Annual Report 2019

Supervisory Board activities

In 2019, the Supervisory Board held seven ordinary and six extraordinary meetings. One of the extraordinary meetings was dedicated to our CFO succession. Five extraordinary meetings dealt with the EssilorLuxottica transaction. Our Management Board and company secretary were present at every meeting and all members of the Supervisory Board attended in person or by video conference. Mel Groot did not attend the five extraordinary meetings that dealt with the EssilorLuxottica transaction. One of the Board’s priorities is strategic development, and it fully dedicated an extended meeting to plan GrandVision’s long-term value creation strategy.

In between meetings, Kees van der Graaf, Chairman of the Supervisory Board and Stephan Borchert, CEO of GrandVision, maintained regular contact and held several meetings in 2019. The chairman acts as the first point-of-contact within the Supervisory Board for the CEO, and they discuss topical issues and general GrandVision matters.

At least once a year, the chairman holds individual meetings with each Management Board member. Last year, the Supervisory Board mainly discussed documents and presentations prepared by the Management Board and GrandVision’s management team.

The Management Board provided the Supervisory Board with updates on recurring topics in meetings, including:

  • GrandVision news
  • Financial performance
  • Internal risk management and control processes
  • Developments in markets where GrandVision operates
  • Business projects
  • Acquisition opportunities

In February 2019, PricewaterhouseCoopers Accountants N.V. (PwC), GrandVision’s auditor, participated in a Supervisory Board meeting. They discussed the 2018 financial statements, external auditor’s report and the findings summarized in the management letter. The auditor’s recommendations in the letter and Board report were both related to improving opportunities such as our global ERP system roll-out, additional recommendations for certain countries, and reviewing the payment process. While no material weaknesses in internal controls were identified, the external auditor offered several recommendations. The Management Board agreed with to them and made follow-up plans. After reviewing the auditor’s unqualified opinion, GrandVision’s 2018 financial statements were endorsed by all Supervisory Board members.

Before the quarterly reports were published, the Supervisory Board held indepth discussions with the Management Board about the results and related documents, such as reviewing the press release draft. At the December 2019 meeting, the Supervisory Board discussed the 2020 plan and financial budget. They also challenged the sustainable growth and financial objectives set by the Management Board. After a productive discussion, the Supervisory Board unanimously approved the proposed 2020 financial budget.