Corporate governance
Meeting of Shareholders
Hydratec Industries N.V. a two-tier company and has only issued ordinary shares. No special control rights are linked to the shares and Hydratec Industries has taken no special protection measures against hostile take-overs. A General Meeting of Shareholders is held at least once a year at which all resolutions are approved on the basis of the ‘one share, one vote’ principle.
Shareholders who, either individually or jointly, hold at least 3% of the issued share capital are entitled to ask the Management Board or the Supervisory Board to add particular items to the agenda. Important Board resolutions which could change the company’s identity or nature must be approved by the General Meeting of Shareholders. The company’s articles of association are published on the Hydratec Industries website, as are the main tasks and authorities assigned to the General Meeting of Shareholders, the Supervisory Board and the Management Board.
The articles of association (available on the website) also contain the regulations regarding the appointment and dismissal of members of the Management Board and the Supervisory Board and amendments to the articles of association. The Shareholders’ information article provides a list of shareholders who hold over 3% of shares, which must be disclosed to comply with the Dutch Financial Supervision Act.
Purchase and issue of company shares
Under the provisions of the Articles of Association, the Management Board is only authorised to purchase and issue shares if the General Meeting of Shareholders designates it as the body authorised to do so. This designation took place at the General Meeting of Shareholders on 25 May 2022. The Management Board is designated as the body authorised to issue ordinary shares in the capital of Hydratec Industries N.V. and grant rights to subscribe to shares in said capital. The authority of the Management Board is limited to the issue of ordinary shares up to a maximum of 10% of the issued share capital at the time of issue. The duration of the requested authorisation is for 18 months, starting on 25 May 2022. A resolution of the General Meeting of Shareholders to issue shares, to designate another body authorised to issue shares or to revoke a designation resolution can only be adopted on the joint proposal of the Supervisory Board and the Management Board. The General Meeting of Shareholders has not authorised any parties to repurchase shares.
Corporate governance statement
The Supervisory Board and the Management Board endorse the principles of good corporate governance and Hydratec Industries complies with the provisions set out in the Dutch Corporate Governance Code. Key concepts such as transparency and accountability to shareholders form the basis for our policy. There were no conflicting interests or transactions during the financial year. The points on which the company deviates from the code:
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Due to its size, the company does not have an internal audit function (§1.3).
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Mr E. ten Cate (Chair of the Supervisory Board) does not meet the independence criteria as defined in the code, as members of his immediate family hold over 10% of the shares (§2.1) and, in the past, Mr E. ten Cate was a member of the Management Board of the company (§2.1.9).
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Hydratec Industries’ opinion is that its Supervisory Board members’ experience and knowledge of the company are an important basis for their performance and should be the deciding factor in determining the length of their term of office. No maximum term of office applies to Supervisory Board members. At the end of each term of office, a Supervisory Board member may, after careful consideration, be reappointed for a new term (§2.2.2.i).
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Webcasting of presentations to investors and analysts is not provided as Hydratec Industries is an Auction Fund (§4.2.3).
The final version of the updated code was published on 20 December 2022. In 2023, Hydratec will amend its articles of association, regulations and procedures to comply with the updated code wherever possible and applicable. The 2022 management report is based on the code that was adopted in 2016. The 2023 management report will cover compliance with the updated code for the first time.
Composition of the Management Board and Supervisory Board
Our aim is to achieve a balance in all managerial positions and Management Board positions. This means that at least 30% women are appointed to the Management and Supervisory Boards. During the year, the Management Board of Hydratec Industries comprised one woman and one man. The Supervisory Board comprises one woman and two men. The personal information of Management Board and Supervisory Board members is provided in the Personal details article.
