Corporate Governance Structure

X5 Retail Group N.V. adopted a two-tier corporate governance structure, comprising a Management Board and a Supervisory Board.  Both the Management Board and the Supervisory Board are accountable to the General Meeting of Shareholders for the performance of their duties.

 

The Management Board

The Management Board is responsible for X5’s overall management.  It is accountable for the Company’s pursuit and achievement of corporate goals and objectives, its strategies and policies.  The Management Board is responsible for complying with all relevant legislation and regulations, for managing the risks associated with the Company’s activities, for financing and external communication. The Management Board is required to report related developments to, and discusses the internal risk management and control systems with the Supervisory Board and its Audit Committee.

The Management Board currently consists of three members, the Chief Executive Officer, Chief Financial Officer and the Company Secretary.

 

The Supervisory Board

The Supervisory Board is responsible for advising and supervising the Management Board and the general course of affairs of X5 and its businesses.  In performing its duties, the Supervisory Board takes into account the relevant interests of the Company’s stakeholders, and, to that end, considers all appropriate interests associated with the Company.  Major business decisions require the approval of the Supervisory Board.  The Supervisory Board also supervises the structure and management of systems of internal controls as well as the financial reporting process.  The Supervisory Board meets at least four times per year.

The General Meeting of Shareholders determines the number of members of the Supervisory Board.  The Supervisory Board currently consists of seven members.

While retaining overall responsibility, the Supervisory Board assigns certain tasks to its four permanent committees: the Audit Committee, the Nomination and Remuneration Committee, the Related Party Committee and the Strategy Committee.  Each committee is composed of at least two members, at least one of whom must be independent within the meaning of the Dutch Corporate Governance Code.  The members of each committee are appointed by and from the Supervisory Board.  The committees operate pursuant to terms of reference established by the Supervisory Board, in accordance with the Dutch Corporate Governance Code.

 

Articles of association

Supervisory Board Rules

Supervisory Board Profile

Composition of the Supervisory Board and its Committees

Remuneration Report 2010

Code of Conduct with regard to Insider Trading

Guiding Principles of Business Conduct

Dutch Corporate Governance Code

Policy on bilateral contacts with shareholders