1. Resultados
1.12 Comportamiento de los indicadores de liquidez de las empresas del
and submits all substantial changes to the structure to the General Meeting of Shareholders for discussion. Information about corporate governance and the rules and regulations is available at Kendrion’s website (www.kendrion.com), under ‘Corporate Governance’. This section and the ‘Information on Kendrion N.V. shares’ section incorporate the information referred to in Article 1 of the Decree of 5 April 2006 for the implementation of Article 10 of the EU Takeover Directive. In addition, the information contained in this section in combination with the information about the management and control systems for the fi nancial reporting contained in the risk management section can be regarded as the Corporate Governance Statement prescribed by the Decree
establishing further instructions concerning the content of the annual report (‘Besluit tot vaststelling van nadere voorschriften omtrent de inhoud van het jaarverslag’) as amended in December 2009. This Corporate Governance Statement has also been published on the company’s website.
Kendrion is aware that the House of Representatives of the Dutch Parliament adopted the legislative proposals for the implementation of the EU Directive on the exercise of shareholder rights as well as for ‘management and supervision’ on 8 December 2009. Kendrion shall implement the requisite measures, to the extent required, once the Senate of the Dutch Parliament has approved the legislation and the new acts come into force.
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Corporate governance structure
Kendrion N.V. is a public limited liability company under Netherlands law, with its registered offi ces in Zeist, the Netherlands. The company’s authorised share capital is divided into 40,000,000 ordinary shares with a nominal value of EUR 2.00. At year-end 2009 11,316,374 ordinary shares had been issued, of which 48,488 shares are held by the company. These ‘own’ shares have been purchased in the past for the purposes of the long-term incentive (LTI) programme and the share plan for the senior management. Kendrion’s shares are listed on NYSE Euronext’s Amsterdam market. Given the limited number of employees, Kendrion N.V. does not have a Works Council.
Report of the Board
Meeting of Shareholders at any time. The General Meeting of Shareholders can pass a resolution for dismissal on the proposal of the Supervisory Board by an absolute majority of the votes cast. The General Meeting of Shareholders can pass a resolution for dismissal other than on the proposal of the Supervisory Board solely by an absolute majority of the votes cast that represents at least one third of the issued share capital.
The Board is supplemented by an Executive Committee, which is not mandated under the Articles of Association, comprised of the Board and the Business Unit Managers. The Executive Committee is a consultative body and the Board always has the deciding vote.
Important resolutions of the Executive Board require the approval of the Supervisory Board. The resolutions governed by this stipulation are specifi ed in Kendrion’s Articles of Association.
The Executive Board has the authority, with the approval of the Supervisory Board, to decide to issue shares in the period until 6 October 2010. This authority relates to a maximum of 10% of the issued share capital at the time of issue. On the basis of this authority, the Executive Board decided (with the approval of the Supervisory Board) to increase the issued share capital with 9.99% as from 28 September 2009 to strengthen the company’s fi nancial position by raising new capital. This represents the issue of 1,028,750 shares with a nominal value of EUR 2.00 per share, as a result of which a total of 11,316,374 shares had been issued on 31 December 2009.
In addition, the Executive Board has the authority to arrange for the company to acquire shares in its capital. This authority relates to a maximum of 10% of the issued share capital, and runs until 6 October 2010. Each year, the Executive Board places a request to be granted the authority for the issue and purchase of shares referred to above on the agenda of the General Meeting of Shareholders.
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Supervisory Board
The Supervisory Board’s duty is to supervise the management of the Executive Board and the general developments within the concern and its affi liated companies, and to advise the Executive Board. Meetings of the Supervisory Board are usually attended by the Board.
In 2009, the number of Supervisory Board members increased from three to four. The members of the Supervisory Board are appointed by the General Meeting of Shareholders on the recommendation of the
Supervisory Board. The Supervisory Board has adopted regulations and a profi le of the Supervisory Board. No restrictions are imposed on these proxies, which can
be granted electronically or in writing to the company, or to independent third parties. Each share grants an entitlement to one vote. All resolutions adopted by the General Meeting of Shareholders are passed by an absolute majority of the votes cast, unless the law or the Articles of Association prescribe a larger majority. The shareholders possess the rights conferred by Kendrion’s Articles of Association and by law.
Shareholders individually or jointly representing at least one percent of the issued share capital (or individually or jointly representing at least EUR 50 million of the issued share capital) are entitled to submit a request to the Executive Board or Supervisory Board for the inclusion of items on the agenda of the General Meeting of Shareholders. A request of this nature shall be granted provided that weighty interests of the company do not dictate otherwise, and that the request is submitted in writing to the CEO or the Chairman of the Supervisory Board at least sixty days before the date of the General Meeting of Shareholders. Resolutions relating to items placed on the agenda in this manner can be passed by an absolute majority of the votes cast that represents at least one third of the issued share capital. In the event that an absolute majority supports the resolution but this majority does not represent one third of the issued share capital then in a new meeting to be convened the resolution can be passed by an absolute majority of the votes independent of the represented issued share capital (unless the law prescribes a larger majority or a quorum).
Shareholders representing 66% of the total issued share capital attended or were represented at the regular General Meeting of Shareholders held in the year under review on 6 April 2009.
Shareholders representing 41% of the total issued share capital attended or were represented at the Extraordinary General Meeting of Shareholders held on 1 July 2009.
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Board
Kendrion is managed by a Board comprised of three members, of whom two are Executive Directors, and is supervised by the Supervisory Board. The Executive Board possesses the powers that the law or the Articles of Association have not assigned to the Supervisory Board or the General Meeting of Shareholders.
The Executive Board has adopted regulations governing the Board’s procedures and decision-making. These regulations have been approved by the Supervisory Board. The members of the Executive Board are appointed by the General Meeting of Shareholders on the
recommendation of the Supervisory Board. Each member of the Executive Board can be dismissed by the General
The Supervisory Board elects a Chairman from amongst its members. The members of the Supervisory Board step down by rotation pursuant to a schedule adopted by the Supervisory Board. Members of the Supervisory Board who step down can be reappointed.
These reappointments take account of the manner in which the candidate performed his or her duties as a member of the Supervisory Board.
Each member of the Supervisory Board can be dismissed by the General Meeting of Shareholders at any time in a resolution passed by an absolute majority of the votes cast. Resolutions for dismissal not on the proposal of the Supervisory Board are passed solely by an absolute majority of the votes cast that represents at least one third of the issued share capital.
An Extraordinary Meeting of Shareholders held on 1 July 2009 appointed Dr H.J. Kayser as the fourth Member of the Supervisory Board. The profi le of the Supervisory Board was amended in 2009 in view of the changed company profi le, the appointment of a fourth member of the Supervisory Board and the diversity provisions of the amended Corporate Governance Code.
The Supervisory Board decided to establish two committees, namely an Audit Committee and a Remuneration Committee. The committees will be responsible for making the preparations for the decision- making by the Supervisory Board. Their roles and responsibilities are in accordance with the relevant provisions of the Netherlands Corporate Governance Code. The regulations for both committees have been adopted by the Supervisory Board. The regulations have been published on Kendrion’s website.
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Code of Conduct and the Whistleblower’s
Charter
The Code of Conduct and the Whistleblower’s Charter are available for inspection on the website.
The Whistleblower’s Charter offers the Kendrion employees an opportunity to report irregularities or suspicions of irregularities to the management without jeopardising their legal position. Kendrion plans to introduce an amended Code of Conduct in the fi rst half of 2010. The Whistleblower’s Charter will also be reviewed in 2010.
Corporate governance structure in light of the Netherlands Corporate Governance Code The provisions of the Corporate Governance Code 2003 are applicable to Kendrion. Kendrion has applied virtually all the principles and best practice provisions – to the extent that they are applicable – that are laid down in this Code. The Corporate Governance Code was amended on 10 December 2008 and came into force on 1 January 2009.
The Corporate Governance Code can be found at www.commissiecorporategovenance.nl. Kendrion endorses the general objectives of and background to the amendments. Kendrion already complied with most of the amended or supplementary provisions of the Corporate Governance Code as per 1 January 2009.
A number of elements of the company structure and internal business processes have been adjusted in accordance with the amended or new provisions of the Corporate Governance Code. These relate, in particular, to the following:
Corporate Social Responsibility (II.1 and III.1 of the Corporate Governance Code): The principles of relevance to the company receive even more attention from the Board and the Supervisory Board. Attention is devoted to the environment, waste, energy, safety and working conditions in both the internal organisation and business processes and the development of products. Kendrion has, for example, joined the UN Global Compact (see further on page 21).
Diversity (III.3 of the Corporate Governance Code): The diversity objectives for the Supervisory Board in terms of age, gender and experience have been laid down in the profi le and regulations of the Supervisory Board.
The company reserves, however, the right, both now and in the future, not to apply the occasional best practice provision, whereby the company shall always comply with the principle formulated in the Corporate Governance Code that the company shall explain why it has not applied the best practice provision in question. For example, the company will not be able to breach existing agreements at will. It should be noted that the Corporate Governance Code also states that agreements of this nature should be respected. The provisions of the Corporate Governance Code that have not been applied are listed below.
II.1.1 A Management Board member is appointed for a maximum period of four years. This provision is not in line with the contractual situation of the current CEO. Kendrion respects this contractual situation.
II.2. Remuneration of the Executive Board. Kendrion has applied or will apply virtually all best practice provisions. The precise criteria for the variable remuneration are not disclosed, since the company is of the opinion that the disclosure of the (relevant) performance criteria is undesirable from the perspective of the competitive and market positioning of the company. In addition, the publication of the performance criteria is at variance with the management of external
Kendrion Tri-Tech LLC, Mishawaka (IMS and IDS)
Kendrion Tri-Tech is a manufacturer of custom electromagnetic coils, solenoids, solenoid valves and actuators. Kendrion Tri-Tech also manufactures a line of electric buzzers adopted from Trinetics OEM Division. The products are completely custom- designed with collaboration between the staff engineers and the customers. Kendrion Tri-Tech does not merely supply products to the customers – but also
support the development and implementation of the products within the customers’ systems.
LINNIG Corporation, Atlanta (CVS)
LINNIG Corporation was founded in 1984. At the Atlanta location components and full aggregates of the Linnig product range are produced.