Wolters Kluwer has a two tier board structure. The Executive Board members are responsible for the day-to-day operations of the company. The role of the Supervisory Board is to supervise the policies of the Executive Board and the general affairs of the company and its enterprise, taking into account the relevant interests of the company’s stakeholders and to advise the Executive Board. The Supervisory Board also has due regard for corporate social responsibility issues which may be relevant to Wolters Kluwer.
Structure and appointment
The Supervisory Board consists of at least three members. The members are appointed by the General Meeting of Shareholders. At present, all Supervisory Board members are independent from the company. The number of supervisory board memberships of all Supervisory Board Members is limited to such extent that the proper performance of their duties is assured. No Supervisory Board member is a member of more than five supervisory boards of Dutch listed companies, with any chairmanships counting as two memberships.
Responsibilities and accountability
Details about the Supervisory Board's responsibilities, duties and powers, can be read in a PDF version of the Supervisory Board By-Laws.
The General Meeting of Shareholders determines the remuneration of the Supervisory Board Members. The remuneration does not depend on the results of the company. The Supervisory Board Members do not receive shares or stock options by way of remuneration, nor shall they be granted loans.
The Supervisory Board has appointed from among its members an Audit Committee and a Selection and Remuneration Committee. These committees prepare deliberations and implement resolutions for each of their areas.
The Audit Committee consists of at least three people; its current members are Mr. D.R. Hooft Graafland (Chairman), Mr. B.F.J. Angelici, Mr. B.J. Noteboom and Ms. F.M. Russo. Further details on the responsibilities of the Audit committee can be found in the Terms of Reference of the Audit Committee.
Selection and Remuneration Committee
The Selection and Remuneration Committee currently consists of Mr. F.J.G.M. Cremers (Chairman dealing with selection and appointment matters), Ms. J.A. Horan (Chairman dealing with remuneration matters) and Ms. A. Ziegler. Further details on the responsibilities of the Selection and Remuneration committee can be found in the Terms of Reference of the Selection and Remuneration Committee.