Governance
Good employment practices, integrity, respect, oversight, transparent reporting and accountability are the key elements of Cosun’s corporate governance policy.
They also underpin the relations between the members of the cooperative, the Board, the Supervisory Board, the Executive Board and the staff. Cosun observes and applies the NCR Governance Code for Cooperatives with the exception of a number of principles and provisions. A revised version of the NCR Governance Code was issued in June 2015. To avoid misunderstanding, the management board at Cosun is known as the Board.
PROVISION OF INFORMATION AND ACCOUNTABILITY
Our members require specific information in their capacity both as members of the cooperative and as suppliers of our sugar beet. Cosun prefers to inform its members and involve them in the developments within the cooperative primarily through its own channels. The degree of openness offered to the representatives elected by the members to the Members’ Council (comparable with an Annual General Meeting of Shareholders) is greater than that offered to, for example, the anonymous shareholders of a listed company. This information is accordingly not made public.
Neither is the information provided in the annual district meetings, which are open only to Cosun’s members.
We also share information on our activities and how we conduct business with all our stakeholders and interested parties through this website and through other channels. Our financial and social reports are available on this website.
GOVERNANCE MODEL
Cosun has a traditional governance model. Control of the cooperative lies with the members, in part through their election of the Board.
Most members of the Board are also members of the cooperative; three members are not. The external members have been nominated and appointed in recognition of their expertise and external networks. Members of the cooperative also form a majority on the Supervisory Board so that the members have the deciding vote. The Board has delegated day-to-day management to the Chief Executive Officer.
Cooperative
Royal Cosun is a cooperative of some 9,000 beet growers in the Netherlands and has a rich history. The sugar beet the members grow are supplied to Cosun Beet Company and processed in its factories.
THE BOARD
The Board is responsible for the management of the cooperative and has final responsibility for the formulation and implementation of policy for the Cooperative and all the Royal Cosun companies. The Board has nine members, three of whom are not members of the cooperative.
| Dirk (D.H.) de Lugt | Chairman |
| Arwin (A.W.) Bos | Vice-chairman |
| Adrie (A.J.B.P) Bossers | Member |
| Ben (B.R.) van Doesburgh | External member and deputy chairman |
| Ger (G.) Evenhuis | Member |
| Marianne (A.A.C.M.) van den Hoek-Huybregts | Member |
| Pieter (P.P.H.M.) de Jong | Member |
| Freek (F.) Rijna | External Member |
| Sander (S.) Wijkstra | External member |
| Maarten (M.) Boudesteijn | Secretary |
THE SUPERVISORY BOARD
The Supervisory Board supervises the policy of the Board. As an independent body, it advises the Board and the Members’ Council on its own initiative and when requested. Together with the external auditor, it examines the Cooperative’s annual accounts. The Supervisory Board has six members, two of whom are not members of the Cooperative.
| Theo (T.P.) Koekkoek | Chairman |
| Theo (T.P.) Koekkoek | Vice-chairman |
| Pieter (P.J.) van Maldegem | Member |
| Edwin (E.H.W.J.E.) Michiels | Secretary |
| Jacqueline (J.P.) Rijsdijk | Member |
| Hans (H.) Huistra | Member |
MEMBERS’ COUNCIL
All the Royal Cosun District Committees together form the Members’ Council. The Members’ Council elects the members of the Board from the list of candidates put forward by the Board, and elects the members of the Supervisory Board from the list of candidates put forward by the Supervisory Board. It also adopts the annual accounts, the Articles of Association and the regulations on the recommendation of the Board. The Members’ Council is also consulted by the Board on various matters.
YOUTH COUNCIL
The Youth Council is the breeding ground for management talent within the cooperative. The members of the Youth Council represent aspiring and young members. Local district and section managers nominate one or more members of the Youth Council. Together they form the national Youth Council.
THE EXECUTIVE BOARD
Cosun’s executive board consists of managing directors of the business groups and Cosun directors with a functional portfolio, such as Innovation, Corporate Development and Finance & Control.
| Hans (J.A.M.) Meeuwis | President & CEO |
| Iwan (I.H.) Blankers | Director Sensus |
| Anton (A.J.) van Dam | Director Duynie a.i. |
| Paul (P.H.J.) Mesters | Director Cosun Beet Company |
| Director Aviko | |
| Pieter (P.A.W.) Spanjers | Director SVZ |
| Frank (F.C.J.) van Noord | Director Innovation |
| Hans (H.J.) Schuil | Director Finance & Control |
| Maaike (M.J.C.W.) van den Maagdenberg | Director Corporate Development |
| Suzanne (S.M.) Jungjohann | Chief Human Resource Officer |
The Board is responsible for the group’s policy and has delegated its implementation to the President & CEO of the Executive Board. He is responsible for the preparation and implementation of the policy and the performance of the cooperative’s businesses.
Compliance
Compliance is a measure of a person or organisation’s willingness to act in accordance with relevant legislation and regulations and specific codes of conduct in force within an organisation. Cosun’s own code of conduct applies to everyone throughout the group, regardless of their position or location. We also observe the National Cooperative Council’s Code for Cooperatives. The external auditor examines the cooperative’s annual account and the consolidated financial statements of the group and its business groups.
COSUN PRINCIPLES
Cosun is a cooperative, a manufacturer of food and non-food products. The group companies recognise their responsibility for the impact of their activities on our members and staff, on our customers and consumers and on the environment and people living near our sites. Drawing on our social responsibility and our standards and values, we have defined and explained the principles that guide our actions. The Cosun Principles provide guidance to our managers and staff when making ethical decisions or resolving difficult dilemmas. The Principles are known to all our directors, managers and staff. We hold each other responsible for observing them. All our business partners and other stakeholders can hold Cosun to account for its application of them. Cosun offers staff several convenient ways to report suspected abuses of its Principles. One is the whistle-blower scheme; another is the Cosun Speak Up line for staff who – for whatever reason – are unable or unwilling to report abuses through internal channels. They can use the internet or telephone to report abuses, in their own language and anonymously if they wish.
EXTERNAL AUDITOR
Per 2013 financial year, the annual accounts of Coöperatie Koninklijke Cosun U.A. are audited by:
Ernst & Young Accountants LLP
Postbus 455
5600 AL Eindhoven
NCR GOVERNANCE CODE
Cosun is a member of the Dutch Council for Cooperatives (NCR). The Council has introduced a code for good governance, prepared by and for cooperatives. Cosun observes the code with the exception of a number of principles that are not consistent with its governance model. These exceptions are explained here.
GLOBAL TAX POLICY
As a large Group of agro-industrial companies Cosun has decided to publish its Global Tax Policy. The executive summary can be found in here. In case of questions or need for additional information please contact info@cosun.com.
REGULATION ON REPORTING (SUSPECTED) MISCONDUCT
Cosun wants to act honestly and with integrity, in compliance with the law and Cosun’s principles.
That’s why Cosun offers the opportunity to report any wrongdoing or suspicion of wrongdoing. Cosun encourages people who have reasonable grounds to suspect that abuse exists within Cosun to report it (anonymously if necessary). In this way, Cosun can prevent such abuses or take measures to stop them.
Do you suspect or witness abuse? Speak up! By reporting a (suspected) wrongdoing you give Cosun the opportunity to take action. Reporting a (suspected) wrongdoing can easily be done in the following way:
Detailed information about the Cosun SpeakUp service and the contact details to consult SpeakUp can be found in the regulation reporting (suspicion) of abuses. For the regulation see here.
CENTRAL WORKS COUNCIL
The Central Works Council was established for all Dutch Royal Cosun companies. It consists of 11 members, all of whom belong to a company works council. The Central Works Council advises on matters such as the sale of businesses, reorganisations and Royal Cosun strategy. It consults periodically with the CEO & President of the Executive Board.