9.2.5.2 Evaluation

The SCCG has dedicated chapter 8 to evaluation of the board and the managing director. Principle 8 of SCCG 2010 states that for the continuous development of the board and the CEO’s work, a regular and systematic evaluation is required. Rule 8.1 SCCG 2010 requires that evaluation is performed annually by a ‘systematic and structured process, with the aim of developing the board’s working methods and efficiency’. The results of this evaluation process must be disclosed to the nomination committee. Although some shareholders have a position on the nomination committee, no requirement with respect to disclosure of the evaluation in the annual report is included in the SCCG 2010. Therefore, most shareholders and other stakeholders have no access to information about how the evaluation of the board has been carried out.

Furthermore, the performance of the managing director must be assessed continuously by the board, according to rule 8.2. The evaluation must be conducted formally at least once a year. During such a formal evaluation no members of the executive management may be present.