Dutch Corporate Governance Code
This paragraph contains a brief overview of Credit Europe Bank NV’s current compliance with the best practice rules of the Dutch Corporate
Governance Code ('the Code'). It should be noted that because of our private ownership structure, the Code provisions on shareholders
(rights, meetings, obligations, protective measures – see Chapter IV of the Code) are not applicable to Credit Europe Bank.
On the basis of a gap analysis of the Dutch Corporate Governance Code provisions and Credit Europe Bank’s current practice and structure,
the following main deviations for the bank in terms of compliance with the relevant best practices of the Code are:
- Transparency on remuneration of the Managing Board and Supervisory Board (best-practice provisions II.2 and III.7).
- Independence of the Supervisory Board members (best-practice provisions III.2).
Taking account of the requirements for Supervisory Board members’ independence, the following statement applies to Credit Europe Bank: all but two members of the Supervisory Board qualify as ‘dependent’ in the definition of the Dutch Corporate Governance Code. Although in addition to Mr. Hulshoff a second independent member was added to the Supervisory Board at the beginning of 2011, the Board acknowledges that there is still room for improvement regarding the ratio of independent to dependent members. In the coming years, the Supervisory- and Managing Boards of the bank will consider further action in this respect.
At present, in the bank’s annual report information is given about the remuneration of the Managing Board and Supervisory Board as a whole and no information is published on remuneration of individual members, given the private ownership of the bank. It is the view of the Managing Board that the figures as published, provide a sufficient level of transparency to stakeholders.
Please find below a breakdown of aggregate remuneration and compensation amounts for each of the boards in 2010. Pursuant to the ‘Regulation of Remuneration Policy’ issued by the Dutch Central Bank – effective per 1st January 2011, the bank’s approach towards publication of remuneration details will change in the course of 2011.
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Total remuneration Supervisory- and Managing Boards 2010: EUR 3.4 million (2009: EUR 2.91 million) Break down (in EUR million) Which can be split as follows: |
Conflict of interest policy
In 2009, CEB's Conflict of Interest Policy was adjusted in line with the relevant rules of the Act on Financial Supervision
(Wet op the financieel toezicht) and the Dutch Corporate Governance Code. In brief, the Policy dictates that transactions in which
the interests of the bank and that of a board member or related party appear to conflict are to be (pre-)reported to the Chairman of
the Supervisory Board. Subsequently, the potentially conflicting transaction needs to be approved by either a subcommittee of the
Supervisory Board (for credit-related transactions) or by the Supervisory Board itself (for non-credit transactions).
If in the latter situation a member of the Supervisory Board himself is conflicted, he is excluded from deliberations and voting on
the transaction. Approval requires, firstly, that the potential conflict of interest transaction is undertaken upon market-prevailing
conditions and against usual collateral.
In 2010, on all potentially conflicted transactions (as described above) clearing was given. No conflicted transactions were reported to the Chairman of the Supervisory Board. Related party transactions account for 1.2%, 4.5% and 0.6% of the total assets, total liabilities and profit before tax respectively. See the 'Notes to the Consolidated Financial Statements' of the Annual Report 2010 for a list of aggregate numbers of transactions with related parties.