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 nine members.
While retaining overall responsibility, the Supervisory Board assigns certain tasks to its three permanent committees: the Audit and Risk Committee, the Nomination and Remuneration Committee, and the Sustainable Development and Innovation 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.