8. Corporate Governance

Members seek maximum flexibility in their delivery volumes, while also expecting maximum payout from Avebe. At first glance, this may seem like an impossible combination. Yet, as supervisory board and cooperative leadership, we do consider these wishes. We aim to create more room for entrepreneurship within Avebe. That additional space enables maximum performance, which in turn leads to maximum earning capacity.

As supervisory board, we set the parameters for the day-to-day management. This takes place in meetings based on mutual respect and trust. The board of directors increasingly prepares scenarios, allowing us to make informed decisions. This is a positive and necessary development given the dynamics surrounding Avebe, as it reduces the role of chance, luck, and misfortune. Within these frameworks, we can ask critical questions, such as: how can we make the cooperative more agile? This is essential to achieve long-term objectives amid increasing volatility in external developments and to adapt to changing market conditions.

Although many things are going well - we approved an acquisition and maintain a strong working relationship with the executive board - we have also expressed concerns. Safety remains a key issue, and unfortunately, the figures do not reflect what we aim for. Despite revised safety protocols, communication on safety rules, and training efforts, the number of incidents increased over the past year. We have voiced our concern and will continue to monitor the situation. Everyone who enters the site healthy must also leave it healthy.

We extend our sincere thanks to Dirk Kloosterboer for his years of dedication and for sharing his expertise. Marcel Mensink succeeds Dirk on the supervisory board, and Robert Smith has been appointed vice-chair. Several reappointments also took place: Hans-Wilhelm Giere, Martin Möllering, and Marijke Folkers were reappointed for two years. Angelique Heckman and Nanne Sterenborg were reappointed for four years. Angelique Heckman continues to support the works council in her role as confidential advisor. Two meetings were held this year between representatives of the supervisory board, the board of directors, and the works council.

We, as supervisory board, see that motivated efforts are being made to increase the potato value. Our employees and growers together form the foundation of one Avebe. I would like to thank everyone who contributed to the past financial year for their commitment. I trust that this momentum will continue in the coming year - with health remaining the top priority for all.

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 members of the supervisory board, 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.

The (cooperative) board of directors 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.

The board of directors, 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.

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 members of the board of directors (as employer of the board of directors) 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.

The board of directors, the executive committee and the employees involved have defined targets for each strategic pillar. 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. 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 program manager 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.

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 indicator, in the short and long term
2. PerfectaSOL®, the protein strategy
3. Healthy solvency
4. Future-proof organisation in line with the strategy

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

North

S. Wieringa, chair, resigned as of 12 December 2024
H.F. Bakker
D.D. Bouwman
E.H. Emmens, vice chair, as of 12 December 2024
H.J. Hoiting, vice chair until 12 December 2024, chair as of 12 December 2024
C. Kamphuis
K. de Jonge
Mw. J. Smant
H.J. Takens
Mw. A. Groenwold
H. Schepel, appointed as of 12 December 2024

East

H.G. Begeman, chair
D.P.J.R. Beuling
W. Dinka
J.E.B. Drent
J. Koop
G.H.M. Manning, vice chair
A. Timmerman
Mw. W. Krabben
N. Naber
K. Bruining

Central

J.A. Daling, chair
A. de Boer
W. van Dalen
H. van der Horst
R.H. Kunst, resigned as of 12 December 2024
R. Otten
H.J. Prins
B.F.J.M. van der Sterren, vice chair
H. Strating
A.R. Polling
A. Sijbring
J. Mensink, appointed as of 12 December 2024

South

R. Kuper, chair
B. van Dijk, vice chair
J. Bartelds
A.J. van Roekel, resigned as of 12 December 2024
E. Snijders
E.H.M. Schwieters
J. Karstenberg
H. Grotenhuis
M.A. Kruizenga
M. Nijkamp
P. van Leeuwen Boomkamp, appointed as of 12 December 2024

KPW

F. Schröder, chair
O. Glühe, resigned as of 12 December 2024
H. Geldermann
B. Kaufmann, vice chair
J. Meyer
H. Milatz
J. Keil
M. Hennings
H. Küper
J-W. Schorling, appointed as of 12 December 2024
C. Schulz, appointed as of 12 December 2024

Weser-Ems

C. Kaiser, chair
J. Kruse
J. Langeborg
G. Lehmkuhl, resigned as of 12 December 2024
R. van Werde
M. Krüssel
N. Schmitz
M. Schulte, appointed as of 12 December 2024

Youth council

North

R. Jager, chair
M.J.J. Berg
J. Kuiper