Annual Report 2019

Supervisory Board committees

Audit Committee

Mel Groot; Peter Bolliger (Chairman)

The Audit Committee met five times in 2019 according to its fixed schedule. All members attended the meetings, including the CFO, internal auditor, external auditor PwC and the company secretary. The CEO participated in two meetings. During the February 2019 meeting, the Audit Committee reviewed the draft 2018 Annual Accounts. Key items on the agenda were the auditor’s 2018 report and GrandVision’s ongoing commitment to strong internal controls. The external auditor did not identify any material weakness in internal controls. Nevertheless, the internal and external auditors both made a number of recommendations. The Management Board agreed with both auditors’ comments and made follow-up plans.

The Audit Committee held additional meetings in 2019. They discussed several topics including internal controls, internal audit, tax, financial reporting and risk management. And since May 2019, Mel Groot has been active in his role as the financial expert.

There were also some appointment changes in the Audit Committee in 2019. Peter Bolliger became Chairman of the Audit Committee. Mel Groot joined the Audit Committee as a member after Willem Eelman resigned from the Supervisory Board and has assumed the role of GrandVision CFO.

Remuneration Committee

Cornelis van der Graaf; Mel Groot (Chairman)

In 2019, the Remuneration Committee held three ordinary meetings, according to its fixed schedule, and a number of extraordinary meetings. The meetings were fully attended. In the February meeting, they discussed 2018 achievements and recommended GrandVision senior management bonuses. In April, the Remuneration Committee discussed the Long Term Incentive Plan vesting for 2019 and the new allocations for 2019. December's meeting focus was on salary reviews for senior management and bonus objectives for 2019, which were discussed and proposed for approval to the Supervisory Board. The Remuneration Committee also addressed the amendment of the Remuneration Policy 2019, which was approved at the EGM on 4 November, 2019.

Nomination Committee

Cornelis van der Graaf; Mel Groot (Chairman)

In 2019, the Nomination Committee met three times according to its fixed schedule, in addition to numerous informal meetings throughout the year. All members attended all meetings. The Committee discussed GrandVision’s nomination procedures for the Supervisory and Management Boards, and confirmed these were systematically followed. They also paid special attention to the succession of Paulo de Castro as CFO of GrandVision and the desire to create gender diversity in the Supervisory Board. In addition, the Nomination Committee reviewed the structure, profile and succession planning for both the Supervisory and Management Boards.