DSM Integrated Annual Report 2021

Relationship and stakeholder management

In performing its duties, the Supervisory Board acts in accordance with the interests of the company and the business connected with it, taking into consideration the interests of the company’s stakeholders. The Chair of the Supervisory Board is in regular close contact with the Co-CEOs, as is the Chair of the Audit Committee with the CFO.

Furthermore, the Supervisory Board regularly interacts with members of the Executive Committee, who attend Supervisory Board meetings and participate in the yearly site visit of the Supervisory Board.

The Supervisory Board interacts with our employees on various occasions and in various contexts. The Supervisory Board regularly receives information on relevant topics from senior leaders and experts in the company during committee meetings, full Supervisory Board meetings, annual site visits, and also as part of their ongoing professional education. In September 2021, we announced our strategic decision to focus our resources and capabilities to address the urgent societal and environmental challenges linked to the way the world produces and consumes food. The Supervisory Board was involved early on in this strategic process to contribute to the decisions and engage with the various topics. In addition, the Supervisory Board was involved in discussions around merger & acquisition (M&A) opportunities, such as the acquisition of First Choice Ingredients and the flavor and fragrance bio-based intermediates business of Amyris Inc., as well as large innovation projects resulting in the development of products such as Bovaer®, Veramaris®, EVERSWEET™ and CanolaPRO®. The Supervisory Board also performed a post-investment review of our second-generation bio-ethanol plant in Emmetsburg (Iowa, USA). During its annual site visit, the Supervisory Board actively takes the opportunity to interact with employees at different levels, from the shop floor to senior leadership, thus collecting valuable information and insights from various sources across the company.

Direct, one-to-one contact between Supervisory Board members and Managing Board and Executive Committee members generally follows naturally from topics discussed in the meetings of the Supervisory Board. These discussions draw on the expertise of individual Supervisory Board members, whose advice is sought on a wide range of specialist topics as required. Supervisory Board members also have direct contact with other employees in the course of the aforementioned site visits and specifically arranged meetings. The full Supervisory Board reviewed the company’s new Food System Commitments together with members of the company’s Sustainability department, and Eileen Kennedy had further in-depth discussions with the Senior Vice President Corporate & Nutrition Strategy. The Audit Committee discussed our efforts in the area of cybersecurity, and Pradeep Pant, who is based in Singapore and has extensive knowledge of and experience with Asian markets, continued to be in regular contact with our senior management in that region.

In 2021, due to the continued COVID-19 pandemic, most of the meetings were held virtually and face-to-face meetings could only be arranged on a few occasions. Examples of the meetings and visits that could take place include the introductory visits of Thomas Leysen, Carla Mahieu and Corien Wortmann-Kool to the DSM site in Delft (Netherlands), during which the DSM Biotech Center was visited; their visit to the Brightlands Campus in Geleen (Netherlands); and the annual site visit of the full Supervisory Board, together with the Executive Committee, to DSM Austria GmbH — founded in 2021 after the acquisition of Erber Group, including Biomin and Romer Labs. Due to COVID-19-related travel restrictions, Erica Mann participated virtually during this site visit to Austria.

The Supervisory Board takes an active interest in maintaining a good understanding of our stakeholders and their positions on various topics related to the company’s areas of business. This includes the perceptions of our shareholders. The Supervisory Board is informed of the position of other DSM stakeholders by the Managing Board. In addition, the Supervisory Board collects such information through its own network.

DSM Supervisory Board: key data and attendance records

 

 

Thomas Leysen (C)

 

John Ramsay (DC)

 

Eileen Kennedy

 

Carla Mahieu

 

Erica Mann

 

Frits van Paasschen

 

Pradeep Pant

 

Corien Wortmann-Kool

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diversity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year of birth

 

1960

 

1957

 

1947

 

1959

 

1958

 

1961

 

1953

 

1959

Gender

 

Male

 

Male

 

Female

 

Female

 

Female

 

Male

 

Male

 

Female

Geography

 

Europe

 

Europe

 

North America

 

Europe

 

Oceania

 

Europe/North America

 

Asia

 

Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tenure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial appointment

 

2020

 

2017

 

2012

 

2021

 

2019

 

2017

 

2016

 

2021

Latest reappointment

 

n.a.

 

2021

 

2020

 

n.a.

 

n.a.

 

2021

 

2020

 

n.a.

End of current term

 

2024

 

2025

 

2022

 

2025

 

2023

 

2025

 

2024

 

2025

Reappointment possible?

 

Y

 

Y

 

Y

 

Y

 

Y

 

Y

 

Y

 

Y

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attendance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Committee memberships

 

NomCo (C)
RemCo

 

AC (C)
RemCo

 

SustCo (C)
NomCo

 

RemCo (C)

 

AC
SustCo

 

RemCo
SustCo

 

AC
NomCo

 

AC
SustCo

Attendance of SB meetings1

 

100%

 

100%

 

100%

 

100%

 

90%2

 

100%

 

100%

 

100%

Attendance of Committee meetings

 

NomCo
100%
RemCo
100%

 

AC
100%
RemCo
100%

 

NomCo
100%
SustCo
100%

 

RemCo
100%

 

AC
83%2
SustCo
100%

 

RemCo
100%
SustCo
100%

 

AC
100%
NomCo
100%

 

AC
100%
SustCo
100%

1

‘Attendance’ refers to the one physical Supervisory Board (SB) meeting and nine virtual meetings held in 2021. In addition to these meetings, there were also four virtual SB meetings in 2021 for which the decision-making had been mandated by the SB to the Chair of the Board and the Chair of the Audit Committee, who both participated in these calls.

2

Erica Mann missed the Supervisory Board call and Audit call in July due to other previously scheduled commitments. She gave advance input in writing or via other members.

DSM Supervisory Board: key competences

 

 

Thomas Leysen (C)

 

John Ramsay (DC)

 

Eileen Kennedy

 

Carla Mahieu

 

Erica Mann

 

Frits van Paasschen

 

Pradeep Pant

 

Corien Wortmann-Kool

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Competences

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General Management

 

x

 

x

 

x

 

 

 

x

 

x

 

x

 

 

Finance/Accounting/Auditing

 

x

 

x

 

 

 

 

 

 

 

 

 

 

 

x

Strategy

 

x

 

x

 

x

 

x

 

x

 

x

 

x

 

x

Risk

 

x

 

x

 

 

 

 

 

 

 

 

 

 

 

x

Marketing & Sales

 

x

 

 

 

 

 

 

 

x

 

x

 

x

 

 

Operations & Manufacturing

 

x

 

 

 

 

 

 

 

x

 

 

 

 

 

 

R&D/Innovation/Technology

 

x

 

 

 

x

 

 

 

 

 

 

 

 

 

 

Safety

 

x

 

 

 

 

 

x

 

 

 

 

 

 

 

 

Sustainability & Environment

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

x

Emerging Economies

 

 

 

x

 

 

 

 

 

x

 

x

 

x

 

 

People & Organization

 

x

 

 

 

 

 

x

 

x

 

 

 

x

 

 

IT/Digital

 

 

 

 

 

 

 

x

 

 

 

x

 

 

 

 

Governance/Compliance/Legal

 

x

 

x

 

x

 

x

 

x

 

 

 

 

 

x

Public Affairs

 

x

 

 

 

 

 

x

 

x

 

 

 

 

 

x

DSM’s businesses

 

x

 

 

 

x

 

 

 

x

 

 

 

x