The duties of the Audit Committee include supervising and monitoring the Management Board and the CEO and CFO individually, as well as advising them in relation to the operation of the Company’s internal risk management and control systems. The Audit Committee advises the Supervisory Board on the exercise of certain of its duties, and makes nominations and prepares reviews for the Supervisory Board in relation to this. The Audit Committee supervises the submission of financial information by the Company, compliance with recommendations made by internal and external accountants and the Company’s policy on tax planning and the Company’s financing arrangements. It assists the Supervisory Board in monitoring the use of the Company’s information and communication technology. It furthermore maintains regular contact with, and supervises, the external accountant and makes a nomination for an external accountant to be appointed by the General Meeting. The Audit Committee also issues preliminary advice to the Supervisory Board regarding the approval of the Annual Accounts, the annual budget and any major capital expenditures. The Audit Committee meets at least four times a year.
The Nomination Committee advises the Supervisory Board on its duties regarding the selection and appointment of the CEO and the CFO and Supervisory Directors. The duties of the Nomination Committee include establishing the selection criteria and appointment procedures for the CEO and the CFO and Supervisory Directors, and drawing up the profile for the Supervisory Board. It also periodically reviews the size and composition of the Management Board and the Supervisory Board, and the performance of the CEO and CFO. The Nomination Committee also proposes appointments and reappointments. It supervises the Management Board’s policy on the selection criteria and appointment procedures for the CEO and the CFO. The Nomination Committee meets at least once every year.
The Remuneration Committee advises the Supervisory Board on the exercise of its duties regarding the remuneration policy for the CEO and CFO, all individual members of the GrandVision Management Team or GVMT (a committee of senior managers meeting with the CEO and the CFO on a regular basis) and other senior managers within the Company. This includes analyzing any changes in the Code and drawing up proposals for the Supervisory Board on these subjects. The duties of the Remuneration Committee include drawing up proposals for the Supervisory Board on the remuneration policy for the CEO and the CFO, to be adopted by the General Meeting, and on the remuneration of the CEO and the CFO, to be determined by the Supervisory Board. The Remuneration Committee also prepares a remuneration report on the implementation of the remuneration policy for the CEO and the CFO during the respective year, to be adopted by the Supervisory Board. The Remuneration Committee meets at least three times every year.
The rules for all the Committees are published on the GrandVision corporate website: www.grandvision.com.