N.V. Luchthaven Schiphol (Schiphol Group) is a public limited liability company with a full two-tier board regime. The Dutch government, the Municipality of Amsterdam, Aéroports de Paris and the Municipality of Rotterdam are joint shareholders. The governance structure is based on Book 2 of the Dutch Civil Code, the Corporate Governance Code, the company’s Articles of Association and various internal regulations.
The Management Board of Schiphol Group consists of four members and, in principle, meets once a week. Management Board members share responsibility for the management of Schiphol Group and for the general state of affairs both within Schiphol Group and at its group companies. Each member has accepted responsibility for a particular area, as approved by the Supervisory Board.
The Supervisory Board of Schiphol Group consists of at least five and no more than eight members and meets at least four times a year. At the end of 2012, the Supervisory Board consisted of seven members and there was one vacancy (for the so-called Supervisory Board member representing Aéroports de Paris). Supervisory Board members are tasked with monitoring the Management Board of Schiphol Group and the general state of affairs. The Supervisory Board also advises the Management Board.
Committees of the Supervisory Board
The Supervisory Board has four subcommittees:
- The Audit Committee’s tasks include monitoring the internal risk management and control systems, the annual and half-year reports and financing. Areas such as tax planning, insurance policies and pensions also fall within this committee’s portfolio.
- The Selection and Appointments Committee carries out preparations connected to procedures for the appointment of Supervisory Board and Management Board members, including drawing up selection criteria.
- The Remuneration Committee is responsible for the remuneration policy and the remuneration of members of the Management Board. It also prepares the Remuneration Report and carries out the periodic performance assessments of individual Management Board members and reports its findings to the Supervisory Board.
- The Public Affairs & Corporate Responsibility Committee has a dual task. On the one hand, it advises the Management Board and the Supervisory Board with regard to relationships with shareholders and the communication strategy (Public Affairs) and, on the other hand, it plays an important role in defining the socio-economic aspects of Schiphol Group’s business.
Each of these committees is subject to a regulatory code, published on www.schiphol.nl under ‘Investor Relations’. The committees meet independently and carry out preparatory work in a number of sub-areas for the Supervisory Board as a whole. The committees report the outcome of their meetings in a Supervisory Board meeting. The Supervisory Board as a whole takes decisions based on these reports.
Corporate Governance Code
In 2004, Schiphol Group voluntarily began applying the principles and best practice provisions, wherever possible and/or appropriate, of the Corporate Governance Code drawn up by the Tabaksblat Committee. Schiphol Group has implemented these provisions in its Articles of Association and various internal regulations.
In 2009, these regulations were brought in line – again, where possible and/or appropriate – with the new Corporate Governance Code, or Frijns Code. During the General Meeting of Shareholders on 15 April 2010, the Frijns Code and its consequences for the company were presented to the shareholders, discussed and approved as a separate agenda item. The meeting identified the principles and best practice provisions that are not relevant to Schiphol Group and are therefore not applied. Those provisions relate to options as a component of remuneration, a public response to a private bid for parts of the company and the issue of depositary receipts for shares. Also, due to the small number of shareholders, the obligatory presence at the General Meeting of Shareholders of the full Supervisory Board and Management Board and external auditor is waived.
Unlike in previous years, Schiphol has started to apply, in full, the provisions of the Code regarding remuneration to all Management Board members. The performance contracts with each of the Management Board members contain a 'claw-back' clause (Corporate Governance Code provision II. 2.11) and the possibility for the Supervisory Board to adjust variable remuneration in retrospect in certain cases (Corporate Governance Code provision II. 2.10).
Mr Graff, as well as his appointed successor in the Supervisory Board, is not deemed to be independent in the sense specified in the Corporate Governance Code (provision III.2.1). With the appointment of Mr Wijn as Supervisory Board member, Schiphol no longer applies the principle included in the Code that at most one Supervisory Board member is not independent in the sense specified in the Code. Mr Wijn is a member of the Management Board of ABN Amro, a business partner of Schiphol Group. At ABN Amro, Mr Wijn will not take part in discussions and decisions relating to Schiphol Group and vice versa. Schiphol Group is of the opinion that this sufficiently addresses the non-independence of Mr Wijn.
A detailed explanation of the above points, including a ‘comply or explain’ overview, has been published on www.schiphol.nl under ‘Investor Relations’. The site also provides the internal regulations to which Schiphol Group is subject, including the Regulations governing Inside Information and the Holding of Securities and Securities Transactions, the Whistle-blower Regulations and the rules governing the Supervisory Board, its committees and the management.
Despite the fact that Schiphol Group shares are not listed on a stock exchange, the company does have a limited set of Regulations governing Inside Information and the Holding of Securities and Securities Transactions. The company has issued bonds under the EMTN Programme.
Members of the Management Board and Supervisory Board must refrain from buying and selling these bonds and/or any Aéroports de Paris S.A. shares. Mr Hazewinkel indirectly holds bonds in Schiphol Group, which he already owned at the time of his appointment. His intention is to retain these bonds until the end of their term and not to trade in these bonds in the interim. Mr Nijhuis and Mrs de Groot both hold a board position at Aéroports de Paris S.A. In that capacity, they are under an obligation to hold one share in the capital of Aéroports de Paris S.A. The Corporate Auditor is the central officer referred to in the Regulations governing Inside Information and the holding of and transactions in securities.
Schiphol, 14 February 2013
The Supervisory Board
The Management Board
Organisation of Corporate Responsibility
Although the President and CEO of Schiphol Group is primarily accountable for Corporate Responsibility, he shares this responsibility with the other members of the Management Board. Each Board member is assigned responsibility for a part of the Corporate Responsibility agenda. The CEO is responsible for employee policy. In his capacity as airport manager, the COO is responsible for safety and environmental aspects at the location Schiphol. The topic of sustainable mobility is the responsibility of the CCO and the CFO is responsible for the supply chain.
The Management Board defines the Corporate Responsibility vision and policy. Its members are advised by the Management Team as well as the Public Affairs & Corporate Responsibility Committee of the Supervisory Board. The achievement of Corporate Responsibility targets is also one of the elements of the remuneration policy.
Theme coordinators are linked to each of the five socio-economic themes to ensure that business area transcending ambitions are realised. Each quarter, the Management Team Schiphol Group discusses the relevant Corporate Responsibility developments, dilemmas and the report on 25 non-financial objectives.
The CR Coordinator is responsible for the integration of Corporate Responsibility within Schiphol and is supported by the CR Advisor. Together they ensure that vision and focus are incorporated in the CR policy of Schiphol and that the ambition level is determined. They align Schiphol's activities with this vision. They stimulate the collaboration with stakeholders, ensure that awareness and implementation are promoted within Schiphol and work on the integration of Corporate Responsibility in the minds and actions of Schiphol employees. This is achieved by consciously weighing the interests of people, planet and profit – both with regard to the choices for the future and in day to day operations.
Organisation of on site safety
The COO is the airport manager. The main task of the airport manager is to ensure that national and European laws and regulations, in particular those relating to safety, security and the environment, are complied with. The laws and regulations that apply at the airport are often unique. On a number of points, we have implemented additional rules aimed at improving the monitoring of order and security on the airport grounds. These are the Schiphol Rules. The airport manager has the primary supervision over compliance with the Schiphol rules and can, to a limited extent, impose sanctions on people and companies in the event of non-compliance with these rules.
Parties in the aviation sector work together in the Schiphol Safety Platform (SSP) to guarantee and further improve aviation safety at Schiphol. All the parties that play a role in the aviation process at Schiphol are represented in the SSP. In its capacity as airport manager, Amsterdam Airport Schiphol is chairman and is responsible for the programme management.
The Schiphol Security and Public Safety Platform is a close cooperation between Schiphol and various government parties aimed at giving shape to the security policy components. The platform seeks to resolve security issues by means of public-private cooperation, thereby contributing to finding effective and efficient solutions in the fight against terrorism and crime. This public-private cooperation is crucial for the optimisation of security tasks. The Dutch Border Police (Koninklijke Marechaussee) is responsible for passport control, border control and the protection of civil aviation against attacks and hijackings. It is also responsible for issues such as human trafficking. Customs carries out checks on the import, export and transit of goods and is responsible for levying and collecting taxes and duties payable on the import of goods.