Corporate governance at NWR
NWR is committed to maintaining high standards of corporate governance throughout the NWR Group. As a company registered in the Netherlands, and listed in the UK, the Czech Republic and Poland, NWR has established an appropriate corporate governance framework which takes into account international best practice requirements. The Board of NWR has adopted a Corporate Governance Policy based primarily on the Dutch Corporate Governance Code. The Company’s Corporate Governance Policy can be found at ww.newworldresources.eu. The policy also complies with the spirit of the substantive requirements of codes in the UK, the Czech Republic and Poland. The policy formulates the standards of governance that the Board intends to uphold and ensures the maintenance of a coherent and effective system of governance.
Role of the Board
The role of the Board is to promote the achievement of the corporate objectives of the NWR Group, protect the interest of the NWR Group and represent NWR, holders of A and B shares and other stakeholders. The Board directs and controls both the Mining Division and the Real Estate Division (as described in more detail in the ‘Real Estate Committee’ report). The Board has identified a number of matters specifically reserved for its decision and these include:
- approval of the overall strategy and annual budgets of the business;
- appointment of the Board’s Chairman;
- approval of the Corporate Governance Policy, Code of Ethics and Business Conduct, Divisional Policy Statements and the terms of reference of the Board’s committees;
- determination of the annual remuneration of Executive Directors and Senior Executives of the Group within the scope of NWR’s remuneration policy;
- review of the financial reports; and
- approval of major transactions, including acquisitions, by NWR and its subsidiaries.
Decisions of the Board regarding a major change in the identity or character of the Company or the enterprise shall be subject to the approval of the General Meeting of shareholders. In particular, shareholders approve:
- the transfer of the business or the majority business of NWR to a third party;
- the conclusion or cancellation of any long lasting cooperation by NWR or a subsidiary with any other legal person if such cooperation is of essential importance to NWR; and
- the acquisition or disposal of a participating interest in the capital of NWR with a value of at least one-third of the sum of the assets according to the consolidated balance sheet according to the last adopted annual accounts of NWR, by NWR or a subsidiary.
Main activities of the Board in 2008
The Board met eight times in 2008. Main issues discussed and approved by the Board in 2008 included: the IPO, Group budget for 2008, concentration of the energy assets, construction of a new coking battery, mine construction in Dębieńsko, Poland, POP 2010 investment programme, dividends, sponsorship projects contributions, appointment of the Chief Operating Officer and contingency plans for 2009. In the area of corporate governance, the Board approved a schedule of Directors’ retirement by rotation and Directors’ remuneration (including share grants to the Independent Non-Executive Directors), chart of authorities and other internal policies.
Composition of the Board
NWR has a one-tier Board comprising of both Executive and Non-Executive Directors. The Board is presided over by its Executive Chairman, Mr. Mike Salamon, who was appointed by the Board from amongst its members. In 2008, the Board had 15 members in total. Of these, three were Executive Directors and five were Independent Non-Executive Directors. Non-Executive Directors help develop NWR’s strategy and monitor the performance of Executive Directors and management in meeting agreed goals and objectives. Non-Executive Directors are also responsible for determining appropriate levels of remuneration of Executive Directors and are entrusted with such duties as are or will be determined by or pursuant to the Articles of Association or a resolution of the Board.
On 25 March, Mr. Norval, Non-Independent Non-Executive Director resigned from the Board with immediate effect. Mr. Noval resigned due to conflicting commitments, in particular the management of GGI.
Board members
Name | Position | Age | Member as of |
---|---|---|---|
Mike Salamon | Executive Director/Chairman | 54 | 01/09/07 |
Marek Jelínek | Executive Director/CFO | 36 | 06/03/07 |
Klaus-Dieter Beck | Executive Director/CEO of OKD | 54 | 12/06/07 |
Zdeněk Bakala | Non-Executive Director/Vice-Chairman | 48 | 15/08/06 |
Peter Kadas | Non-Executive Director/Vice-Chairman | 47 | 15/08/06 |
Alex T. Krueger | Non-Executive Director | 35 | 15/08/06 |
Christiaan Norval | Non-Executive Director | 50 | 12/06/07 |
Milan Jelinek | Non-Executive Director | 77 | 08/11/06 |
Hans Jürgen Mende | Non-Executive Director | 65 | 15/08/06 |
Pavel Telička | Non-Executive Director | 43 | 11/09/07 |
Bessel Kok |
Independent Non-Executive Director/ Senior Independent Director |
67 |
11/09/07 |
Hans-Jörg Rudloff | Independent Non-Executive Director | 68 | 11/09/07 |
Steven Schuit | Independent Non-Executive Director | 66 | 20/11/07 |
Paul Everard | Independent Non-Executive Director | 69 | 20/11/07 |
Barry Rourke | Independent Non-Executive Director | 58 | 20/11/07 |
Director independence
The Board determines that a Director is independent based on the independence criteria contained in the Corporate Governance Policy of NWR.
A director shall not be deemed to be independent if the director concerned (or his wife/her husband, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree) has been an employee of the NWR Group within the last five years; receives personal financial compensation from any NWR Group company other than the compensation received as director; has had an important business relationship with NWR or a company associated with it in the year prior to the appointment; holds a cross-directorship or has any significant links with other directors through involvement in other companies or bodies where these cross-directorships or links would materially interfere with the director's objective, unfettered or independent judgement or ability to act in the best interests of NWR; holds directly or indirectly more than ten per cent of the A shares or B shares; or is a member of the (management or supervisory) board or senior management of an entity which holds directly or indirectly at least 10 per cent of the A shares or B shares.
Board expertise
The Board has determined that as a whole, it has the skills and experience necessary to discharge its functions. Executive and Non-Executive Directors have the experience required to contribute meaningfully to the Board’s deliberations and resolutions, including international operational and financial experience, knowledge of the mining sector and capital markets, as well as command of health, safety and environmental issues. Full biographical details for each Director are given here.
Director appointment
In compliance with the Articles of Association of NWR, the General Meeting of shareholders appoints Directors based on the binding proposal of the Board. While no Director has been appointed by holders of B shares, the B shareholders have the right to nominate one Director pursuant to the Articles of Association. Such proposals must include the names of at least two candidates as well as an indication of whether the Director proposed is to be an Executive or a Non-Executive Director. In the event the Board or the holders of B shares, as the case may be, have not made or have not made in time a binding nomination, the General Meeting of shareholders may appoint a Director at its discretion.
The General Meeting may at all times overrule the binding nature of a proposal by resolution adopted with an absolute majority of the votes cast representing at least one-third of the issued share capital. If an absolute majority of the votes cast is in favour of the resolution to overrule the binding nature of a proposal, but such majority does not represent at least one-third of the issued share capital, a second meeting may be convened at which the resolution may be passed by an absolute majority of the votes cast, regardless of the portion of the issued share capital that this majority represents. If a binding proposal has been overruled by the General Meeting, the General Meeting may appoint a Director at its discretion.
The Directors may be suspended or dismissed at any time by the General Meeting of shareholders. Directors are appointed for a term of four years and retiring Directors are eligible for re-election. A Director may be appointed for a maximum of three four-year terms. NWR has adopted a retirement scheme for Directors in order to prevent the simultaneous departure of more than one third of its Directors. Reappointment is not automatic. Retiring Directors who are seeking reappointment by shareholders are subject to a performance appraisal. The Board will not endorse a Director for reappointment if his performance is not considered satisfactory.
Board Attendance
Name | Attendance | ||
---|---|---|---|
Mike Salamon | 8 | ||
Marek Jelínek | 8 | ||
Klaus-Dieter Beck | 8 | ||
Zdeněk Bakala | 6 | ||
Peter Kadas | 6 | ||
Alex T. Krueger | 7 | ||
Christiaan Norval | 6 | ||
Milan Jelinek | 8 | ||
Hans Jürgen Mende | 7 | ||
Pavel Telička | 8 | ||
Bessel Kok | 8 | ||
Hans-Jörg Rudloff | 4 | ||
Steven Schuit | 8 | ||
Paul Everard | 8 | ||
Barry Rourke | 7 |
The Chairman of the Board
The Chairman facilitates the work of the Board and ensures its effectiveness on all aspects of its role. Assisted by the Company Secretary, the Chairman is responsible for setting the Board agendas, ensuring that the Directors receive in good time all the information and support necessary for the proper performance of their duties, including adequate induction and training. The Chairman has authority to act and speak for the Board between its meetings, and together with the CFO, acts as the main point of contact between the Non-Executive Directors and senior management of the Group. The Chairman also decides on executive matters on which he has been granted authority by the Board.
Information, professional development and support
Directors received a tailored induction upon joining the Board. This included presentations by senior management and on site visits to operations in the Czech Republic and Poland.
Directors are also entitled to seek, at NWR’s expense, independent professional advice where they judge it necessary to discharge their responsibilities. To this effect, the Board and its committees have retained legal, compensation, internal audit and general advisors in 2008.
Company Secretary
The Board has appointed Ivona Ročárková to act as Company Secretary. Directors have access to the advice and services of the Company Secretary who is responsible for advising the Board and its Directors on all governance matters. The Company Secretary ensures that Board procedures and functions comply with relevant laws and regulations, and discharges such other responsibilities as are assigned to her by the Board.
Board effectiveness and evaluation
The Board will conduct regular evaluations of its performance and that of its committees and individual Directors. The Board will also regularly review the effectiveness of the governance framework of NWR. The Board plans to carry out the first formal evaluation of its effectiveness in September 2009. For this purpose, an external advisor has already been retained by the Board.
A Board strategy retreat and a Non-Executive session of the Board have been scheduled for 2009. During the Board retreat, Directors and key executives will review and discuss the strategy of the Group and the implementation of the business plan. The performance of the Chairman of the Board and other Executive Directors will be discussed during the Non-Executive session of the Board.
Board committees
The Board has established five committees to assist the Board in exercising its authority: the Audit and Risk Management Committee; the Remuneration Committee; the Finance and Investment Committee; the Health, Safety and Environment Committee; and the Real Estate Committee. The members of the committees are members of the Board. A description of their activities during 2008 is included in separate reports of the committees.
Terms of reference of each committee can be found on NWR’s website at www.newworldresouces.eu.
Committee composition and meeting frequency/attendance
Audit and Risk Management Committee |
Remuneration Committee |
Finance and Investment Committee |
Health, Safety and Environment Committee |
Real Estate Committee |
|
---|---|---|---|---|---|
Mike Salamon | – | – | Member (5/4) | Member (2/1) | – |
Marek Jelínek | – | – | Member (5/5) | – | – |
Klaus-Dieter Beck | – | – | – | Member (2/2) | – |
Zdeněk Bakala | – | Chairman (4/4) | Member (5/5) | – | – |
Peter Kadas | – | – | Chairman (5/5) | – | – |
Alex T. Krueger | – | – | Member (5/4) | – | – |
Christiaan Norval | – | – | – | – | – |
Milan Jelinek | – | – | – | – | – |
Hans Jürgen Mende | – | – | – | – | – |
Pavel Telička | – | – | – | – | – |
Bessel Kok | Chairman (4/4) | Member (4/4) | – | – | – |
Hans-Jörg Rudloff | Member (4/2) | Member (4/2) | – | – | – |
Steven Schuit | Member (4/4) | – | – | Member (2/2) | Member (5/5) |
Paul Everard | – | – | – | Chairman (2/2) | Member (5/5) |
Barry Rourke | Member (4/4) | – | – | – | Chairman (5/5) |
Management
The Executive Chairman of the Board is the executive leader of the NWR Group and ensures that Executive Directors and senior managers meet their objectives.
The Chief Financial Officer of NWR, Marek Jelínek, has delegated authority to achieve the corporate objectives of the NWR Group. He is responsible for the Group finance and administration, and reports to the NWR Board and its Executive Chairman. He oversees the planning, financial control, accounting, restructuring, mergers and acquisitions, and investor relations functions throughout the Group. The CFO of NWR is also responsible for ensuring that financial and other information disclosed publicly is timely, complete and accurate.
The Chairman of the Board of OKD, Klaus-Dieter Beck, is responsible for the operation of OKD. He reports to the NWR Board and its Executive Chairman.
In November 2008, the Board appointed Ján Fabián as Chief Operating Officer of NWR with overall responsibility for the operations of KARBONIA PL and OKK. Mr. Fabián reports to the NWR Board.
Conflict of interest
The Corporate Governance Policy sets out the rules for dealing with conflicts of interest. Directors are required to immediately report any conflict of interest or potential conflict of interest that is of material significance to the Senior Independent Director, and shall provide all relevant information, including information concerning a related party. If the Senior Independent Director has a conflict of interest or potential conflict of interest that is of material significance, he should immediately report to the Board and provide all relevant information.
The Audit and Risk Management Committee is responsible for making recommendations to the Board on potential conflicts of interests, related party transactions and loans to Directors. Directors do not take part in the assessment by the Audit and Risk Management Committee of whether a conflict of interest exists.
Code of Ethics and Business Conduct
In addition to the Corporate Governance Policy, NWR has also adopted a Code of Ethics and Business Conduct which governs the behaviour of all officers and employees of NWR and its subsidiaries. Appended to it is the Whistleblower Procedure which is a reporting mechanism enabling the employees to express concerns to the Chairman of the Board of NWR, Senior Independent Director and the designated officer in relation to the conduct of NWR, its officers and employees.
The core operations of NWR have implemented a corresponding procedure. The effectiveness of the procedure is monitored by the Audit and Risk Management Committee through reports received from the Company Secretary. Further details can be found in the report of the Audit and Risk Management Committee .
The Code of Ethics and Business Conduct contains the Whistleblower Procedure are both available on NWR’s website at www.newworldresources.eu.
Risk management
The Board recognises the need to continue improving the Group’s internal control processes and structures. Based on the described internal control and risk management procedures however, and to the best knowledge of the Board, the internal risk management and control systems of the Company are adequate and effective with respect to its current operations.
The Board has delegated the oversight of risk management and internal control within the NWR Group to the Audit and Risk Management Committee. In 2008, an assessment of the risk management and internal control practices of the NWR Group was performed. The Directors, through the Audit and Risk Management Committee, will continue to monitor the measures implemented to mitigate identified risks. The project is still ongoing and the details of its outcome are described in the report of the Audit and Risk Management Committee section.
Internal audit
NWR has established an internal audit function reporting to the Audit and Risk Management Committee and the Chief Financial Officer of NWR. The internal audit function oversees the work of internal audit functions in subsidiaries of NWR.
Insider trading
In compliance with the relevant laws, rules and regulations of the UK, the Netherlands, the Czech Republic and Poland, the Board has adopted a Share Dealing Code that covers dealings in NWR’s shares and other securities, disposal of inside information and disclosure of information relating to the securities by the Directors and certain employees of the NWR Group. The document restricts dealings during designated prohibited periods and at any time that the Directors and employees are in possession of unpublished price-sensitive information. The Share Dealing Code has been implemented throughout the NWR Group and is monitored by NWR’s Compliance Officer, Zuzanna Wronkowska. A copy of the document can be found on NWR’s website at www.newworldresources.eu.
Articles of Association
The Articles of Association may be amended by the General Meeting of shareholders in which at least three-quarters of the issued share capital is represented and with a majority of at least two-thirds of the votes cast. A resolution to amend the Articles of Association on the proposal of the Board shall be passed by an absolute majority of the votes cast, irrespective of the capital present or represented at the meeting. Certain proposals would require a prior or simultaneous approval of the meeting of holders of B shares. NWR’s Articles of Association is available on NWR’s website at www.newworldresources.eu.
Share capital, controlling shareholder
The controlling shareholder of NWR, RPG Industries SE, owns approximately 63.8 per cent of the A shares and as a result, has effective control of NWR.
In December 2008, RPG Industries SE transferred 100 per cent of the B shares to its indirect subsidiary RPG Property B.V. The sole issued C share was cancelled in July 2008 after a distribution of the share premium reserve C had been made to the holder of the C share, RPG Industries SE.
The Board is satisfied that NWR is capable of carrying on its business independently of RPG Industries SE and that all transactions and relationships between them are carried out independently. The Board makes its decisions in a manner consistent with its duties to NWR and stakeholders of NWR and gives fair consideration to the potentially divergent interests of the holders of both classes of shares in NWR.
To ensure that all transactions and relationships between NWR and RPG Industries SE are on arm’s length terms, NWR, Crossroads Capital Investments, Inc. and Mr. Zdeněk Bakala entered into a Relationship Agreement with RPG Industries SE. If a conflict arises between them, those Directors with a potential conflict of interest will take no part in the Board’s decisions on that matter. For further information see the Shareholder Information section.
Directors’ interest in shares
The table below sets out information pertaining to the shares held by the Directors in NWR.
Directors’ share interest
Name | At 9 May 2008 (IPO) | At 31 December 2008 |
---|---|---|
Mike Salamon | – | 268,800 |
Marek Jelínek |
7,075 shares and 39,776 options |
7,075 shares and 39,776 options |
Klaus-Dieter Beck | 9,400 | 12,490 |
Zdeněk Bakala (1) | – | – |
Peter Kadas (1) | – | – |
Alex T. Krueger (1) | – | – |
Christiaan Norval | – | – |
Milan Jelinek | 38,000 | 174,000 |
Hans Jürgen Mende (1) | 38,000 | 38,000 |
Pavel Telička | – | – |
Bessel Kok | 11,852 | 15,532 |
Hans-Jörg Rudloff (2) | 111,852 | 61,852 |
Steven Schuit | 11,852 | 11,852 |
Paul Everard (2) | 11,852 | 31,852 |
Barry Rourke | 11,852 | 11,852 |
(1) Please refer to the ‘Shareholder structure’ in respect of the individual interest of entities affiliated with Messrs. Bakala, Kadas, Krueger and Mende in the A shares and B shares of NWR. (2) Includes shares held in the name of spouse (or other member of family if applicable), fund, trust or other nominee. |
Market disclosure and relations with shareholders
The Board places considerable importance on effective communication with shareholders. Executive Directors and senior executives have frequent discussions with institutional shareholders on a range of issues affecting the Group's performance, which include meetings following the announcement of the annual and interim results. The Chief Executive, Chief Financial Officer and Investor Relations personnel meet with major shareholders to discuss performance, strategy and governance, and the Non-Executive Directors are available for discussions with shareholders if required.
The brokers of NWR also provide regular reports to the Board on changes to the shareholdings of the major investors. Information about the views of major investors is provided to the Board at each meeting.
Agnes Blanco Querido, Head of Investor Relations and her team manage the ongoing dialogue with equity analysts and NWR’s key institutional investors. Regular presentations to shareholders and analysts take place at the time of quarterly and final results and the Board receives analysts’ reports on a regular basis.
During the year, there have been presentations, meetings and conference calls with institutional investors in the UK, the Czech Republic, Poland, U.S. and other European countries to communication the financial performance of NWR and its strategy.
In November 2008, Petra Mašínová was appointed Head of Corporate Communication of NWR. She is responsible for external and internal communication and the corporate social responsibility policy of NWR.
The Board will use the Annual General Meeting to communicate with shareholders and welcomes their participation. It is the intention that the Chairman will aim to ensure that the Chairmen of the Board committees are present at the Annual General Meetings to answer questions.
The financial reports, press releases, announcements and other information on matters of interest to investors can be found on the Company’s website at www.newworldresources.eu.
Going concern
The Directors consider that the NWR Group has adequate financial resources to continue operating for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the financial statements. The Directors have satisfied themselves that the NWR Group is in a sound financial position and that it has access to sufficient borrowing facilities and can reasonably expect those facilities to be available to meet the NWR Group’s foreseeable cash requirements, particularly those relating to major investments, including capital projects and acquisitions.
Conformance with corporate governance standards
NWR is required to state in its Annual Report whether it complies or will comply with the principles and best practice provisions of the Dutch Corporate Governance Code (dated 9 December 2003) and, if it does not comply, to explain the reasons for non-compliance. NWR is also required by the Listing Rules of the UK Listing Authority to explain the significant ways in which its actual governance practices differ from the requirements of the UK Combined Code. The following section is a report on compliance with the corporate governance regulations and best practice codes applicable in the Netherlands and the UK.
Dutch Corporate Governance Code
NWR has drawn up internal corporate governance regulations that comply to the extent possible with the Dutch Corporate Governance Code. As reported in this section, NWR complies with the principles and best practice provisions of the Dutch Code, except for a limited number of best practice provisions described below. Information on the Dutch Corporate Governance Code Monitoring Committee can be found at: www.commissiecorporategovernance.nl. More specific information for the Dutch Corporate Governance Code can be found at: www.commissiecorporategovernance.nl/Dutch_Corporate_Governance_Code.
Board and committee structure
NWR has a one-tier Board structure consisting of Executive and Non-Executive Directors. The Company complies with the Dutch Code by applying the provisions relating to members of the management Board to Executive Directors, and the provisions relating to members of the Supervisory Board to Non-Executive Directors. The composition and functioning of the Board allows proper and independent supervision of Executive Directors by the Non-Executive Directors.
The Board does not contain a majority of Independent Non-Executive Directors within the meaning of best practice provisions III.2.2 and III.8.4 of the Dutch Code, because of the existence of a significant majority shareholder represented by a number of Non-Executive Directors. However, the Independent Non-Executive Directors are entrusted with the key tasks that require independence: staffing of the Audit and Risk Management Committee which ensures the integrity of financial reporting and monitors the audit functions as well as potential conflicts of interest, and staffing of the Real Estate Committee which protects the interest of holders of A shares.
NWR has appointed an Executive Chairman and as such deviates from best practice provision III.8.1 of the Dutch Code. NWR believes that the presence of an Executive Chairman is needed to provide leadership at group level in a holding structure in which the leadership of operations is exercised at operating company level. The presence of majority shareholder representatives on the Board alongside Independent Non-Executive Directors guarantees that there are appropriate checks and balances to the influence of the Executive Chairman.
NWR has not established a selection and appointment committee (i.e. nominating committee) and as such deviates from principle III.5 and best practice provision III.5.13 of the Dutch Code. The Board believes that NWR’s current ownership structure makes the establishment of such a committee unnecessary. The Board as a whole fulfils the tasks and responsibilities set out by the Dutch Code for such a committee.
Share options and awards
Performance criteria pursuant to which the options granted under the Stock Option Plan were set separately for each vesting period for reason of business flexibility as the Company began trading. This does not meet best practice provision II.2.1 of the Dutch Corporate Governance Code which requires predetermined performance criteria.
The Independent Non-Executive Directors were granted A shares at the completion of the IPO and will be granted A shares on the 12-month anniversary thereof. This grant is subject to the restriction that each award of A shares is held for a minimum of one year. These terms deviate from best practice provision II.2.3 of the Dutch Corporate Governance Code. NWR considers the practice in compliance with international business practice. The Company also considers the grant of A shares as an important incentive to attract individuals with the required skills and expertise to serve as Independent Non-Executive Directors in an international mining company of moderate size.
Under existing employment arrangements of Mike Salamon with NWR and of Klaus-Dieter Beck with OKD, stock options and share awards will be granted under terms that deviate from best practice requirements under the Dutch Code. These are fully explained below in the remuneration report of the Remuneration Committee. Executive Director remuneration arrangements will be reviewed in 2009 by Mercer.
UK Combined Code
In addition to the areas reported under the Dutch Code, the following deviate from best practice requirements of the UK Combined Code:
- Directors are appointed for a term of four years, and will not be subject to election by shareholders at the first Annual General Meeting after their appointment, whereas the UK Combined Code (provision A.7.1) requires the election by shareholders at the first Annual General Meeting after their appointment and re-election at intervals of no more than three years;
- the Remuneration Committee is chaired by Zdeněk Bakala, whereas the UK Combined Code (provision B.2.1) recommends that the remuneration committee be comprised entirely of Independent Non-Executive Directors. Mr. Bakala represents a major shareholder with an obvious interest in ensuring that the remuneration of Executive Directors and senior management is fully aligned with that of shareholders; and
- the Remuneration Committee does not have delegated responsibility for setting the remuneration for the Executive Directors, as recommended by the Combined Code (provision B.2.2). Instead, the Remuneration Committee is to, inter alia, prepare specific proposals to the Board with respect to the salary, bonuses and other benefits for NWR’s Executive Directors. This is common practice among companies in continental Europe.
Czech Corporate Governance Code
NWR is not obliged by the Czech National Bank or the Prague Stock Exchange to comply with the Czech Code of Corporate Governance. Although NWR does not apply the Czech Corporate Governance Code as such, the Code is generally similar to the UK Combined Code and the material deviations are similar to those described above.
Polish Corporate Governance Code
NWR observes the majority of the Polish principles of corporate governance contained in the Code of Best Practices for Warsaw Stock Exchange Listed Companies. However, certain principles apply to NWR only to the extent allowed by Dutch corporate law and subject to certain reservations stemming from NWR’s corporate structure, especially the single Board structure as opposed to the two-tier system that the Code of Best Practices assumes. Therefore, NWR complies partially or is unable to comply fully with Rules I.6, I.7, II.6 and III.1-9 in the Code of Best Practices concerning the Supervisory Board and its members. In cases where NWR is unable to comply with a certain principle directly, NWR endeavours to create procedures maintaining the spirit of such principle.