Statement of Principles and Best Practices for the Supervisory Board of SIDN
Version: 4 April 2023
Version: 4 April 2023
These standing orders ('the Standing Orders') were originally adopted by the Supervisory Board ('the Supervisory Board') of the Foundation for Internet Domain Registration in the Netherlands ('the Foundation') on 28 March 2011. The Standing Orders were subsequently amended and the amended version adopted by the Supervisory Board, as provided for in Article 5.2 of the Statement of Principles and Best Practices for the Supervisory Board, pursuant to Article 27 of the Constitution on 4 April 2023.
1.1 Notwithstanding the provisions of Article 5.1 of the Statement of Principles and Best Practices for the Supervisory Board, the Selection, Appointments and Remuneration Committee shall advise the Supervisory Board regarding matters pertaining to its duties, and make preparations for decision-making by the Supervisory Board regarding relevant matters.
1.2 The duties of the Selection, Appointments and Remuneration Committee shall involve:
a) making proposals to the Supervisory Board pertaining to the formulation of criteria for the selection of, and procedures for the appointment of, members of the Supervisory Board and the Executive Board;
b) periodically reviewing the composition of the Supervisory Board, and proposing membership profiles for the Supervisory Board and the Executive Board;
c) making proposals to the Supervisory Board pertaining to the periodic appraisal of the performance of individual members of the Supervisory Board and the Executive Board, and associated reporting to the Supervisory Board;
d) proposing appointments and reappointments;
e) making proposals to the Supervisory Board regarding the remuneration and other conditions of employment of Executive Board members;
f) making proposals regarding the remuneration of the Chair and other members of the Supervisory Board.
2.1 The Selection, Appointments and Remuneration Committee shall have at least two members.
2.2 Notwithstanding the provisions of the Statement of Principles and Best Practices for the Supervisory Board, no member of the Selection, Appointments and Remuneration Committee shall be dependent in the sense of Article 3.5 of the Statement of Principles and Best Practices for the Supervisory Board.
The Chair of the Supervisory Board shall also act as Chair of the Selection, Appointments and Remuneration Committee. The Chair shall bear primary responsibility for the performance of the Selection, Appointments and Remuneration Committee. The Chair shall act as the Selection, Appointments and Remuneration Committee's spokesperson, and as the principal point of contact for the Supervisory Board. Whenever the Selection, Appointments and Remuneration Committee considers a matter relating specifically to one of its own members, the member in question shall withdraw. If the Selection, Appointments and Remuneration Committee has two members, the Supervisory Board shall nominate another of its own members to participate in the activities of the Selection, Appointments and Remuneration Committee in circumstances where a member of the latter committee is required to withdraw in accordance with this Article.
4.1 The Selection, Appointments and Remuneration Committee shall meet at least once per year. Meetings shall ordinarily be held at the Foundation's offices, but may be held elsewhere or by electronic means.
4.2 Selection, Appointments and Remuneration Committee meetings shall be convened by the Chair of the Selection, Appointments and Remuneration Committee. Insofar as practicable, a notice of and an agenda for each Selection, Appointments and Remuneration Committee meeting shall be issued to members at least seven days before the meeting in question.
4.3 Meetings of the Selection, Appointments and Remuneration Committee shall be minuted, and the minutes of each meeting shall be sent to all Selection, Appointments and Remuneration Committee members and all Supervisory Board members as soon as practicable.
The provisions of the Statement of Principles and Best Practices for the Supervisory Board shall apply equally to (members of) the Selection, Appointments and Remuneration Committee. If the provisions of the Statement of Principles and Best Practices for the Supervisory Board are found to conflict with the provisions of these Standing Orders, these Standing Orders shall prevail, unless Dutch law or the Constitution of the Foundation requires otherwise, in which case the latter shall prevail.