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Corporate Governance

8.1 Report of the supervisory board

It was a challenging year, in which we found that it is precisely in challenging times that it is important to continue to respect each other, trust each other and give each other space. After all, as a collective, we can create more value in the future.  

Difficult decisions

For the first time in Royal Avebe's history, we adjusted the price forecast prior to the campaign. While adjusting the price naturally has an impact on confidence, we are convinced it was the right decision. It was a tough decision, in which we opted for openness, transparency and the continuity of the company. The one-off transaction in Turkey, in which we sold our entity there, also strengthened the company. The negative result of this fell in the current financial year, making the impact inevitable for our members.

Strengthened financial base

These two decisions obviously have a direct impact on the performance indicator, but at the same time they also provide a strengthened financial base going forward. The 25 euro growth target for the performance indicator still stands firm.  

As a collective, we can create more value in the future

Confirmation of the new strategy

When market demand collapsed due to the global recession, the new strategy Accelerate and Strengthen had only just been launched. As a result, the strategic steps had to be implemented even faster, and we succeeded. For instance, the supply conditions have been adjusted to give our members more flexibility. From crop year 2024, the delivery obligation has been revised downwards and multi-year contracts with two years' notice have also been introduced for our Dutch factories. The strategy takes into account not only a decrease in volume, but also opportunities in the market to generate more returns with less volume. Last year, there were concerns in the market, but now we fortunately see more opportunities than threats.

Opportunities and threats

Avebe's challenges are not so much in the application of our products, but much more in the supply of our raw materials. Societal discussions play a role here: about crop protection products, climate change, rising costs and crop-related diseases. In the Netherlands, think also of the potential impact of the 8th Nitrates Action Program and, in Germany, of irrigation restrictions. By contrast, our customers see a strong and professional company that puts the customer first. Avebe's Innovation Center, for instance, provides maximum support to our customers by developing solutions to specific customer questions. Our story is also increasingly landing in regional and national politics.

Cost awareness

The supervisory board sees that cost savings are being made. Processes have also been and are being organised more efficiently. Employees are aware of costs at an individual level, so targets on budgeted savings have been achieved. Production lines are used more efficiently and effectively and, in addition, internal processes run better, leaders are included in a leadership program and plans with proven results are followed up better.

Avebe wants to pay maximum for starch potatoes and we are fully committed to that

Consultations

  • The supervisory board held 15 meetings last year. Specific attention was paid to a number of financial parameters, such as solvency and the cost structure. There were also many discussions about a more efficient Avebe, including the new organisational structure. During these meetings, the supervisory board made one site visit in Malmö, one site visit in Ter Apelkanaal and had one session with the youth council. In addition to this session, the young people organised a youth day, where a lot of energy was noticeable.  
  • The audit committee met three times last year. We talked extensively about digital security, the rise of artificial intelligence (AI) and our own cybersecurity. The supervisory board is also trained in cybersecurity. The audit committee has also paid close attention to financing and working capital, budgets and how the audit plan is implemented and what areas of emphasis should be included.  
  • The selection, remuneration and appointments committee had four meetings last year. During these, time was invested in the recruitment and selection of a successor to Peter Poortinga. This successor was found in Hidde van der Wal. He has extensive experience in the global ingredients business and therefore fits the profile drawn up well. Issues such as talent management, remuneration for the directors and inclusiveness were also on the agenda.  
  • The appeals committee met six times last year. Most of the sessions were spent dealing with objections to fines imposed by the board for failing to comply with the delivery obligation, despite the collective waiver. Only when, in the eyes of the supervisory board, culpable under-delivery has occurred will the fine be upheld in full. 

Appointments and reappointments

During the annual meeting, Peter Poortinga was thanked for his valued commitment in recent years and Hidde van der Wal was appointed as a new member. In addition, Johan Emmens was reappointed for two years.  

Confidential advisor

Angelique Heckman fulfils the role of confidant for the works council. She is ready to offer works council members a safe and independent place to discuss concerns, dilemmas and possible integrity issues. Two meetings were held with a delegation from the supervisory board, the works council and the board of directors.  

Strength of the cooperative

As supervisory board we want to emphasise that Avebe's strength lies in the cooperative. Sometimes it is love and sometimes it is loyalty that keeps us together. In doing so, every member has a say and that sometimes causes strong emotions. As far as we're concerned, this indicates a high level of commitment and responsibility. Avebe wants to pay maximum for starch potatoes and we are fully committed to that. We have a long relationship with mutual dependence. As supervisory board, we would therefore like to thank everyone for their commitment and loyalty in the past year.

Marijke Folkers-in 't Hout, chair

8.2 Governance and assurance

Members’ council

As a cooperative of starch potato growers, our members’ council forms the highest body in Royal Avebe. The members have a right of say on important subjects such as the appointment of supervisory directors, the adoption of the financial statements and decisions on subjects laid down in the articles of association. The members’ council also serves as a sounding board 
for the cooperative’s management. The members’ council is composed of members elected by district. The members’ council also has a youth council. The youth council is a breeding ground for administrative talent within the cooperative. The members of this council represent the prospective and young members.

Cooperative board

The (cooperative) board of Royal Avebe, consisting of David Fousert (chair and also CEO) and Rob van Laerhoven (member and also CFO), represents the cooperative and implements the decisions.

Executive committee

The board, together with the directors of the departments HR, Agro, Commerce, Innovations and Operations, form the executive committee. The executive committee is responsible for safeguarding the strategy and its tactical and operational aspects and the accompanying policy.

Supervisory board

The supervisory board of Avebe consists of nine members, five of whom are members of the cooperative. The supervisory board oversees the management and pursuance of the strategy, the policy of the cooperative and its subsidiaries. The supervisory board is also responsible for the remuneration and appointment of board members (as the board’s employer) and approving 
financial statements and the budgets. The supervisory board members are appointed by the members’ council and it elects a chair from among its members. In addition to its formal role, the supervisory board also provides solicited and unsolicited advice on the strategy to be pursued and the cooperative’s policy.

Ethics and Integrity

Our Corporate Governance Policy sets out our organisational structure, values and business principles, and the standards of behaviour we apply towards stakeholders. Avebe also operates a whistleblowers’ scheme. Avebe is also committed to the UN Global Compact guidelines. This is a voluntary platform for the development, implementation and reporting concerning corporate responsibility.

Borging strategie Versterken en Versnellen

The cooperative board, the executive committee and the employees involved have defined targets for each strategic pillar. Eleven programs have been developed to give substance to the strategic goals. Various teams, led by the Strategic Business Owners and program managers, have been tasked with carrying out these programs and make investments to achieve the set goals. Within our investment portfolio, a specific pillar has been introduced for sustainability investments. In this way we take advantage of the sustainability opportunities. The program managers manage the projects within the programs and report progress to the executive committee during monthly strategy meetings, at which the sustainability director and PMO 
director are also present. In these meetings, the progress of the various programs is discussed and the necessary decisions taken relating to the organisation’s strategy, including sustainability. The director of sustainability ensures the progress of sustainability targets and reports to the CEO. The executive committee bears final responsibility for the entire strategy and therefore for making Avebe more sustainable.

Remuneration policy

Our remuneration policy for the board of directors is based on both financial and non-financial performance criteria. The four criteria for the past year place emphasis on critical processes and developments.

1. Performance price, in the short and long term 
2. PerfectaSOL®, the protein strategy
3. Healthy solvency
4. Development of new strategy

These criteria have been implemented in full among the entire senior management of Avebe, making the success of the strategy a shared challenge.

Diversity policy

Avebe believes it is vital to work with a diversity of employees with diverse perspectives arising from different ages, experiences, backgrounds, genders, sexual preference, characters etc. There is room for everyone within our company. We offer every employee equal opportunities to develop talents and strive for an open, safe and inclusive working environment. In order to reflect society at all levels, we encourage the recruitment and retention of a wide diversity of employees.

8.4 Supervisory board

M. (Marijke) Folkers-in ’t Hout, 1983 (f)

Chair, appointed in 2016

D. (Dirk) Kloosterboer 1954 (m)

Vice chair, appointed in 2018, retiring November 1, 2024

H.W. (Hans-Wilhelm) Giere 1959 (m)

Vice chair, appointed in 2014

J. (Johan) Emmens 1969 (m)

Appointed in 2015

M. (Martin) Möllering 1964 (m)

Appointed in 2016

P. (Peter) Poortinga 1961 (m)

Appointed in 2013, until December 14, 2023

H. (Hidde) van der Wal , 1960 (m)

Appointed December 14, 2023

A.G. (Angelique) Heckman 1968 (f)

Appointed in 2020, works council confidant

N. (Nanne) Sterenborg 1967 (m) 

Appointed in 2020

R.P. (Robert) Smith 1960 (m)

Appointed in 2018 

L. (Lennart) van der Ree, 1975 (m)

Secretary, appointed in 2018, until January 1, 2024

J. (Johan) Russchen, 1965 (m)

Secretary, a.i. appointed January 1, 2024


The supervisory board of Royal Avebe.From left to right: Hidde van der Wal, Angelique Heckman, Nanne Sterenborg, Johan Emmens, Robert Smith, Johan Russchen, Marijke Folkers-in 't Hout, Hans-Wilhelm Giere and Martin Möllering (Dirk Kloosterboer is not on the picture)

8.5 Organisation chart

8.6 District councils and youth council

District councils

North

S. Wieringa (chair)
H.F. Bakker
D.D. Bouwman
E.H. Emmens
H.J. Hoiting (vice chair)
C. Kamphuis
K. de Jonge
Mw. J. Smant
H.J. Takens
Mw. A. Groenwold

East

H.G. Begeman (chair)
D.P.J.R. Beuling
W. Dinka
J.E.B. Drent
J. Koop
J.R. Kunst1
G.H.M. Manning (vice chair)3
J. Nieboer Jzn.1
A. Timmerman4
Mw. W. Krabben
N. Naber2
K. Bruining2

Central

J.A. Daling (chair)
A. de Boer
W. van Dalen
H. van der Horst
R.H. Kunst
R. Otten
H.J. Prins1
B.F.J.M. van der Sterren (vice chair)
H. Strating
A.R. Polling
A. Sijbring5

South

R. Kuper (chair)
B. van Dijk (vice chair)
J. Bartelds
B. Michel1
A.J. van Roekel
E. Snijders
E.H.M. Schwieters
J. Karstenberg
H. Grotenhuis
M.A. Kruizenga
M. Nijkamp2

KPW

F. Schröder (chair)
O. Glühe6
H. Geldermann
B. Kaufmann (vice chair)
J. Meyer
C. Basedau1
H. Milatz
J. Keil
M. Hennings
H. Küper2
J-W. Schorling5

Weser-Ems

B. Specken (chair)3
C. Kaiser (vice chair/chair)4
J. Kruse
J. Langeborg
G. Lehmkuhl
L. Pott1
R. van Werde
M. Krüssel2
N. Schmitz2

Youth council

North

M.J.J. Berg (chair)
R. Jager
A. Vegter1
J. Kuiper2

East

R. Kruit
J.T. Hulshof
G.H. Sterenborg1
M. Drenth2

Central

A. de Buck
J. Kunst1
A.J. Hoving
L. Beijering2

South

T. Lohues
J. Klumpers1
W. Katerberg
R. Bruining van den Berg2

KPW

J. Gaafke
F. Dierks
G. Tebel
L.B. Heinl

Weser-Ems

M. Harren
H. Fecker
M. Schulte

1 Resigned as of December 14, 2023
2 Appointed as of December 14, 2023
3 Chairman until resigned as of September 1, 2023
4 Vice chair until August 31, 2024 and chair as of September 1, 2024
5 Auditor as of March 1, 2024. No formal rights yet, appointment to follow by December 2024
6 Will resign in December 2024