Nederlands
Corporate Governance
EBN (Energie Beheer Nederland B.V.) is a private limited company incorporated under Dutch law. EBN is an independent company, with the Dutch State as its sole shareholder. EBN’s objective is to perform activities designed to implement the Minister of Economic Affairs, Agriculture and Innovation’s energy policy, specifically in respect of a responsible exploitation of the Dutch mineral resources and subsurface.
EBN's Executive Board and the chairman of its Supervisory Board have regular informal consultations with the Ministry of Economic Affairs, Agriculture and Innovation. If the policy carried out by EBN is not in accordance with the energy policy, the Minister of Economic Affairs – as shareholder and policy maker – can issue instructions to EBN. Under EBN’s Articles of Association, shares in EBN can only be held by the Dutch State (directly or indirectly).
The shareholder appoints the Supervisory Board and its chairman. The Supervisory Board has collective responsibility for supervising Executive Board policy and general developments in the company. All members of the Supervisory Board perform their duties fully independently without a mandate or instructions from any company, authority or organisation. The Supervisory Board has drawn up a set of rules governing its activities, as well as a profile description, both of which have been approved by the shareholder. The Supervisory Board is responsible for the quality of its own performance and for periodically evaluating it.
The shareholder appoints external auditors. The auditors’ performance is evaluated periodically. The auditors are invited to attend the meeting of the Supervisory Board at which the financial statements are discussed.
The Executive Board is responsible for managing the company and determining company policy. In principle, the Executive Board meets every week to discuss operational issues, approve proposals and take decisions. If necessary, decisions are submitted to the Supervisory Board and/or the shareholder for approval, in accordance with the Articles of Association. The Executive Board provides the necessary information to the Supervisory Board and the Ministry in good time.
The Articles of Association require the company to be represented by at least two members of the Executive Board. The Executive Board has drawn up Executive Board Rules, which have been approved by the Supervisory Board.
EBN is not listed on the stock exchange, but has decided to comply with the Corporate Governance Code of the Tabaksblat Committee, as far as relevant. EBN endorses the basic principle of the Code that transparency towards stakeholders is crucial, as well as generally structuring its activities in accordance with the principles and best-practice regulations formulated in the Code. EBN has been involved in extensive consultations with the Ministry of Economic Affairs, Agriculture and Innovation, as the representative of EBN’s shareholder, on the application of the Code. The annual report lists the principles of the Corporate Governance Code with which EBN complies.
The structure of the Gasgebouw implies that, according to the Dutch Corporate Governance Code, there would be conflicts of interest for the Executive Board in transactions between EBN and GasTerra B.V., in which the chairman of the Executive Board is a delegated member of the Supervisory Board. Therefore, in applying principles II.3.2 and II.3.3 of the Code, EBN has made an exception for transactions between EBN and GasTerra B.V. in view of the nature of their relationship.
