Corporate-governancecode
Mediq applies all but three provisions:
• At Mediq, shares granted to members of the Board of Management under the remuneration policy applying before 2007 as variable long-term income must be held for periods of at least five years. The lock-up continues if the employment ends but ceases in the event of death or on a change of control of the company. In this respect, Mediq’s arrangements are stricter than the provisions of the Code. (II.2.5)
• Mr van Gelder’s contract of employment was amended in 2006. The contract of employment is for an indefinite period. His appointment as a Board member is for four years from 1 January 2009, the date of his reappointment. This ensures that his performance as a Board member is regularly discussed without the contract of employment having to be a subject of assessment as well. Termination by Mediq would lead to compensation based on the “sub-district court formula” of a minimum of twelve times the relevant monthly salary. Arrangements covering a change of control of Mediq have been added to the contract of employment. If the contract of employment is terminated by either party for that reason, the member of the Management Board will receive a compensation amounting to one year’s salary per annum for the period from the date of termination to the date on which the Board member reaches the age of 65, subject to a maximum of three years. In addition, Mediq will continue the applicable accrual of pension or provide alternative arrangements. Further, the Supervisory Board has discretionary authorisation to award the Board member a bonus, considering the terms of the transaction in which control of Mediq was transferred and any additional value arising from it for the parties involved. These arrangements are the same as those that existed for incumbent members of the Board of Management before the first Dutch Corporate Governance Code took effect in 2004 (II.2.8).
• Since June 2009 the Remuneration Committee has been chaired by Mr Visser. Mr Visser is a former member of the company’s Board of Management. This would be undesirable pursuant to code provision III.5.11. In view of the fact however that Mr Visser already left the company as a member of the Board of Management in 1998 and none of his former fellow members of the Board of Management are still active in the company, it was decided to have this position filled by him.