DSM Integrated Annual Report 2022

Supervisory Board meetings and performance evaluation

In 2022, the Supervisory Board held its five regular meetings and one regular call in the presence of the Managing Board, as well as 12 additional calls also in the presence of the Managing Board and several Executive Committee members. There were also 2 Supervisory Board calls in 2022 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. On three dates, a member was excused due to conflicting commitments. On two other dates, a member was excused for health reasons and on one date a member could not attend due to internet problems. The additional calls were needed to discuss and approve the announcements of DSM’s intentions to merge with Firmenich and divest its Protective Materials and Engineering Materials businesses. 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; this was the case in 2022. In the other two years, 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 outcome of the evaluation was presented to, and discussed with, the Supervisory Board in December, in the absence of the Managing Board.

The Supervisory Board used an external firm that conducts multiple board evaluations and was therefore able to benchmark DSM’s Supervisory Board evaluation against that of other boards. As in previous years, the overall feedback from the evaluation in 2022 was positive. Overall, and across the board, there is great satisfaction and positivity on the side of the Supervisory Board members. They adjudge the Supervisory Board to be of an appropriate size and range of diversity in terms of competences, nationalities/geographical footprint, experience and gender. The Supervisory Board fulfills its tasks and responsibilities in a professional and constructive manner. Members come well prepared for meetings and show respect for each other’s contributions and points of view. The dialogue is described as open and the atmosphere is transparent and collegial. Opinions and views are regularly challenged, generating constructive debate. There is a trust in collective decision-making, an example of which is the Supervisory Board’s approval of the Managing Board’s decision to enter into a merger of equals with Firmenich.

Some points for improvement were noted, some of a rather practical nature and others related to content. With respect to the overall dynamics, the Supervisory Board members highly value the personal interactions and would like to further invest in more face-to-face time. An area for improvement in practical terms is the succinctness and timeliness of briefing materials. From a content perspective, the Supervisory Board would like to spend more time on education with a focus on DSM’s operating context. While the Managing Board’s performance is also (indirectly) 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.