Meeting of the Supervisory Board of 6 December 2022
Discussed topics
Discussed topics
a. Supervisory Board
Self-evaluation 2023 RESOLUTION: the Supervisory Board agrees that the self-evaluation process in autumn 2023 should be overseen by an external consultant.
Supervisory Board members' remuneration and CEO's compensation & benefits RESOLUTION: the Supervisory Board agrees to benchmark SB members' remuneration and the CEO's compensation and benefits in 2023.
Appointment of Sandra Konings RESOLUTION: the Supervisory Board unanimously confirms by acclamation the appointment of Sandra Konings to the Supervisory Board with effect from 1 January 2023 for a term of 3 years. Sandra Konings is also appointed to the SB's S&S Committee.
Two-day Supervisory Board gathering (April 2023) RESOLUTION: the Supervisory Board agrees to the draft programme for the 2-day gathering in April 2023; including a first day consisting largely of the normal meeting followed by various presentations, and a second day consisting of a team session.
b. Organisation-wide KPIs for SIDN staff bonus scheme 2022
c. ICT, ICT infrastructure and ICT Roadmap
d. Legal restructuring/constitutional and regulatory changes RESOLUTION: on the basis of Article 27.1 of the Constitution, the Supervisory Board endorses the proposed separation of SIDN B.V. from SIDN, subject to the condition that no third-party objections are made by 26 December 2022. RESOLUTION: the Supervisory Board also approves the proposal that the CEO is authorised to form SIDN Groep B.V., and that the shares in SIDN B.V., SIDN Business B.V. and SIDN Deelnemingen B.V. are used to pay up the shares in SIDN Groep B.V. RESOLUTION: on the basis of Article 27 of the Constitution, the Supervisory Board adopts SIDN's revised Constitution. The proposal to revise the standing orders of both the Supervisory Board and the Executive Board on the basis of Article 29 of the Constitution will be considered at a later date. On the basis of Article 21i and 21f of the Constitution, the Supervisory Board authorises the CEO to revise the Articles of Association of SIDN Deelnemingen B.V. and of SIDN Business B.V. to ensure that they remain aligned with SIDN's Constitution. RESOLUTION: the Supervisory Board adopts the minutes 'Restructuring – motion' and 'Constitutional amendments – resolution' (including an amendment regarding erasure of the resolution regarding the standing orders – page 2, items 2 and 4). Both minutes are then duly signed by the Chair and one other member of the Supervisory Board.
e. IRMA - update and scenarios
f. SIDN's strategy, annual plan and budget for 2023 RESOLUTION: the Supervisory Board approves SIDN's strategy for 2023 to 2027, SIDN's annual plan for 2023 and budget for 2023, all without amendment.
Tuesday 4 April 2023.