Supervisory Board meetings and performance evaluation
In 2021, 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 three additional calls also in the presence of the Managing Board and Executive Committee members. There were also four Supervisory Board calls in 2021 for which the decision-making had been mandated by the Supervisory Board to the Chair of the Board and the Chair of the Audit Committee, who both attended these calls. The Supervisory Board had one additional call to decide and approve on the appointment of Thomas Leysen as new Chair of the Supervisory Board at the close of the Annual General Meeting of Shareholders in 2021. On one date, a member was excused due to conflicting commitments. All meetings but one took place virtually as a result of the COVID-19 restrictions. The additional calls were needed to discuss and approve the acceleration of DSM’s strategic journey and the announcement of our new Food System Commitments. The additional calls were also needed to discuss and approve possible acquisitions. 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 either before or after a meeting.
An evaluation of the Supervisory Board is performed once every three years by an external advisor; the last took place in 2019. In the other two years, including 2021, 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. Furthermore, the Deputy Chair interacted with all Supervisory Board members to assess the performance of the Chair. The outcome of the evaluation was presented to, and discussed with, the Supervisory Board in December, in the absence of the Managing Board.
The overall feedback from the evaluation in 2021 was again positive and the members feel that the Board functions well. The quality of the discussions, which include constructive challenging, were appreciated. The Supervisory Board members also praised the smooth transition to the new Chair of the Board, and all members strongly value the composition of the Supervisory Board in all its dimensions. Despite the fact that the members of the Supervisory Board miss the moments of personal interactions in the context of face-to-face meetings, there is a sense of collegiality and mutual trust. Some points for improvement were noted, whereby the Supervisory Board asked to spend even more time on deep dives into DSM’s various businesses as well as to increase time on post-acquisition and post-investment reviews. The Supervisory Board also wants to spend more time on self-education, outside its regular meetings.
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.
