Corporate governance To Cosun, corporate governance relates to how it regulates the relationships between the members of the cooperative, the Board, the Supervisory Board, the Executive Board and the staff. Good employment practices, integrity, respect, oversight, transparent reporting and accountability are the main elements of Cosun’s corporate governance policy. Cosun endorses and observes, with only a few exceptions, the NCR code of conduct for cooperatives.

GOVERNANCE MODEL
Cosun has a traditional governance model. Control of the cooperative lies with the members, in part through their election of the Board. Most members of the Board are also members of the cooperative; three members are not. Members of the cooperative also form a majority on the Supervisory Board so that the members have the deciding vote. The external members of the Board and the Supervisory Board are nominated and appointed in recognition of their expertise and external networks. The Board has delegated day-to-day management to the Chief Executive Officer of the Executive Board.

BOARD
The Board’s primary task is to run the cooperative. It has final responsibility for the development and implementation of the policy of both the cooperative and the business groups that make up Cosun. The Board consists of nine members, three external members and six members who are also members of the cooperative.

SUPERVISORY BOARD
The Supervisory Board supervises the conduct of the Board’s policy and the general performance of the cooperative. As an independent body, it advises the Board and the Members’ Council on request and otherwise. The Supervisory Board examines and approves the cooperative’s annual accounts. There are six members: four are members of the cooperative and two are external.

MEMBERS’ COUNCIL
The members of Cosun elect the executive committees of the districts/sections in which their farms are located. All Cosun’s district committees together form the Members’ Council. On a proposal of the Board, the Members’ Council elects the members of the Board. On a proposal of the Supervisory Board, the Members’ Council elects the members of the Supervisory Board. On a proposal of the Board it also adopts the annual report and accounts, the Articles of Association and the regulations. It also acts as a sparring partner for the Board. The Members’ Council has 60 members, all of whom are members of the cooperative.

YOUTH COUNCIL
The Youth Council consists of 15 members and is the nursery for managerial talent within the cooperative. The members of the Youth Council represent candidate members and young members. In consultation with local district and section managers, the Youth Council itself is responsible for succession when necessary.

More information on corporate governance can be found on the website www.cosun.com ounder the heading About Cosun – Corporate Governance. The corporate governance code has been posted on www.cooperatie.nl under NCR Code (in Dutch).

On behalf of the Board,

D.H. de Lugt     
Chairman
J.M. Klompe
Vice-Chairman

Breda, 16 March 2017