Background
Eumedion represents institutional investors' interests in the field of corporate governance and related sustainability performance. It is the objective of Eumedion to maintain and further develop good corporate governance and sustainability performance on the basis of the responsibility of institutional investors established in the Netherlands. At the same time, Eumedion wants to advance the acceptance of, and compliance with, generally accepted corporate governance standards by listed companies and institutional investors in the Netherlands and Europe in particular.
Although Eumedion has the legal form of a foundation, it has many features of an association. The Members’ Meeting, for example, has a right to adopt the annual policy plan (including the budget) and a right to approve the annual accounts, the authority to grant the Board discharge from liability for its management every year and the power to dismiss the entire Board. Each member has one vote.
What does Eumedion do
Eumedion is an independent foundation, managed by representatives of participants. It is our objective to maintain and further develop good corporate governance in the area of the responsibility of asset owners and asset managers established in the Netherlands. We also want to advance the acceptance of, and compliance with, generally accepted corporate governance standards by listed companies and institutional investors in The Netherlands and Europe in particular.
Eumedion operates as a representative of the interests of institutional investors in the field of corporate governance and sustainability. The name 'Eumedion' means ‘Good Guardian’ in Greek. About 70 institutional investors currently participate. Together, they represent and manage more than 1000 billion euros in assets.
Eumedion has three associated participants, so called umbrella organisations for pension funds. The foundation is funded by annual contributions by these members participants.
Mission
Eumedion’s mission is to enhance the corporate governance, environmental and social performance and strategy of listed companies. At the same time, Eumedion’s participants are encouraged to take their own ESG-performance to a higher level.
Furthermore, Eumedion promotes the acceptance of, and adherence to, standards and guidelines for corporate governance and sustainability by listed companies and institutional investors, especially in the Netherlands and Europe.
Eumedion endeavours to achieve its mission by the following means:
• encouraging joint consultations between institutional investors, listed companies and their representative organisations;
• consulting with the Dutch government, institutions of the European Union, other relevant authorities and sectoral organisations;
• influencing legislation and regulations;
• providing services in the field of corporate governance to its member;
• undertaking other activities, for example organising seminars, symposia and roundtables that advance the objective of Eumedion.
Organisation
Eumedion is a non-profit organisation. It has a General Board from which four members are selected for the Executive Board. The General Board consists of representatives from Eumedion’s participants. The Director, Rients Abma, is responsible for the daily management.
Although Eumedion has the legal form of a foundation, it has many of the features of an association. The Members’ Meeting has the right to adopt the annual policy plan (including the budget) and the right to approve the annual accounts, the authority to grant the Board discharge from liability for its management every year, as well as the power to dismiss the entire Board. Each member has one vote.
Policies and responses to consultations and letters are prepared by our five committees, which consist of representatives of Eumedion’s members. These committees are the Legal committee, the Audit committee, the Investment committee, the Research committee and the PR committee.
Currently we have installed a special working group on remuneration and an ESG working group that is the think tank for Eumedion's stance towards sustainability.
Board
Eumedion's Board composition as of September 1, 2011:
Executive Board
| 1. Peter Borgdorff, Chairman (Pensioenfonds Zorg en Welzijn) | End of second term: 24-01-2015 |
| 2. Frederik van Beuningen, Vice-Chairman (Teslin Capital Management) | End of last term: 03-12-2014 |
| 3. Wouter Pelser, Secretary (MN) | End of last term: 03-12-2014 |
| 4. Erik Breen, Treasurer (RobecoSAM) | End of first term: 23-09-2013 |
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Peter Borgdorff Frederik van Beuningen Wouter Pelse Erik Breen
General Board
| 1. Peter Borgdorff, Chairman (Pensioenfonds Zorg en Welzijn) | End of second term: 24-01-2015 |
| 2. Frederik van Beuningen (Teslin Capital Management) | End of last term: 03-12-2014 |
| 3. Wouter Pelser (MN) | End of last term: 03-12-2014 |
| 4. Erik Breen (RobecoSAM) | End of first term: 23-09-2013 |
| 5. Rogier Krens, (Syntrus Achmea) | End of first term: 22-03-2014 |
| 6. Claudia Kruse (APG Asset Management) | End of first term: 19-12-2014 |
| 7. Ben Kramer (F&C) | End of first term: 01-04-2013 |
| 8. Bart van der Steenstraten (Shell Pensioenfonds) | End of last term: 10-10-201 |
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| Claudia Kruse | Colin Melvin | Ben Kramer | Bart van der Steenstraten |
Secretariat
| 1. Rients Abma, Managing Director | |
| 2. Toi van Rijn, Office Manager | |
| 3. Wouter Kuijpers, Legal Counsel & Policy Advisor Corporate Governance | |
| 4. Martijn Bos, Policy Advisor Reporting and Audit |
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Rients Abma Wouter Kuijpers Toi van Rijn Martijn Bos
Committees
Eumedion has five committees and one working group. The committees prepare policies and respond to letters and consultations in their line of expertise. The compositions of the committees are explained below. The committees are comprised of representatives of Eumedion's members. A full description of the responsibilities of the committees is described in a Dutch document: Reglement van Commissies.
Legal committee
On a policy basis, the Legal committee discusses shareholder rights, anti-takeover constructions, board structure and voting policies. The committee also has the task to undertake lobbying activities, in case of suggested changes by the government or other authorities on relevant regulations or policies. The committee informs the Board on its activities. Furthermore, members of the committee keep updated with jurisprudence on corporate governance and related sustainability issues and maintain contact with other policy advisors and branch organisations. The committee meets four to six times a year. The committee is comprised of the following representatives:
| 1. Michiel Prinsze, Chairman (Robeco) | 9. Anatoli van der Krans (MN) |
| 2. Rients Abma (Eumedion) | 10. Wouter Kuijpers (Eumedion) |
| 3. Martijn Bos (Eumedion) | 11. Henk Marius (Hermes Investment Management) |
| 4. Femke van 't Groenewout (PGGM) | 12. Saida Nhass (ING Pensioenfonds) |
| 5. Maarten Hartog (Teslin Capital Management) | 13. Pepijn Paanen (Blue Sky Group) |
| 6. Sandor Hermens (Syntrus Achmea) | 14. Zohre Tali (APG Asset Management) |
| 7. Isabelle Huinck (NLFI) | 15. Marice Thewessen (ING Investment Management) |
| 8. Welmoed Jansen (AEGON Asset Management) | 16. David de Villiers (Shell Pensioenfonds) |
Audit committee
The Audit committee keeps up-to-date on financial and non-financial reporting, supervises reporting, manages risk, monitors and advises the roles and responsibilities of the audit committee (part of the Supervisory Board) of Dutch listed companies, as well as the role and independence of the external auditor. The Audit committee also takes the initiative for lobbying activities, maintains contacts with branch organisations and prepares responses to letters and consultations. The committee is comprised of the following representatives:
| 1. Angeli van Buren-Seelen, Chairwoman (PGGM) | 5. Wouter Kuijpers (Eumedion) |
| 2. Rients Abma (Eumedion) | 6. Marianne Oomkes (KPN Pensioenfonds) |
| 3. Martijn Bos (Eumedion) | 7. Dennis Teijsse (Syntrus Achmea) |
| 4. Michel Hameleers (APG Asset Management) | 8. Christian Vondenbusch (Robeco) |
Investment committee
The Investment committee informs the Board throughout the year on material and current corporate governance affairs. Some issues can be related to individual listed companies or more general corporate governance related issues which impact institutional investors' interests. In case of serious infringement on corporate governance rules, the Investment committee advises the Board on how to address the individual companies or policymakers. The Investment committee also discusses the logistics and practical affairs during the season of shareholder meetings.
| 1. Kris Douma, Chairman (MN) | 14. Rombout Houben (Teslin Capital Management) |
| 2. Rients Abma (Eumedion) | 15. James Knowles (Knight Vinke Asset Management) |
| 3. Rob Beale (Capital Group International) | 16. Wouter Kuijpers (Eumedion) |
| 4. Hiske Boerma (Delta Lloyd Asset Management) | 17. Carola van Lamoen (Robeco) |
| 5. Martijn Bos (Eumedion) | 18. Jennifer Law (BlackRock) |
| 6. Mirte Bronsdijk (APG Asset Management) | 19. Faryda Lindeman (MN) |
| 7. Michael Cardous (SPF Beheer) | 20. Frithjof van Rems (NLFI) |
| 8. Liliane Corzo (Capital Research and | 21. Dan Summerfield (USS) |
| Management Company) | 22. Rosl Veltmeijer (Triodos Investment Management) |
| 9. Frank Curtiss (Railway Pension Investments) | 23. Holger Weeda (BNP Paribas Investment Partners) |
| 10. George Dallas (F&C) | 24. Rogier Wildeboer Schut (AEGON Asset Management) |
| 11. Natacha Dimitrijevic (Hermes) | 25. Joop Witteveen (Kempen Capital Management) |
| 12. Ger Fehrenbach (PGGM) | 26. Simon Wong (Governance for Owners) |
| 13. Bram Hendriks (ING Investment Management) | 27. Djimmer Yetsenga (Syntrus Achmea Vermogensbeheer) |
Research committee
The Research committee is responsible for activities that contribute to the knowledge in the broadest sense of corporate governance and related sustainability issues. Furthermore, the committee takes the initiative for research and proposes topics that need to be researched or investigated to improve the knowledge of the financial markets and related corporate governance subjects. When Eumedion undertakes research projects, it is the task of the Research committee to monitor the projects and to keep in touch with the researchers. The committee is comprised of the following representatives:
| 1. Harald Walkate, Chairman (AEGON Asset Management) | 6. Wim van Iersel (DELA) |
| 2. Rients Abma (Eumedion) | 7. Wouter Kuijpers (Eumedion) |
| 3. Martijn Bos (Eumedion) | 8. Faryda Lindeman (MN) |
| 4. Michiel van Esch (Robeco) | 9. Rogier Snijdewind (PGGM) |
| 5. Martijn Huijnen (SPF Beheer) |
Public Relations committee
The PR Committee advises the Executive and General Boards on internal and external communications. It also advises the Managing Director on Eumedion's communication policy and helps to create media exposure opportunities of issues that are important for Eumedion and its participants. The PR Committee supports the editing of external publications and communication with the media. The committee is comprised of the following representatives:
| 1. Rients Abma, voorzitter (Eumedion) | 6. Toi van Rijn (Eumedion) |
| 2. Martijn Bos (Eumedion) | 7. Thijs Steger (APG) |
| 3. Harmen Geers (APG Asset Management) | 8. Thomas Steiner (Triodos Investment Management) |
| 4. Wouter Kuijpers (Eumedion) | 9. Wim van de Wiel (Shell Pensioenfonds) |
| 5. Maurice Wilbrink (PGGM) | 10. Maurice Wilbrink (PGGM) |
Working group remuneration
In October 2006, Eumedion formulated its position on a responsible remuneration policy for listed companies. This position was renewed in 2008, because of changes in the Dutch Corporate Governance Code. Remuneration is an important topic for Eumedion's participants, not only from a governance point of view but also in relation to environmental and social performance of listed companies. Because of its importance Eumedion has this special working group that meets at least once a year.
The committee is comprised of the following representatives:
| 1. Rients Abma, Chairman (Eumedion) | 6. Carola van Lamoen (Robeco) |
| 2. Martijn Bos (Eumedion) | 7. Faryda Lindeman (MN) |
| 3. Mirte Bronsdijk (APG Asset Management) | 8. Cindy Meijer (NLFI) |
| 4. Ger Fehrenbach (PGGM) | 9. Djimmer Yetsenga (Syntrus Achmea Vermogensbeheer) |
| 5. Wouter Kuijpers (Eumedion) |
What is corporate governance
Corporate governance is a term used for rules, processes, or laws by which (listed) companies are operated, regulated, and controlled. It also refers to internal and external factors as defined by the Management Board, shareholders or the corporation's constitution, as well as to stakeholders (customers, employees, NGOs) and government regulations.
Eumedion defines corporate governance as:
The system of practices applied by a company in dealing with the stakeholders directly involved with the company and its business – in particular executive and supervisory directors and providers of capital – comprising a number of rules for good governance and supervision, and rules on the allocation of tasks, responsibilities and powers, leading to a balance of influence among those involved with the company and its business.
A basic principle in this respect is that executive and supervisory directors must be prepared to render account to shareholders for the performance of their tasks. These practices have been codified in the Dutch Corporate Governance Code.
It is the objective of Eumedion to maintain and further develop good corporate governance on the basis of the responsibility of institutional investors established in the Netherlands, and to advance the acceptance of and compliance with generally accepted corporate governance standards by listed companies and institutional investors in the Netherlands and Europe in particular.
What is sustainability
In 1987, the world united in the United Nations and accepted this definition of sustainable development:
'Sustainable development is development that meets the needs of the present without compromising the ability of future generations to meet their own needs.'
It is the definition originating from the report by the World Commission on Environment and Development (WCED), better known as the Brundlandt Commission.
The quest for greater sustainability resulted in more companies taking increasing responsibility, not only for profit, but also for people and planet. This concept is known by the term: Corporate Social Responsibility (CSR).
The new Dutch corporate governance code now explicitly mentions CSR in its preamble 5, principle III.16 and best practice provision III.1.67 and, most importantly, in principle II.18, which stipulates:
"The role of the management board is to manage the company, which means, among other things, that it is responsible for achieving the company’s aims, the strategy and associated risk profile, the development of results and corporate social responsibility issues that are relevant to the enterprise. The management board is accountable for this to the supervisory board and to the general meeting. In discharging its role, the management board shall be guided by the interests of the company and its affiliated enterprise, taking into consideration the interests of the company's stakeholders. The management board shall provide the supervisory board in good time with all information necessary for the exercise of the duties of the supervisory board.”
Eumedion approaches CSR of listed companies by looking at risk management, remuneration and transparency and reporting.
History
The Stichting Eumedion officially started on January 1, 2006. Eumedion is a non-profit organisation and is the successor to the Stichting Corporate Governance Onderzoek voor Pensioenfondsen (Foundation for Corporate Governance Research for Pension Funds).
SCGOP was founded in 1998 to offer pension fund support to improve the corporate governance level of Dutch listed companies. The report of the first Dutch corporate governance committee, also known as the Peters Commission, was the guide for that effort. At the end of 2003, the Dutch Corporate Governance Code (code-Tababksblat) was launched. That was a new step to improving corporate governance in the Netherlands.
Since 2009, Eumedion has expanded its activities to sustainability issues in relation to corporate governance. Eumedion monitors listed companies on their ESG-performance and looks at risk management, remuneration, transparency and reporting.