Governance

Governance structure

Corporate governance

Refresco Group N.V. is a public limited liability company (“naamloze vennootschap”) incorporated under the laws of The Netherlands. It has a two-tier board structure. The company is managed by an Executive Board and supervised by a Supervisory Board. Both the Executive Board and the Supervisory Board are accountable to the Annual General Meeting of Shareholders. The company complies with the Dutch Civil Code, its Articles of Association and all relevant laws and regulations.

Corporate governance declaration

The Company acknowledges the importance of good corporate governance and agrees with the principles of the Dutch Corporate Governance Code. The Company is committed to comply with the Code in the way it is set in the Annual Report 2016.

General meeting

The Company will organize at least once a year a General Meeting of Shareholders. Each shareholder may attend General Meetings, address the General Meeting and exercise voting rights pro rata to his shareholding, either in person or by proxy. Shareholders may exercise these rights, if they are the holders of shares on the record date which is the 28th day before the day of the General Meeting, and they or their proxy have notified the company of their intention to attend the General Meeting.

The Company shall give shareholders and other persons entitled to vote the possibility of issuing voting proxies or voting instructions, respectively, to an independent third party. Draft minutes of the meeting will be released within three months of the meeting and will be available for comments for three months thereafter. The final version of the minutes will be published on the corporate website.

The articles of association set out in detail the powers of the General Meeting.

Resolutions requiring approval of the General Meeting are, amongst others:

  • adoption of Refresco’s annual accounts;
  • appointment and dismissal of Supervisory Board and Executive Board members;
  • declaration of dividend;
  • amendment of the Articles of Association;
  • dissolution of the company.

Subject to certain exceptions as set forth by law or the Articles of Association, resolutions of the General Meeting are passed by an absolute majority of votes cast.

The Annual General Meeting 2017 was held on Tuesday, 9 May 2017 at 14:00 hours (CET) at the Mainport Hotel, Leuvehaven 77, 3011 EA Rotterdam, the Netherlands. Notice to the General Meeting and other related documents have been published on our website / Investors section.

 

Code of Conduct

As a general principle, Refresco conducts all business operations with honesty, integrity, and transparency. Refresco operates as an open, transparent company and meets all legitimate requests for information, unless the business or personal circumstances of those involved require confidentiality. Refresco expects its employees to work with honesty, integrity, and respect for others. High standards of personal behavior are expected in relationships with colleagues as well as in dealings with suppliers, agents, professional advisers, shareholders, banks, and other third parties. Refresco recognizes that responsibility, reliability, and integrity are essential preconditions for dealing with third parties such as suppliers, customers, and other stakeholders. Therefore Refresco will always act in good faith and expects its employees to refrain from acts that may prejudice these preconditions.

Whistleblowing procedure

Refresco has implemented a whistleblowing procedure to support and further strengthen its culture of openness and integrity. Intended as an ultimate remedy only, the procedure is developed to deal with suspicion of misconduct that cannot be discussed with the supervisors, or already has been discussed without a suitable solution. The position of an employee, who has reported in good faith a case of suspected wrongdoing, will not be disadvantaged in any way.