the appointment of a member of the management board or of the supervisory board and/or a resolution to dismiss a member of the management board or of the supervisory board by an absolute majority
of the votes cast. It may be provided that this majority should represent a given proportion of the issued capital, which proportion may not exceed one third. Our articles of association will provide that the majority should represent two-thirds of
the votes cast, representing more than half of the issued capital.
The Dutch Corporate Code recommends that each substantial change in the corporate governance structure of a company and in the compliance of a company
with the Dutch Corporate Code be submitted to the general meeting of shareholders for discussion under a separate agenda item. We have not applied a number of principles and best practice provisions, in many cases because they conflict with the
corporate governance rules of the New York Stock Exchange with which we will comply. These deviations from the Dutch Corporate Code will not first be submitted to the general meeting of shareholders.
The Dutch Corporate Code recommends that a non-executive member of the board may not be granted any shares and/or rights to shares by way of
remuneration. Our non-executive directors will be granted the possibility to participate in equity incentive plans.
Board of Directors
We maintain a single-tiered board of directors comprising both executive directors and non-executive directors. Under Dutch law, the board of
directors is responsible for the policy and day-to-day management of the company. The non-executive directors supervise and provide guidance to the executive directors. Each director owes a duty to the company to properly perform the duties assigned
to him and to act in the corporate interest of the company. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. Any board resolution
regarding a significant change in the identity or character of the company requires shareholders approval.
Under Dutch law, a director of a listed company is generally appointed for a maximum term of four years. However, there is no limit on the
number of terms a director may serve. Prior to the completion of this offering, directors will be appointed for a term of one year. See ManagementBoard Composition.
The directors are appointed at the general meeting of the shareholders. Our directors may be elected by the vote of a majority of votes cast
at a general meeting of shareholders provided that our board of directors has proposed the election. An appointment by the general meeting of shareholders shall be made from a list that was prepared by the board of directors of candidates containing
the names of at least two persons for each vacancy to be filled. Notwithstanding the foregoing, the general meeting of shareholders may, at all times, by a resolution passed with a two-thirds majority of the votes cast representing more than one
half of the issued capital, resolve that such list shall not be binding and, in that event, a new list of nominees will be prepared by the board of directors.
Conflict of Interest Transactions
The Articles of Association provide that in the event we have a conflict of interest with one or more members of the board of directors, we
may still be represented by the members of the board of directors. In the event of a conflict, however, Dutch law grants the general meeting of shareholders the power to designate one or more other persons to represent the company.