Corporate Governance Code
The Supervisory Board and the Management Board subscribe to the principles for good corporate governance as laid down in the Dutch Corporate Governance Code.
In the document in the 'Downloads' section the best practice provisions from the code Tabaksblat are described. We stated per best practice provision if Beter Bed Holding fulfils this provision. In case we do not or only partly fulfil a provision, you will find a motivation in the last column.
The notes included in this chapter relate to the Corporate Governance Code amended by the Dutch Corporate Governance Monitoring Committee in December 2008. As per usual, Corporate Governance will be included as a separate agenda item at the Annual General Meeting of Shareholders to be held on 28 April 2011.
The company complies with all best practice provisions with the exception of the best practice provisions mentioned in this section. Where applicable, the reasons for not complying or not fully complying with a best practice provision are explained. In addition, details are provided for a number of best practice provisions regarding their application within the company.
Best practice II.2.3.
The components included in this best practice will be incorporated into the option programme that is in operation within the company.
Best practice II.2.4.
The granting of options shall be at the discretion of the Supervisory Board. For the options to be granted from 2012 onward, this best practice will be complied with, subject to the following comments. Options provided up to and including in 2011 can be exercised earlier than after three years, provided that the profit target has been achieved. If a Management Board member is not eligible for reappointment at the conclusion of a first appointment period, his or her options may be exercised up to three months following termination of employment. Furthermore, options can be exercised without any special restrictions should an offer for all the shares of the company be fulfilled.
Best practice II.2.8.
The contract of employment with the Management Board member does not allow for the possibility of raising the maximum amount equal to one annual salary if dismissal during the first appointment period should appear to be unreasonable.
Best practice II.2.10.
The company shall apply this best practice rule as follows. Variable remuneration may be awarded according to the evaluation and (partially) at the discretion of the Supervisory Board. This is maximised at 60% of the gross fixed annual salary; 30% will be related to the targets set periodically by the Supervisory Board; the remaining 30% will be paid entirely at the discretion of the Supervisory Board. The Supervisory Board can, at its discretion and only in the event of special circumstances, decide to adjust the variable remuneration.
Best practice II.2.11.
The clause included in this best practice has not been implemented by the company. Please refer to the comment on best practice provision II.2.10.
Best practice III.4.3.
The position of Secretary of the company will be fulfilled by an employee of the company, currently the Finance Director.
Best practice III.5.14.
The Selection and Appointment Committee will be formed by the entire Supervisory Board in view of the company’s size.
The best practice provisions in section III.8. ‘one-tier management structure’ and section IV.2. ‘certification of shares’ do not apply to the company.
Best practice IV.3.1.
Webcasting will not be used to broadcast analysts’ meetings and other meetings for the time being due to cost considerations. The dates of the meetings with analysts will be published on the website in advance and the presentation will be made available on the website following the meeting.
The best practice provisions in section V.3. ‘internal audit function’ do not apply to the company because the company does not have an internal audit function due to its size.