Chapters
Annual Report 2020

Structure and responsibilities

GrandVision's two-tier governance structure consists of a Management Board and a Supervisory Board. In 2020, the Management Board was made up of the CEO and the CFO, while the Supervisory Board was made up of five directors.

Management Board responsibilities

The Management Board is responsible for achieving GrandVision’s objectives, including those related to strategy, policy, quality and sustainability as well as the day-to-day operation of our company. In performance of its duties, the Management Board is guided by the interests of GrandVision and stakeholders.

Supervisory Board responsibilities

The Supervisory Board oversees GrandVision’s overall performance, including the policies pursued, such as the company Code of Conduct, and complies with all applicable laws, including anti-corruption and anti-bribery regulations. The Supervisory Board also oversees the Management Board’s achievements. It monitors the company’s financial situation and reviews the financial statements, and the Management Board's strategy. It approves important proposals for capital expenditures, acquisitions, divestments and changes to financial and other corporate policies, as well as the annual budget and long-term plan.

The Supervisory Board also evaluates the performance of the Management Board, GrandVision's CEO and CFO. It proposes any changes to the composition of the Management Board that it deems necessary to the General Meeting. The Board also reviews its own performance and proposes any changes in its composition to the General Meeting. It ensures that GrandVision's policies are formulated and pursued in the interests of all of our stakeholders and that our policies are sustainable and meet ethical standards.

The Supervisory Board appoints an Audit, a Nomination and a Remuneration Committee from its members. The Supervisory Board directors are carefully selected to ensure they offer GrandVision a comprehensive range of relevant experience in areas such as international retail, customer service, supply chain management, technology and finance.

Audit Committee responsibilities

The Audit Committee supervises and monitors the Management Board and the CEO and CFO individually, as well as advises them about the operation of the company’s internal risk management and control systems. The Audit Committee advises the Supervisory Board on the exercise of certain duties, and nominates and prepares reviews for the Supervisory Board.

The Committee also supervises the submission of financial information by GrandVision, compliance with recommendations made by internal and external auditors, and our policy on tax planning and financial arrangements. It assists the Supervisory Board by monitoring the use of GrandVision’s information and communication technology. It also maintains regular contact with, and supervises the external auditor, and nominates an external auditor to be appointed at the Annual General Meeting. The Audit Committee also issues preliminary advice to the Supervisory Board regarding the approval of financial statements, the annual budget and any major capital expenditures. It meets at least four times a year.

Nomination Committee responsibilities

The Nomination Committee advises our Supervisory Board on its duties regarding the selection and appointment of the members of the Management Board and Supervisory Board. The Nomination Committee also establishes the selection criteria and appointment procedures for the CEO, CFO and Supervisory Board members, and draws up the profile for the Supervisory Board. It also periodically reviews the size and composition of the Management and Supervisory Boards, and the performance of the CEO and CFO. The Nomination Committee also proposes appointments and re-appointments. It supervises the Management Board’s policy on the selection criteria and appointment procedures for the CEO and the CFO. The Nomination Committee meets at least once a year.

Remuneration Committee responsibilities

The Remuneration Committee advises the Supervisory Board on the exercise of its duties for the remuneration policy of the CEO and CFO, all individual members of the GrandVision Management team and other GrandVision senior managers. They analyze any changes in the Dutch Corporate Governance Code and draw up related proposals for the Supervisory Board.

The Remuneration Committee also develops proposals for the Supervisory Board on the remuneration policy for the CEO and the CFO to be adopted at the General Meeting, and on the remuneration of the CEO and CFO, to be determined by the Supervisory Board. The Committee also prepares a remuneration report to implement the remuneration policy for the CEO and the CFO during the respective year, to be adopted by the Supervisory Board. They meet at least three times every year.

The rules for all the committees are published online at GrandVision.com.