Ben Noteboom
Supervisory Board
The Supervisory Board is independent of the Board of Management and Executive Committee. It is responsible for overseeing and advising both bodies in fulfilling their management duties.
Responsibilities of the Supervisory Board
The Supervisory Board plays an essential role in the checks and balances of the company’s governance and management. It is involved in discussions about, and approves, major management decisions and strategy. Each financial year, a report is published detailing its activities and meetings. Acting in the interests of AkzoNobel and its stakeholders, the Supervisory Board is also responsible for monitoring the Board of Management and the Executive Committee, as well as for setting the company’s business direction.
This includes:
Achieving our operational and financial objectives
Our corporate strategy and risks inherent in our business activities
The structure and operation of our internal risk management and control systems
The main financial parameters and financial reporting process
Compliance with applicable laws and regulations.
The Supervisory Board profile and the Supervisory Board skills matrix together provide a foundation for the Nomination Committee in its review of the skills required on the Supervisory Board, the identification of gaps and the development of criteria for proposed nominations. In turn they provide a guideline for nominations and recommendations to the shareholders.
The Supervisory Board is set up to ensure it can fully carry out its responsibilities and duties to the company, the shareholders and other stakeholders. Its balanced and diverse composition reflects the nature and diversity of the company’s businesses, their international spread and the need for expertise in such fields as finance, economics, international business, general and strategic management, employment/industrial relations, risk management, IT, commercial management, business to business sales, research and development, manufacturing, government and public administration, and law.
Diversity criteria include gender, nationality, age, expertise, independence and experience.
The Supervisory Board’s policy is to ensure its composition reflects both the company’s markets and wider society.
Under Dutch law, the Supervisory Board must be independent of both the Board of Management and Executive Committee. This means members may not additionally sit on either body; nor can they be company employees. Each member must be able to act critically and independently and should not represent the interests of any particular stakeholder.
Supervisory Board members must ensure they do not hold other similar or non-executive positions exceeding the maximum number set by law and generally accepted governance principles. Each member is responsible for properly discharging their duties and must exhibit the qualities reflected in the board’s skills matrix.
AkzoNobel’s auditor independence rules play an important role.
The company’s rules on auditor independence provide a framework for decision-making on the services the External Auditor (PricewaterhouseCoopers) is entitled and not entitled to provide. It also establishes the role and responsibilities of the audit committee in this process.
The rules were revised on August 21, 2023.
The Nomination Committee members are Ben Noteboom, Dr. Pamela Kirby, Dick Sluimers and Hans Van Bylen.
The committee chooses, recommends and nominates candidates for both the Board of Management and Supervisory Board.
It reports to the Supervisory Board and is responsible for:
- Drawing up selection criteria and appointment procedures for Supervisory Board and Board of Management members
- Consulting with the CEO and Board of Management on candidates for the Supervisory Board, Board of Management and/or Executive Committee
- Advising priority shareholders about candidates who will be proposed for appointment at the general meeting of shareholders
The nomination committee’s tasks and responsibilities are laid out in its charter, which forms part of the Supervisory Board’s rules of procedure.
The Remuneration Committee members are Dick Sluimers, Ben Noteboom, Dr. Pamela Kirby and Hans Van Bylen.
The committee is responsible for preparing and adopting our remuneration policies. Reporting to the Supervisory Board, its key duties include:
- Preparing remuneration policy proposals
- Proposing remuneration levels for individual Board of Management and/or Executive Committee members
The committee’s tasks and responsibilities are laid out in full in its charter, which forms part of the Supervisory Board’s rules of procedure.
The Audit Committee is comprised of Byron Grote, Jolanda Poots-Bijl, Patrick Thomas and Ester Baiget.
The committee helps the Supervisory Board oversee the company’s quality and integrity in accounting, reporting, risk management and internal control practices. It also monitors compliance with legal and regulatory requirements, internal audit performance, and the external auditor’s qualifications, performance and independence.
The audit committee plays an active role in reviewing the company’s sustainability performance, as well as assessing the quality and integrity of how this is reported.
It also handles and records audits and investigations into complaints about financial reporting, internal risk management or control systems and misconduct reported via AkzoNobel’s SpeakUp! policy.
