6.3
Governance & compliance

Accell Group attaches great importance to good corporate governance. The Board of Directors and the Supervisory Board are responsible for the corporate governance structure of Accell Group and for compliance with the Dutch Corporate Governance Code (the ‘Code’). In this management report, we report for the first time on the basis of the new Code adopted in 2016. 

This section of the report shall first describe the corporate governance structure of Accell Group and shall subsequently explain from which best practice provisions of the Code Accell Group deviates.

Corporate governance structure

General

Accell Group is public limited liability company applying the full two-tier board structure. The corporate governance structure of Accell Group is laid down in the company’s articles of association and in the law.
The full text of the articles of association can be found on Accell Group’s website (www.accell-group.com in the section ‘Corporate Governance/Articles of Association’). 

Board of Directors

The Board of Directors is responsible for the management of Accell Group and for the continuity of the company and its associated enterprise. The Board of Directors is accountable to the Supervisory Board and to the General Meeting of Shareholders (the ‘General Meeting’) on these issues. In the performance of its tasks, the Board of Directors is guided by the interests of the company and its associated enterprise. The Board of Directors focuses in particular on the long-term value creation of the company and its associated enterprise and in doing so weighs the relevant interests of the stakeholders.

The Board of Directors is responsible for the identification and management of the risks associated with the company’s business operations and strategy. Accell Group has adequate internal risk management and control systems. This report includes a section titled ‘Risk management’ (section 4.4), which describes the internal risk management and control systems in more detail.

Certain important resolutions of the Board of Directors require the approval of the Supervisory Board, such as resolutions on major investments, share issues and the establishment and/or termination of long-term alliances between Accell Group and other companies. The General Meeting’s approval is required for resolutions of the Board of Directors that involve significant changes to the identity or character of the company or the enterprise. 

On 25 April 2017, the General Meeting granted the Board of Directors a mandate to acquire shares in the company’s own capital. The mandate was granted under the following conditions:

  • the authorisation would be valid for 18 months (until 1 November 2018);
  • the Supervisory Board’s approval would be required for the acquisition of shares in the company’s own share capital;
  • the number of shares would be at most 10% of the issued share capital; and
  • the acquisition price would be at most 110% of the average share price on the preceding five trading days.

The agenda for the General Meeting of Shareholders of 25 April 2018 includes a proposal to once again grant the Board of Directors an authorisation to acquire shares in the company’s own share capital under the same conditions as those set out above and on the understanding that the authorisation will be valid until 1 November 2019. 

Resolutions to issue shares are adopted by the General Meeting, insofar as and as long as it has not designated another company body. The pre-emptive rights can be limited or excluded by the company body authorised to adopt resolutions on the issuance of shares, provided that said authorisation is granted expressly to that company body.

On 25 April 2017, a resolution of the General Meeting of Shareholders extended the period during which the Board of Directors is authorised, with the approval of the Supervisory Board, to:

  • issue ordinary shares up to a maximum of 10% of the outstanding share capital, and
  • limit or exclude the pre-emptive rights upon the issuance of ordinary shares.

to 1 November 2018.

The agenda for the General Meeting of Shareholders of 25 April 2018 includes a proposal to extend this term to 1 November 2019.

The Board of Directors represents the company insofar as the law does not stipulate otherwise. Each member of the Board of Directors also has the authority to represent the company.

The Supervisory Board determines the number of the members of the Board of Directors and appoints and dismisses the members of the Board of Directors. The Board of Directors currently comprises four members. The Supervisory Board has appointed one of the members as chairman of the Board of Directors.

The Supervisory Board determines the remuneration of the individual members of the Board of Directors, with due observance of the remuneration policy adopted by the General Meeting of Shareholders most recently on 22 April 2010. Each year, the Supervisory Board compiles a remuneration report, which contains an explanation of the remuneration of the individual members of the Board of Directors. 

The remuneration report of the Supervisory Board for 2017 is available via the website (in the section ‘Corporate Governance/Remuneration’).


 

Batavus Fonk

Award: Good Industrial Design 2017

Batavus' Fonk is a typical city bike without frills. The cables for brakes and gears run through the frame, which makes them less vulnerable when parked. The Aerline lighting, which was developed especially for the Fonk, is permanently on and also has a standstill function that contributes to visibility in traffic.


 

Supervisory Board

The Supervisory Board has been tasked with the supervision of the policy of the Board of Directors and the general course of affairs in Accell Group and its associated enterprise. In the performance of its tasks, the Supervisory Board also focuses on the effectiveness of the internal risk management and control systems and the integrity and quality of the company’s financial reporting. In addition, the Supervisory Board provides the Board of Directors with advice. In the performance of its tasks, the Supervisory Board is guided by the interests of Accell Group and its associated enterprise and in doing so weighs the relevant interests of all of the the company’s stakeholders. The Supervisory Board receives all the information required for the performance of its tasks from the Board of Directors in a timely manner.

The Supervisory Board has drawn up regulations which include, among other things, the distribution of its tasks and its operating methods. The regulations also include a section on its interaction with the Board of Directors and the General Meeting. The regulations were amended in line with the new Code and adopted by means of a resolution of the Supervisory Board dated 15 December 2017. The regulations can be found on the Accell Group website (in the section ‘Corporate Governance/Supervisory Board’).

The Supervisory Board consists of at least three members. The General Meeting appoints the members of the Supervisory Board based on nominations drawn up by the Supervisory Board. The General Meeting can reject the nomination with an absolute majority of the votes cast, representing at least one-third of the issued share capital. If the nomination is rejected, the Supervisory Board shall draw up a new nomination. In the event that the General Meeting fails to appoint the nominee and also fails to reject the nomination, the Supervisory Board shall appoint said nominee. The Supervisory Board announces the nominations simultaneously to the General Meeting and the Works Councils of Accell Nederland B.V. and Accell IT Services B.V.  The General Meeting and the Works Councils are entitled to recommend nominees to the Supervisory Board for appointment as members of the Supervisory Board. The Supervisory Board will fill the nominations for one-third of the number of members of the Supervisory Board with persons recommended by the Works Councils, unless the Supervisory Board objects to said recommendation and provides grounds for the same. 

A member of the Supervisory Board shall resign no later than on the day of the first annual General Meeting of Shareholders held four years after his appointment and immediately after the end of said meeting. A resigning member of the Supervisory Board may be reappointed immediately. The members of the Supervisory Board receive a remuneration to be determined by the General Meeting. 

The Supervisory Board has drawn up a retirement schedule, which is published on the Accell Group website (in the section ‘Corporate Governance/Supervisory Board’).

The Supervisory Board has appointed from its midst an audit committee comprising Mr. J. (Jan) van den Belt (chairman) and Mr. P.B. (Peter) Ernsting, and a selection/remuneration committee comprising Mr. P.B. (Peter) Ernsting (chairman) and Mr. A.J. (Ab) Pasman.

These committees are tasked with preparatory activities as part of the decision-making process of the Supervisory Board. By means of a resolution dated 15 December 2017, the Supervisory Board established revised regulations for the audit committee and the selection/remuneration committee. These regulations can be found on the website (in the section ‘Corporate Governance/Supervisory Board’).

The Supervisory Board has drawn up a profile of its size and composition, taking into account the nature and operations of Accell Group and the desired expertise and background of the members of the Supervisory Board. The profile was most recently established by means of a Supervisory Board resolution dated 21 July 2011 and is available on the Accell Group website (in the section ‘Corporate Governance/Supervisory Board’). The Supervisory Board has appointed from its midst a chairman and a deputy chairman. The Supervisory Board aims to align the experience and expertise of its members effectively with the nature, activities and strategy of Accell Group. The Supervisory Board’s composition is such that the members are able to operate independently and critically, vis-à-vis each other, the Board of Directors and any company interest whatsoever. 

Composition Board of Directors and Supervisory Board

Although the Supervisory Board strives for a balanced distribution of seats between men and women on the Board of Directors and the Supervisory Board, it has proven difficult to find suitable female candidates for open vacancies. In any future appointments of managing directors, Accell Group will continue to strive for a balanced composition of the Board of Directors. Accell Group will also continue to strive for a balanced mix in the composition of the Supervisory Board in terms of age and gender, as is laid down in the profile for the Supervisory Board. The profile is available on Accell Group’s website.

General Meeting of Shareholders

Key powers, such as powers regarding resolutions to amend the articles of association, legal mergers and spin-offs, and the adoption of the annual accounts reside with the General Meeting. In addition, the General Meeting adopts the remuneration policy for the members of the Board of Directors. A General Meeting of Shareholders is convened at least once a year.

The General Meeting of Shareholders is chaired by the Chairman of the Supervisory Board. Minutes of the General Meeting of Shareholders are kept. Accell Group considers it important that as many shareholders as possible participate in the decision-making processes of the General Meeting of Shareholders. 

Shareholders and others entitled to vote are therefore given the opportunity to appoint proxies or to extend voting instructions ahead of the General Meeting of Shareholders. The Board of Directors is pleased with the high level of attendance at the General Meetings of Shareholders in recent years. At the General Meeting of Shareholders held on 25 April 2017, 53.3% of the total number of outstanding shares was either present or represented.

External auditor

The General Meeting appoints the external auditor. The external auditor reports its findings related to the audit of the annual accounts simultaneously to the Board of Directors and the Supervisory Board and records the results of its findings in a report. During the General Meeting of Shareholders the external auditor may be questioned about its report regarding the true and fair nature of the annual accounts and the external auditor attends said meeting and is authorised to speak at the same for that purpose. KPMG Accountants N.V. has been the external auditor for Accell Group since 2016. The Supervisory Board has put forward KPMG Accountants N.V. for reappointment as external auditor for the financial year 2018. The reappointment of the external auditor is on the agenda for the General Meeting of Shareholders of 25 April 2018.

Tax policy

Accell Group operates in compliance with all relevant laws and regulations. Tax payments Accell Group makes are largely related to corporate income tax, turnover tax, payroll taxes and social security premiums. Accell Group’s guiding principle is to pay taxes in the various countries in proportion to the operating results realised in the country in question.

Internal transactions are settled on the basis of the ‘at arm’s length’ principle. Periodically, Accell Group has consultations with the Dutch tax authorities, during which they discuss important fiscal aspects and developments. If necessary, Accell Group discusses important fiscal aspects with the tax authorities in advance. Risks pertaining to taxes are part of Accell Group’s internal risk management and control systems. Compliance with fiscal laws and regulations is considered a compliance risk.

Codes of Conduct

The Board of Directors has established an internal code of conduct incorporating the basic principles that apply to how employees of Accell Group and all of its group companies are expected to conduct themselves. The complete text of this Internal Code of Conduct is available on the Accell Group website (in the section ‘Corporate Governance’).

Accell Group has laid down its requirements for parties involved in the production and sourcing process in a code of conduct for suppliers. These requirements relate to, among other things, issues including the prohibition of child labour, involuntary labour and discrimination, safety requirements, environmental requirements and labour conditions. The code of conduct for suppliers is available via the Accell Group website (in the section ‘Corporate Governance’). 

Whistle-blower regulations

The Board of Directors has established whistle-blower regulations and published same on the Accell Group website (in the section ‘Corporate Governance’), so employees can report on alleged irregularities within Accell Group and its associated companies without harming their legal position. These regulations were recently amended.

Insider trading regulation

The Insider Trading Regulation established by the Board of Directors aims to provide rules to support the legal provisions aimed at preventing insider trading. The basic premise of the Insider Trading Regulation is that people should not conduct or recommend transactions in Accell Group shares and other Accell Group financial instruments if they are in possession of inside information, such in accordance with Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation). By virtue of the Insider Trading Regulation, persons with a reporting obligation (including members of the Board of Directors and the Supervisory Board) and the so-called designated persons at Accell Group are subject to various closed trading periods, announced by the Compliance Officer, in which they are not allowed to conduct any transactions, regardless of whether they are in possession of inside information or not. In line with the Insider Trading Regulation, persons with a reporting obligation and designated persons must report any transactions they have conducted to the Compliance Officer. Those with a reporting obligation must also report their transactions to the Dutch Authority for the Financial Markets (AFM).

On 12 December 2014, the Supervisory Board established a regulation that includes a number of provisions related to the possession of and transactions in securities by members of the Board of Directors and of the Supervisory Board, other than those issued by their ‘own’ company. This is the regulation as referred to in the last sentence of best practice provision 2.7.2 of the Code.

Protective measure

To protect the continuity of (the policy of) Accell Group and its stakeholders, Accell Group entered into an option agreement with Stichting Preferente Aandelen Accell Group in May 2015. This agreement replaced the previous agreement dating from December 1998, which was later amended in April 2009.

Pursuant to the option agreement, Stichting Preferente Aandelen Accell Group shall have the right at any time to acquire such number of cumulative preference shares B as are required to make Stichting Preferente Aandelen Accell Group, after the acquisition of said shares, the holder of one half, less one share, of the (increased) issued share capital. Stichting Preferente Aandelen Accell Group can exercise this right at any time in the event that it believes there is a threat to the independence and/or the identity and/or the continuity of (the policy of) the company, the associated enterprise and any parties involved in the same. The option can be exercised, among other things, to 1) prevent or delay (the threat of) a public bid on the shares in the share capital of the company that is deemed hostile, and/or 2) to prevent or oppose an unwanted concentration of voting rights in the General Meeting of Shareholders, and/or 3) to resist any unwanted influence or pressure from shareholders who wish to change the strategy of the Board of Directors. In these cases, the issuance of cumulative preference shares B enables the company and its Board of Directors and Supervisory Board to determine their point of view vis-a-vis the bidder/hostile shareholder and any plans they may have, to investigate alternatives and to defend the interests of the company and those of its stakeholders. Within six months after any issue of cumulative preference shares B, the Board of Directors shall convene a General Meeting of Shareholders to inform the shareholders regarding the state of affairs and discuss the same with said shareholders.

Pursuant to the option agreement, Stichting Preferente Aandelen Accell Group has been granted the right to submit a request for an inquiry (as meant in article 2:345 of the Dutch Civil Code) to the Enterprise Chamber of the Amsterdam Court of Appeal.

The main object of Stichting Preferente Aandelen Accell Group, which has its registered offices in Heerenveen, is to represent the interests of Accell Group and its associated enterprise, such including enterprises which are carried out by the companies with which it is affiliated in a group and all parties involved in the same. In the performance of this task, Stichting Preferente Aandelen Accell Group shall do its utmost to safeguard the interests of Accell Group and its associated enterprise and all parties involved in the same, while at the same time doing its utmost to resist any influences that may affect the independence and/or the continuity and/or the identity of the company and its associated enterprise in conflict with those interests. The managing board of Stichting Preferente Aandelen Accell Group comprises three members, being Mr. M.P. (Marco) Nieuwe Weme, Mr. B. (Bart) van der Meer, and Mr. A.J.M. (Naud) van der Ven. In the opinion of the company and in the opinion of Stichting Preferente Aandelen Accell Group, Stichting Preferente Aandelen Accell Group is independent from the company within the meaning of article 5:71, section 1 under c of the Dutch Financial Supervision Act (Wft).
 
 


 

Compliance with the Code 

As of the financial year 2017, we are reporting for the first time on the new Dutch Corporate Governance Code adopted on 8 December 2016. In the past Accell Group has complied with and currently complies with most of the principles and best practice provisions of the previous and current version of the Code, insofar as these are applicable to the company. In view of the nature, size and character of the Accell Group organisation, the company believes that it is in its own best interest to deviate from the best practice provisions listed below. The following explains why and to what extent Accell Group deviates from said provisions:

Best practice provision 2.2.1

On the basis of this provision, the maximum term of appointment for directors is four years. However, two of the current members of the Board of Directors were appointed for an indefinite period of time before 2005, when this provision first came into effect. Accell Group has decided to respect the contractual status quo of these current members of the Board of Directors. The appointments of members of the Board of Directors after that date, Mr. J.J. (Jeroen) Both in 2015 and Mr. A.H. (Ton) Anbeek in 2017, are for a term of four years.

Best practice provision 2.2.2

On the basis of this provision, a member of the Supervisory Board is appointed for a four-year period and may then be reappointed once for another four-year period. The member of the Supervisory Board may then subsequently be reappointed for a period of two years, which appointment may then be extended for a maximum period of two more years. At the General Meeting of Shareholders to be held on 25 April 2018, the Supervisory Board intends to nominate Mr. A.J. (Ab) Pasman, who has been a member of the Supervisory Board for eight years, for reappointment for a period of two years. The reasons for this proposed reappointment are explained in the report of the Supervisory Board in section 4.2 of this report.

Best practice provision 2.3.10

Until recently Accell Group did not comply with this provision. Until mid 2017, the company had a secretary to the Board of Directors. This role was limited to providing support for the Board of Directors. As of early 2018, the Supervisory Board is supported by a company secretary, who has been assigned the tasks outlined in best practice provision 2.3.10 of the Code.

Best practice provision 3.1.2 (vi)

The scheme for conditional shares stipulates a three-year reference period before the unconditional allocation. Following unconditional allocation, the shares must be held for at least two years. Although the formal period between conditional and unconditional allocation is two years, the reference period for unconditional allocation is three years and the Supervisory Board believes the term stipulated by the entire scheme is sufficiently long to secure the commitment of the members of the Board of Directors to the company and its associated interests.

Best practice provision 4.2.3

Accell Group does not comply with one aspect of this provision: not all analyst meetings and presentations to investors can be followed in real time via webcasting, conference calls or other means. In view of its shareholder structure, Accell Group has chosen to make its annual results presentation without webcasting. This has been shown to benefit the discussion about the results.

Best practice provision 4.3.2

Accell Group does not offer shareholders the opportunity to issue proxies and/or voting instructions to an independent third party prior to the General Meeting of Shareholders. The company has chosen not to comply with this provision to avoid incurring the costs associated with hiring an independent third party. However, Accell Group does offer shareholders the opportunity to issue proxies and/or voting instructions to the company itself.

Transactions involving conflicts of interest

In the financial year 2017, there were no transactions involving a conflict of interest with members of the Board of Directors or of the Supervisory Board or with majority shareholders as provided for in best practice provisions 2.7.4 and 2.7.5 of the Code.  The regulations for the Supervisory Board include rules on how to deal with (potential) conflicts of interest involving members of the Board of Directors or of the Supervisory Board and the external auditor in relation to Accell Group and stipulate which transactions require the approval of the Supervisory Board.

Decree article 10 of the Takeover Directive

The following is an overview of the information required under article 1 of the Decree article 10 of the Takeover Directive:

  • The company’s authorised share capital amounts to € 1,200,000 divided into 120,000,000 shares with a nominal value of € 0.01 each, divided into 55,000,000 ordinary shares, 5,000,000 cumulative preference shares F, and 60,000,000 cumulative preference shares B. As of 9 March 2018, the issued and paid-up capital of Accell Group amounts to  € 262,828.74 divided into 26,282,874 ordinary shares with a nominal value of  € 0,01 each. 
  • The company has no statutory or contractual limitation on the transfer of shares, with the exception of the statutory blocking provision with respect to the transfer of cumulative preference shares F.
  • An overview of substantial shareholdings in Accell Group is included in section 1.5 Accell shares.
  • There are no shares with special control rights issued by the company.
  • Accell Group does not have a monitoring mechanism for an employee share scheme.
  • There are no limitations or terms on the execution of the voting rights attached to ordinary shares. There are no depositary receipts for shares issued with the cooperation of the company.
  • The company is not aware of any agreements involving a shareholder of the company that may limit the transfer of shares or that may limit the voting rights.
  • The provisions for the appointment and dismissal of members of the Board of Directors and the Supervisory Board and for the amendment of the articles of association are incorporated in the articles of association of the company, which can be consulted on the Accell Group website (in the section ‘Corporate Governance’).
  • The powers of the Board of Directors and in particular its power to issue shares in the company and acquire shares in the company’s own share capital are described in section 4.3 of this report.
  • A number of agreements between the company and its lenders include the provision that the lenders have the right to terminate the agreements and to reclaim the loans issued prematurely in the event of a substantial change in the control over the company following a public bid as meant in article 5:70 of the Dutch Financial Supervision Act (Wft).
  • The company is not aware of any agreements with members of the Board of Directors or employees that provide for a payment in the event that the employment is terminated following a public bid as meant in article 5:70 of the Dutch Financial Supervision Act (Wft).

 


 

Koga Colmaro Allroad

Award: Good Industrial Design 2017

KOGA's Colmaro Allroad combines the characteristics of a racing bike and a mountain bike. This aluminium endurance racer is fitted with disc brakes and has invisible attachment points for the optional mudguards. The cables for the brakes and derailleurs run through the frame for better protection.