The Board Rules give effect to the Articles of Association, which provide that the Board of Directors shall draw up internal rules concerning the organisation, decision-making and other internal matters of the Board of Directors and the Board Committees, as well as the tasks, duties and authorities of the CEO.
The Board Rules are complementary to, and subject to, the Articles of Association and the relevant provisions of applicable laws and regulations regarding the Board of Directors as a collective and the Directors individually.
The Board of Directors and each Director shall observe and comply with these Board Rules.
The Committee is charged with, and shall be able to pass resolutions relating to, the following matters:
a. monitoring the Board of Directors with respect to :
i. the relations with, and the compliance with recommendations and follow-up of comments made by the External Auditor, and the Internal Audit Function;
ii. the Company’s funding;
iii. the application of information and communication technology by the Company, including risks relating to cybersecurity; and
iv. the Company’s tax policy;
b. reviewing and discussing the Company’s periodic financial reporting;
c. reviewing and validating those Related Party Transactions that require the approval of the Board of Directors as per the Company’s Related Party Transaction policy;
d. issuing recommendations to the Board of Directors concerning the appointment and the dismissal of an Internal Auditor;
e. reviewing and discussing the manner in which the Internal Audit Function fulfils its responsibility;
f. reviewing and discussing the Company’s External Auditor’s audit plan with the External Auditor and the internal audit plan with the Internal Auditor;
g. reviewing and discussing the essence of the internal audit results with the Internal Auditor, including:
i. any flaws in the effectiveness of the Internal Controls;
ii. any findings and observations with a material impact on the Company’s risk profile; and
iii. any failings in the follow-up of recommendations made previously by the Internal Auditor;
h. reviewing and discussing with the External Auditor, at least annually:
i. the scope and materiality of the External Auditor’s audit plan and the principal risks of the Company’s annual financial reporting identified by the External Auditor in its audit plan; and
ii. the findings and outcome of the External Auditor’s audit of the Company’s financial statements and the management letter;
i. determining whether and, if so, how the External Auditor should be involved in the content and publication of financial reports other than the Company’s financial statements;
j. reviewing and discussing the effectiveness of the design and operation of the Internal Controls with the Board of Directors, including:
i. any identified material failings in such systems; and
ii. any material changes made to, and any material improvements planned for, those systems;
k. advising the Board of Directors regarding the External Auditor’s nomination for (re)appointment or dismissal and preparing the selection of the External Auditor for such purpose; and
l. submitting proposals to the Board of Directors concerning the External Auditor’s engagement to audit the Company’s financial statements, including the scope of the audit, the materiality to be applied and the External Auditor’s compensation;
m. pre-approving the engagement of the External Auditor for services other than the audit the Company’s financial statements which can be provided by the External Auditor or members or their network in accordance with the applicable regulations (“Permitted Non-Audit Services”), including the range of fees and terms thereof. The approval of Permitted Non-Audit Services shall be in compliance with the conditions set forth in the applicable regulations and by the relevant authorities.
The Nomination and Remuneration Committee of the Company is established by the Company’s board of directors to assist the Board with:
- drawing up selection criteria and appointment procedures for members of the Board (including the CEO) ;
- periodically assessing the size and composition of the Board;
- recommending to the Board persons to be proposed by the Board to the Company’s general meeting of shareholders for appointments and reappointments of members of the Board;
- recommending to the Board persons to serve on each committee of the Board;
- periodically assessing the functioning of individual members of the Board, and reporting on this to the Board;
- supervising the policy of the Company’s CEO on the selection criteria and appointment procedures for the executive officers of the Company;
- making a proposal to the Board for the remuneration policy to be pursued;
- making a proposal, for adoption by the Board, for the remuneration of the individual members of the Board, the other executive members of the Management and Strategy Committee and such other members of senior management as the Board may determine;
- preparing the remuneration report as referred to in best practice provision II.2.12 of the Dutch corporate governance code; and
- recommending to the Board the corporate governance policies and procedures applicable to the Company.
The Code of Ethics and Conduct outlines the Group’s policy with respect to business ethics and individual behaviour. The Code is a reference guide applicable to all non-managers, managers, partners and directors of Group Casino companies, including majority owned subsidiaries and controlled Companies.
The Code describes the values that are central to the Group’s culture: legal and regulatory compliance, integrity, loyalty, transparency, honesty and respect for others.
The primary responsibility of our Non-Executive Directors is to supervise management, including the CEO, to oversee the functioning of the Board of Directors and provide advice to our CEO and senior management, including supervising the execution of our Company’s strategy by our CEO and senior management and monitoring the general affairs of our Company and the business connected with it. In discharging their role, the Non-Executive Directors shall be guided by the interests of Cnova and its operations and shall take into account the relevant interests of its stakeholders.
The Non-Executive Directors are responsible for the quality of their own performance. Membership of the Board as a Non-Executive Director should reflect the requirements needed to engage in relevant, informed, expert and efficient discussion and decision making at the Board level regarding all aspects of Cnova’s activities and the management of its operations, having regard for:
- the size, nature and the markets of Cnova’s activities;
- the specific organizational and corporate group structure of Cnova;
- applicable rules of corporate governance that govern Cnova’s activities and corporate organization in applicable constituencies, taking into account the nature of Cnova N.V. as a listed company and the desire for independent supervision by the Non-Executive Directors; and
- the duties and responsibilities allocated to the Board as a whole and the Non-Executive Directors pursuant to Cnova’s Articles of Association, Board Rules and charters of the relevant Board committees.
Profile and Selection Criteria of the Non-Executive Directors of Cnova N.V.
