Corporate governance general
The Dutch corporate governance principles followed by Linde Finance B.V. are laid down in various Regulations of Linde Finance B.V..
The Code is not applicable to Linde Finance B.V. because by law it only governs stock exchange listed companies, Linde Finance B.V. voluntarily applies the principles and best practice provisions of the Code that are compatible with its control structure and the nature of Linde Finance B.V.. The provisions that are not applied and the reasons why are listed in the overview below.
There were no changes in the governance structure during the reporting year of 2015.
Corporate governance conflict of interests
Linde Finance B.V. as part of the Linde Group strictly rules to prevent every form and appearance of a conflict of interest between the Linde Finance B.V. on the one hand and the members of the Board of Managing Directors and the members of the Supervisory Board on the other hand. Decisions to enter into transactions involving conflicting interests of Board of Managing Directors or Supervisory Board members of a material significance for the Linde Finance B.V. and/or for the relevant individual must, in accordance with these rules, be approved by the Supervisory Board. During the year under review no conflicts of interests were reported.
Corporate governance, the General Meeting of Shareholders
The Linde Finance B.V. General Meeting of Shareholders has the authority to approve certain Board of Managing Directors decisions. These decisions, which are stipulated in the Articles of Association, are major decisions relating to the operations, legal structure and financial structure of the Linde Finance B.V. (and the companies in which it holds shares) as well as decisions related to major investments.
The most important other authorities of the General Meeting of Shareholders are:
- adoption of the Linde Finance B.V. financial state¬ments and profit appropriation;
- discharging the members of the Board of Managing Directors for their management and the members of the Supervisory Board for their supervision of the Board of Managing Directors;
- adoption of the dividend;
- appointment and dismissal of the external auditor;
- amendments to the Articles of Association; and
- issuing of shares, exclusion of the application right, authorisation to repurchase the Linde Finance B.V. own shares, reduction of the paid-up capital, dissolution, application for bankruptcy.
Best practice provisions of the Code not applied by Linde Finance B.V.
The Linde Finance B.V. endorses the Code by applying the principles and best practice provisions or by explaining why the Linde Finance B.V. deviates from the Code. The principles listed below are not applied for the reason indicated in the foregoing text or below:
Principle II.1.1: Appointment
The members of the Board of Managing Directors are appointed by the Supervisory Board for an indefinite period. The basis for noncompliance with the recommen¬dation of the Code (appointment for a maximum term of four years) rests in the fact that the Linde Finance B.V. is oriented towards the long term. The Supervisory Board notifies the General Meeting of Shareholders of an intended appointment and does not dismiss members of the Board of Managing Directors, or not until after the General Meeting of Shareholders has expressed its opinion.
Principle II.2.1 -15: Remuneration
Publishing remuneration report, most important components of employment conditions or severance payment of Board of Managing Directors member: the Linde Finance B.V. utilizes the statutory exception as understood in Art. 2:383b of the Dutch Civil Code for so-called “private public liability companies”.
Principle III.2.1: Independence
All Supervisory Board members, with the exception of one, are independent. The reason for this is that this Supervisory Board member is also a director of the shareholder of Linde Finance B.V. Here we are not compliant with the code. As stated before there has not been any conflict of interest during the year under review.
Principle III.5.10-14: Composition and role of three key committees of the supervisory board
As the board of Supervisory Directors consists of three members this principle is not applied. In respect to the audit committee we refer to the Report of the Supervisory Directors.
Principle III.7.1-3: Renumeration
The Board of Supervisory Directors are not paid any remuneration.
Principle III.8.1-4: One Tier Management Structure
This is not applied as there is no one tier management structure.