Corporate Governance
Compliance with the Dutch Corporate Governance Code
Alcyone strives for an organizational structure that does justice to the interests of the company, its customers, shareholders, employees and society. The Dutch Corporate Governance Code ("the Code") is an important guideline in this regard. The Code contains principles and best practice provisions that the persons and parties involved in a company must observe towards each other. Compliance with the Code is based on the 'comply or explain' principle.
The current Code dates from 2016. This Code is available on the website www.mccg.nl
Structure
Alcyone is a public limited company with its registered office in the Netherlands. Alcyone's shares are listed on the Euronext Amsterdam stock exchange. Alcyone has a two-tier governance structure. The Supervisory Board and the Executive Board are jointly responsible for the corporate governance structure and its supervision. The structure is evaluated annually. Important principles are:
integrity;
openness and transparency;
entrepreneurship;
customer focus;
reliability.
Board of Directors
The Executive Board manages Alcyone strategically, financially and organizationally. Board members are appointed by the General Meeting of Shareholders. The Executive Board consists of at least one person.
Supervisory Board
The Supervisory Board supervises the policy of the Executive Board and the general course of affairs in the company and its affiliated companies. She advises the Board. The members of the Supervisory Board are appointed by the General Meeting of Shareholders.
General Meeting of Shareholders
The General Meeting of Shareholders takes resolutions on matters such as:
the adoption of the annual accounts;
approval of dividend payments;
appointments of board members and supervisory directors;
remuneration schemes for members of the Executive Board and Supervisory Directors;
amendments to the articles of association.
The General Meeting of Shareholders must approve resolutions of the Executive Board on significant changes in the identity or changes in the character of the company or the company. A General Meeting of Shareholders is held at least once a year. The call for this meeting can be found on Alcyone's website.
Communication
Open and transparent communication with the financial community and with its capital providers is very important to Alcyone. Regular contact is maintained with analysts and investors, as well as with the financial media, which are the main sources of information for retail investors. The company relies on information from press releases in its communication with these target groups. Policies define what information is made public and when it is made public. Alcyone follows the rules and guidelines of the Netherlands Authority for the Financial Markets (AFM). This ensures that all shareholders are provided with accurate and simultaneous information.
Accountant
The audit by an independent auditor is one of the cornerstones of the Corporate Governance system. As in 2022, this audit was carried out by ABC Accountants NV in 2023.
Compliance and Enforcement of the Code
Alcyone subscribes to the principles of the Corporate Governance Code and largely complies with the best practice provisions. Due to the limited size of the company, Alcyone is not (yet) fully able to fully follow up on all best practice provisions. In those cases, the company already acts as much as possible in the spirit of the Code. The remainder of this chapter explains the extent to which the best practice provisions included in the Code are followed and why they are deviated from here and there.
Best practice provisions of the Supervisory Board (Chapter 2 of the Code)
In 2.1.7, the Code prescribes that the composition of the Supervisory Board is such that the members can operate independently and critically in relation to each other, the management board and any other partial interest. In order to guarantee independence, the composition of the Supervisory Board must be such that a maximum of one Supervisory Board member can be qualified as non-independent (2.1.8). Alcyone complies with this, citing the fact that supervisory director David Gilmour is a director of a legal entity (Mirach NV) that directly and indirectly holds at least ten percent of the shares in the company. In view of Alcyone's limited size, only two supervisory directors were chosen. As a result, the less than half criterion is not met.
The code writes in 2.1.9. that the chairman of the Supervisory Board is not a former director of the company and is independent within the meaning of the best practice provision in 2.1.8. David Gilmour is Chairman of the Supervisory Board. Given Alcyone's limited size and the desired level of experience to lead the Supervisory Board, this is a deviation from the criterion
The Supervisory Board of Alcyone has a limited size. For this reason, no separate committees have been set up within the Supervisory Board (principle 2.3). The best practice provisions 2.3.2, 2.3.3, 2.3.4, 2.3.6 that apply to committees within the Supervisory Board apply to the entire Supervisory Board. All topics are discussed in the full Supervisory Board. A division has been made into focus areas. Due to the two-tier governance structure, Principle 5.1 and its best practice provisions do not apply.
Alcyone deviates from the best practice provisions of Chapter 2 of the Code in these respects:
2.3.10: the Supervisory Board is supported by the company secretary;
Within Alcyone, there is no formal secretary of the company in office. This is due to the limited size of the company.
Best practice provisions (General Meeting of) Shareholders (chapter 4 of the Code)
The share capital is made up of ordinary bearer shares. As of December 31, 2022, the number of outstanding shares was 18,401,403 units. The company does not allocate preference shares or priority shares. No depositary receipts for shares have been issued with the cooperation of the company.
During the General Meeting of Shareholders, the Supervisory Board and the Executive Board are accountable for the policy pursued and supervision exercised in the previous financial year.
Alcyone deviates from the principles and best practice provisions of Chapter 4 of the Code in these respects:
4.3.3: The general meeting of a non-two-tier company may adopt a resolution to remove the binding nature of a nomination for the appointment of a director or supervisory director and/or a resolution to dismiss a director or supervisory director. This is possible by an absolute majority of the votes cast.
This point does not apply to Alcyone, because the company has a statutory provision that the General Meeting of Shareholders appoints and dismisses directors and supervisory directors.
4.2.2: The Company formulates an outline policy on bilateral contacts with shareholders and publishes this policy on its website. This policy is not formally present at Alcyone. Given the limited size of the organisation, there is already sufficient transparency in relations with shareholders. In practice, the Executive Board maintains contact with shareholders as needed.
Best practice provisions for auditing financial reporting, internal audit function and external auditor (Chapter 1 of the Code)
In the context of the annual audit, the external auditor pays attention to the internal control system and internal control. The external auditor has discussed the audit plan in advance with the Executive Board, the Executive Board and the Supervisory Board and is present at the meeting of the Supervisory Board in which the annual figures are discussed. The auditor may be questioned by the General Meeting of Shareholders about the statement on the fairness of the financial statements.
In this respect, Alcyone deviates from the principles of Chapter 1 of the Code. Principle 1.3: according to this principle, an internal auditor functions under the responsibility of the Executive Board. Given the limited size of the company, Alcyone does not have an internal auditor. This gap is filled by having our own consultants carry out internal audits of the processes and procedures that lead to financial accountability. The Executive Board and Supervisory Board are informed of the results of these audits via the regular monthly reports.
Diversity
The Executive Board sees the use of diversity as a means to achieve more impact. This has a positive effect on employees, collaboration between teams and long-term results. Diverse teams tend to be more creative, able to see a wider variety of solutions, and make better decisions. The Supervisory Board supports this policy.
The composition of both the Executive Board and the Supervisory Board also strives for sufficient diversity. In the event of vacancies, the requirements with regard to knowledge, skills, competencies and experience will be leading, but preference will be given to suitable candidates who can improve the intended diversity in the composition of the Supervisory Board and Executive Board. In line with these principles, Joni Mitchell was appointed as a member of the Supervisory Board in November 2022, which improved diversity within the Supervisory Board and with which Alcyone meets the requirements of Article 2:142b with regard to a balanced composition of the Supervisory Board.
Corporate Governance Supervisory Board
Due to its limited size, the Supervisory Board has not set up any committees. The Supervisory Board is also the Audit Committee, as required by Article 2.1 of the Audit Committee Decree, and fulfils the legally defined tasks as set out in Article 2.2 of the Audit Committee Decree.
The company has not set up an independent internal audit service. The Supervisory Board is of the opinion that, in view of the company's relatively limited size and unambiguous services, it is not in the company's interest to set up an independent internal audit service.
The composition of the Supervisory Board does not yet fully comply with the guidelines of the Corporate Governance Code. Mr. David Gilmour is also a director of the company's major shareholder, which means that provision 2.1.7ii, which requires more than half of the supervisory directors to be independent, has not been complied with. Due to its limited size, this is temporarily deviated from. The composition is balanced. The combination of experience, expertise and independence enables the Supervisory Board to perform its various tasks properly. David Gilmour is a financial expert in accordance with Article 39(1) of Directive 2014/56/EU. The composition of the Supervisory Board is such that the members can operate independently and critically in relation to each other, the board and any other partial interest. In 2023, the Supervisory Board conducted an internal evaluation of its own performance and that of the Executive Board.
In 2023, the Supervisory Board determined that the Corporate Governance Code within Alcyone had been properly complied with in accordance with agreements. In practice, no possibility and/or reason is seen as the possibility and/or reason to adjust existing policy with regard to compliance with the Corporate Governance Code.
Remuneration of the Supervisory Board
The remuneration of the Supervisory Board is not linked to the company's results. The amount of this remuneration is based on what is customary for a supervisory board position at comparable organisations and is in line with the market. The General Meeting of Shareholders determines the remuneration of the members of the Supervisory Board.
Members of the Supervisory Board
David Gilmour
David Gilmour (1964) is a Dutch national. He has been a major shareholder and chairman of the board of Mirach since 2008. He studied Business Economics at Erasmus University Rotterdam and has extensive experience in the field of listed companies. From October 1993 to October 2009 he worked for the Dutch Association of Securities Owners, the last 8 years as director. In this position, he has gained extensive and relevant experience and knowledge in the areas of valuation and monitoring of listed companies, corporate governance, investor relations and mergers and acquisitions. In this position, he has also built up a valuable network in the business world and the financial sector in particular.
David Gilmour was a core member of the Tabaksblat Committee (2005-2006), chairman of the pan-European organisation of shareholders' associations Euroshareholders (2007-2011), director of the legal predecessors of Alcyone NV (2011-2012 and 12 December 2013-29 January 2014), member of the Market Participants Panel of the pan-European stock exchange supervision organisation CESR (2003-2010) and supervisory director of EDCC NV (2009-2011). David Gilmour was also a member of the Supervisory Board of Euronext Amsterdam.
David Gilmour is currently a member of the Committee of Recommendation of the Wilhelmina Children's Hospital Foundation and a member of the Supervisory Board of SnowWorld and Morefield Group. David Gilmour is also a director at IEX Group NV (non-executive director), MKB Nedsense and Sucraf NV. Mirach NV currently owns between 15% and 20% of the shares in Alcyone NV. He is also a shareholder in Alcyone NV through his personal company Mesarthim Holding BV.
David Gilmour has been appointed for an indefinite period at the Extraordinary Meeting of Shareholders held on 20 December 2019. The aim was to achieve a term of four years in line with the Dutch Corporate Governance Code. Reappointment will be put on the agenda of the next Annual General Meeting of Shareholders.
Joni Mitchell
Joni Mitchell (1985) is a Dutch national. She obtained her Bachelor of Laws in Utrecht and after her studies she gained a lot of knowledge and experience in various positions within secondment, human resource management and consultancy. She fulfilled various roles at Phact 2015-2019. In 2019, she founded her own consultancy firm. Here, Joni Mitchell fulfils hands-on ad interim roles at the intersection of secondment, change management and performance management.
In addition, she is active within Mitchell Administratie & Advies BV and Mitchell Personeel & Advies in Amersfoort, where she acts within operational management and as a strategic consultant for various SMEs throughout the Netherlands.
Joni Mitchell has been appointed for a term of 4 years at the Extraordinary Meeting of Shareholders held on 17 November 2022.
Corporate Governance Statement
This is a statement on Corporate Governance as referred to in Article 2a of the Decree on the content of the annual report of 1 January 2010 ('Decree'). This statement can also be found on Alcyone's website. The required information to be included in this Corporate Governance statement, as referred to in Articles 3, 3a and 3b of the Decree, can be found in the following chapters, sections and pages of this annual report. It is to be regarded as inserted and repeated here:
Compliance with principles and best practice provisions of the Corporate Governance Code (Article 3 of the Decree) can be found in the chapter Corporate Governance;
The main features of the internal risk management and control system in connection with the group's financial reporting process (Article 3a(a) of the Decree) are described in the report of the Board of Directors;
The composition, appointment, powers and functioning of the Executive Board and Supervisory Board (Article 3a(c) of the Decree) are described in the chapters on Corporate Governance and the Supervisory Board;
Each Alcyone share entitles you to cast one vote. There are no restrictions on the exercise of voting rights by holders of shares - neither in terms of the number of votes nor as regards the period in which they may be exercised. In addition, information about the functioning of the General Meeting (Article 3a sub b of the Decree on Resolution) can be found in the Corporate Governance chapter;
Alcyone immediately or periodically reports to the Netherlands Authority for the Financial Markets the total of the changes in the capital and votes in accordance with Articles 5:34 and 5:35 of the Financial Supervision Act. Alcyone does not have any participations that are eligible for notifications under Article 5:43 of the Financial Supervision Act;
Control and management systems
Throughout 2023, the Executive Board and Supervisory Board continuously analysed and assessed the effective functioning of existing risk management and control systems, using the formal processes, reports and evaluations available for this purpose. It was concluded that the internal risk management system functioned properly during the year under review and that no irresponsible risks were taken.
With reference to best practice provision 1.4.3 of the Corporate Governance Code 2016, the Executive Board declares that the management report provides sufficient insight into the functioning of the internal risk management and control systems, that the aforementioned systems provide a reasonable degree of assurance that the financial reporting does not contain material misstatements and that, in the current state of affairs, it is justified that the financial reporting has been prepared as a going concern basis. And furthermore, that the management report states the material risks and uncertainties that are relevant to the expectation of the company's continuity for a period of twelve months after the report has been drawn up.