Supervisory Board Committees

Audit Committee

Mr. Bolliger; Mr. Eelman (Chairman)

The Audit Committee met four times in 2014, according to its fixed schedule, in the presence of the CFO, internal auditor and Company Secretary. At three of the four meetings GrandVision’s external auditor, PwC, was present. At the meeting in March 2014, the Audit Committee reviewed the draft Annual Accounts for 2013. Important items on the agenda were the auditor’s report for 2013 and GrandVision’s continuing commitment to strong internal controls. The external auditor did not identify any material weakness in internal controls. Nevertheless, a number of opportunities for improvement were identified by internal audit. The Management Board agreed with the external and internal auditor’s comments and plans were made for follow-up. The Supervisory Board also had a closed session with the external auditor.

Remuneration Committee

Mr. Van der Graaf; Mr. Groot (Chairman)

The Remuneration Committee met five times in 2014, according to its fixed schedule. At the meeting in February, the achievements of 2013 were discussed, and recommendations on the awarding of bonuses to the senior management of GrandVision were made. In April, the attribution of phantom shares and options under the 2011 Long-Term Incentive Plan was reviewed based on achievement levels of three-year financial targets. At the May meeting, the Executive Remuneration Benchmarking Report was discussed and the recommendation was made to grant the 2014 Long-Term Incentive Plan phantom shares. Later in 2014 two meetings were held to review the remuneration policy and recommend adjustments in preparation for the IPO.

Nomination Committee

Mr. van der Graaf; Mr. Groot (Chairman)

During 2014, no dedicated Nomination Committee meetings were held. All nominations as described in the overview of the composition of the Supervisory Board and the Management Board presented below were submitted by the Nomination Committee and discussed at the regular Supervisory Board meetings.