Activities of the Supervisory Board

In 2019 the Supervisory Board was closely involved and participated actively in developments related to Beter Bed Holding N.V. and its subsidiaries. During the reporting year, the Chair frequently liaised with the Management Board in preparation for the meetings between the Supervisory Board and the Management Board. There were eight physical meetings between the Management Board and the Supervisory Board in 2019. Furthermore, the Supervisory Board also had 17 conference calls with the Management Board in 2019.

The table below shows the attendance of Supervisory Board members at Supervisory Board meetings, conference calls and Committee meetings. If members of the Supervisory Board were unable to attend a meeting, they provided comments and views on the meeting documents in writing before the meetings.

1. ¹ As per 25-04-2019 appointed; as per 12-12-2019 stepped down.
2. ² As per 25-04-2019 stepped down.

Annually Supervisory Directors perform an assessment of the functioning of the Supervisory Board, the Supervisory Board Committees and the individual Supervisory Board members. In 2019, the members of the Supervisory Board performed the assessments with structured questionnaires prepared in co-ordination with the Company. The assessment of the Chair of the Supervisory Board was led by the Vice-Chair of the Supervisory Board without presence of the Chair.

During the year we monitored the performance of the Management Board members in our Supervisory Board-only meeting(s). Following the discussions during the year and following the assessment, we provided feedback to the Management Board. The Supervisory Board has concluded that the relationship between Management Board and Supervisory Board is good and constructive, whilst sufficiently critical.

Throughout the year the Supervisory Board received regular, timely, detailed verbal and written updates from the Management Board. Extensive attention was paid to the operating results of the various formats, in particular Matratzen Concord, and the Group as a whole, as well as to the implementation of the strategy.

During the summer period the contact between the Management Board and the Supervisory Board has been very intense as a result of the developments impacting the financial stability of the Group. A few members of the Supervisory Board have also participated in discussions with banks and shareholders who facilitated by providing an incremental loan of € 7.0 million.

Later in the year the Supervisory Board has also met Magical Honour Limited as part of the assurance process to ensure that the Supervisory Board could approve the Management Board's decision to eventually sell Matratzen Concord to Magical Honour Limited. Extensive attention was continually devoted in 2019 to liquidity, the commercial progress of the various activities, tax matters, shareholder relations and the findings of the Internal Auditor to improve the internal organisation. There were contacts with the Works Council of Beter Bed B.V. and the Directors of the business units.

The Supervisory Board met with the external auditor amongst others on the following occasions. In February 2019 the results for 2018 and the audit findings were discussed. The half-year results and the effects of the potential divestment of Matratzen Concord were discussed in August 2019. Lastly, the results for 2019 until the end of November and the findings with regard to the internal control environment were discussed in December 2019. In addition the Supervisory Board has had various meetings with the external auditor on the implementation of IFRS 16.

The budget for 2020, which was discussed during the meeting of 19 December 2019, sets out the Company’s operational and financial objectives, along with the policy that should ensure that these objectives are achieved.

The performance of the Management Board and the implementation of the remuneration policy for the Management Board were discussed in meetings without members of the Management Board present. Consultation also took place in individual interviews on the performance of the members of the Management Board.

The mandate to search for a financial expert for the Supervisory Board was placed with an executive search agency in the second half of 2018 where the search run over into the first quarter of 2019. Mrs Gabrielle Reijnen was proposed for the role during the Annual General Meeting of 25 April 2019. In December 2019 Mrs Reijnen has agreed to take over the role of the CFO. On 13 May 2020 her appointment as Statutory Director in the position of CFO will be on the agenda of the Annual General Meeting.