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This section has information on our corporate governance, including our Articles of Association, our internal regulations and how we’ve implemented the Banking Code.
During the 2016 financial year, Van Lanschot was subject to the Dutch Corporate Goverance Code 2008 (the Code) and complied with the Code, while deviating from best practice provisions II.2.5 and II. 2.3 for the reasons set out in the Corporate Governance section of our 2016 annual report from page 73.
On 8 December 2016 the revised Dutch Corporate Governance Code 2016 was published. Assuming that the necessary law to enforce the revise Code 2016 will be implemented in 2017, listed companies are expected to report in 2018 on compliance with the revised Code 2016 in its annual report for 2017.
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The Articles of Association of Van Lanschot N.V., with its registered office in ‘s-Hertogenbosch, The Netherlands.
The Compliance department at Van Lanschot has introduced various rules and regulations which must be observed by management and staff. These rules and regulations (below) are currently only available in Dutch.
On 1 January 2015 an updated Dutch Banking Code came into effect and replaced the Code that had been in force since 1 January 2010. The Banking Code sets out principles for sound and controlled business operations, corporate governance, risk management policies, audit and remuneration policies.
The Banking Code applies to all activities in the Netherlands performed by Dutch-based banks that are in possession of a banking licence granted by De Nederlandsche Bank (DNB). The Code therefore applies to F. van Lanschot Bankiers NV, Van Lanschot’s subsidiary with a banking licence in the Netherlands. Banks that are part of a larger group and that are subject to the Code may apply elements of the Code at the level of the entity at the top of the group; these elements do not have to be applied by individual subsidiaries. Some elements of the Banking Code are therefore applied at the level of Van Lanschot.
All banks in the Netherlands describe on their websites the ways in which they have applied the Banking Code in the previous year. Where relevant, a bank will state its reasons as to why it has not complied or not fully complied with a provision, in keeping with the ‘comply or explain’ principle.
It partly applies the principle that the total income of a member of the Statutory Board should, at the time when it is decided, be below the median level for comparable positions in the relevant markets both inside and outside the financial sector. When the remuneration policy for the Statutory Board was adopted by the General Meeting of Shareholders on 13 May 2015, the total remuneration of the Chairman of the Statutory Board was equal to the median level for comparable positions within the financial sector and below the median level for comparable positions outside the financial sector. The total remuneration of the other members of the Statutory Board is below the median level for comparable positions both inside and outside the financial sector. In view of the fact that the members of the Statutory Board only receive fixed remuneration and that a relatively high proportion of their remuneration is paid in the form of shares placing greater emphasis on the long term, the Supervisory Board believes that it is fair not to apply this principle fully for the Chairman of the Statutory Board. The other principles of the Banking Code are applied by Van Lanschot in full. The attached document reviews, on an article-by-article basis, how F. van Lanschot Bankiers NV applied the Banking Code in 2015.
Our tax policies aim to ensure that the bank complies with tax laws and rules, as well as internal guidelines and codes of conduct. We have drawn up comprehensive policies to prevent objectionable tax practices, a summary of which can be found below (in Dutch only).
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