Activities of the Supervisory Board in 2014

The Supervisory Board held five ordinary physical meetings in 2014 and three extraordinary meetings, of which two were conference calls and one a physical meeting. The three extraordinary meetings were convened to discuss the Initial Public Offering process. During all the meetings the Management Board was present and no Supervisory Board members were absent. The Chairman of the Supervisory Board and the CEO of GrandVision maintained regular contact during the year in the periods between meetings. The Chairman acts as the CEO’s first point of contact within the Supervisory Board for discussions on topical issues and GrandVision’s general affairs.

At least once a year, the Chairman has a meeting with each Management Board member individually. During 2014, discussions within the Supervisory Board were based mostly on documents and presentations by the Management Board. By way of preparation, many subjects were discussed in advance in one of the Board’s committee meetings. In the meetings with the Management Board, the Board was provided with updates on a number of recurring agenda items, such as general news regarding GrandVision, GrandVision’s financial performance, developments in the markets in which GrandVision operates, business projects and acquisition opportunities. The Initial Public Offering (IPO) was discussed frequently during 2014 at both the ordinary and extraordinary meetings. In addition, a Steering Committee was set up to prepare and discuss the IPO, consisting of Mel Groot, Willem Eelman, the members of the Management Board and key HAL and GrandVision staff. GrandVision’s acquisition strategy was discussed at almost all Supervisory Board meetings, in addition to updates on important claims and litigation, and a detailed review of GrandVision’s financial figures and operational practices.

In March 2014, GrandVision’s auditor, PricewaterhouseCoopers Accountants N.V., was present at one of the meetings to discuss the financial statements for 2013 as well as the external auditor’s report and the findings summarized in the management letter. The auditor’s recommendations in the management letter were all related to improvement opportunities such as improving tax and transfer pricing knowledge at operating company level, while no material weaknesses in internal controls were identified. The Management Board agreed with these comments and plans were made for follow-up. After review of the unqualified opinion provided by the external auditor, GrandVision’s 2013 financial statements were endorsed by all members of the Supervisory Board.

At the October meeting, the Supervisory Board discussed compliance with the Corporate Governance Code as well as the performance of the Management Board. The relevant outcomes of this meeting are reflected in the various parts of the 2014 Annual Report. During this meeting, the Supervisory Board was also briefed on the legal rights and obligations of directors under Dutch law. In addition, the Supervisory Board received an update on GrandVision’s relevant policies, notably the GrandVision Code of Conduct.

At the meeting held in December 2014, the Supervisory Board had extensive discussions regarding the 2015 financial budget. After productive deliberations, the Supervisory Board unanimously approved the 2015 financial budget and thanked the Management Board for a well-prepared and thought-through budget.