CORPORATE GOVERNANCE
Articles of Association
Here you can read the Articles of Association.
They have been updated to comply with the recent changes due to the Dutch Corporate Governance Code. The Articles have been adopted by the Annual General Meeting of shareholders of February 23, 2005.
Governance code
The Dutch Corporate Governance Code (The Code), which has been updated by the Frijns Committee end of 2008, is vested in Dutch law and regulations. HITT intends to comply to all relevant principles and best practice provisions in so far as reasonably possible for a company of HITT’s size, and has refined its internal rules and procedures accordingly. All principles and best practice provisions of The Code have been linked to articles in either the Articles of Association, Rules of Procedure for the Supervisory Board or Management Board, Audit Committee, Remuneration Committee, Selection and Appointment Committee, Code of Conduct or the Rules of Procedure as meant in article 24 of the Market Abuse Decree under the Act on the Financial Supervision.
Although HITT feels that the practical implementation and proof of adherence to The Code is cumbersome for a company of HITT’s size, the Boards underwrite the basic thoughts behind the code. Some articles of the code are not applicable to HITT. Both Boards state that HITT complies with all articles of the Dutch corporate governance code except for the following provisions:
· Best practice provision III 6.5
With reference to the Act on Protection of Privacy the Supervisory Board has not drawn up regulations concerning ownership of and transactions by the Management Board or the Supervisory Board of securities other than those issued by HITT.
· Best practice provision III 4.3
Considering the size of the company there is no formally appointed Secretary of the company. The Chief Financial Officer performs the duties under this article qualitate qua, which is considered adequate and prudent.
· Best practice provision IV 3.1
Provision IV.3.1 requires that provisions shall be made for all shareholders to follow analyst meetings, presentations to investors and press conferences in real time, for example by means of webcasting or telephone. In view of the organisation and costs involved with this and given the current size of the company HITT has decided not to enable online broadcasted meetings. Presentations held are posted on the company’s website afterwards.
· Best practice provision IV 3.13
HITT has not yet outlined a basis a policy on bilateral contacts with the shareholders and published this on its website.
Both Boards state that if important changes in the governance structure or in the compliancy to the Code occur, they will be put onto the agenda of the Annual General Meeting of Shareholders. In 2010 no important changes in the governance structure or in the compliancy to the Code occurred.
Code of Conduct of HITT
HITT acts globally and adheres to national and international law and regulations. Within that framework HITT strives to adhere to Dutch standards. Semi-annually management of subsidiaries report their findings on this subject in their reports to NITT N.V. Also the lack of events are explicitly mentioned and signed by the management.
Employees are informed by the management of subsidiaries about this Code of Conduct and management guarantees the adherence to it. In case of violation the employee will be instructed to change his attitude. In case of severe violation the management will take disciplinary action, ranging from a profound conversation to immediate dismissal and/or giving notice to the authorities.
Here you can read the Code of Conduct of HITT.
Whistleblowers
All employees have the possibility to report alleged irregularities of a general, operational and financial nature in the company to the chairman of the management board or the chief financial officer without jeopardising their legal position. Alleged irregularities concerning the functioning of the management board members may be reported directly to the chairman of the supervisory board.
Management
The management of the company consists of:
Management Board
S. (Sjoerd) Jansen (male,1954, Dutch), CEO as of October 1, 2007.
Mr. Sjoerd Jansen was Director Business Development with Strukton Railinfra and Managing Director of Strukton Systems. He was educated in electronics at the Hogere Technische School. He holds no shares HITT.
J.M. (Martin) Schuiteman (male,1972, Dutch), CFO as of March 1, 2010. Mr. Schuiteman is a chartered accountant (RA) He previously worked for Deloitte Accountants and ABN AMRO Bank N.V. He joined HITT in 2008 as a group controller. Mr. Schuiteman studied business economics and fiscal economics at Erasmus University Rotterdam.
The Management Board has laid down Rules of Procedure (Dutch).
Supervisory Board
J.A. (Albert) Stroink (male, 1943, Dutch), Chairman
Mr. Stroink is Chairman of the Board as of March 5, 2008 with a 1st term of appointment until 2012. He was employed by ExxonMobil Corporation from 1971 to 2007, where he fulfilled several duties lately as a site manager and managing director of Chalmette Refining LLC, USA. He gained a rich experience in operational, commercial and technical management in a multinational environment. Furthermore he is experienced in the field of (corporate) governance affairs.
Eric A. van Amerongen (male, 1953, Dutch) is Vice-Chairman and joined the Board as a member as of March 29, 2002 with a 3rd and final term of appointment until 2013. He is the former CEO of Royal Swets & Zeitlinger Holding N.V. and is currently chairman of the Supervisory Boards of Thales Nederland B.V. and BT Nederland N.V., member of the Supervisory Boards of Imtech N.V., Koninklijke Wegener N.V., Essent N.V. and ANWB respectively and Senior Independent Non-executive Director of Shanks Plc. Mr. Van Amerongen was not employed by HITT before he became a Supervisory Director and does not own HITT shares
J.E. (Jan) Vaandrager (male,1943, Dutch), joined the Board as a member as of March 5, 2008 with a 1st term of appointment until 2012. Before his retirement Mr. Vaandrager was member of the Executive Board and Chief Financial Officer of TKH Group N.V. Netherlands and is the financial expert within the Supervisory Board. Mr. Vaandrager was employed in many financial and general management funtions amongst others with Thyssen Bornemisza Group N.V. and Schmalbach-Lubeca AG and is currently member of the Supervisory Board of B.E. Semiconductor Industries N.V. (BESI) and Hydratec Industries N.V. He was not employed by HITT before he became a Supervisory Director and does not own HITT shares.
M.P. (Mark) Prinsen (male, 1971, Dutch), is managing director of redDog Travel Support BV and
Comportable Europe BV. Mr. Prinsen was previously working as a M&A lawyer at NautaDutilh. He is a law graduate of the Erasmus University in Rotterdam and holds a MBA of the Australian Graduate School of Management.
The Supervisory Board is independent of the company, and of the Management Board.
The Supervisory Board has laid down
Rules of Procedure and a
Public Profile (both in Dutch). The Supervisory Board also acts as
Audit Committee,
Remuneration Committee and
Selection and Appointment Committee (Dutch).
Appointment
Management Board
Statutory management board members are appointed for a maximum period of 4 years at a time.
Supervisory Board
Supervisory Directors are appointed for a term of 4 years with a maximum of 3 terms.
Remuneration
Management Board
The remuneration package of the CEO consists of the following elements:
- fixed annual salary inclusive of 8% holiday allowance
- annual bonus in cash depending on net profits
- long term incentive in cash based upon 3-years business plans
- retirement benefit plan based on a defined benefit scheme, premium equally shared between CEO and company
- lease car
- directors and officers liability insurance, premium paid by the company
- non-competition clause
- term of notice is 3 months for the CEO and 6 months for the company
- severance pay amounts to 12 monthly salaries in case of dismissal within 3 years after appointment
In the 2
nd half of 2003 the total package was evaluated by Hay-group, according to the following starting points:
- listed small/micro cap
- complexity of the company
- single statutory director
- market conformity of total package
- conformity to Dutch Corporate Governance code
- emphasis on annual results
- some long term incentive
On February 18, 2004 the Annual General Meeting of Shareholders decided to change the remuneration package during 2004 according to the outcome of the evaluation and to apply a market conform remuneration bandwidth ranging from € 220,000 to € 300,000, divided as follows:
- salary bandwidth ranging from € 150,000 to € 220,000
- annual cash bonus of 30% to 40%
- 15% long term cash incentive to be paid after 3 years
The Supervisory Board has the discretionary authority to grant a cash bonus of up to 20% of the fixed salary in case targets set for the annual cash are not met for reasons beyond the influence of the Management Board. Changes of policy will be decided by the General Meeting of Shareholders. In the Annual General Meeting of March 5, 2008 it was decided to grant authority to the Board to adapt the salary bandwidth to market circumstances based upon external advice.
Reporting on the actual remuneration scheme is included in the annual report as usual.
Supervisory Board
Remuneration of Supervisory Directors consists of a fixed annual amount plus an allowance for costs. The remuneration is independent of the results of the company. Supervisory Directors do not receive share based remuneration.
Employee held shares
Number of shares held by employees: unknown. The management has laid down
Rules of Procedure for trading by insiders (in Dutch).
Through HITT Holding B.V. the founders of HITT hold 2,400,000 shares in HITT N.V. Of the 5 founders, 2 hold positions within the company.
Disclosure of Major Holdings in Listed Companies Act and Insider Trading
|
Date initial disclosure |
No of shares
December 31, 2009 |
Interest |
| Janivo Beleggingen B.V. |
February 15, 2006 |
263,465 |
5.61% |
| Holding Aarts Heerkens B.V. |
November 11, 2004 |
238,020 |
5.07% |
| Todlin N.V. |
October 10, 2002 |
250,543 |
5.34% |
| HITT Holding B.V. |
June 4, 1998 |
2,400,000 |
51.13% |
| Free float |
|
1,542,130 |
32.85% |
| Total |
|
4,694,158 |
100.00% |
Number of share transactions by and for company directors since January 1, 2002: none. See also:
the Netherlands Authority for the Financial Markets.