Governance

Governance structure

Corporate governance

Refresco Group B.V. is a private limited liability company 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 2017.

General meeting

The Company will organize at least once a year a General Meeting of Shareholders.

Materials for upcoming and past AGM and EGM are available below.

Date
(DD-MM-YYYY)
Title
02-05-2018 Refresco Annual Report 2017 - AGM May 2018 Download PDF
02-05-2018 Convocation, Agenda and Explanatory Notes - AGM - May - 2018 Download PDF
09-03-2018 Voting results - EGM - March - 2018 Download PDF
05-03-2018 Presentation - EGM - March - 2018 Download PDF
22-01-2018 Proposed amendment Articles of Association - EGM - March 2018 Download PDF
22-01-2018 Convocation, Agenda and Explanatory Notes - EGM - March - 2018 Download PDF
22-01-2018 Proxy form - EGM - March - 2018 Download PDF
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Date
(DD-MM-YYYY)
Title
04-12-2017 Draft minutes - EGM - September 2017 Download PDF
15-09-2017 Voting results - EGM - September - 2017 Download PDF
05-09-2017 Presentation - EGM - September - 2017 Download PDF
07-08-2017 Annual General Meeting 2017 - Final minutes Download PDF
25-07-2017 Proxy form - EGM - September - 2017 Download PDF
25-07-2017 Shareholder Circular - EGM - September - 2017 Download PDF
25-07-2017 Convocation, Agenda and Explanatory Notes - EGM - September - 2017 Download PDF
24-05-2017 Voting results and Resolutions - AGM May 2017 Download PDF
09-05-2017 Annual General Meeting 2017 Presentation Download PDF
28-03-2017 Refresco Annual Report 2016 - AGM May 2017 Download PDF
28-03-2017 Convocation, Agenda and Explanatory Notes - AGM May 2017 Download PDF
28-03-2017 Proxy form - AGM May 2017 Download PDF
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Date
(DD-MM-YYYY)
Title
10-08-2016 Annual General Meeting 2016 - Final minutes Download PDF
20-05-2016 Voting results and Resolutions - AGM May 2016 Download PDF
12-05-2016 Annual General Meeting 2016 Presentation Download PDF
31-03-2016 Convocation, Agenda and Explanatory Notes - AGM May 2016 Download PDF
31-03-2016 Refresco Gerber Annual Report 2015 - AGM May 2016 Download PDF
31-03-2016 Voorstel Statutenwijziging - Nederlands - AGM May 2016 Download PDF
31-03-2016 Proposed amendment Articles of Association - English - AGM May 2016 Download PDF
31-03-2016 Proxy Form - AGM May 2016 Download PDF
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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.