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Stichting Administratiekantoor Aandelen KAS BANK (KAS BANK Registrar’s Office) administers and manages almost all ordinary shares of the issued capital of KAS BANK N.V. and, in exchange issues exchangeable depositary receipts.

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Stichting Administratiekantoor Aandelen KAS BANK (KAS BANK Registrar’s Office) administers and manages almost all ordinary shares of the issued capital of KAS BANK N.V. and, in exchange issues exchangeable depositary receipts.

The Registrar’s Office itself exercises voting rights only with respect to shares for which no proxies have been granted to the depositary receipt holders, and shares for which no voting instructions have been received. This arrangement is conducive to the continuity of decision-making within the General Meeting of Shareholders and preserves the balance of the meeting by preventing a chance majority of those entitled to exercise voting rights influencing the decision-making process of the General Meeting of Shareholders.

The Executive Committee hereby reports on its activities in the financial year in accordance with Article 15 of its Administration Conditions.

The Executive Committee held its annual meeting in April 2017, prior to the Annual General Meeting of Shareholders. The chairmen of the Managing Board and of the Supervisory Board were invited as guests at this meeting. Members of the Executive Committee attended the analyst meetings and presentations of the company in March and September regarding the publication of the company’s year results 2016 and half year results 2017 respectively. The Executive Committee regularly kept in touch by telephone and e-mail and attended the Annual General Meeting of Shareholders on 26 April 2017. During the year, the Executive Committee was well informed by the company and received all relevant information.

In the annual meeting of the Executive Committee, the Managing Board gave a presentation to the Executive Committee based on the analyst meeting. The Executive Committee discussed with the Managing Board the general state of the company’s affairs, the strategic focus on the institutional business and strategic projects, the IT-outsourcing, the financial performance and the recent developments regarding the new corporate governance code. All topics on the agenda for the Annual General Meeting of Shareholders were discussed, especially the specific resolutions tabled by the Managing Board and Supervisory Board, such as the amendment of the company’s articles of association. Following the discussions in the meeting and based on the information of the Managing Board in the meeting and during the year, the Executive Committee decided to vote in favour of all the resolutions on the agenda, considered the interests of depositary receipt holders, the company, its related enterprise and all other stakeholders. The committee did not seek external advice.

For the Annual General Meeting of Shareholders on 26 April 2017, the Registrar’s Office issued proxies to 71 depositary receipt holders and/or their proxies, compared to 94 the previous year. Shareholders and depositary receipt holders in attendance represented 24.8% of the voting capital in the meeting, compared to 27.7% in the previous year. The Registrar's Office therefore represented 75.2% of the voting right, compared to 72.3% in the previous year.

The total number of ordinary shares in the issued capital of the company remained unchanged in 2017 at 15,699,017. At year-end, the Registrar’s Office had 15,574,889 ordinary shares under administration, in exchange for which the same number of depositary receipts had been issued. Depositary receipts were issued for approximately 99.2% of the total issued share capital.

The actual administrative procedures regarding the Registrar’s Office are performed by the company. The Registrar’s Office expenses for 2017 amounted to approximately €25,000. These expenses were mainly related to the remuneration of the members of the Executive Committee. The company has undertaken to make an annual sum available to the Registrar’s Office from which it can defray these and other expenses incurred by the Registrar’s Office.

In 2017, it was the turn of Mr. Scheffers and Mr. Nooitgedagt to retire by rotation. Mr. Scheffers, first appointed in 2010, has not offered himself for reappointment. Mr. Nooitgedagt, first appointed in 2013, has offered himself for reappointment. The Executive Committee advised the holders of depositary receipts regarding the vacancies arising on the Executive Committee in a notice posted on the website of the Registrar’s Office, inviting them to put forward the names of candidates for appointment to the Executive Committee. The Executive Committee announced that, if no nominations were received, it would appoint Ms. Miriam van Dongen and reappoint Mr. Nooitgedagt. Since no nominations were received, the Executive Committee appointed Ms. Van Dongen as its new member and reappointed Mr. Nooitgedagt, both with effect from 1 July 2017, and for a four years term. Ms. Van Dongen is professional supervisory director. Her previous principal position was CFO Division Care at Achmea/Eureco. Mr. Nooitgedagt is also professional supervisory director. His previous principal position was CFO and Member of the Executive Board of Aegon N.V.

In 2018, there will be no retirement by rotation and in 2019 Mr. Van Rutte will retire by rotation.

The members of the Executive Committee receive an annual fee of €6,000 excluding VAT for their services to the Registrar’s Office. As of January 2018, the amount will be adjusted and the chairman of the Executive Committee will receive a remuneration of € 10,000 and the other members will receive a remuneration of € 7,500. This is in conformity with the market and adequately reflects the responsibilities and tasks of the Executive Committee.

A list of positions held by the members of the Executive Committee is available for inspection on the Registrar’s Office dedicated website (http://www.stichtingadministratiekantoor.kasbank.com). The members of the Executive Committee are all independent and not associated with the company within the meaning of Article 4, paragraph 1 of the Constitution of the Registrar’s Office.

Amsterdam, 7 March 2018

Stichting Administratiekantoor Aandelen KAS BANK (KAS BANK Registrar’s Office)

Executive Committee

J.J. Nooitgedagt, chairman (2021)
J.C.M. van Rutte (2019)
M.R van Dongen (2021)

Michiel Janssen

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Michiel Janssen

Secretary to the Supervisory Board
+31 (0)20 557 5230