This profile was prepared on 26 January 2004 on the basis of article 3.1 of the rules of the Supervisory Board. Taking into account the nature of the company's business and its activities, the supervisory board's scope and composition (and division of duties) is as follows.
The scope of the supervisory board is to perform the tasks listed in art. 2.2 in the rules of the supervisory board, including but not limited to the following:
- supervising and monitoring the company's performance;
- supervising and monitoring the company's strategy and risks inherent to its business activities;
- supervising and monitoring the structure and management of the internal risk management and control systems;
- selecting and recommending the members of the executive board.
The supervisory board consists of at least seven members. Members of the supervisory board are selected and recommended according to the following selection criteria:
- background/education/training/degrees;
- (international) experience;
- skills; and
- independence.
The composition of the supervisory board shall be such that the combined experience, expertise and independence of its members enables the supervisory board to best carry out the variety of the supervisory board's responsibilities. Since the company is an international retailer the composition of the supervisory board should preferably reflect representation/knowledge of European and American market conditions, financial institutions and governance. At least one member of the supervisory board shall be a financial expert, having relevant knowledge and experience in financial administration and accounting for listed companies or other large entities.
The main duties and/or the number and nature of other supervisory board memberships held by a member of the supervisory board should be such that they do not interfere with a proper exercise of the duties as a member of the supervisory board of the company. A member of the supervisory board shall at all times notify the company of any changes in his or her duties and other supervisory board memberships.
Of the members of the supervisory board a maximum of one person does not have to be independent.