Corporate governance

Anti-takeover defences

Stichting Prioriteit Binck (the 'priority shareholder') holds 50 priority shares in BinckBank N.V. Under the Articles of Association, the priority shareholder has a central role in many important decisions. Management Board and Supervisory Board members, for example, are appointed from a non-binding list of candidates drawn up by the priority shareholder. A resolution to amend the Articles of Association can only be adopted on a proposal of the priority shareholder, and the priority shareholder determines what part of the (remaining) profit is to be added to reserves.

In essence, the purpose of the priority shareholder is to counter any influence over BinckBank's management or operations which might be prejudicial to the independence of the company and its related enterprise and to promote good governance of its affairs. The Executive Committee of the priority shareholder has three members. Member A is appointed by BinckBank's Supervisory Board, member B by BinckBank's Management Board and member C by members A and B together. The incumbent members A, B and C of the priority shareholder's Executive Committee are Messrs. C.J.M. Scholtes (Chairman of BinckBank's Supervisory Board), T.C.V Schaap (Chairman of BinckBank's Management Board) and J.K. Brouwer (member of BinckBank's Supervisory Board), respectively.

As stated in the 2007 annual report, BinckBank's Management Board and Supervisory Board see no justification at present for rescinding or restricting the priority shareholder's powers. The Management Board and Supervisory Board consider that maintaining the priority shareholder's position helps to maintain the continuity of BinckBank N.V. and its short-term and long-term policy by ensuring that due consideration is given to the interests of all stakeholders in the company.