GrandVision fully endorses the core principles of the 2016 Dutch Corporate Governance Code, and adheres to its best practices as closely as possible. You can find the latest Dutch Corporate Governance Code online at MCCG.nl. GrandVision fully complies with the Code, with the exception of the following provisions:
Best-practice provision 2.1.6: The Corporate Governance statement should explain the diversity policy and the way that it is implemented in practice, addressing: i. the policy objectives; ii. how the policy has been implemented; and iii. the results of the policy in the past financial year. If the composition of the Management Board and the Supervisory Board diverges from the targets stipulated in the company’s diversity policy and/or the statutory target for the male/female ratio, if and to the extent that this is provided under or pursuant to the law, the current state of affairs should be outlined in the Corporate Governance Statement, along with an explanation as to which measures are being taken to attain the intended target, and by when this is likely to be achieved.
GrandVision created a diversity policy but has made insufficient progress in implementing its diversity policy in a timely fashion. The topic of diversity will remain on the agenda of the Supervisory Board and its Nomination Committee for the coming years.
Best-practice provision 2.3.4: The Remuneration Committee may not be chaired by the Chairman of the Supervisory Board or by a former member of the Management Board of GrandVision and more than half of the members of the committee should be independent within the meaning of best-practice provision 2.1.8.
Mel Groot is Chairman of the Remuneration Committee and not to be considered independent in the meaning of best-practice provision 2.1.8. This situation will be allowed to continue in light of Groot’s extensive knowledge and experience and as the other members of the Remuneration Committee are also restricted from holding the chairmanship by the provision of the Code.
Corporate Governance Statement
The 1996 Dutch Corporate Governance Code requires companies to publish a statement concerning their approach to corporate governance and compliance with the Code. This is referred to in article 2a of the Decree on additional requirements for annual reports 'Vaststellingsbesluit nadere voorschriften inhoud jaarverslag' last amended on 1 January, 2010 (the Decree). You can find the information required to be included in this Corporate Governance Statement as described in articles 3, 3a and 3b of the Decree, which are incorporated and repeated here by reference, in this chapter of the Annual Report.