Corporate governance

The Board of Directors and the Supervisory Board endorse the general principles and basic assumptions of the Dutch corporate governance code (Tabaksblat Code) for honest and transparent operations and the proper supervision of, and accountability for, these operations. Although this Code mainly focuses on Dutch listed companies, in 2004, the Board of Directors and the Supervisory Board decided to implement the elements of the Code that are also relevant to ECN. In pursuance of this, the Supervisory Board laid down the Regulations of the Executive Board in 2006, which included the elements of the Code relevant to ECN.

With the introduction of a new senior management structure, following the implementation of the new strategy on 1 January 2012, the new structure of the Executive Board and the division of responsibilities have been included in the new Regulations of the Executive Board. These Regulations of the Executive Board have been drawn up in line with the Dutch corporate governance code that entered into effect on 1 January 2009, as adopted by the Corporate Governance Code Monitoring Committee, and which replaces the Regulations of the Executive Board adopted on 24 March 2004. This also led to some minor changes in the Regulations of the Supervisory Board. Both regulations were adopted by the Supervisory Board on 14 June 2012 and entered into effect on 1 August 2012. In 2013, efforts were devoted to modernising the Articles of Association and this is expected to be completed in 2014.

ECN's Executive Board consists of one Chief Executive Officer (CEO) appointed under the Articles of Association and a Chief Operating Officer (COO) and a Chief Financial Officer (CFO) not mandated under the Articles of Association. The CEO is the Chairman of the Executive Board. He bears ultimate responsibility for the company as a whole and is accountable to the Supervisory Board, in accordance with the Regulations of the Executive Board and the Regulations of the Supervisory Board. The CEO, COO and CFO are appointed, suspended and dismissed by the Supervisory Board. The present CEO has been appointed for an indefinite period. The Supervisory Board determines the remunerations of the CEO, COO and CFO.

In principle, the Supervisory Board consists of six members. The task of the Supervisory Board is to supervise the management of the foundation by the Executive Board and the general state of affairs concerning the foundation and its affiliated companies. The Supervisory Board advises the Executive Board.

The members of the Supervisory Board are appointed by the Minister of Economic Affairs, on the recommendations of the Supervisory Board. The Supervisory Board formulates these recommendations in consultation with the Executive Board and the Works Council. The candidate must fit the desired profile specified by the Supervisory Board. The Supervisory Board prepares the profile based on the nature of ECN, its activities and the desired expertise, experience and independence of its members. This profile is evaluated by the Supervisory Board each year. A member of the Supervisory Board is appointed for a term of four years and can be reappointed for a maximum of two terms.

The Executive Board and the Supervisory Board are responsible for the corporate governance structure of ECN and are accountable for this to the Minister of Economic Affairs. It is the task of the Supervisory Board to provide the Minister of Economic Affairs with all requested information.