1.6.4.1

As indicated in the regulations of the Supervisory Board, the Supervisory Board has the following three key committees: an audit committee, a remuneration committee and a selection and nomination committee. These committees were established and filled by the Supervisory Board from its members. The Supervisory Board remains responsible for resolutions, even if they were prepared by one of its committees. The Supervisory Board prepared regulations for each committee, comprising the principles and best practices of the committees. The regulations and the composition of the key committees were posted on the website of the company. During the year under review the Supervisory Board received reports from each of the committees of their deliberations and findings.

The composition of the committees, the number of committee meetings, the most important meeting items and the performance of the duties by the committees are outlined below.

Audit committee

In 2015 the audit committee consisted of Sandra Addink-Berendsen (chairwoman) and Cees van Rijn (member). Jan Markink was part of this committee until he stood down on 17 April 2015. As established in the regulations, the audit committee supports the Supervisory Board in its supervisory duties and responsibilities in the area of (i) external financial reporting, audit and compliance with legislation and regulations for financial reporting, (ii) appointment and performance of the external auditor, (iii) quality and effectiveness of internal, financial and management reports as well as systems for internal control / risk management, (iv) compliance with internal procedures and with legislation and regulations.

In 2015 the audit committee met five times. The external auditor was present during all these meetings. In addition the CEO, the CFO, the Group Controller, and the Corporate Secretary were present during all these meetings. The committee extensively discussed the 2014 annual accounts,  the 2014 annual report, the 2015 external audit plan, the 2015 half-yearly figures and the relevant press releases and the Management Letter with representatives of the Executive Board and the external auditor. In addition the follow-up of the recommendations of the external auditor, the risks and risk control and management systems, the IFRS implementation, fraude and the tax planning at group level were discussed. With the agenda the members of the audit committee also always received an overview of (pending and/or potential) legal claims.

The audit committee met every meeting without the presence of (representatives of) the Executive Board with the external auditor and shared its findings about the relationship with the external accountant with the Supervisory Board. The committee is of the opinion that the relationship with the external auditor proceeds well.

The audit committee is pleased to determine that ForFarmers made ample success in defining and analysing risks and the implementation of systems to control the said risks. In addition the audit committee has a positive opinion on the resolution of ForFarmers to interpret the internal audit function in 2016. During the year the manpower and strengthening of the Financial Department were discussed in light of a potential transfer from the trading platform to a public listing.

The draft of the IFRS annual accounts, which included the comparative figures for 2014 as at 1 January and 31 December, was discussed by the audit committee during its meeting in November. During that meeting the audit committee indicated that it supports the resolution to prepare the 2015 annual accounts on the basis of the IFRS. The audit committee also prepared the resolution for the Supervisory Board to nominate KPMG for reappointment at the coming Annual General Meeting.

Selection and nomination committee

During the year under review the selection and nomination committee was formed by Jan Eggink (chairman) and Henk Mulder (member). Jan Markink was part of this committee until he stood down on 17 April 2015. As established in the regulations, the selection and nomination committee submits proposals to the Supervisory Board regarding the selection criteria and appointment procedures, and regarding the scope, composition, (re)appointments, and assessment of the performance of the Supervisory Board and the Executive Board.

In 2015 the selection and nomination committee met three times. The committee established a new profile for the Supervisory Board. This profile was adopted by the Supervisory Board and was subsequently posted on the company website. In connection with the succession of Jan Markink, the committee performed the necessary preparations and held interviews with candidates at the beginning of 2015. Erwin Wunnekink was proposed to the Supervisory Board who was recommended by Coöperatie FromFarmers on the basis of the right vested in the same. The Supervisory Board then nominated Erwin Wunnekink who was appointed as a member of the Supervisory Board at the Annual General Meeting of 17 April 2015. Finally the committee held assessment interviews with the individual members of the Supervisory Board and advised the Supervisory Board on the performance of the Supervisory Board as a whole. The committee discussed the outcome of the interviews that were held by the members of the Supervisory Board with all individual members of the Board of Directors and there was question of a positive interim evaluation of CEO Yoram Knoop.

Remuneration committee

Cees van Rijn (chairman) was part of the remuneration committee during the full 2015 financial year. Erwin Wunnekink replaced Jan Markink as from 17 April 2015 as member of this committee. As established in the regulations, the remuneration committee submits proposals to the Supervisory Board for the remuneration policy to be pursued and the remuneration of individual members of the Executive Board.

In 2015 the remuneration committee met three times. The CEO was always present during these meetings. In addition a number of conference calls were held. The committee performed preparatory activities during the formulation of the remuneration policy for the Executive Board and the remuneration report. In addition the remuneration committee held discussions with the CEO and made a proposal to the Board regarding the variable remuneration objectives for the Board of Directors for 2016.

This also applies to the long-term variable remuneration objectives for the Board of Directors (a period of three years). The plans were discussed and approved by the plenary Board. The remuneration committee discussed the realisation of the objectives stipulated in 2014 with the Board of Directors and the variable remuneration was calculated. In this respect the remuneration committee relied on the report of the auditor in which the correctness of the calculation of the variable remuneration related to the financial objectives was determined. The Board then approved the proposed amounts. The realisation of the short- and long-term objectives over 2015 was also discussed. The remuneration committee evaluated the employee participation scheme, in particular in terms of the tax consequences in the various countries. The committee advised that no changes should be made to the scheme. Finally the remuneration committee requested an external advisor (Hay Group) to prepare an update of the benchmark of the remuneration package as this previously took place more than three years ago. The committee will evaluate the present remuneration package.

1.6.4.2

Committees of the Supervisory Board

1.6.4.3

Activities of the Supervisory Board outside the meetings

Outside the meetings there has been regular contact between the chairman, the other members of the Supervisory Board and the Board of Directors about various subject matters. In addition the members of the Board visited the UK in the presence of most members of the Board of Directors; the new board members also visited the German locations of ForFarmers.

Management conferences

In May and December ForFarmers held conferences for the senior management. During these meetings, in the presence of some members of the Supervisory Board, attention was paid to the progress and implementation of the strategy Horizon 2020.

Works Council

In 2014 the two-tier board structure was set up at the level of ForFarmers Corporate Services B.V. (holding of the Dutch ForFarmers-companies). Hajé Nordbeck is a supervisory director on the nomination of the (joint) works council. ForFarmers B.V. has a European works council that first met in 2015. Two meetings took place.

Education

Within the framework of the permanent education of the plenary Supervisory Board the Group Control Department held a presentation in 2015 about the IFRS transition. In addition several members of the Supervisory Board participated in courses at various organisations.

Annual accounts and dividend

The Supevisory Board discussed the 2015 annual accounts with the Board of Directors and the external auditor (KPMG) and approved these in the meeting of 21 March 2016. KPMG issued an unqualified audit opinion. On 15 April 2016 the annual accounts will be submitted to the Annual General Meeting for adoption. The proposed dividend over 2015 is in line with with the applicable dividend policy of ForFarmers and amounts to € 0.23299 per share (pay out ratio of 50% of the qualifying normalised result after taxes). The dividend will be paid on 22 April 2016.

In conclusion

Under the management of the Board of Directors and other managers and with the commitment, knowledge, and dedication of all employees, ForFarmers was able to develop and enhance further in 2015.
We thank the Board of Directors, the employees and the works councils for their dedication and commitment and we are confident that the results hereof will also be visible in 2016.

Lochem, 21 March 2016

The Supervisory Board