Meeting of the Supervisory Board of 4 April 2023

Discussed topics

1. Agenda items

  • a. Supervisory Board

    • Appointment of Wim Hafkamp RESOLUTION: on 19 December 2022, the Supervisory Board appointed Wim Hafkamp to the Supervisory Board, with effect from 1 January 2023. Wim Hafkamp was also appointed to the S&S Committee, with effect from the same date.

    • Separation of SIDN and amendment of SIDN's constitution RESOLUTION: on 27 December 2022, the Supervisory Board resolved on the separation of SIDN and the amendment of SIDN's constitution, with effect from the date of the separation.

    • Appointment of Gerben van Leeuwen as Chair of the S&S Committee RESOLUTION: on 31 December 2022, the Supervisory Board appointed Gerben van Leeuwen to the Chair of the Supervisory Board's Security and Stability Committee, with effect from 1 January 2023.

    • Approval of the CEO's expenses claims RESOLUTION: the Supervisory Board resolves that the Chair of the Audit Committee should approve the CEO's expenses claims.

    • Annual discussion with the CEO 2022

    • Standing Orders of the Supervisory Board and of the Executive Board RESOLUTION: the Supervisory Board approves replacement of the existing Standing Orders of the Supervisory Board of SIDN, with effect from 4 April 2023. The following documents were adopted:

      • Statement of Principles and Best Practices for the Supervisory Board of SIDN

      • Standing Orders relating to Membership of and Candidate Profiles for the Supervisory Board

      • Standing Orders of the Audit Committee

      • Standing Orders of the Selection, Appointments and Remuneration Committee

      • Standing Orders of the Security and Stability Committee

      RESOLUTION: the Supervisory Board gives approval for the CEO of the foundation to amend the Standing Orders of the Executive Board, with effect from 1 June 2023.

    • Supervisory Board members' remuneration with effect from 1 January 2023 RESOLUTION: the Supervisory Board confirms the decision taken outside the meeting regarding the level of remuneration to be paid to Supervisory Board members, with effect from 1 January 2023.

  • b. Annual reports and financial statements

    • Auditors' report on SIDN for 2022

    • SIDN Annual Report for 2022 / CEO's Report RESOLUTION: the Supervisory Board notes the CEO's report and approves it in accordance with the motion on the agenda. In his report, as required by Article 11.4 of the Statement of Principles and Best Practices for the Supervisory Board of SIDN, the CEO confirms that he has fully and honestly disclosed to the Supervisory Board all the information that the Supervisory Board requires for the performance of its duties. RESOLUTION: in accordance with Article 21a of the constitution, with effect from 4 April 2023, the Supervisory Board authorises the CEO of SIDN to adopt SIDN's Annual Financial Statement for 2022 and, with effect from the same date, discharges the CEO of responsibility for the policies pursued in 2022.

    • Annual Report of SIDN Deelnemingen B.V. 2022 RESOLUTION: the Supervisory Board authorises the CEO, in his capacity as SIDN's representative at the shareholders' general meeting of SIDN Deelnemingen B.V., to approve the Annual Financial Statement of SIDN Deelnemingen B.V. for 2022, as presented to the Supervisory Board, and to discharge the CEO of SIDN Deelnemingen B.V. of responsibility for the policies pursued in 2022.

    • Annual Report of SIDN Business B.V. 2022 RESOLUTION: the Supervisory Board authorises the CEO, in his capacity as SIDN's representative at the shareholders' general meeting of SIDN Business B.V., to approve the Annual Financial Statement of SIDN Business B.V. for 2022, as presented to the Supervisory Board, and to discharge the CEO of SIDN Business B.V. of responsibility for the policies pursued in 2022.

  • c. Management outline

    • ICANN in Hamburg (October 2023) RESOLUTION: the Supervisory Board will attend the ICANN Annual General Meeting in Hamburg (22 to 27 October 2023), where SB members will take part in a session with representatives of the boards of various other ccTLDs.

    • ICT transition

    • Top structure RESOLUTION: in accordance with the motion, the Supervisory Board resolves to:

      • Increase the size of the Executive Board as proposed

      • Amend the Standing Orders of the Executive Board accordingly

At the end of the formal meeting, a presentation was made regarding the development of European legislation and the implications, and regarding 2 projects supported by SIDN Fund, namely Publicroam and DIVD.

2. Date of next meeting

Maandag 19 June 2023.