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Governance

This section has information on our corporate governance, including our Articles of Association, our internal regulations and how we’ve implemented the Banking Code.

Corporate Governance Code

During the 2016 financial year, Van Lanschot was subject to the Dutch Corporate Goverance Code 2008 (the Code) and complied with the Code, while deviating from best practice provisions II.2.5 and II. 2.3 for the reasons set out in the Corporate Governance section of our 2016 annual report from page 73.

On 8 December 2016 the revised Dutch Corporate Governance Code 2016 was published. Assuming that the necessary law to enforce the revise Code 2016 will be implemented in 2017, listed companies are expected to report in 2018 on compliance with the revised Code 2016 in its annual report for 2017.

Articles of Association

The Articles of Association of Van Lanschot Kempen, with its registered office in ‘s-Hertogenbosch, The Netherlands.

Articles

Internal regulations

The Compliance department at Van Lanschot Kempen has introduced various rules and regulations which must be observed by management and staff. These rules and regulations (below) are currently only available in Dutch.

Internal regulations

Dutch Banking Code

On 1 January 2015 an updated Dutch Banking Code came into effect and replaced the Code that had been in force since 1 January 2010. The Banking Code sets out principles for sound and controlled business operations, corporate governance, risk management policies, audit and remuneration policies.

The Banking Code applies to all activities in the Netherlands performed by Dutch-based banks that are in possession of a banking licence granted by De Nederlandsche Bank (DNB). The Code therefore applies to F. van Lanschot Bankiers NV, Van Lanschot Kempen’s subsidiary with a banking licence in the Netherlands. Banks that are part of a larger group and that are subject to the Code may apply elements of the Code at the level of the entity at the top of the group; these elements do not have to be applied by individual subsidiaries. Some elements of the Banking Code are therefore applied at the level of Van Lanschot Kempen.

 

Banking Code

Code Banken NVB 2015

Compliance with the Banking Code

All banks in the Netherlands describe on their websites the ways in which they have applied the Banking Code in the previous year. Where relevant, a bank will state its reasons as to why it has not complied or not fully complied with a provision, in keeping with the ‘comply or explain’ principle.

F. van Lanschot Bankiers N.V. complies with the Banking Code and explains why it partially deviates from the provision that the total income of a member of the Statutory Board should be below the median for similar positions both inside and outside the financial sector. Following the agreement of new remuneration policies for the Statutory Board at the Annual General Meeting of Shareholders of 13 May 2015, the total remuneration of the Chairman of the Executive Board is now equal to the median of similar positions in the financial sector and below the median of similar positions outside the financial sector. Total remuneration of the other members of the Statutory Board is below the median of similar positions both within and outside the financial sector. Given that Van Lanschot has discontinued variable pay for members of the Statutory Board, is paying a comparatively larger proportion of total remuneration in shares as fixed pay and is focusing strongly on the long term, the Supervisory Board feel that it is reasonable not to fully apply this principle to the Chairman of the Statutory Board.

The bank fully complies with all other provisions of the Banking Code.

The attached document reviews, on an article-by-article basis, how F. van Lanschot Bankiers NV applied the Banking Code in 2015. 

Implementation by article

Tax policies and tax principles

Our tax policies aim to ensure that the bank complies with tax laws and rules, as well as internal guidelines and codes of conduct. We have drawn up comprehensive policies to prevent objectionable tax practices, which can be found below.

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