This report contains an overview of the activities of the Supervisory Board and its committees in 2019. A description of the composition and operation of the Supervisory Board is set out in this report and in the chapter on Governance.
Profile and composition of the Supervisory Board
The Supervisory Board of LeasePlan has been composed to warrant proper execution of the function of the Board and its committees. Its size and composition are attuned to the nature and characteristics of the business as well as the required expertise and background of each member. In 2019, the Supervisory Board consisted of Mr J.B.M. Streppel (Chairman), Mr S. van Schilfgaarde, Mr M. Dale, Mr P.J. Scholten (from 13 June ), Ms H. von Stiegel, Ms A. van Hövell-Patrizi, and Mr E.J.B. Vink.
All members of the Supervisory Board perform their duties independently and critically. In the event of a conflict of interest with regard to a particular topic, the Supervisory Board member in question may not participate in discussions or decision-making on that topic. Five members are independent (two were appointed following the specific right of recommendation by the Works Councils) and two are associated with the consortium of shareholders.
The members of the Supervisory Board have a diverse and balanced mix of knowledge, skills, and expertise, in line with the required profiles.
The Supervisory Board aims to ensure that its members represent a good balance in terms of diversity (including nationality, gender, and area of expertise) to warrant proper supervision of the overall management of the Group by the Managing Board.
Responsibilities of the Supervisory Board
The Supervisory Board supervises the Managing Board and the general conduct of affairs of LeasePlan and its Group companies. In its role, it acts as an advisory partner to the Managing Board in determining the company’s strategic direction. Regular topics for discussion and, where necessary, approval, are the annual and quarterly financial statements, operating and financial performance, organisation and people, strategy, funding, potential acquisitions and major investments, objectives, business plans, budgets, IT infrastructure, risk management, risk appetite, governance, internal controls, and any other organisational developments of the business.
The Chairman of the Supervisory Board is in close contact with the Chairman of the Managing Board. There are close relations with the Works Councils, not only safeguarded by the two Supervisory Board members who were appointed following the specific right of recommendation of the Works Councils, but also through direct and regular contacts from the Chairman of the Supervisory Board with the Works Councils. The Chairman of the Managing Board and the Company Secretary ensure that the members of the Supervisory Board receive timely and clear information on all relevant matters. LeasePlan’s internal control functions have direct access to the Chairmen of the relevant committee or Supervisory Board, as applicable. Certain resolutions of the Managing Board, specified in the Articles of Association of LeasePlan and in the Managing Board regulations, are subject to approval by the Supervisory Board. The Supervisory Board may discuss and, where necessary, approve certain decisions by way of written resolutions outside of the scheduled meetings.
Terms of appointment of members of the Supervisory Board
Members of the Supervisory Board are appointed for a maximum term of four years and may be reappointed following the expiry of the first term.
Assuring supervision quality
The members of the Supervisory Board took part in the Lifelong Learning (LLL) programme during the year. The Chairman of the Supervisory Board decides on the contents of the Supervisory Board’s LLL, with the aim of maintaining and, where necessary, improving the expertise of the Supervisory Board members at the standards that are generally imposed. The learning programme covers relevant developments in the company and its corporate governance, as well as specific topics relating to the financial sector, integrity, risk management, financial reporting and audits.
Assessment of the Supervisory Board
The Supervisory Board carries out an annual assessment of its own performance, its composition and effectiveness, as well as the effectiveness of the LLL programme. Every three years, the self-assessment is performed with the assistance of independent supervision by a professional party selected by the Supervisory Board. In this triennial assessment, focus lies on the evaluation of the performance of individual Supervisory Board members, the culture within the Supervisory Board and the relationship between the Supervisory Board and the Managing Board. The Supervisory Board also performs an assessment of the Managing Board and its individual members, and its LLL programme. In September 2019, Strategic Management Centre (external party) carried out the Supervisory Board self-assessment and presented the report during the Supervisory Board meeting on 8 November 2019.
The Supervisory Board is of the opinion that it meets the required profile in terms of suitability, expertise and diversity, and also complies with the Dutch Corporate Governance Code in this respect, although the code is not applicable to LeasePlan as a non-listed entity. The Supervisory Board Chairman prioritised bilateral contacts with the other Supervisory Board members to make sure everybody had the required information and knowledge, and there have been regular discussions with the Managing Board, the consortium of (indirect) shareholders and the Works Councils.
Meetings of the Supervisory Board and attendance
In 2019, the Supervisory Board held eight meetings.
|6 FEBRUARY 2019||23 AUGUST 2019|
|8 MARCH 2019||18 SEPTEMBER 2019|
|9 MAY 2019||8 NOVEMBER 2019|
|9 AUGUST 2019||14 NOVEMBER 2019|
Attendance of SB members
|Steven Van Schilfgaarde||100%|
|Allegra Cristina Carla van Hövell-Patrizi||92.3%|
|Paul Johannes Scholten||100% (since appointment 13 June 2019)|
|Herta von Stiegel||100%|
|Eric-Jan Boudewijn Vink||85.7%|
|Committee||Number of meetings|
|Selection and Appointment Committee||3|
|Jos Streppel||Selection and Appointment Committee (chair), Remuneration Committee and Risk Committee|
|Steven van Schilfgaarde||Audit Committee (chair), Selection and Appointment Committee and Risk Committee|
|Manjit Dale||Selection and Appointment Committee, Remuneration Committee and Risk Committee|
|Allegra Cristina Carla van Hövell-Patrizi||Risk Committee (chair)|
|Paul Johannes Scholten||Risk Committee (as per 13 June 2019) and Remuneration Committee (as per 1 December 2019)|
|Herta von Stiegel||Remuneration Committee (chair), Selection and Appointment Committee and Audit Committee|
|Eric-Jan Boudewijn Vink||Audit Committee|
Senior management was frequently invited to make presentations on a range of topics to the Supervisory Board and its committees. Members of the Supervisory Board, the Managing Board and senior management also held relevant discussions throughout the year that were not part of the formally scheduled meetings and calls. The combination of regular meetings / conference calls and the various informal consultations ensured that the Supervisory Board was well informed about the running of the business. The Supervisory Board additionally held several discussions among its members without members of the Managing Board being present.
Supervision: topics discussed
The recurring items on the quarterly agenda include the financial and commercial results, market developments, developments related to funding and liquidity (including quarterly approval of the funding framework), performance of the Group companies, and risk management with a specific focus on the performance against the approved risk appetite, asset risk management, and credit risk management including approval of credit exposures above EUR 150 million.
Management of the company
The Supervisory Board is satisfied by the company’s overall results, which support its strategy to strongly position the business in the shift from ownership to subscription services, and ensure it can reap the benefits of market growth in the years ahead. It is also satisfied with the investments made in its operations, most notably, in the CarNext.com platform and its digital transformation. In addition, it supports the active role LeasePlan is playing in helping to bring down harmful emissions by leading the transition to electric vehicles.
Financial reporting is discussed regularly at meetings and calls of the Supervisory Board. All interim financial statement and related review reports of the external auditor were discussed in the presence of the external auditor. The Supervisory Board approved the financial statements for 2019 on 20 March 2020. KPMG acted as external auditor for the 2019 financial year. For each reappointment of the external auditor the Audit Committee will make a recommendation for the year under review in its March meeting, which will then be decided upon during the General Meeting of Shareholders.
Composition and reporting by committees
The Supervisory Board has a total of four committees. These are: the Audit Committee; the Risk Committee; the Remuneration Committee; and the Selection and Appointment Committee. Each committee prepares the Supervisory Board’s decision-making in its designated area of interest. The Supervisory Board remains fully responsible, however, for the decisions prepared by these committees. Each Supervisory Board member is entitled to attend the committee meetings, and receives the minutes of each committee meeting and, if so desired, all documentation. The Chairman of the Supervisory Board regularly attends the Audit Committee meetings as a guest.
The Audit Committee (AC) met six times during the year. Recurring items were reviewing the quarterly financial performance press releases, and interim financial statements, the yearly assessment and planning of the internal audit function, the quarterly reports of the external auditor, IFRS reporting updates and the internal control measures. The external auditor attended all meetings of the AC.
There were five Risk Committee meetings in 2019. A cycle of risk-related matters is addressed with a frequency of four times during the year (and more often if so desired), with specific items to be tabled upon request, such as IT security, resourcing and Pillar III.
The Remuneration Committee met two times in 2019. It discussed the Remuneration Framework, Identified Staff Selection and Remuneration, Target setting and the Variable Pay Plan. For more information on remuneration matters please refer to the Remuneration Report.
Selection and Appointment Committee
The Selection and Appointment Committee met three times in 2019. It discussed MB and SB related (re-) appointments and vacancies.
Annual report and financial statement for 2019
In accordance with the relevant provisions of the Articles of Association of LeasePlan, the Supervisory Board has reviewed the annual report and the financial statements for 2019. The Supervisory Board discussed these documents with the Managing Board and KPMG, the external auditor, and took note of the external auditor’s report that it issued on the financial statements of 2019. The Supervisory Board proposes that the shareholders adopt the financial statements and the proposed profit appropriation contained therein, and recommends the endorsement of the Managing Board’s conduct and the supervision thereof as provided by the members of the Supervisory Board.
20 March 2020
The Supervisory Board
Jos Streppel (Chairman)
Steven van Schilfgaarde (Vice-Chairman)
Allegra van Hövell-Patrizi
Herta von Stiegel
Report from the Supervisory Board