Structure and Policy

Vopak has a two-tier governance structure consisting of an Executive Board and a Supervisory Board.

The Executive Board is responsible for the management of the company and therefore for the realization of Vopak’s strategic and other objectives, including those on health, safety, the environment (part of sustainability) and quality, strategy and policy, and the related development of results.

The Supervisory Board supervises Vopak’s overall performance, including the policies pursued and results achieved by the Executive Board, the company’s financial situation, as well as its financial statements. The Supervisory Board also reviews the strategy of Vopak, as proposed by the Executive Board. Similarly, it approves important proposals for capital expenditures, acquisitions, divestments and changes in financial and other corporate policies and the annual budget. The Supervisory Board also has the responsibility to evaluate the performance of the Executive Board as a whole and of its individual members and proposes to the General Meeting any changes in the composition of the Executive Board. Similarly, the Supervisory Board annually reviews its own performance and proposes to the General Meeting the appointment of new members to and departure of existing members from the Supervisory Board. Finally, the Supervisory Board sees to it that the company’s policies are formulated and pursued in the interest of all its stakeholders, including shareholders and personnel and that these policies have a durable and sustainable nature and meet the highest ethical standards. Since Vopak qualifies as an international holding company within the meaning of the Large Companies Act, it is exempted from the provisions of that Act.

The Supervisory Board has been carefully selected to ensure inclusion of members with a diverse background and experience in the areas relevant to the core business of Vopak, and with experience in the foreign markets in which Vopak operates. Their experience ranges from economic, financial, technical, operational and social fields to political and business-related ones.

The Supervisory Board, in performing its duties, focuses on the realization of the objectives of the company and the strategy and its implementation. The Supervisory Board appoints an Audit Committee, a Remuneration Committee and a Selection and Appointment Committee from among its members. In accordance with the provisions of the Code, Vopak has further specified the role and powers of these committees in specific regulations for them. In addition to the power to appoint, suspend and dismiss members of the Executive Board and Supervisory Board, the General Meeting has other key powers such as the passing of resolutions on amendments to the Articles of Association, legal mergers and split-offs, and the adoption of the financial statements and profit appropriation. Furthermore, the General Meeting sets the remuneration policy for the Executive Board, and significant amendments to the policy are subject to its approval. The General Meeting also sets the remuneration of the members of the Supervisory Board. The remuneration of the members of the Executive Board is set by the Supervisory Board on the basis of a proposal from the Remuneration Committee, in accordance with the remuneration policy adopted by the 2010 General Meeting. The 2010 General Meeting approved proposals to amend the remuneration policy. As of 1 July 2010 Dutch law provides for a mandatory registration date for the exercising of voting and attendance rights of 28 days before the day of the shareholders' meeting.