervisory Board has also drawn up regulations for the Audit Committee and the Remuneration & Appointment Committee, which are also available on this website.