Supervisory Board Charter of Unibail-Rodamco SE
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The Supervisory Board, composed of 9 members, exerts oversight and control over the Management Board and the general affairs of the Group. The Supervisory Board supervises subjects including Company strategy and financial performance; business risks; structure and administration of internal risk management and control systems; financial reporting procedures and compliance with relevant laws and regulations.. The Supervisory Board's role, responsibilities and related tasks are spelled out in part IV of the Company's Articles of Association and in a separate Supervisory Board Charter.
The composition of the Supervisory Board reflects a strong commitment to the independence and expertise of its members and to the Group's European profile. All members of the Supervisory Board are independent according to the criteria of the Afep-Medef's Code of Corporate Governance and the criteria laid out in the Supervisory Board Charter. The Supervisory Board reviews the independence of its members and its functioning annually in accordance with Afep-Medef best practice.
The Supervisory Board has 2 committees comprised of Supervisory Board members which focus on specific and complex aspects of its supervisory responsibilities:
Each committee performs its duties under a specific Charter which describes its role, responsibilities, organisation and functioning. The Committees make recommendations and advise the Supervisory Board. The Supervisory Board, however, retains responsibility for all decisions and actions taken on the Committees' recommendations.
Robert ter Haar is Chairman of Unibail-Rodamco's Supervisory Board and Chairman of its Governance, Nomination and Remuneration Committee since April 26, 2012. He has been a member of Unibail-Rodamco's Supervisory Board since June 25, 2007 and member of the Governance, Nomination and Remuneration Committee since April, 2011. He served as a member of the Unibail-Rodamco Audit Committee from 2007 until 2011 and was formerly member of the Rodamco Europe N.V. Supervisory Board (2005-2007). He is former CEO of Hagemeyer N.V. and of De Boer Unigro N.V.; former Chairman of the Supervisory Board of Parcom Capital Management B.V.; former Board member of the Household & Personal Care division of Sara Lee/Douwe Egberts and of Univar Inc. (USA); former Supervisory Board member of Royal FrieslandCampina N.V., of Maxeda Retail Group B.V., of Sperwer Holding B.V. and of Spar Holding B.V.; and former General Manager of Molnlycke Nederland. In addition to his Unibail-Rodamco Supervisory Board membership, he is currently Chairman of the Supervisory Boards of Mediq B.V. and of VvAA Groep B.V. and a member of the Supervisory Board of Bergschenhoek Groep B.V. Rob ter Haar, born in 1950, is Dutch.
Member of Unibail-Rodamco's Supervisory Board and its Governance, Nomination & Remuneration Committee since April 29, 2008. She holds a Masters Degree in Politics, Philosophy and Economics from Oxford University and an MBA from Harvard Business School. A former Consultant and Partner at McKinsey & Co in London, Amsterdam, China and South East Asia and has held various positions at Pepsi Beverages, Goldman Sachs and at private equity/venture capital firms. A former Advisory Board member of Irdeto B.V.; and former member of the Supervisory Boards of TNT N.V., of TNT Express N.V. and of Scotch & Soda N.V. In addition to her Unibail-Rodamco Supervisory Board membership, she is currently Non-Executive Director, Chair of the Remuneration Committee of J Sainsbury PLC; and Non-Executive Director of ITV PLC and of Reckitt Benckiser PLC. Mary Harris, born in 1966, is British.
Member of Unibail-Rodamco’s Supervisory Board since April 23, 2014 and its Governance, Nomination & Remuneration Committee since January 2015. She holds a Masters of Law (focus on International and Business Law) from the Universität Wien. She previously held positions at Merrill Lynch Capital Markets in New York and UBS Philips & Drew Ltd in London. A former Chair of the Management Board, Country Head and CEO – Germany and Austria at Morgan Stanley Bank AG in Germany; former Board member of Morgan Stanley and Co. International Ltd and Morgan Stanley International Ltd in London; and former Vice-Chair of the Supervisory Board of HRE Holding AG. In addition to her Unibail-Rodamco Supervisory Board membership, her current roles include Commissioner of the Monopolies Commission in Germany; Vice-Chair of the Supervisory Board of Deutsche Pfandbriefbank AG; member of the Supervisory Board of Deutsche Telekom AG and Chair of its Audit Committee and member of the Supervisory Boards of Deutsche Telekom AG,KfW IPEX Gmbh and Bank Gutmann AG. Mrs Kollmann, born in 1964, is Austrian.
Member of Unibail-Rodamco's Supervisory Board and its Audit Committee since June 25, 2007, he has been Chairman of the Audit Committee since January 2015 and Vice Chairman of the Supervisory Board since April 21, 2016. Graduate of the École des Hautes Études Commerciales (HEC) with a Doctorate in Economics and a Masters in law. A former Executive Director of Morgan Stanley International; former CEO of AXA Investment Managers France; ; CEO of ROBECO France; and Global Head of Mainstream Investments of ROBECO Group; General Partner of Rothschild & Cie Gestion Paris and former Chairman of the Board of Rothschild Asset Management Inc. New York and of the Board of Risk Based Investment Solutions Ltd, London (Rothschild Group). He is a recipient of the French Decoration "Chevalier de l'Ordre National du mérite". Jean-Louis Laurens, born in 1954, is French.
Member of Unibail-Rodamco's Supervisory Board since June 25, 2007 and member of its Governance, Nomination & Remuneration Committee since April 28, 2010. A Law Graduate of the Institut d'Études Politiques in Paris and a former student of the École Nationale d'Administration. A former Director and Audit Committee member of Unibail S.A. and of Nexans S.A. (2005-2007) and former Chairman and CEO of Crédit National and of Air Liquide Santé. In addition to his Unibail-Rodamco Supervisory Board membership, he is currently Chairman of the Supervisory Board of Bénéteau S.A. and of the Federation Française des Industries Nautiques and member of the Supervisory Board of Sucres & Denrées. Yves Lyon-Caen, born in 1950, is French.
Member of Unibail-Rodamco's Supervisory Board and its Audit Committee since April 29, 2008. He holds a Degree in Mathematics from Cambridge University. A former equity investment analyst specialising in real estate companies, mainly at Dresdner Kleinwort Benson and Merrill Lynch. With partner Robert Fowlds, his team was voted No.1 for real estate in Europe for 12 out of 13 years from 1995 to 2007. In addition to his Unibail-Rodamco Supervisory Board membership, he is currently a Non-Executive Director of LondonMetric Property PLC. Mr. Alec Pelmore, born in 1953, is British.
Member of Unibail-Rodamco's Supervisory Board and its Audit Committee since April 16, 2015. Graduate of École Supérieure de Gestion et Finance. She previously held various positions at Deloitte, is a former Board Member of Groupe Lucien Barrière, held various positions within the Accor Group, including CFO and former Chair of the Supervisory Board of Orbis. In addition, to her Unibail-Rodamco Supervisory Board membership, her current roles include, within the Accor Group, member of the Executive Committee of AccorHotels, CEO of Hotel Services France and Switzerland, CEO of Women at AccorHotels Generation (WAAG) member of Club des 30. She is also Supervisory Board member of Altamir and Non-Executive Board Member of Spie. Mrs Stabile, born in 1970, is French.
Member of Unibail-Rodamco's Supervisory Board since April 21, 2016 and member of its Audit Committee since February 2, 2017. Graduate of École Supérieure de Commerce de Lille; holds a Masters in Accounting (DECS) & Masters in Accounting and Finance (MSTCF). A former external auditor with Price Waterhouse; held several positions in Accor Group including CFO and Deputy CEO; former CEO of Edenred; former Supervisory Board member of Groupe Lucien Barrière and former Board member of Club Med. In addition, to his Unibail-Rodamco Supervisory Board membership, his current roles include President & CEO at Global Blue, world leader in tax free shopping, and Non-Executive Board member of Voyage Privé. Mr Stern, born in 1964, is French.
Member of Unibail-Rodamco's Supervisory Board since April 16, 2015 and member of its Governance, Nomination & Remuneration Committee since October 2015. She holds a Masters in History and French from St. Hilda’s College and a Masters in International Relations from Johns Hopkins School for Advanced International Studies. A former Advisor to the National Council for Environment and Infrastructure; and former Director General Civil Aviation & Freight Transport of the Dutch Ministry of Transport, Public Works and Water Management. A former Director or Executive of various public and private entities including Vivendi, Tesco, GigaPort, Quest International, and Shell International as well as a former consultant at McKinsey & Co. In addition to her Unibail-Rodamco Supervisory Board membership, her current roles include Non-Executive Director of Groupe Wendel and of CNH Industrial; Non-Executive Director and Chair of the Remuneration committee of TomTom and Chair of the Supervisory Board of the Van Leer Group Foundation. Mrs Tammenoms Bakker, born in 1953, is Dutch.
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