Corporate governance framework

Corporate Governance

Corbion's corporate governance framework is based on the requirements of the Dutch Civil Code, the Dutch Corporate Governance Code, the company's Articles of Association, and applicable securities laws and regulations.

Corbion nv (the "company" or "Corbion") is a Dutch public limited company with its registered office in Amsterdam. The company's shares are listed on Euronext Amsterdam.

The company is organized in a so-called two-tier system, comprising a Board of Management, solely composed of executive directors, and a Supervisory Board, solely composed of non-executive directors. The Board of Management (composed of the Chief Executive Officer and the Chief Financial Officer) is entrusted with the management of the company. A number of key officers have been appointed to manage the company together with the Board of Management. The members of the Board of Management and these key officers together constitute the Executive Committee. In performing their duties, the Supervisory Board and Executive Committee are guided by the interests of the company and its stakeholders.

The Supervisory Board supervises and advises the Board of Management and Executive Committee in performing their management tasks and setting the direction of the business of Corbion. The two boards are independent of each other and are accountable to the general meeting of shareholders of the company (the "General Meeting of Shareholders").

Corbion's Articles of Association require the approval of the Supervisory Board for certain major resolutions proposed to be taken by the Board of Management, including issuance of shares, repurchase of shares, reduction of the issued share capital, amendment of the Articles of Association, and significant changes in the identity or nature of the company or its enterprise.

The members of the Board of Management and the Supervisory Board are appointed by the General Meeting of Shareholders on the basis of nominations by the Supervisory Board. 

Download:
- Articles of Association (Dutch and English version)

Compliance with the Dutch Corporate Governance Code

Corbion is committed to embedding the Code principles within the company, thereby abiding by the core concepts of good business practices, integrity, openness, and transparent and well-supervised management. Important changes in the corporate governance structure are presented to the General Meeting of Shareholders for discussion. Corbion endorses and adheres to the principles of the Code and complies with almost all best practices with the exception of the deviations outlined in the annual report.

Link to:
- Dutch Corporate Governance Code

Sustainability

The Executive Committee has overall responsibility for sustainability and decides on the strategy and targets. We use a sustainability dashboard with qualitative and quantitative indicators, to
monitor our progress on the strategic sustainability initiatives. The dashboard is reviewed by the
Board of Management each quarter and is discussed with the Executive Committee at least twice
a year. The Director of Sustainability reports to the CSSO and drives the implementation and
reporting of the strategic initiatives. Accountability for managing sustainability initiatives and
delivering against targets lies with the relevant businesses and functions. This responsibility is
anchored in business targets and personal targets at various levels in the organization.
 
Corbion's sustainability sounding board, which includes representatives from all Corbion business
units and functions, advises the Director of Sustainability and the CSSO on the sustainability
strategy and specific initiatives.