Corporate governance

Supervisory Board

Committees

Principle III.5 of the Code recommends that all Supervisory Boards appoint an audit committee, a remuneration committee and a selection and appointments committee to perform certain tasks on behalf of and under the responsibility of the Supervisory Board. If the Supervisory Board is too small, the appointment of committees may be dispensed with, in which case the entire Supervisory Board is responsible for performing the tasks and functions of those committees as referred to in the best-practice provisions.

Best-practice provision III.5.4 refers to a number of areas on which the audit committee should focus in supervising the Management Board. BinckBank applies this best-practice provision, but some of these supervisory tasks have, for practical reasons, been assigned to the Supervisory Board as a whole and are thus included in the Supervisory Board regulations.

Regulations embodying rules on the ownership of and transactions in securities by Supervisory Board members other than those issued by their 'own' company

One of the recommendations of best-practice provision III.7.3 of the Code is that the Supervisory Board should adopt regulations embodying rules on the ownership of and transactions in securities by Supervisory Board members other than those issued by their 'own' company. These regulations have been posted on the company's website.

BinckBank complies with this best-practice provision, but for practical reasons has integrated these regulations into the Supervisory Board regulations.

Minutes

According to best-practice provision IV.3.8 of the Code, the minutes of the General Meeting of Shareholders must be made available on request to shareholders within three months of the meeting, after which the shareholders must be given three months to comment on the minutes. The minutes must then be adopted in the manner prescribed by the Articles of Association.

This best-practice provision only applies to BinckBank if the Chairman of the Management Board and/or the Management Board does not decide to have a notarial record made of the meeting, in which case BinckBank will comply with the best-practice provision. If it is decided to have a notarial record made of the meeting, or at least of the resolutions adopted by the meeting, that record will have absolute evidential force. In the absence of evidence to the contrary, it will be accepted by all as an accurate representation of the proceedings of the meeting. It is permitted in that case not to include responses by shareholders in the record.