Profile of the Supervisory Board
In line with the Dutch Corporate Governance Code, the Supervisory Board of ST unanimously adopted this profile of the Supervisory Board (the “Profile”). The Profile may be amended from time to time, as deemed necessary by the Supervisory Board.
- The management of the Company is entrusted to the Managing Board under the supervision of the Supervisory Board. Pursuant to the Charter adopted by the Supervisory Board, the Supervisory Board advises the Managing Board in performing its management tasks and supervises the policies of the Managing Board and the general course of the Company’s affairs and business.
- The Supervisory Board consists of such number of members as is resolved by the General Meeting of Shareholders upon a non-binding proposal of the Supervisory Board, with a minimum of six members. The Supervisory Board is currently composed of nine members, who are appointed for one or more three-year term(s).
- The Supervisory Board has adopted criteria concerning its scope and composition, taking into account the nature of the business, its activities, and the desired expertise, experience and independence if its members. Such criteria are evaluated annually by the Supervisory Board.
- The composition of the Supervisory Board shall be such that the combined experience, expertise and independence of its members enables the Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and all others involved in the Company, consistent with applicable laws and regulations.
- Members of the Supervisory Board are selected on the basis of: (a) their specific business, financial, accounting, technical and/or legal expertise, (b) their prior professional experience, (c) the soundness of their judgement, (d) their ability to make analytical enquiries, and (e) their willingness to devote the time required to adequately perform their activities as Supervisory Board members.
At least one of the members of the Supervisory Board shall have relevant expertise in financial administration and accounting for large companies so as to qualify as a “financial expert” under the NYSE listing standards and the Dutch Corporate Governance Code.
- Furthermore, the following criteria shall be observed for each member of the Supervisory Board:
- Culture of integrity and ethical conduct;
- Capability of assessing the broad outline of the overall policy of the Company and its business;
- Ability to meet the independence criteria, as established by the Supervisory Board and described in Annex 1 of the Supervisory Board Charter;
- Capability of operating critically and independently from the other members of the Supervisory Board, the Managing Board and senior management of the Company; and
- Collaboration and communication skills.
- The Supervisory Board aims for a diverse composition in the areas that are relevant to ST, such as nationality, experience, background, gender and age. When nominating a candidate for (re-)appointment however, the qualifications of the candidate, as well as the requirements for the position to be filled, shall prevail. With respect to gender diversity, the Supervisory Board strives to have at least 30% of either gender at any time.
- None of the Supervisory Board members may maintain more than five memberships on boards of listed companies (including the Company) or Dutch non-listed so-called large companies or foundations, whereby a chairmanship shall count double, and furthermore without prejudice to applicable mandatory statutory rules and regulations.
For each nomination for appointment or re-appointment, the Supervisory Board shall adhere to this Profile and the provisions of the Supervisory Board Charter.