Corporate governance

Management Board

Two-tier management structure

BinckBank has a two-tier management structure, which means that the executive and supervisory functions are assigned to different corporate bodies - the Management Board and the Supervisory Board. BinckBank believes that this structure ensures an adequate system of checks and balances, whereby the Management Board is responsible for the day-to-day running of the company and its short-term, medium-term and long-term strategy, while the Supervisory Board oversees and advises the Management Board.

Duties of the Management Board

Within the limits set by the Articles of Association, the Management Board is responsible for managing the company.

Regulations governing the appointment and dismissal of members of the Management Board and amendment of the Articles of Association

The members of BinckBank's Management Board are appointed or reappointed by the General Meeting on the basis of a non-binding list of candidates drawn up by the priority shareholder. Management Board members are appointed or reappointed for a term of four years ending not later than the first shareholders' meeting held after the expiry of four years since the appointment or reappointment. Members of the Management Board may be suspended or dismissed at any time by the General Meeting. A resolution to suspend or dismiss a member of the Management Board must be supported by at least two-thirds of the votes validly cast which represent more than half of the issued capital. Members of the Management Board may also be suspended by the Supervisory Board. A suspension by the Supervisory Board may be lifted by the General Meeting. A suspension may be extended one or more times, but may not exceed three months in total. The General Meeting may only resolve to amend the Articles of Association on a proposal of the priority shareholder.