Annual Report 2018

Supervisory Board Committees

Audit Committee

Mr. Bolliger; Mr. Eelman (chairman)

The Audit Committee met five times in 2018, according to its fixed schedule, the meetings were fully attended by its members, the CFO, internal auditor and Company Secretary. The CEO participated in one meeting. GrandVision’s external auditor PwC was present at all meetings. At the meeting in February 2018, the Audit Committee reviewed the draft Annual Accounts for 2017. Important items on the agenda were the auditor’s report for 2017 and GrandVision’s continuing commitment to strong internal controls. The external auditor did not identify any material weakness in internal controls. Nevertheless, a number of opportunities for improvement were identified by internal audit and the external auditor. The Management Board agreed with the external and internal auditor’s comments and plans were made for follow-up.

During the other meetings in 2018 the Audit Committee discussed a number of relevant topics including internal controls, internal audit, tax, financial reporting and risk management. During 2018, Mr. Eelman continued to act as financial expert.

Remuneration Committee

Mr. van der Graaf; Mr. Groot (chairman)

The Remuneration Committee met three times in 2018, according to its fixed schedule. The meetings were fully attended. In the meeting in February, the achievements of 2017 were discussed and recommendations on the awarding of bonuses to the senior management of GrandVision were made. In the April meeting, the Remuneration Committee discussed the Long Term Incentive Plan (LTIP) vesting for 2018 and the new allocations for 2019. In the December meeting the salary review for senior management and bonus objectives for 2019 were discussed and proposed for approval to the Supervisory Board.

Nomination Committee

Mr. van der Graaf; Mr. Groot (chairman)

The Nomination Committee met three times in 2018, according to its fixed schedule, in addition to numerous informal meetings in the course of 2018. All the members attended all meetings. During its meetings the Nomination Committee discussed GrandVision’s nomination procedures for the Supervisory Board and Management Board and confirmed these were followed systematically in 2018. Special attention was given in its meetings to the succession of Theo Kiesselbach as CEO of GrandVision and the desire to have gender differentiation in the Supervisory Board by the addition of a female member. The Nomination Committee furthermore reviewed the structure, profile and succession planning for both the Supervisory Board and the Management Board.