RAI Holding B.V. is a private limited company in accordance with Dutch law. Shares in the company are held by the RAI Association and the City of Amsterdam. The governance structure is based on Book 2 of the Dutch Civil Code, the statutes of RAI Holding B.V. and various internal regulations. The governance structure of RAI Holding B.V. includes a general meeting, Supervisory Board, Executive Board and works council.
RAI Holding B.V. is a holding company. The companies that are part of RAI Holding B.V. are listed in the ‘General’ section of the Financial Statement under ‘Principles of consolidation’. Wherever this annual report states ‘RAI Amsterdam’ it refers to RAI Holding B.V. and all its group companies. Group companies are participations in which RAI Holding B.V. plays a policy-deciding role.
RAI Holding B.V. and its group companies
The most recent statutes of RAI Holding B.V. are dated 18 July 2008. The latest statutes of subsidiary RAI Amsterdam B.V. are dated 2 June 2015. The modification of the statutes in the financial year was related to the change from Amsterdam RAI B.V. to RAI Amsterdam B.V.
name change; modified statutes published on website
The Executive Board and Supervisory Board recognise the Dutch Corporate Governance code as determined by the Corporate Governance Code Monitoring Committee in 2008 and implemented on 1 January 2009. They apply the principles and best practice definitions therein, insofar as they apply to RAI Holding B.V. In some cases the principles and best practice definitions do not apply because RAI Holding B.V. is not quoted on the stock exchange and only has two shareholders.
Nonetheless, the code is fully recognised and applied where applicable. Any substantial change to the corporate governance structure of RAI Holding B.V. and compliance with the code will be presented to the General Meeting as a separate agenda item.
code fully recognised and applied where applicable
The following recommendations from the code are not applied (in full):
- Publication of notes on general remuneration on website
The provision that the written notes with a proposal for the approval or authorisation by the General Meeting be placed on the company’s website has not been applied due to the fact that the company only has two shareholders;
Publication of policy for bilateral contacts with the shareholders on website
The provision that the company formulate an outline policy regarding bilateral contacts with the shareholders and publish this policy on the website has not been applied due to the fact that the company only has two shareholders.
The Supervisory Board regulations were re-determined on 22 September 2015. They are based on Article 16, section 4 of the company statutes and serve as a supplement to the regulations and instructions that apply to the Supervisory Board in accordance with Dutch legislation and company statutes. The task division of the Supervisory Board and its working methods are included in the regulations. The Supervisory Board regulations are published on the website of RAI Amsterdam (www.rai.nl).
Supervisory Board regulations detail application of Dutch Corporate Governance Code
The task of the Supervisory Board is supervising the policy of the Executive Board and the general course of affairs within the company and the associated companies. In addition, the Supervisory Board acts as employer to the Executive Board and assists it with advice. In fulfilling its duties, the Supervisory Board is focused on the interests of the company and the associated companies, taking into account the relevant interests of all those involved in the company. The Supervisory Board is also responsible for the quality of its own activities.
supervising and realising employer and consultancy role
RAI Amsterdam has a Supervisory Board consisting of five people. Members of the Supervisory Board can be appointed for a maximum of three consecutive terms of four years each. A member must leave the Board at the latest on the occasion of the first general meeting after his or her last term has ended.
five members, three four-year terms at most
The profile is related to the composition of the Supervisory Board. It is discussed at the general meeting and with the works council whenever there are any changes. The profile is published on the website of RAI Amsterdam (www.rai.nl).
profile and composition
The Supervisory Board is composed in such a way that, in accordance with the governance code, its members can function independently and critically with regard to other members, the Executive Board and any other partial interest. Each Supervisory Board member should be able to evaluate the outlines of the total policy. Additionally, all members have a specific expertise and related competences required for fulfilling their duties. The Supervisory Board aims to be composed in such a way that continuity is guaranteed and membership well-balanced with regard to the age, experience and male/female ratio.
independent and critical functioning
As the Supervisory Board in its complete configuration has more than four members, there are three core committees (in accordance with the regulations), namely an Audit Committee, Remuneration Committee and Selection and Appointment Committee. The committees are established and composed by the Supervisory Board. The (full) Supervisory Board remains responsible for all decisions, whether or not they were prepared by one of the committees. The regulations of the committees are published on the website of RAI Amsterdam (www.rai.nl). The composition of the committees is indicated in the Statement of the Supervisory Board, under ‘Committee reports’.
The step-down roster was determined based on Article 6, section 2 of the Supervisory Board regulations. A Supervisory Board member will step down at the latest at the first General Meeting held four years since his or her last (re)appointment as Supervisory Board member. The roster is included below and continuously published on the RAI Amsterdam website (www.rai.nl).
maximum of three four-year terms
Maximum of three terms
|Name||Date of first appointment||Current term||Upcoming proposal for stepping down or (re)appointment: first General Meeting after:||Final date for stepping down: first General Meeting after:|
|R.H. (Roelf) de Boer||23/04/2015||1st||23/04/2019||23/04/2027|
|A.M.H. (Annemarie) van Gaal||15/09/2015||1st||15/09/2019||15/09/2027|
|J.W.Th. (John) van der Steen||07/04/2011||2nd||07/04/2019||07/04/2023|
After appointment, every member of the Supervisory Board follows an introductory programme developed and financed by RAI Amsterdam which focuses on general financial and legal affairs, financial reporting by the company, specific aspects of RAI Amsterdam and its business activities, and the responsibilities of the Supervisory Board.
introductory programme for new Supervisory Board members
Once a year, the Supervisory Board also discusses any desirable/required (additional) education during the terms of the individual members.
supplementary education and training
See notice in the statement from the Supervisory Board.
The Supervisory Board members were not provided with shares and/or options or similar rights for obtaining shares in the capital of the company, nor did they acquire any loans and/or securities. The remuneration is described in the financial statement under ‘information on the consolidated financial statement.
no personal loans and/or securities provided to Supervisory Board members
The regulations for the Executive Board were last changed on 25 June 2014. They are based on Article 13, section 3 of the company statutes and serve as a supplement to the regulations and instructions that apply to the Supervisory Board in accordance with Dutch legislation and company statutes. The task of the Executive Board and its working methods are included in the regulations with which the Executive Board aims to comply with the Dutch Corporate Governance Code. The Executive Board regulations are published on the RAI Amsterdam website (www.rai.nl).
Executive Board regulations supplement Dutch Corporate Governance Code
Executive Board members are, in principle, appointed for a period of a maximum of four years. They can be reappointed for another period of four years at most.
appointment for two four-year terms
See notice in the statement from the Supervisory Board.
The Executive Board members do not receive any shares and/or options or similar rights for obtaining shares in the capital of the company, nor did they acquire any loans and/or securities. The remuneration is indicated in the financial statement (statement under ‘information on the consolidated financial statement).
no shares, options, loans or securities provided
RAI Amsterdam is aware of its social role and the resulting responsibilities towards all parties. The actions of RAI Amsterdam and its employees are founded on the core values and business principles formulated by RAI Amsterdam. The Code of Conduct provides clarity by describing standards related to the actions of everyone who represents RAI Amsterdam. The instructions given by the code of conduct are unconditional and not influenced by financial goals. The Code of Conduct was implemented on 1 September 2006 and is published on the RAI Amsterdam website (www.rai.nl).
The whistleblower scheme determines how employees can report suspected violations to their employer. The scheme details the procedure to be taken by the employer and determines that employees who report suspected violations and who act in accordance with the provisions and in good faith will not be put at any disadvantage in their position as a result of any report. The whistleblower scheme was implemented on 1 September 2006 and is published on the RAI Amsterdam website (www.rai.nl).
procedure for reporting suspected violations