Activities of the Supervisory Board

In 2018, the Supervisory Board was once again closely involved in developments related to Beter Bed Holding and its subsidiaries. During the reporting year, the Chairman frequently liaised with the Management Board in preparation for the meetings between the Supervisory Board and the Management Board. The former met with the latter on ten occasions. Furthermore, the Supervisory Board also held six conference calls with the Management Board.

The table below shows the attendance of Supervisory Board members at Supervisory Board and Committee meetings. If members of the Supervisory Board were unable to attend a meeting in person, they provided comments and views on the meeting documents in writing before the meetings.

The Supervisory Board received regular, timely, detailed verbal and written updates from the Management Board throughout the year. Extensive attention was paid to the operating results of the various formats and the Group, as well as to the update of the strategy.

The company met with the external auditor on three occasions. In March 2018, the results for 2017 and the audit findings were discussed. The half-year results were discussed in July 2018, along with the results of the audit of the half-year results conducted by the external auditor. Lastly, the results for 2018 until the end of November and the findings with regard to the AO/IC (Administrative Organisation and Internal Control) were discussed in December 2018.

Various sessions took place at several meetings in which the Supervisory Board discussed the analyses of the disappointing results and the actions required to be taken in response with the Management Board in detail. Thus the Supervisory Board provided extensive input for the new medium-term strategy that was presented at the Capital Markets Day, as well as into the thinking about the restructuring plan for the German-speaking countries, as a result of which these two important topics were thoroughly discussed and comprehended in conjunction. Much attention was devoted in this connection to various initiatives such as B2B, the refocusing and acceleration of the online proposition, the cost reduction program, the implementation plan, the objectives, the risks, the possible measures to mitigate them and the financial implications. At the last meeting, ahead of the Capital Markets Day, the full Supervisory Board approved the strategy including the financial and non-financial objectives in the performance framework, the implementation plan and the risk matrix. The Management Board reports periodically on progress in the regular meetings.

The budget for 2019, which was discussed during the meeting of 20 December 2018, sets out the company’s operational and financial objectives, along with the policy that should ensure that these objectives are achieved, all in line with and within the framework of our medium-term strategy as presented at the Capital Markets Day on 26 October 2018.

Extensive attention was continually devoted in 2018 to liquidity, the commercial progress of the various activities, tax matters, shareholder relations and the findings of the Internal Auditor to improve the internal organisation. There were contacts with the Works Council and the General Managers and the Matratzen Concord company in Germany was visited.

The performance of the Management Board and the remuneration policy were discussed in closed meetings. Consultation also took place in individual interviews on the performance of the members of the Management Board.

After an explanation provided by its Audit Committee, the Supervisory Board discussed the update of the risk assessment process with the Management Board. We believe that the procedures related to risk analysis, risk management, risk control and audits by the external auditor with respect to the Administrative Organisation and Internal Control provide sufficient certainty for the in-control statement relating to the performance of the risk control and risk management system.

A number of search assignments were placed with an executive search agency in 2018 in order to find new Supervisory Board members. Extensive attention was devoted to the profile with a view to finding candidates with the appropriate knowledge, capabilities, diversity and experience. The areas of expertise that were important within those search assignments were diverse and differed for each role. Specific areas of expertise included knowledge of retail, online experience, experience of Germany and management experience. The Supervisory Board firmly believes that with the appointments that took place in 2018, the right Supervisory Board members with the appropriate experience have been found.

Lastly, the Supervisory Board followed a diligent process to fill the vacancy arising after the announced departure of the CFO. Agreement was reached with Hugo van den Ochtend on 26 July 2018. He took up his position on 1 September 2018 and was appointed as a Statutory Director under the articles of association in an Extraordinary General Meeting on 11 September 2018.