
Lavide Holding N.V.
7
Report of the Supervisory Board
This is the report of the Supervisory Board (Raad van Commissarissen) of Lavide to the Annual
Report 2024 of Lavide.
During the fiscal year 2024, the Supervisory Board consisted of three Dutch individuals, one female
and two males. The Board was composed by Mr Engele Wijnsma (born 1968), chairman of the
Supervisory Board, Ms Jitske Overboom (born 1984), ordinary member and Mr Arnoud Jullens (born
1982), ordinary member. Mr. Wijnsma being first appointed in 2015 and being reappointed for a
second and third four-year term in 2018 respectively 2022, Ms Overboom and Mr. Jullens in their
first four-year term on 27 December 2022. None of the members of the Supervisory Board are
affiliated with the business of the Company or have a participating interest in the capital of the
Company. Otherwise in the opinion of the Supervisory Board, the Supervisory Board meets the
criteria of independence as set out in principles 2.1.7 to 2.1.9 of the Dutch Corporate Governance
Code.
The Supervisory Board met ten times in 2024 with full attendance of the members and upheld a
routine of monthly meetings. In the autumn of 2024, the Supervisory Board’s meetings had been
intensified, in view of the developments in respect of the accession of Haerlem Capital as the new
shareholder of Lavide. This required the Supervisory Board to attend meetings more frequently, in
order to assess the proposals for the financing of Lavide through the issue of additional non-listed
shares, the proposed appointment of Mr. Thijs Groeneveld that would act as the new CEO of Lavide
and the proposal for the appointment of EY as the Company’s new external auditor.
The Supervisory Board has, in view of the size and type of the organisation, not established separate
Audit, Remuneration and Nomination Committees. The engagement with the Board of Directors on
matters concerning the audit, remuneration and nomination (if applicable) is carried out by the full
Supervisory Board. The Company has not established an internal audit department, in view of its
limited size and limited activities of the Company.
The CEO appointed in 2023 (Diede van den Ouden) attended a number of meetings of the
Supervisory Board in the first half year of 2024. He was also involved in the meetings held in the
autumn of 2024 after the proposed accession of Haerlem Capital as the new shareholder of Lavide.
The role of CEO was assumed by Mr. Groeneveld with effect from 14 November 2024 pursuant to
the resolution of the General Meeting. Such resolution had been supported by the Supervisory
Board. The former CEO (Diede van den Ouden) continued to be present at joint meetings of the
Supervisory Board and Board of Directors held in November and December 2024 until his
resignation as member of the Board of Directors with effect from 1 January 2025.
The Supervisory Board has taken the necessary steps to improve the organisation's corporate
governance and anticipates that further refinements of the corporate governance arrangements will
occur in 2025. The Supervisory Board adopted a new Regulation Supervisory Board of Lavide
Holding on 17 December 2024 in which the proceedings of the Supervisory Board, the interaction
between the Supervisory Board and the Board of Directors and the future operation of the various
committees of the Supervisory Board are being laid out. This Regulation of the Supervisory Board
had been adopted with the reconfirmation of the profile of the members of the Supervisory Board
and the revised Remuneration Policy for Lavide for the year 2025.
Based on the services contracts entered into with the members of the Supervisory Board, the
members are remunerated with a fee commensurate to the small size of the business. Such
remuneration is being paid out to the members on a quarterly basis. The profile of the members of
the Supervisory Board and the Company's Remuneration Policy are published on the website. The
Supervisory Board acknowledges and agrees to the remuneration policies as proposed by the Board
of Directors to not compensate members of the Board of Directors or any employees of the Company
with variable remuneration for the fulfilment of tasks and responsibilities during the fiscal year 2025.
The Company did not organise a fully-fledged performance evaluation in the running fiscal year 2024
of the board members but envisages to implement a performance management review cycle from
2025, based on the revised Regulations of the Supervisory Board. In view of the fact that the Board
of Directors did not receive compensation of its tasks and responsibilities carried out in 2024, the
Supervisory Board was not required to assess the remuneration package of the Board of Directors.