Annual Report 2018

Compliance with the Dutch Corporate Governance Code

GrandVision fully endorses the core principles of the Dutch Corporate Governance Code, published in 2016, and is committed to adhering to the best practices set out in the Code as closely as possible. The Dutch Corporate Governance Code can be found at The company fully complies with the Code, with the exception of the following provisions:

Best-practice provision 2.1.6: The corporate governance statement should explain the diversity policy and the way that it is implemented in practice, addressing: i. the policy objectives; ii. how the policy has been implemented; and iii. the results of the policy in the past financial year. If the composition of the management board and the supervisory board diverges from the targets stipulated in the company’s diversity policy and/or the statutory target for the male/female ratio, if and to the extent that this is provided under or pursuant to the law, the current state of affairs should be outlined in the corporate governance statement, along with an explanation as to which measures are being taken to attain the intended target, and by when this is likely to be achieved. GrandVision created a diversity policy but made insufficient progress in implementing its diversity policy in a timely fashion. The topic of diversity is on the agenda of the Supervisory board and its Nomination Committee for the coming years, the short term goal is to find a female Supervisory Board member.

Best-practice provision 2.2.1: A management board member is appointed for a maximum period of four years. A member may be reappointed for a term of not more than four years at a time. The Articles of Association and the Management Board Rules do not stipulate a maximum period for the appointment of Management Board members. The service agreement for the CFO is for an indefinite period of time, thereby maintaining the same term that was included in his respective employment agreement with the company before its conversion into a public limited liability company. Stephan Borchert, the new member of the Management Board and CEO, Stephan Borchert is appointed for a four year term, in line with best practice provision 2.2.1.

Best-practice provision 2.3.4: The Remuneration Committee may not be chaired by the chairman of the Supervisory Board or by a former member of the Management Board of the company and more than half of the members of the committees should be independent within the meaning of best-practice provision 2.1.8. Mr. Groot is the Chairman of the Remuneration Committee and not to be considered independent in the meaning of best- practice provision 2.1.8. This situation will be allowed to continue in light of Mr. Groot’s extensive knowledge and experience and as the other members of the Remuneration Committee are also restricted from holding the chairmanship by the provision of the Code.

Corporate governance statement

The Dutch Corporate Governance Code requires companies to publish a statement concerning their approach to corporate governance and compliance with the Code. This is referred to in article 2a of the Decree on additional requirements for annual reports 'Vaststellingsbesluit nadere voorschriften inhoud jaarverslag' last amended on January 1, 2010 (the Decree). The information required to be included in this corporate governance statement as described in articles 3, 3a and 3b of the Decree, which are incorporated and repeated here by reference, can be found in the Governance and Compliance section of this Annual Report.