We depart from the Corporate Governance Code with regard to two provisions:
Provision 2.2.1: maximum appointment and reappointment term of board members
Enexis has not set a maximum appointment and reappointment period for Executive Board members. It states in the remuneration policy for the EB (adopted on 5 December 2012 by the AGM) that employment agreements with the members of the EB are entered into for an indefinite period.
Provision 4.2.2: policy regarding bilateral contacts with stakeholders
Enexis does not have a formal policy for bilateral contacts with shareholders, as stipulated in the code. We do have a covenant in place with detailed agreements between the EB, SB, and the shareholders’ committee about the fulfilment of tasks, as laid down in the articles of association.
Various provisions in the code are not applicable to Enexis, for example, because the statutory two-tier status applies to us, our shares are held by Dutch government bodies, and our shares are not listed on a stock exchange.
Concretely, this concerns:
Provision 2.1.3: executive committee
Provision 2.8.2-2.8.3: takeover bid
Provision 3.1.3: remuneration executive committee
Provision 3.3.2-3.3.3: remuneration of supervisory board members in shares and share ownership of supervisory board members
Provision 4.2.6: anti-takeover measures
Provision 4.3.3: cancelling the binding nature of a nomination or dismissal
Provision 4.3.4: voting right on financing preference shares
Provision 4.3.5: publication of institutional investors’ voting policy
Provision 4.3.6: report on the implementation of institutional investors’ voting policy
Provision 4.3.7: refraining from voting in the event of larger short position than long position
Provision 4.3.8: securities lending
Provision 4.5: issuing depositary receipts for shares
Provision 5: one-tier governance structure