Annual Report 2018

Activities of the Supervisory Board in 2018

The Supervisory Board held six ordinary and one extraordinary meetings in 2018. During all meetings the Management Board and Company Secretary were present and all members of the Supervisory Board attended either in person or by video conference. One of the Supervisory Board’s priorities is strategy development and one extended meeting was fully devoted to GrandVision’s long-term value creation strategy.

Between meetings, the Chairman of the Supervisory Board and the CEO of GrandVision maintained regular contact and had several meetings and conversations during the year. The Chairman acts as the first point of contact within the Supervisory Board for the CEO for discussions on topical issues and GrandVision’s general matters.

At least once a year, the Chairman has individual meetings with all Management Board members. During 2018, discussions within the Supervisory Board were based mostly on documents and presentations prepared by the Management Board and the GrandVision Management Team. By way of preparation, many subjects were discussed in advance at one of the Supervisory Board’s committee meetings. In the meetings with the Management Board, the Supervisory Board was provided with updates on a number of recurring items, such as news regarding GrandVision, financial performance, the company's internal risk management and control processes, developments in the markets in which GrandVision operates, business projects and acquisition opportunities.

In February 2018, GrandVision’s auditor, PricewaterhouseCoopers Accountants N.V. (PwC), participated in a Supervisory Board meeting to discuss the financial statements of 2017 as well as the external auditor’s report and the findings summarized in the management letter. The auditor’s recommendations in the management letter and the Board report were all related to improvement opportunities such as the roll-out of our global ERP system, increase of recommendations for certain countries and attention to the payment process.

Furthermore, no material weaknesses in internal controls were identified. Nevertheless, a number of opportunities for improvement were identified by the external auditor. The Management Board agreed with these comments and plans were made for follow-up. After review of the unqualified opinion provided by the external auditor, GrandVision’s 2017 financial statements were endorsed by all members of the Supervisory Board.

The Supervisory Board meets each quarter right before the publication of the quarterly results and has an in-depth discussion with the Management Board about the results and related documents such as the draft press release. At the meeting held in December 2018, the Supervisory Board had a discussion regarding the 2019 plan and financial budget. During these discussions the Supervisory Board challenged the sustainable growth and financial objectives set by the Management Board. Following a productive discussion, the Supervisory Board unanimously approved the 2019 financial budget.