The Board appoints a Remuneration Committee. The Remuneration Committee prepares "the Board's proposals for policies for senior executives' remuneration" and the application of these. The proposal is discussed by the Board and is subsequently presented to the Annual General Meeting for adoption. Based on the resolution of the Annual General Meeting, the Board decides on the remuneration of the Managing Director. Based on the proposal of the Managing Director, the Remuneration Committee passes a resolution on the remuneration of other members of the Group management. The Board is informed of the decisions of the Remuneration Committee.
The guidelines adopted for the remuneration of senior executives are described in more detail under Guidelines for Remuneration.The Board appointed a special Audit Committee consisting of Chairman Thijs Bakker and Matthias Wittkowski.
The Audit Committee shall, without it otherwise affecting the Board's responsibilities and duties, oversee the company's financial reporting and the efficiency of the company's internal control activities and risk management relating to the financial reporting, keep itself informed about the audit of the Annual Report and consolidated financial statements, examine and monitor the objectivity and independence of the auditor and specifically pre-approve any services that the auditor provides the company with other than audit-related services. The Audit Committee evaluates the audit work that has been carried out and informs the company's Nomination Committee of the results of the evaluation and assists the Nomination Committee in preparing proposals for auditors and remuneration of the auditors' work.
The Audit Committee shall meet on three occasions, with the external auditor also in attendance. In connection with the Board's approval of the annual financial statements, the Board and the Audit Committee have held a review with and received a report from the company's external auditor.