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Corporate Governance



General

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.

Management Board

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.

Supervisory Board

The Supervisory Board of Schiphol Group consists of at least five and at most eight members and meets at least four times a year. At the end of 2013, the Supervisory Board consisted of six members and there were two vacancies. Early in 2014, the General Meeting of Shareholders will be asked to ratify the appointment of two candidates already nominated. Mr L. Galzy has been appointed as member of the Supervisory Board on behalf of Aéroports de Paris S.A. on February 10, 2014. 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 taxation, treasury policy, insurance policies and pensions also fall within this committee’s portfolio.
  • The Selection and Appointments Committee carries out preparatory activities 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, together with the Chairman of the Supervisory Board, carries out 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 Supervisory Board with regard to relationships with shareholders and communication strategy (Public Affairs) while, on the other, 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 on 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 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. During the General Meeting of Shareholders on 15 April 2010, the 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 relevant to Schiphol Group and are therefore applied. The provisions regarding 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 do not apply. Also, due to the small number of shareholders, the obligatory presence at the General Meeting of Shareholders of the full Supervisory Board, the Management Board and the external accountant is waived.

Since 2012, Schiphol has applied the Code's provisions regarding remuneration in full 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). An updated version of Schiphol Group's ‘comply or explain’ overview was approved by the Supervisory Board in 2013.

In 2013, Mr De Romanet de Beaune was a member of the Supervisory Board. He is not classified as independent within the meaning of the Corporate Governance Code (provision III.2.1). With the appointment of Mr Wijn as a Supervisory Board member, Schiphol no longer applies the principle that no more than one Supervisory Board member may be exempted from the independence requirement as defined in the Code. Mr Wijn currently serves on the Management Board of ABN AMRO Bank, a business relation 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 Whistleblower Scheme and the rules governing the Supervisory Board, its committees and the management.

Securities transactions

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 Ms de Groot both hold a board position at Aéroports de Paris S.A. In that capacity, they are under an obligation to hold at least one share in the capital of Aéroports de Paris S.A. The director of Corporate Legal is the central officer referred to in the Regulations governing Inside Information and the Holding of Securities and Securities Transactions.

Schiphol, 13 February 2014

The Supervisory Board

The Management Board

Corporate Governance structure Schiphol Group
Organisation of Corporate Responsibility

The President and CEO of Schiphol Group is primarily accountable for Corporate Responsibility. The CFO is responsible for the integrated annual report. The Management Board defines the Corporate Responsibility vision and policy. Its members are assisted by the Management Team and by 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 ambitions that transcend individual business area are realised. Each quarter, the Schiphol Group Management Team discusses the relevant Corporate Responsibility developments, dilemmas and the report on 25 non-financial objectives.

The COO acts as 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 further improving the monitoring of order and security on the airport grounds. These are the Schiphol Rules. The airport manager exercises primary supervision of 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.

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 make sure that Schiphol's activities are in line with this vision. They stimulate the collaboration with stakeholders, ensure that awareness and implementation are promoted within Schiphol and work on integrating Corporate Responsibility in the thinking and behaviour of Schiphol employees. This is achieved by carefully weighing the interests of people, planet and profit – both with regard to the choices for the future and in day-to-day operations.

Material theme

Final responsibility

Challenges

Concrete actions see1

Destinations network

CEO; delegated to Director of Aviation Marketing

Continuation of intensive relationship with stakeholders

Top Connectivity

Competitive position

CEO

Competition of other airports

Top Connectivity

Excellent Visit Value

Financial performance

Economic impact

CEO

Challenging economic conditions

Top Connectivity

Excellent Visit Value

Competitive Marketplace

Sustainable Performance

Noise and the local community

Strategic Stakeholder Management Manager

Develop action plans for 2014-2020 that address the right themes

Noise and the local community

Climate-friendly aviation

Director of theGROUNDS

Develop action plans for 2014-2020 that address the right themes

Climate and the environment

Accessibility and air quality

CCO2

Develop action plans for 2014-2020 that address the right themes

Accessibility

Climate and the environment

Commodity shortages

Director of Aviation Asset Management

Develop action plans for 2014-2020 that address the right themes

Climate and the environment

Sustainable employment

Director of Human Resources

Develop action plans for 2014-2020 that address the right themes

Sustainable employment

Safety

Director of Aviation Safety, Security & Environment

Ensuring a safe environment

Safety

  • This overview is not exhaustive
  • From January 2014: Director of Corporate Procurement