Management structure

Two tier board

TMG has a so-called “two tier board” formed by the Supervisory Board and the Executive Board.

Supervisory Board

Members of the Supervisory Board will be appointed by the General Meeting of Shareholders on the recommendation of the Supervisory Board. The General Meeting of Shareholders and the Works Council can recommend persons for nomination to the Supervisory Board. The Central Works Council has a so-called strengthened right of recommendation for one third of the members on the Supervisory Board.

The Supervisory Board is charged with monitoring policy, organization structure and advising the Executive Board.

The board consists of at least three natural persons who are appointed on the recommendation of the Supervisory Board by the General Meeting of Shareholders. The recommendation is based on a public profile drawn up by the board regarding size and composition. The nature of the company, its activities and desired expertise and background of the members of the Supervisory Board are also taken into account. With respect to a third of the members, the Supervisory Board appoints a person recommended by the Central Works Council, unless the Supervisory Board has an objection to the recommendation pursuant to legislative provisions.

The board currently consists of five seats.

Executive Board

TMG N.V.’s Executive Board is appointed by the Supervisory Board. The General Meeting of Shareholders is informed of any planned appointments. The Supervisory Board may not dismiss a director before the General Meeting of Shareholders has been informed of the planned dismissal and the member of the Executive Board has been given the opportunity to defend himself before the general meeting.

Pursuant to the provisions of the statutes, the Executive Board is charged with managing the company and is responsible for TMG’s mission, vision and strategy as well as for the implementation thereof and the (financial) results. The Executive Board may consist of one or more directors. The number of members is established by the holders of priority shares. In the current composition, the Executive Board is formed by two directors: chairman (CEO) and financial director (CFO).

Remuneration Policy for Executive Board and Supervisory Board members

30 Mar
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