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Corporate Governance

General
N.V. Luchthaven Schiphol (Schiphol Group) is a public limited liability company with a full two-tier board regime. The Dutch government, the Municipality of Amsterdam, Aéroports de Paris and the Municipality of Rotterdam are joint shareholders. The governance structure is based on Book 2 of the Dutch Civil Code, the company’s Articles of Association and various internal regulations.

Management Board

The Management Board of Schiphol Group consists of four members and, in principle, meets once a week. Management Board members share responsibility for the management of Schiphol Group and for general activities both within Schiphol Group and at its group companies. Each member has accepted
responsibility for a particular area, as approved by the Supervisory Board.

Supervisory Board

The Supervisory Board of Schiphol Group consists of at least fi ve and at most eight members and meets at least four times a year. The Supervisory Board is currently made up of seven members. Supervisory Board members are tasked with monitoring the Management Board of Schiphol Group and its activities. The Supervisory Board also advises the Management Board.

Committees of the Supervisory Board

The Supervisory Board has four subcommittees:

• The Audit Committee’s tasks include monitoring the internal risk management and control systems, compiling annual and semi-annual reports, and fi nancing. Areas such as tax planning, insurance policies and pensions also fall within this committee’s portfolio.

• The Selection & Appointments Committeecarries out preparatory activities connected to procedures for the appointment of Supervisory Board and Management Board members, including drawing up selection criteria.

• The Remuneration Committee is responsible for the remuneration policy and the remuneration of members of the Management Board. It also prepares the Remuneration Report and carries out the periodic performance assessments of individual Management Board members and reports its findings to the Supervisory Board.

• The Public Affairs & Corporate Responsibility Committee has a dual task. On the one hand it advises the Management Board and Supervisory Board as regards relationships with shareholders and communication strategy (public affairs), and on the other it plays an important role in defi ning the social aspects of Schiphol Group’s entrepreneurial activities.

Each of these committees is subject to a regulatory code, published on www.schiphol.nl under ‘Investor Relations’. The committees meet independently and carry out preparatory work in a number of sub-areas for the Supervisory Board as a whole. The minutes of the meetings held by the various committees are reported in a regular Supervisory Board meeting, with decisions being taken accordingly by the entire Supervisory Board.

Corporate Governance Code

In 2004, Schiphol Group began applying the principles and best practice provisions, wherever possible and/or appropriate, of the Corporate Governance Code drawn up by the Tabaksblat Committee. Schiphol Group has implemented these provisions in its Articles of Association and various internal regulations.

In 2009 these regulations were brought in line – again, where possible and/or appropriate – with the new Corporate Governance Code. During the General Meeting of Shareholders on 15 April 2010, the Code and its consequences for the company were presented to the shareholders, discussed and approved as a separate agenda item. The meeting identified the principles and best practice provisions that are relevant to Schiphol Group and are therefore applied. The provisions regarding options as a component of remuneration, a public response to a private bid for parts of the company and the issue of depositary receipts for shares do not apply. Also, due to the small number of shareholders, the obligatory presence at the General Meeting of Shareholders of the full Supervisory Board, the Management Board and the external accountant is waived.

Since 2012, Schiphol has applied the Code's provisions regarding remuneration in full to all Management Board members. The performance contracts with each of the Management Board members contain a 'claw-back' clause (Corporate Governance Code provision II. 2.11) and the possibility for the Supervisory Board to adjust variable remuneration in retrospect in certain cases (Corporate Governance Code provision II. 2.10). An updated version of Schiphol Group's ‘comply or explain’ overview was approved by the Supervisory Board in 2013.

In 2013, Mr De Romanet de Beaune was a member of the Supervisory Board. He is not classified as independent within the meaning of the Corporate Governance Code (provision III.2.1). With the appointment of Mr Wijn as a Supervisory Board member, Schiphol no longer applies the principle that no more than one Supervisory Board member may be exempted from the independence requirement as defined in the Code. Mr Wijn currently serves on the Management Board of ABN AMRO Bank, a business relation of Schiphol Group. At ABN AMRO, Mr Wijn will not take part in discussions and decisions relating to Schiphol Group and vice versa. Schiphol Group is of the opinion that this sufficiently addresses the non-independence of Mr Wijn.

A detailed explanation of the above points, including a ‘comply or explain’ overview, has been published on www.schiphol.nl under ‘Investor Relations’. The site also provides the internal regulations to which Schiphol Group is subject, including the Regulations governing Inside Information and the Holding of Securities and Securities Transactions, the Whistleblower Scheme and the rules governing the Supervisory Board, its committees and the management.



Corporate Governance structure Schiphol Group
 


Corporate Governance Code

The following document contains the full text of the Corporate Governance Code provisions and the way they have been implemented in Schiphol Group's internal rules.

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