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Financial
Annual Report
Key figures 2010
Report of the Management Board.
Report of the Supervisory Board
Brief Company Description
Annual Report 2010
Download or request
Half-year results
Roto Smeets Group Shares
Important dates
Investor relations
Corporate governance
 
 
 

Description of the Group
Situation at 28 March 2011

Capital structure
The authorised share capital of the company is € 75 million, divided into 7,500,000 ordinary shares and 7,500,000 preference shares, each with a nominal value of € 5. As of December 31, 2010, 3,290,275 ordinary shares were issued and placed.

Foundation 'Stichting Preferente Aandelen Roto Smeets Group NV'
The foundation 'Stichting Preferente Aandelen Roto Smeets Group NV' is registered in Deventer and looks after the interests of the company and all parties involved, either directly or indirectly. The foundation's board is independent (see also Statement of Independence, page 109).

The Board's membership consists of:
Professor M.W. den Boogert, Ll.M., chair
R.P. Voogd, Ll.M.
W.H. Weiland

Shareholders
Major shareholders according to the Substantial Participants' Register maintained by the Financial Markets Authority [register Substantiële deelnemingen van de Autoriteit Financiële Markten] are:

Marsala 22.02%
Stichting Administratiekantoor W.A.N. 19.98%
Riva Investments 15.27%
Florijn Investments 13.48%
ING Groep N.V. 12.12%

Supervisory Board
According to the Articles of Association the Supervisory Board shall consist of five members. One vacancy was left temporarily unfilled in connection with a planned public bid by Riva Investments BV, while one External Director was appointed as CEO pro tempore, in which capacity he will for the time being not sit on the Supervisory Board.

The members of the Supervisory Board receive remuneration that is independent of the company's profit and serve in principle no more than three terms of four years.

The present composition of the Supervisory Board is as follows:
Drs. R. Blom, interim chair
H.C.A. Groenen
Drs. H.C.P. Noten

The present members of the Supervisory Board are due to retire as in the schedule below.

  appointed reappointed for re-election
Drs R. Blom 2009   2013
H.C.A. Groenen 2004 2008 2012
Drs. H.C.P. Noten 2005 2009 2013
Interim CEO:      
R.A.J. Huyzer 2009   2013

Management Board
The Management Board is responsible for corporate governance, which means inter alia that it is responsible for achieving the corporation's objectives, corporate strategy with its associated risk profile, the group's results and those aspects of corporate business as are relevant to responsible business practice.

As a result of the reduced size of the Group after its restructuring, the Supervisory Board has resolved to simplify the corporate management model. The new situation is based on a management team of operating company and staff directors, reporting directly to the Managing Director. For this reason the post of COO has been declared superfluous.
In the context of the making of the 2010 annual report the Supervisory Board has considered the decision regarding the new direction of the group (see page 7) as implemented.

The present composition of the Management Board is therefore as follows:
R.A.J. Huyzer, interim CEO

Central Works Council
The company has a fully-fledged representative consultative body consisting of a Central Works Council and the usual Works Councils in the operating companies.

The Central Works Council daily management is as follows:
F. Bijsterbosch, chair
G.J. Willemsen
A.T.M. Stevens, permanent secretary

Important financial dates 2011

AGM called 28 March 2011
Registration day 13 April 2011
AGM 11 May 2011
Business update Q1 11 May 2011
Half-year figures 25 August 2011
Business update Q3 10 November 2011


 
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