Corporate governance

General

CreditAccess Asia N.V. is a public limited liability company incorporated under the laws of the Netherlands with its registered office in Amsterdam. CreditAccess has a onetier management structure. The Board of Directors of CreditAccess is composed of seven non-executive members and three executive members. Today, five Directors, including the Chairman of the Board, are independent meaning that they or their relatives a) do not hold one percent or more shares in the Company, or b) are not a Board member or representative of an entity holding one percent or more shares in the Company. The CEO is one of the executive directors. The Board of Directors renders account for the performance of its tasks to the General Meeting of Shareholders (the ‘General Meeting’).

CreditAccess’ Board of Directors endorses the principle embodied in the Dutch Corporate Governance Code (the ‘Code’) that the Company is a long-term alliance between the various parties involved. The Board recognises its integral responsibility for correctly balancing all the interests concerned while safeguarding the continuity of the business. The aim of the Company is to create long-term shareholder value.

The Board meets at least once every quarter, principally at the Company’s headquarters. Resolutions of the Board are generally adopted by an absolute majority of the votes cast as defined in the Articles of Association. Each Board Member has one vote, except in the event of a conflict of interest, in which case the respective Board Member can neither participate in the relevant discussions nor vote on the subject matter. When deemed necessary, the Board consults external experts for advice and invites them to attend Board meetings.

During the current reporting period, the Board met ten times. In particular, the Board extensively discussed the Company’s and its subsidiaries’ strategy, objectives, financial position, funding strategy, financial forecasts, results and cash flow projections.

The Company aims to have a gender balance by having at least 30% men and at least 30% women amongst its Board members. However, due to the fact that the Company needs to balance several relevant selection criteria when composing its Board (including, but not limited to, gender balance, executive experience, experience in the financial services and general industry), the composition of the Board did not meet the gender balance objective in 2015-2016. Currently, there is one committee installed at Company level, the IPO Committee. The IPO Committee consists of four Directors, and three independent advisors. They met one time in FY 2016 in order to discuss the necessary steps for a successful IPO.

Board of Directors

The Board of Directors is responsible for the long-term management of the Company while the executive directors manage the day to day operations. The Board of Directors is responsible for the Company’s results and it achieving its objectives. The members of the Board of Directors are appointed by the General Meeting, upon nomination by the Board of Directors or a shareholder who meets certain requirements. The General Meeting may suspend or dismiss Board of Directors’ members at any time. A resolution to dismiss a Board of Directors’ member can only be carried by an absolute majority of the votes cast by a quorum of shareholders representing more than one-third of the capital in issue.

The Board of Directors of CreditAccess consisted of nine members in the first half of FY 2016, of which six non-executive members and three executive members. Executive members are Mr. P. Brichetti, Chief Executive Officer, Mr. D. Legger and Mr. W. Nienhuis. Non-executive members are Mr. K.J.M. Slobbe, Chairman of the Board of Directors, Mr. F. Moccagatta, Mrs. M. Pittini, Mr. E. Ludding, Mr. G. Siccardo and Mr. A. Stoffella. Mr. D. Mintz became the tenth member (non executive) of the Board of Directors in December 2015 as a consequence of Olympus Capital’s investment into CreditAccess. The composition of the Board of Directors and the profile of the members can be viewed on the Company’s website (www.creditaccess.com).

General Meeting

The Annual General Meeting is held within six months of the end of the previous financial year. The General Meeting discusses the annual report, adopts the financial statements, declares the dividend, decides on discharge of members of the Board of Directors of liability for their management and supervision and appoints the auditors.

The General Meeting appoints and may suspend or dismiss the members of the Board of Directors. On the proposal of the Board of Directors, the General Meeting adopts the remuneration policy. Decisions of the Board of Directors relating to a significant change in the identity or character of CreditAccess Asia or its operations are also subject to the approval of the General Meeting.

The General Meeting is the body authorised to decide on the issue of new shares. CreditAccess has two classes of shares: ordinary shares and preference shares. The General Meeting also has powers of decision on the acquisition of shares in its own capital.