DSM Integrated Annual Report 2020

Supervisory Board meetings and performance evaluation

In 2020, the Supervisory Board held its five regular meetings and one regular call in the presence of the Managing Board and Executive Committee, as well as four additional meetings also in the presence of the Managing Board and Executive Committee members. All meetings but one took place virtually as a result of the COVID-19 restrictions. The additional meetings were needed partly because the time slots available for virtual meetings were shorter than they would have been for physical meetings, given the constraints imposed by the time-zone differences between the various locations in which the members of the Supervisory Board are based. The balance of the time usually allocated for meetings during the course of the year was dedicated to reviewing the company’s strategy, among other topics. The additional meetings were also needed to discuss and approve possible acquisitions and the divestment of our Resins & Functional Materials and associated businesses, and to engage in the alternative site visit program. Information on attendance of Board and Committee meetings can be found in the table in this Supervisory Board Report.

The Supervisory Board also convenes in the absence of the Managing Board, which usually happens before each meeting.

An evaluation of the Supervisory Board is performed once every three years by an external advisor; this was the case in 2019. In the other two years, including 2020, the evaluation of the Supervisory Board is performed by means of a self-assessment consisting of a written survey, followed by in-depth, one-on-one interviews between the Chair and individual Supervisory Board members.

The overall feedback from the evaluation in 2020 was again positive. All topics (team composition, meetings, committees, people processes, agenda definition, etc.) received very high scores. Supervisory Board members appreciate the atmosphere in the Board, and the quality of discussions, which include constructive challenging where appropriate. All members feel heard, valued and trusted, and appreciate the distinctive strengths all the different members bring to the table. In 2020, the informal moments of personal interaction between Board members and with Managing Board and Executive Committee members, as well as other employees, were of course missed. In terms of follow-up and improvements, the Supervisory Board asked to spend even more time on innovation going forward and to increase the time allocated to post-investment reviews, analyzing the performance of all investments made as well as those it was decided not to make.

While the Managing Board’s performance is (indirectly) also assessed as part of the evaluation, this happens throughout the year as part of the discussions on succession planning in the Nomination Committee. This applies particularly when the performance appraisals of Managing Board members are discussed, as well as their performance versus their individual targets in the Remuneration Committee. The Nomination and Remuneration Committees report back on these discussions to the Supervisory Board.