The Supervisory Board is responsible for supervising the Group Management Board, the policy conducted and general matters within the company and the companies associated with it. It also advises the Group Management Board.

The Supervisory Board’s performance is laid down in the regulations drawn up for the Supervisory Board. The Supervisory Board reports to the shareholder once a year on the supervision it conducted during the previous year.

Appointment, expertise and composition of the Supervisory Board
The Supervisory Board is appointed by the annual general meeting, which also determines the number of members. The following are taken into consideration when deciding upon the required number of members:

• the size of the company
• the composition of the company’s portfolio of activities

The Supervisory Board currently has three members. No special committees have been appointed.

Corporate governance
Strukton satisfies the provision of the Corporate Governance Code requiring all Supervisory Directors, with the exception of one at most, to be independent. By virtue of his position as member of the general management board of NS Groep NV (the shareholder), Mr M. Niggebrugge does not qualify as an independent Supervisory Board member within the meaning of the Corporate Governance Code.

Reappointment and retirement
The Supervisory Board periodically evaluates the profile drawn up for it. In accordance with the Supervisory Board’s regulations and profile, a Supervisory Board member may be appointed for a maximum of three terms of four years each. Upon reappointment, the performance of the Supervisory Board member concerned is evaluated. The Articles of Association and the Supervisory Board regulations also lay down that members must periodically stand down in accordance with a retirement schedule to be drawn up by the Supervisory Board.