Amendments to the by-laws and profile outline of the Board of Managing Directors and Supervisory Board in line with the Banking Code.
In 2009, the by-laws for the Board of Managing Directors and the Supervisory Board were amended in line with the Banking Code and the Corporate Governance Code and its provisions. In addition, the by-laws for the Audit & Compliance Committee, the Risk Committee, the Remuneration Committee and the Selection & Appointment Committee were brought in line with the principles of the Banking Code.
The amended regulations were discussed and approved by the Supervisory Board in its meeting of 17 December 2009. For the revised regulations, please visit www.vanlanschot.nl/boardofmanagingdirectors and www.vanlanschot.nl/supervisoryboard.
The profile outline of the Supervisory Board was also revised based on the Banking Code. The changes to the profile outline were discussed with the Employees' Council and at the Annual General Meeting of Shareholders on 6 May 2010. The profile outline has been posted on: www.vanlanschot.nl/supervisoryboard.
Continuing Education Programme
A continuing education programme was started up for the members of the Supervisory Board and the Board of Managing Directors. The programme is the same for all board members. In 2010, three meetings were held. The subjects addressed were the general trend in the financial sector, risk management, financial reporting and duty of care for the client and the Policy Rule on Expertise. The meetings were organised by external experts in collaboration with internal experts. Two Supervisory Directors each did not attend one meeting. The programme has continued in 2011. The Supervisory Board and the Board of Managing Directors evaluated the Continuing Education Programme in December 2010. They established that the programme is effective, and thus ensures that the expertise of the board members is maintained and extended.
Moral-ethical statement (banker’s oath)
Each member of the Board of Managing Directors has signed a moral-ethical statement (banker’s oath). This statement reads as follows:
‘I declare that I will perform my duties as director of F. Van Lanschot Bankiers NV (the Company) with integrity and care. I will carefully consider all interests involved in the Company, i.e. those of the clients, the shareholders, the employees and the society in which the Company operates. In this consideration, I will give paramount importance to the client’s interests and will inform the client to the best of my ability. I will comply with the laws, regulations and codes of conduct applicable to me as director of the Company. I will observe secrecy in respect of matters entrusted to me. I will not abuse my banking knowledge. I will act in an open and assessable manner and I know my responsibility towards society. I will endeavour to maintain and promote confidence in the banking sector. In this way, I will uphold the reputation of the banking profession.’
The principles included in the moral-ethical statement can also be found in Van Lanschot’s general code of conduct. This general code of conduct applies to all current and new employees at Van Lanschot. The wording of the code of conduct will be amended in 2011 in order to place even more emphasis on the principle ‘the client is key’ in particular.