Composition of the Supervisory Board

 

During the financial year, the Supervisory Board (hereinafter: the ‘Board’) was composed of six members. As a result of Henk Mulder stepping down, the General Meeting of Shareholders of 26 April 2017 appointed Cees de Jong on nomination by the Board. The Board is now composed as follows:

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Jan Eggink, Chairman
(1959, Dutch nationality)
A member of the Board since 2002, initially of (a predecessor of) Coöperatie FromFarmers and since 2007 of ForFarmers. Mr Eggink was appointed as Chairman of the Board in May 2014. His term of office ends in 2018 and he is not eligible for re-election. Mr Eggink is a dairy farmer and director (in the period under review as Chair) of Coöperatie FromFarmers U.A.

As a dairy farmer, Mr Eggink contributes valuable knowledge and expertise in the field of the agricultural sector in general and his long term experience as a board member in various organisations and in the dairy sector in particular.

As at 31 December 2017, Mr Eggink holds no shares, 7,179 depositary receipts of shares in the capital of the Company and, as a member of Coöperatie FromFarmers U.A., a balance equivalent to 12,799 shares on a participation account issued by the aforementioned Cooperative and which can be converted into depositary receipts or shares in ForFarmers N.V.

Sandra Addink-Berendsen, Vice-Chair 
(1973, Dutch nationality)
A member of the Board since 2010, her term of office comes up for renewal in 2018. Within the Board, her role is that of Vice-Chairman and she also chairs the Audit Committee. Mrs Addink-Berendsen is a dairy farmer and a member of the supervisory board of Koninklijke FrieslandCampina N.V. and a Board member of Zuivelcoöperatie FrieslandCampina U.A. At the beginning of 2017, Mrs Addink-Berendsen was appointed as member of the supervisory board of Alfa Accountants. She is also the treasurer of Stichting Hessenheemfonds.
Mrs Addink-Berendsen contributes knowledge and expertise, being a dairy farmer. Her experience as auditor is also of great value for the Board, aside from her other managerial competencies.

As at 31 December 2017, Mrs Addink-Berendsen holds no shares, 9,640 depositary receipts of shares in the capital of the Company and, as a member of Coöperatie FromFarmers U.A., a balance equivalent to 12,294 shares on a participation account issued by the aforementioned Cooperative and which can be converted into depositary receipts or shares in ForFarmers N.V.

Vincent Hulshof
(1962, Dutch nationality)
A member of the Board since 2014, his term of office comes up for renewal in 2018. Within the Board, he is a member of the Selection and Appointment committee. Mr Hulshof is a pig farmer as well as Board member and vice-chairman of Coöperatie FromFarmers U.A. He stepped down as board member of Coöperatie Topigs in December 2017 and was not eligible for reappointment.

As a pig farmer and manager in various organisations, Mr Hulshof contributes valuable knowledge and experience in the field of the agricultural sector in general and the pig farming sector in particular.

As at 31 December 2017, Mr Hulshof holds no shares, no depositary receipts of shares in the capital of the Company and, as a member of Coöperatie FromFarmers U.A., a balance equivalent to 8,640 shares on a participation account issued by the aforementioned Cooperative and which can be converted into depositary receipts or shares in ForFarmers N.V.

Cees de Jong
(1961, Dutch nationality)
A member of the Board since 2017, his term of office comes up for renewal in 2021. Within the Board, he is a member of the Remuneration committee. Mr De Jong is President and CEO of the Danish listed bioscience company Chr. Hansen until 1 June 2018.

Mr De Jong has a degree in medicine and business administration, and extensive international experience as, among other things, CEO of Chr. Hansen, a bioscience company operating in the food industry. His significant managerial experience at various (stock-listed) companies is of great value to the Board.

As at 31 December 2017, Mr De Jong holds no shares or depositary receipts of shares in the capital of ForFarmers N.V.

Cees van Rijn 
(1947, Dutch nationality)
A member of the Board since 2012, his term of office comes up for renewal in 2020. Within the Board, he chairs the Remuneration committee and is a member of the Audit committee. Mr Van Rijn is supervisory board member at the Detailresult Groep, Plukon Food Group, PwC Nederland, and Erasmus QI.

As former CFO of Nutreco, Mr Van Rijn has both extensive financial experience at a (formerly) stock listed company and experience in the feed industry. In addition, Mr Van Rijn is very experienced in being a board member as a result of his various commissionerships.

As at 31 December 2017, Mr Van Rijn holds no shares or depositary receipts of shares in the capital of ForFarmers N.V.

Erwin Wunnekink
(1970, Dutch nationality)
A member of the Board since 2015, his term of office comes up for renewal in 2019. Within the Board, he is a member of the Selection and Appointment committee. Mr Wunnekink is a dairy farmer and a member of the supervisory board of Koninklijke FrieslandCampina N.V. and a Board member of Zuivelcoöperatie FrieslandCampina U.A.
As a dairy farmer, Mr Wunnekink contributes valuable knowledge and experience in the field of the agricultural sector in general and the dairy sector in particular.  This in addition to his experience as a manager at other organisations.

As at 31 December 2017, Mr Wunnekink holds no shares, no depositary receipts of shares in the capital of the Company and, as a member of Coöperatie FromFarmers U.A., a balance equivalent to no shares on a participation account issued by the aforementioned Cooperative and which can be converted into depositary receipts or shares in ForFarmers N.V.

In its meeting of 26 April 2017, the Board adjusted and re-wrote its retirement schedule as follows.

 

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Name Year last appointment Eligible for re-election in Retiring at the latest in
J.W. Eggink 2014   2018
J.W. Addink-Berendsen 2014 2018 2022
V.A.M. Hulshof 2014 2018 2026
C. de Jong 2017 2021 2029
C.J.M. van Rijn 2016 2020 2024
W.M. Wunnekink 2015 2019 2027

 

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ForFarmers deviates from best practice provision 2.2.2 of the Dutch Corporate Governance Code (hereinafter: the Code) as further explained in the chapter on Corporate Governance.

All Board members, with the exception of two people, are independent within the meaning of best practice provision 2.1.7 of the Code. The Board considers members who are also directors of Coöperatie FromFarmers U.A., i.e. V.A.M Hulshof and J.W. Eggink as non-independent within the meaning of the Code. This was determined both by the independent members and by the Board itself. As regards the question of whether there is a significant business relationship, the Board also took into consideration the fact that this is not the case if no contractual obligation exists to source consumables, products and/or services from ForFarmers or a subsidiary thereof.

None of the Board members is a member of more than five supervisory boards (including a position as non-executive director in a one-tier board) of legal entities (including the Company) as referred to in Article 2:252a of the Dutch Civil Code. The Board is not aware of any form of conflict of interest between the Company and members of the Board, or between the Company and natural or legal persons who hold at least 10 per cent of shares (or certificates thereof) in the Company.

The following members of the Board have sourced feed during the current financial year from the Company or a subsidiary thereof under the same conditions as those that apply for other customers of the Company or subsidiary thereof: Mrs Addink-Berendsen and Messrs Eggink, Wunnekink and Hulshof. These transactions do not automatically lead to a conflict of interest pursuant to Article 11.5 of the Supervisory Board Regulation. 

The corporate governance declaration explains the diversity policy and its enforcement.