Corporate Governance

X5 Retail Group N.V. adopted a two-tier corporate governance structure, comprising a Management Board and a Supervisory Board

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​​​The Company’s highest corporate body is the General Meeting of Shareholders.

X5 Retail Group N.V. is required to hold a General Meeting of Shareholders within six months after the end of the financial year, among other things, to adopt the financial statements, to decide on any proposal concerning profit allocation and to discharge the members of the Management Board and Supervisory Board from their responsibility for the performance of their respective duties for the previous financial year.

For more information please visit ​​​​​​General Meeting of Shareholders​​​

​​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 eight 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.

Under the chairmanship of the CEO, the Executive Team has responsibility for day-to-day management of X5, ensuring coordination of functional units, compliance with all relevant legislation and regulations, and managing risks associated with the Company’s activities

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