Vion Holding N.V. is a public limited liability company under Dutch law with its registered office in Best, the Netherlands. Vion is exempted from applying the Dutch legal regime for large companies, the so-called large company regime (structuurregime), because Vion is an international holding company.
Vion has a two-tier board. The management board is responsible for managing the company. It is supervised and advised by the supervisory board. Both boards are accountable to Vion’s general meeting of shareholders. The management board is supported by the executive committee.
Vion’s corporate governance consists of rules based on Dutch legislation, its articles of association, the Dutch Corporate Governance Code, and Vion’s own code of conduct.
Stichting Administratiekantoor SBT (SBT) is the sole shareholder of the company. SBT has issued depositary receipts for its shares in the company. The depositary receipts have been issued without cooperation of the company. All depositary receipts are held by Noordbrabantse Christelijke Boerenbond, Rooms-Katholieke Vereniging van Boeren en Tuinders-Ontwikkeling (NCB-Ontwikkeling). The board of SBT consists of five members. According to the articles of association of SBT three out of five board members are appointed by NCB-Ontwikkeling. The other two board members are also appointed by NCB-Ontwikkeling as holder of all depositary receipts. At this moment one board member of SBT is also member of the board of NCB-Ontwikkeling. NCB-Ontwikkeling is related to Zuidelijke Land- en Tuinbouworganisatie (ZLTO), mainly because the board of NCB-Ontwikkeling consists of the same members as the board of ZLTO and the members of NCB-Ontwikkeling are also member of ZLTO. ZLTO is an association for entrepreneurs working in agricultural sectors and has approximately 15,000 members in Noord Brabant, Zeeland and the southern part of Gelderland. NCB-Ontwikkeling acts as the investment fund of ZLTO.
Dutch Corporate Governance Code
On 8 December 2016 the revised Dutch Corporate Governance Code (the Code) was published. The revised Code applies as of the financial year 2017. Because Vion is not listed on a stock exchange, applying the Code is not mandatory. Vion applies the Code nevertheless because it provides a sound and transparent system of checks and balances within a company to regulate relations between the management board, the supervisory board and the general meeting of shareholders that contributes to confidence in the good and responsible management of companies and their integration into society.
In accordance with the Code’s “comply or explain” principle Vion deviates from the Code’s principles and best practice provisions in a number of instances. Generally speaking, this is the case where the provisions are not compatible with its legal structure and the nature of its business or are specifically written for listed companies with a widespread ownership.
The required changes as a result of the revised Code have been made in amongst others the rules of procedure of the management board, the supervisory board, the audit committee and the remuneration, selection and appointment committee.
More information about corporate governance can be found in our annual report.