Governance structure

Corporate governance

EBN places huge importance by good corporate governance. For this reason, EBN voluntarily applies the principles and best practice provisions of the Dutch Corporate Governance Code (where these are relevant to EBN). This means that EBN complies the government’s policy on state holdings and the Corporate Governance Code.

EBN subscribes to the principle that transparency towards stakeholders is fundamental. EBN also attaches great importance to transparency within its own organisation. The company has a code of conduct, a confidential counsellor, a complaints committee and a whistleblower scheme.

The shareholder

EBN is a private limited company, with the Dutch State as its sole shareholder. The Ministry of Climate Policy and Green Growth is responsible for share management. EBN is a ‘policy holding’, a company in which the roles of shareholder and policymaker are vested in one single Minister.

Within the Ministry, the shareholding function is entrusted to the Secretary-General, who is supported by civil servants from the Enterprise Directorate (which is part of the Directorate-General for Enterprise and Innovation). EBN’s governing document stipulates that important decisions require the approval of the shareholder.

Appointment of EBN’s CEO and Supervisory Board members

The shareholder appoints the CEO of EBN and the members of the Supervisory Board. The Supervisory Board selects a candidate for CEO and presents this to the shareholder. The shareholder appoints members of the Supervisory Board on the recommendation of the Supervisory Board. The shareholder appoints a Chair from among the members of the Supervisory Board.

Supervisory Board

The Supervisory Board is tasked with supervising the policy pursued by the Executive Team and the general course of affairs at EBN. It also advises the Executive Team where necessary and on request. In turn, the Executive Team provides the Supervisory Board with all necessary and relevant information for the Supervisory Board to optimally perform its tasks and responsibilities. EBN’s governing document states that the Executive Team requires the prior approval of the Supervisory Board for certain decisions.

More about our Supervisory Board.

CEO and the Executive Team

The CEO is the entire ‘board’ of EBN, though this person is assisted by two titular directors who, together with the CEO, form the Executive Team, with the CEO as Chair.

The CEO is responsible for the general policy and strategy, within the appropriate risk profile for the company. The CEO is also accountable for achieving the company’s targets, its results and the CSR aspects that are relevant to the company.

Where necessary, the CEO submits resolutions to the shareholder or the Supervisory Board for approval. In addition, the CEO is responsible for ensuring a properly functioning internal risk management and control system.

More about our CEO and the Executive Team.

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Unofficial translation deed of amentment articles of association EBN B.V.