The Executive Board is responsible for achieving the company’s aims, the strategy and associated risk profile, the development of results and sustainability.
Structure and appointment
Candidates for the Executive Board are selected and nominated by the Supervisory Board, but are appointed by the General Meeting of Shareholders. The full procedure for appointment and dismissal of members of the Executive Board can be found in article 15 of the Articles of Association, see the Policies & Articles section. An overview of the current composition of the Executive Board can be found in the Management section.
Responsibilities and accountability
The Executive Board is collectively responsible for the management and performance of Wolters Kluwer. The Chairman of the Executive Board takes the lead in this, and is the main point of liaison for the Supervisory Board. The Executive Board is accountable to the Supervisory Board and to the General Meeting of Shareholders. More details about the Executive Board's responsibilities, duties and powers, can be read in the Executive Board By-Laws in the Policies and Articles section.
The remuneration of the Executive Board is determined by the Supervisory Board, based on the remuneration policy approved by the General Meeting of Shareholders. The remuneration policy for the Executive Board was adopted by the Annual General Meeting of Shareholders in 2004 and most recently amended in 2011. In line with the new Dutch law, which implements the amended European Shareholder Rights Directive, and following consultation with shareholders and after careful consideration, the Supervisory Board proposed an amended remuneration policy to the 2020 Annual General Meeting of Shareholders. A majority of the share capital present or represented voted in favor of the amended remuneration policy, which did not meet the three-fourth majority requirement set by Dutch law. Therefore, the existing remuneration policy continues to apply. The Supervisory Board will consider appropriate next steps. The Supervisory Board is responsible for the execution of the remuneration policy, based on the advice of the Selection and Remuneration Commitee. More information on the remuneration policy and its application can be found in the Remuneration Report, included in the Annual Report.