Committees

The Supervisory Board has four committees to cover key areas in greater detail: Nomination, Remuneration, Sustainability and Audit. These are described in more detail below.

Board nominations

The Nomination Committee comprises Thomas Leysen (Chair), Eileen Kennedy, Pradeep Pant and Carla Mahieu. Geraldine Matchett, Dimitri de Vreeze and Cristina Monteiro, Executive Vice President People & Organization, were also involved in this Committee’s discussions. The Committee met four times in 2022. The recommendations of all Nomination Committee meetings were shared with the entire Supervisory Board. This feedback included advice and recommendations regarding topics to be approved by the full Supervisory Board. The Supervisory Board also has access to all the meeting materials posted for the Nomination Committee meetings.

In 2022, discussions in this committee focused on evaluation of the Managing Board and Executive Committee as well as succession planning for the Managing Board, the Executive Committee, and the Supervisory Board. With respect to the Executive Committee, the discussions focused on the succession pipeline for each of the Executive Committee positions with specific attention for the Executive Committee succession in view of the announced merger between DSM and Firmenich.

As in other years, the Supervisory Board established that the composition of the Managing Board is, and will remain, diverse in nationality, gender, background, expertise and experience, and that it provides a good foundation to support all Business Groups in achieving their targets and thus delivering on the company strategy. For detailed background information on the Managing Board members, see the company website under ‘Managing Board’ and the Managing Board section of this Report.

Taking into account the Supervisory Board profile as laid down in the Supervisory Board regulations, the Nomination Committee continued discussions on the overall composition of the Supervisory Board and discussed succession planning for the Supervisory Board. In view of the announcement of the intended merger, the Nomination Committee also contributed to the discussion around the proposed members of the Board of Directors of DSM-Firmenich.

Board remuneration

The Remuneration Committee had six meetings in 2022. Carla Mahieu (Chair), Thomas Leysen, John Ramsay and Frits van Paasschen are members of this committee. Recommendations of the Remuneration Committee meetings were shared with the full Supervisory Board and were used to determine the final remuneration of the members of the Managing Board. The Supervisory Board also has access to all the meeting materials provided for the Remuneration Committee meetings. For more information on the remuneration policy, see the company website. For the implementation of that policy in 2022, see the Remuneration report 2022.

Discussions focused on the performance and the related remuneration of the members of the Managing Board, in respect of both company and individual performance in 2022. The performance and remuneration of the Executive Committee members were also shared with the Remuneration Committee. Geraldine Matchett, Dimitri de Vreeze and Cristina Monteiro were also partly involved in these discussions. The majority of discussion time in 2022 was spent on remuneration topics related to the Short-Term Incentive (STI) and Long-Term Incentive (LTI) scorecard. Attention was given both to the setting of targets for 2022 and to first estimates of performance against those targets, gender pay gap, and equal pay. Preparations took place for the possible amendments to the company’s remuneration policy. Due to the merger announcement, the activities in this area were paused and will be taken up again once the merger has been completed.

Sustainability

The Sustainability Committee prepares the Supervisory Board’s discussions on sustainability topics. The Sustainability Committee met four times in 2022. This Committee comprises Eileen Kennedy (Chair), Erica Mann, Frits van Paasschen and Corien Wortmann-Kool. The Chair of the Supervisory Board has a standing invitation and participated in all meetings. The recommendations of these meetings were shared and discussed with the entire Supervisory Board during its meetings with the Managing Board. The Supervisory Board has access to all the meeting materials provided for the Sustainability Committee meetings. The feedback from the Committee to the full Board included advice and recommendations regarding topics to be approved by the Supervisory Board, in particular the sustainability reporting in this Report. Taking into consideration the draft Assurance report of the independent auditor on the Sustainability Information by KPMG, the full Supervisory Board approved the reporting against these topics on 1 March 2023. The assurance report was finalized by KPMG after the approval of the Supervisory Board. The Sustainability Information complies with the Standards of the Global Reporting Initiative and our internal reporting criteria, which are included in this Report, and is also aligned with the international Integrated Reporting  Council <IR> Framework where possible.

During the year, recurring topics were the company’s performance against its People and Planet aspirations, with a focus on safety, emissions reduction, Brighter Living Solutions Plus, and Diversity, Equity & Inclusion. Through these discussions, the Sustainability Committee followed up on the progress made with the implementation of the sustainability and safety aspirations set as part of the company’s strategy, as well as progress made on DSM’s Food System Commitments. As ever, safety was extensively addressed, being always the first item on the agenda of the Sustainability Committee. The Sustainability Committee also zoomed in on the impact of the EU taxonomy for sustainable activities on the company and received an update on DSM’s physical and transition climate risks. A deep dive was performed on DSM’s Personalized Nutrition business, and the members of the Sustainability Committee received an update on DSM’s position papers. The update of DSM’s greenhouse gas emissions targets to align with the 1.5°C trajectory was also extensively discussed. In terms of Diversity, Equity & Inclusion, the Sustainability Committee reviewed and discussed the company’s performance as well as our long-term strategic ambitions.

Financials and auditing

The activities of the Supervisory Board in the area of financials and auditing are prepared by the Audit Committee. The Audit Committee met six times in 2022. John Ramsay (Chair), Pradeep Pant, Erica Mann and Corien Wortmann-Kool are members of the Audit Committee. All Supervisory Board members have a standing invitation to attend Audit Committee meetings. In 2022, most of them used this for the two conference calls in which the financial developments and interim results for the first and third quarter were discussed. The Chair of the Supervisory Board participated in all meetings and calls. The highlights of all Audit Committee meetings were shared with the full Supervisory Board. This feedback included advice and recommendations regarding topics to be approved by the full Supervisory Board. In 2022, these included the approval of the 2022 COA Audit plan and the proposed reappointment of the external auditor (approved by the 2022 Annual General Meeting of Shareholders). All Supervisory Board members have access to all the meeting materials posted for the Audit Committee meetings.

Our external auditor KPMG, Geraldine Matchett in her capacity as CFO, and the Senior Vice President Group Controller participated in all the meetings of the Audit Committee, along with the managers responsible for internal audit, risk management and compliance. An exception was formed by the two meetings in which the financial developments and interim results for the first and third quarter were discussed. Three times a year, the Audit Committee meets with the external auditor without the Managing Board being present, and one time per year the Audit Committee meets with the internal auditor without the Managing Board being present.

The Committee had in-depth discussions of the company’s financials: the Finance plan, the Capital Expenditure plan, dividend proposals, the financial statements, and accounting policy changes. The discussions of internal risk management and control systems covered the Internal Control Framework, compliance with recommendations and observations made by internal and external auditors, and the role and functioning of COA. This included the endorsement of COA’s proposed audit plan for 2023, which was subsequently approved by the full Supervisory Board. The Corporate Risk Assessment, the company’s main risks and their mitigation were this year discussed during the full Supervisory Board meeting. The Audit Committee also discussed and evaluated cases submitted under the company whistleblower policy (DSM Alert), fraud cases, ongoing litigation, tax, insurances and privacy compliance. Another recurring topic is our cybersecurity resilience, about which the Audit Committee is informed through a dashboard, as well as information on running cybersecurity programs and cybersecurity governance. In addition, the Audit Committee discussed the update of the Internal Control Framework.

Discussions were held with KPMG about the audit plan, management letter, audit report and financial statements for 2022, including managerial judgments and key accounting estimates. In its management letter, KPMG shared the outcome of its evaluation of the company’s procedures and system of internal controls to the extent necessary within the scope of the audit of the financial statements. The observations of KPMG were presented along the pillars that support our in-control statement with a continued focus on the Internal Control Framework pillar (for the Statements of the Managing Board; for a visualization of our control environment, see Corporate governance). KPMG confirmed that in 2022 DSM made good progress on improving its Internal Control Framework. With respect to the upcoming increase in reporting requirements, KPMG’s management letter contained constructive recommendations on reporting of non-financial information, as well as our preparations for the future organization also considering the announced intended merger of equals of DSM and Firmenich.

Finally, in 2022, the Audit Committee formally evaluated the external auditor, and discussed the reappointment of KPMG. The proposal to reappoint KPMG is based on the Audit Committee’s own assessment of KPMG, on discussions with KPMG in the absence of management, and on the outcome of an evaluation among DSM executives.