VION Holding N.V. is an unlisted, Dutch public limited company whose registered office is in Best, the Netherlands. The company is managed by an Executive Board, which is supervised by an independent Supervisory Board.
The General Meeting of Shareholders has far-reaching powers. The company has one shareholder, NCB Ontwikkeling, which is closely affiliated with the Zuidelijke Land- en Tuinbouworganisatie (ZLTO).
To safeguard the continuity of the company, the shareholder has transferred the shares and, as a result, control to a Trust Foundation. The Trust Board is composed partly of members outside the shareholder’s circle and these board members can veto certain important decisions.
Both the company and the shareholder attach great value to the principles of proper business governance. The Executive Board is of the opinion that the contents of the Dutch Corporate Governance Code have been complied with, except for some provisions on publishing the regulations and/or the remuneration report of the Supervisory Board, and a report on the activities of the Trust Foundation. In view of the company’s structure, such formalisation is not considered relevant.
Employee representation has been organised as is customary or required locally.
In the Netherlands, Ingredients (VION Ingredients Nederland (Holding) B.V.), Food (VION Food Nederland (Holding) B.V.), Frozen Vegetables (Oerlemans Foods Nederland B.V.), Banner (Banner Pharmacaps Europe B.V.), VION Head Office B.V. and VION ICT Services B.V. each have their own employee representation bodies, which are in turn represented on VION Nederland B.V.’s Central Works Council. Employee representation abroad is implemented as required in the countries in question.
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