From left to right: Jan Eggink, Erwin Wunnekink, Sandra Addink-Berendsen, Cees van Rijn, Vincent Hulshof, Henk Mulder

In 2015 the composition of the Supervisory Board changed. As a result of Jan Markink standing down as of 17 April 2015, from that date Erwin Wunnekink was appointed by the Annual General Meeting as a member of the Supervisory Board. This appointment took place following the nomination of the Supervisory Board in the course of which Coöperatie FromFarmers relied on its rights of recommendation in its role as priority shareholder. In addition, during the meeting of the Supervisory Board in April the resolution was adopted to appoint Henk Mulder as deputy chairman of the Supervisory Board.

1.6.1.1

Jan Eggink, Chairman

(1959, Dutch nationality)
Dairy farmer, member of the Supervisory Board since 2002 and Chairman since May 2014. Within the Supervisory Board he is chairman of the nomination committee. He stands down in 2018. As at 31 December 2015 Mr Eggink holds 7,179 depositary receipts for shares in the share capital of the company and, as a member of Coöperatie FromFarmers U.A., 11,266 participation accounts that were issued by the aforementioned cooperative and that can be converted into depositary receipts.

Henk Mulder, Deputy Chairman

(1947, Dutch nationality)
Has been a member of the Supervisory Board since 2010, was reappointed in 2014 and stands down in 2017. Within the Supersvisory Board he holds the position of Deputy Chairman and he participates in the nomination committee. Mr Mulder is director of Comidas Holdings 1 B.V. and H. Mulder Management B.V. As at 31 December 2015 Mr Mulder holds 49,500 depositary receipts for shares in the share capital of the company.

Sandra Addink-Berendsen 

(1973, Dutch nationality)
Dairy farmer and a member of the Supervisory Board since 2010, and eligible for reappointment in 2018. Within the Supervisory Board Mrs Addink-Berendsen is chairwoman of the audit committee. Mrs Addink-Berendsen is a member of the Supervisory Board of Koninklijke FrieslandCampina N.V. and member of the board of directors of Zuivelcoöperatie FrieslandCampina U.A. She is also treasurer of the Foundation Hessenheemfonds and member of the Board of NBA (Nederlandse Beroepsvereniging van Accountants). As at 31 December 2015 Mrs Addink-Berendsen holds 9,640 depositary receipts for shares in the share capital of the company and, as a member of Coöperatie FromFarmers U.A., 9,711 participation accounts that were issued by the aforementioned cooperative and that can be converted into depositary receipts.

Vincent Hulshof

(1962, Dutch nationality)
Swine farmer and member of the Supervisory Board since 2014, and eligible for reappointment in 2018. Mr Hulshof is also a member of the board of Coöperatie Topigs. As at 31 December 2015 Mr Hulshof holds no depositary receipts for shares in the share capital of the company and, as a member of Coöperatie FromFarmers U.A., 3,600 participation accounts that were issued by the aforementioned cooperative and that can be converted into depositary receipts.

Cees van Rijn

(1947, Dutch nationality)
A member of the Supervisory Board since 2012, and eligible for reappointment in 2016. Within the Supervisory Board he is the chairman of the remuneration committee and a member of the audit committee. Mr Van Rijn is a supervisory director at Detailresult Groep N.V., Erasmus QI, FloraHolland, Plukon Food Group, PwC Nederland, and UTZ Certified. He is also a supervisor at the Leids University Medical Centre. As at 31 December 2015 Mr Van Rijn holds no depositary receipts for shares in the share capital of the company.

Erwin Wunnekink 

(1970, Dutch nationality)
Dairy farmer, a member of the Supervisory Board since 2015, and eligible for reappointment in 2019. Within the Supervisory Board he is a member of the remuneration committee. Mr Wunnekink is a member of the Supervisory Board of Koninklijke FrieslandCampina N.V. and a member of the board of Zuivelcoöperatie FrieslandCampina U.A. As at 31 December 2015 Mr Wunnekink holds no depositary receipts for shares in the share capital of the company and, as a member of Coöperatie FromFarmers U.A., no participation accounts that were issued by the aforementioned cooperative and that can be converted into depositary receipts.

Messrs Eggink and Hulshof jointly form the plenary board of Coöperatie FromFarmers U.A. In derogation from best practice provision IV.2.2 of the Dutch Corporate Governance Code (hereinafter: the ‘Code’), members of the Supervisory Board are currently also still board members of the ForFarmers Trust Office Foundation. In view of the proposed listing on Euronext Amsterdam the intention is to bring the composition of the board in line with the Code in the course of 2016.

1.6.1.2

The Supervisory Board consists of six persons of which there is one female member. Hence the composition of the Supervisory Board is not in conformity with the target percentage of at least 30% women, as intended in section 276 of Book 2 of the Dutch Civil Code. The organisation pursues a balanced division between men and women. The Supervisory Board also included this pursuit in its profile. In the future the organisation will take this as much as possible into account with the inflow of new candidates.

In its meeting of 16 March 2016 the Supervisory Board adjusted and again adopted the rotation schedule. The rotation schedule of the Supervisory Board is included below and was posted on the website of the company. In conformity with the Code, members of the Supervisory Board can be in office for a maximum of three four-year terms. At present the current Chairman of the Supervisory Board is an exception to this. He was appointed in 2014 for his fourth four-year term and will stand down at the latest in 2018. The above was also included in the regulations of the Supervisory Board that were posted on the website of the company.

All supervisory directors, with the exception of two people are independent within the meaning of best practice provision III.2.2 of the Code. The Supervisory Board considers the supervisory directors who are also director of Coöperatie FromFarmers U.A., i.e. Vincent Hulshof and Jan Eggink, not to be independent within the meaning of the Code. The assessment took place by both the individual members and by the Supervisory Board itself. In terms of whether there is question of an important business relationship the Board considered that this was not the case without a contractual obligation to purchase business necessities, products and/or services from (a subsidiary of) ForFarmers.

None of the members of the Supervisory Board is a member of more than five boards of supervisory directors of legal persons (including the company) as intended in section 252a of Book 2 of the Dutch Civil Code and best practice provision III.3.4 of the Code.

The Supervisory Board is not aware of any form of conflict of interests between the company and the members of the Supervisory Board or between the company and natural or legal persons who hold at least 10% of the shares (or depositary receipts for shares) in the company. The following members of the Supervisory Board purchased feed from (a subsidiary of) the company on the basis of arm’s length conditions, as also applicable to other customers of (a subsidiary of) the company: Mrs Addink-Berendsen and Messrs Eggink and Hulshof. In pursuance of article 11.5 of the regulations of the Supervisory Board these transactions are not qualified as conflicting.

1.6.1.3

Retirement schedule