Corporate governance

Find out about corporate governance at DSM, including the roles of the Managing Board, Executive Committee, Supervisory Board and General Meeting of Shareholders, as well as how DSM applies the Dutch corporate governance code and organizes its governance frameworks.

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Risk management

The Managing Board is responsible for risk management within DSM. With the support of the Corporate Risk Management department, which reports directly to the CFO, the Managing Board has designed and implemented a well-embedded risk management system and organization in all company units. Risk management at DSM is based upon the COSO-ERM framework, as depicted in the figure below, and this section is structured accordingly.

A full description of DSM’s risk management system and process together with a description of the identified risks is available on the company website. These descriptions are to be considered an integral part of this Report.

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Code of Business Conduct

The DSM Code of Business Conduct ('the Code'), as introduced and rolled out from 2010, contains the company’s business principles across the three dimensions of People (11 principles), Planet (5 principles) and Profit (15 principles). These principles translate DSM’s mission and core value − sustainability − into daily practice across its business operations. All DSM employees are expected to act in accordance with the Code, and the Managing Board holds DSM’s unit management accountable for compliance. The Code is now available to employees in 19 languages and the full text of the Code can be found on the company website. An update to the Code and the corresponding training is foreseen in the course of 2017. This update will make the Code more concise and strengthen the business principles of the Planet dimension.

The Code serves as an umbrella for several other DSM regulations and together they form the basis for the company's ethical business behavior. These regulations are often supported by e-learning programs to train employees. Depending on the subject, this concerns either all employees or selected employees with a specific role in the organization. Integration and compliance plans, comprising among other things risk management and training on values, are rolled out whenever DSM acquires a business. DSM regulations cover the three dimensions of People, Planet and Profit, of which the most important are listed below:

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What still went wrong in 2016

Although we continuously strive to improve our performance in all areas of DSM’s activities, sometimes things can still go wrong.

This chapter summarizes the most significant incidents in 2016, across the three dimensions of People, Planet and Profit. We endeavor to remedy the outcome of incidents and prevent these from recurring, as well as to identify and learn from business developments that have not progressed as planned. To this end, we investigate the root cause of any serious occurrence and take steps to close the loop to eliminate the cause and start the improvement cycle. Measures are identified and communicated as appropriate, including applying stricter requirements or operating procedures if called for.

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Information about the DSM share

Ordinary shares in Koninklijke DSM N.V. are listed on the Euronext stock exchange in Amsterdam (Netherlands) (Stock code 00982, ISIN code NL0000009827). Options on ordinary DSM shares are traded on the European Option Exchange in Amsterdam (Euronext.liffe). In the US, a sponsored unlisted American Depositary Receipts (ADR) program is offered by Deutsche Bank Trust Co. Americas (Cusip 780249108), with four ADRs representing the value of one ordinary DSM share.

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Independent auditor's report

Read the Independent auditor's report to the Annual General Meeting of Shareholders and the Supervisory Board as prepared by DSM's external audiror, KPMG.

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Independent auditor's assurance report

Read the Independent auditor's assurance report to the Annual General Meeting of Shareholders and the Supervisory Board as prepared by DSM's external audiror, KPMG.

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