Governance structure
Transparency of governance, robust supervision by the Supervisory Board, a sound internal control structure and independence of the external auditor are principles that we fully uphold and apply. We have embedded these cornerstones in our corporate structure as follows.
Management Board under the Articles of Association
The members of the Management Board bear ultimately responsibility for the Company's strategic course and its operations management. The boards of Ordina Netherlands, Ordina Belgium and the subsidiaries report directly to the Management Board. Besides bearing primary responsibility for mapping out Ordina Group's strategic course and its execution by the divisions that report to them, the members of the Management Board are also responsible for the acquisition policy, managing relationships with strategic clients, the financial situation, external relations, Investor Relations, Human Resources Management (HRM) and management development.
The two members of the Management Board under the Articles of Association of Ordina N.V. are Ronald Kasteel (CEO) and Hans den Hartog (CFO). Ronald Kasteel (1962) became a member of the Management Board in 1996 and was appointed Chairman and CEO in September 1999. Ronald is responsible for Investor Relations, Human Resource Management (HRM) and Corporate Communication as well as for general corporate affairs. He has worked at Ordina since 1988, holding various positions within the Company prior to his appointment to the Management Board.
Hans den Hartog (1967) is the CFO. He is responsible for all financial matters, including Finance & Control, legal affairs and tax and stock exchange issues. Upon his appointment to the Management Board in January 1999, Hans had been working for Ordina for several years. Prior to joining Ordina in 1996, he was employed by Coopers & Lybrand. Hans will step down from his post as Ordina's CFO with effect from 31 March 2010. His successor will be Bart de Jong, whose appointment as a director under the Articles of Association will be an agenda item at the upcoming Annual General Meeting of Shareholders. Bart has worked as Finance Director at Ordina Netherlands, the Group's largest subsidiary, since May 2009. Before joining Ordina, Bart worked at KPN and USG People.
Supervisory Board
The Supervisory Board’s primary responsibility is to supervise the Company’s management, both from a strategic and operational perspective. The Supervisory Board’s rules of procedure are posted on our website. They set out a division of duties, detail the Board’s working procedures and describe how the Supervisory Board should interact with the Ordina’s Management Board under the Articles of Association, the General Meeting of Shareholders, the independent external auditor and the Works Council.
The composition of the Supervisory Board of Ordina N.V. is based on a profile published on our website. One of the key elements of the profile is that, in view of its limited number of members, the Supervisory Board bears collective responsibility for the supervisory function and should have a diverse composition. Within this scope, the members of the Supervisory Board satisfy one or more of the following expertise or experience requirements: general management experience, financial expertise and experience in and/or knowledge of the IT market and developments in that market.
Members of the Supervisory Board
f.l.t.r. E.P. de Boer, R.J. van de Kraats, P.G. Boumeester and C.J. de Swart
| Name | Mr C.J. (Carlo) de Swart (1941) |
|---|---|
| Nationality | dutch |
| Date of appointment | 14 May 2003 |
| Date of reappointment | 9 May 2007 due to retire in 2011 |
| Other supervisory directorships | Stadion Feyenoord N.V. DAF Trucks N.V. Wealth Management Partners N.V. |
| Other relevant posts | Stichting Administratiekantoor Heijmans N.V., Chairman of the Board Hogeschool Rotterdam, Chairman of the Advisory Board Stichting Contractspelersfonds KNVB, member of the Board |
| Number of shares in Ordina N.V. | - |
| Number of options in Ordina N.V. | - |
| Name | Mr R.J. (Robert-Jan) van de Kraats (1960) |
| Job title | CFO and Vice-Chairman of the Executive Board, Randstad Holding N.V. |
| Nationality | dutch |
| Date of appointment | 12 May 2004 |
| Date of reappointment | 14 May 2008 due to retire in 2012 |
| Other supervisory directorships | SNS Reaal N.V. |
| Number of shares in Ordina N.V. | - |
| Number of options in Ordina N.V. | - |
| Name | Mr E.P. (Erry) de Boer (1950) |
| Nationality | dutch |
| Date of appointment | 30 September 1999 |
| Date of reappointment | 14 May 2003 |
| Date of reappointment | 9 May 2007 due to retire in 2010 |
| Other supervisory directorships | Todlin N.V. |
| Number of shares in Ordina N.V. | 124,761 |
| Number of options in Ordina N.V. | - |
| Name | Ms P.G. (Pamela) Boumeester (1958) |
| Nationality | dutch |
| Date of appointment | 6 May 2009 |
| Date of (possible) reappointment | 2013 due to retire in 2017 |
| Other supervisory directorships | Delta Lloyd N.V. Persgroep Nederland |
| Other relevant posts | Informatie Beheer Groep, Chairman of the Advisory Board Twente School of Management, Chairman of the Advisory Board Reinier de Graaf Groep, member of the Advisory Board Utrecht development board, member |
| Number of shares in Ordina N.V. | - |
| Number of options in Ordina N.V. | - |
Employee participation
After the elections of November 2008, the Works Council of Ordina Netherlands started to work in its new composition. The Works Council were confronted immediately with the radical measures that the organization needed to take, including the cost-cutting programme and the reorganization and sale of the BPO activities. Over the course of 2009, further intensive discussions were held about adjusting the variable income system. Despite the drastic nature of the measures and their impact on our staff, the dialogue between the Works Council and the Management Board remained constructive. The dialogue resulted in workable solutions that were acceptable to both parties.
2009 was the first full year that our Belgian subsidiary’s Works Council was active, which resulted in a steep learning curve for the Council. Both the Belgian management and the Works Council are positive about their collaboration.
Shareholders
The Supervisory Board and the Management Board render accountability to Ordina’s shareholders every spring, during the Annual General Meeting of Shareholders. Agenda items for this meeting include business developments during the course of the reporting period, the financial statements and the profit appropriation proposed to the shareholders. For more information, please refer to the section entitled ‘Information for shareholders’ on page 28.
Independent external auditor
PricewaterhouseCoopers Accountants N.V. is Ordina’s independent external auditor. The Annual General Meeting of Shareholders appoints the external auditor annually upon the recommendation of the Supervisory Board and Management Board. The Supervisory Board and Management Board discuss the auditor’s quality and independence. Aside from any measures taken by PricewaterhouseCoopers within their own organization, the independent position of PricewaterhouseCoopers is ensured through the regular rotation of the lead audit partner, which was scheduled to happen once again during 2009. In view of the independent position of our external auditor, Ordina has opted to engage the services of two other firms to conduct due diligence reviews of acquisitions and provide tax services.
