Composition of the Supervisory Board

During the financial year, the Supervisory Board (the ‘Board’) was composed of six members. As a result of Mr Jan Eggink stepping down, Mr Roger Gerritzen was appointed during the Annual General Meeting of Shareholders (‘AGM’) of 26 April 2018 on recommendation by Coöperatie FromFarmers U.A. (the ‘Cooperative’) and on nomination by the Board. In addition Mr Cees de Jong was appointed as Chairman of the Board by the Cooperative and after consultation with the Board. The Board is now composed as follows:

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Cees de Jong, Chairman
(1961, Dutch nationality)
A member of the Board since 2017, his term of office comes up for renewal in 2021. Mr De Jong has a degree in medicine and business administration, and has extensive international experience as, among other things, CEO of Chr. Hansen, a bioscience company operating in the food industry. Earlier on in his career he held management positions at various companies in the food and pharmaceutical industry.  In addition, Mr de Jong is chairman of the Supervisory Board of Mediq B.V., chairman of the Supervisory Board of A-Mansia S.A. and also member of the Advisory Board of Novo Holdings in Denmark.

As at 31 December 2018, Mr De Jong holds no shares or depositary receipts of shares in the capital of ForFarmers N.V.

 

Sandra Addink-Berendsen, Vice-Chair
(1973, Dutch nationality)
A member of the Board since 2010, her term of office ends ultimately in 2022. 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.

As at 31 December 2018, 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.

Roger Gerritzen
(1972, Dutch nationality)
A member of the Board since 2018, his term of office comes up for renewal in 2022. Mr Gerritzen is member of the board of Coöperatie FromFarmers U.A. as of 2017. He is chairman of the board of AgroPolen, an arable and dairy company in Poland. In addition he is actively involved in the agricultural company of his family. Mr Gerritzen is partner at Yeald, a company active in the horticultural sector and has previously held various financial and organisational management positions at, amongst others, NXP and Unilever.

As at 31 December 2018, Mr Gerritzen 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.
 
Vincent Hulshof
(1962, Dutch nationality)
A member of the Board since 2014, his term of office comes up for renewal in 2022. Mr Hulshof is a pig farmer as well as Board member and vice-chairman of Coöperatie FromFarmers U.A.

As at 31 December 2018, 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 van Rijn
(1947, Dutch nationality)
A member of the Board since 2012, his term of office comes up for renewal in 2020.
Mr Van Rijn is former CFO of Nutreco and is currently Supervisory Board member at the Detailresult Groep, Plukon Food Group, PwC Nederland, and Erasmus Q-Intelligence.

As at 31 December 2018, 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. 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 at 31 December 2018, 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.

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  Cees de Jong Sandra Addink-Berendsen Roger Gerritzen Vincent Hulshof Cees van Rijn Erwin Wunnekink
Year of birth 1961 1973 1972 1962 1947 1970
Gender Man Woman Man Man Man Man
Nationality NL NL NL NL NL NL
Year last appointment 2017 2018 2018 2018 2016 2015
Eligible for re-election in 2021 - 2022 2022 20201 2019
Retiring latest in 2029 2022 2030 2026 20241 2027
Independent Yes Yes No No Yes Yes
Core Committees RC en S&AC AC en RC AC S&AC RC en AC S&AC
Knowledge and experience:
(Inter)national business experience Yes Yes Yes Yes Yes Yes
International Management experience Yes   Yes   Yes  
Specific agrisector knowledge   Yes Yes Yes Yes Yes
Financial knowledge Yes Yes Yes   Yes  
M&A experience Yes   Yes   Yes  
Sustainability Yes Yes Yes Yes Yes Yes
Corporate Governance experience Yes Yes Yes Yes Yes Yes
 
1 In principle stepping down ultimately in 2020 in connection with Mr Van Rijn’s intention not to be eligible for reappointment.
The used abbreviations mean: AC = Audit Committee, RC = Remuneration Committee, S&AC= Selection and Appointment Committee

 

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The policy on diversity and its enforcement are explained in the corporate governance statement. ForFarmers deviates from best practice provision 2.2.2 of the Dutch Corporate Governance Code (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. Messrs Vincent Hulshof and Roger Gerritzen 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 Gerritzen, Wunnekink and Hulshof. These transactions do not automatically lead to a conflict of interest pursuant to Article 11.5 of the Supervisory Board Regulation.