Structure and responsibilities

GrandVision has a two-tier governance structure consisting of a Management Board and a Supervisory Board. Currently, the Management Board consists of the CEO and the CFO, while the Supervisory Board is made up of five Supervisory Directors.

Management Board

The Management Board is responsible for the achievement of GrandVision’s objectives, including those related to the areas of strategy, policy, quality and sustainability as well as the day-to-day operation of the Company. In performing its duties, the Management Board is guided by the interests of GrandVision and all of its stakeholders.

Supervisory Board

The Supervisory Board oversees GrandVision’s overall performance, including the policies pursued and results achieved by the Management Board. It monitors the Company’s financial situation and reviews the financial statements and the strategy pursued by the Management Board. It approves important proposals for capital expenditures, acquisitions, divestments and changes to financial and other corporate policies, as well as the annual budget and long term plan.

The Supervisory Board also has the responsibility to evaluate the performance of the Management Board and the CEO and CFO individually. It proposes any changes to the composition of the Management Board which it deems necessary to the General Meeting. The Supervisory Board is also responsible for reviewing its own performance and proposing any changes in its composition to the General Meeting. The Supervisory Board ensures that the Company’s policies are formulated and pursued in the interests of all of GrandVision’s stakeholders and that these policies are sustainable and meet ethical standards.

The Supervisory Board appoints an Audit Committee, a Nomination Committee and a Remuneration Committee from among its members. The Supervisory Directors have been carefully selected to ensure that they offer GrandVision a comprehensive range of relevant experience in areas such as international retail, customer service, supply chain management and finance.

Audit Committee

The duties of the Audit Committee include supervising and monitoring the Management Board and the CEO and CFO individually, as well as advising them in relation to the operation of the Company’s internal risk management and control systems. The Audit Committee advises the Supervisory Board on the exercise of certain of its duties, and makes nominations and prepares reviews for the Supervisory Board in relation to this. The Audit Committee supervises the submission of financial information by the Company, compliance with recommendations made by internal and external auditor's and the Company’s policy on tax planning and the Company’s financial arrangements. It assists the Supervisory Board in monitoring the use of the Company’s information and communication technology. It furthermore maintains regular contact with, and supervises, the external auditor and makes a nomination for an external auditor to be appointed by the General Meeting. The Audit Committee also issues preliminary advice to the Supervisory Board regarding the approval of the Financial Statements, the annual budget and any major capital expenditures. The Audit Committee meets at least four times a year.

Nomination Committee

The Nomination Committee advises the Supervisory Board on its duties regarding the selection and appointment of the CEO, the CFO and Supervisory Directors. The duties of the Nomination Committee include establishing the selection criteria and appointment procedures for the CEO, CFO and Supervisory Directors, and drawing up the profile for the Supervisory Board. It also periodically reviews the size and composition of the Management Board and the Supervisory Board, and the performance of the CEO and CFO. The Nomination Committee also proposes appointments and reappointments. It supervises the Management Board’s policy on the selection criteria and appointment procedures for the CEO and the CFO. The Nomination Committee meets at least once every year.

Remuneration Committee

The Remuneration Committee advises the Supervisory Board on the exercise of its duties regarding the remuneration policy of the CEO and CFO, all individual members of the GrandVision Management Team, the committee of senior managers meeting with the CEO and CFO on a regular basis, and other senior managers within the Company. This includes analyzing any changes in the Code and drawing up proposals for the Supervisory Board on these subjects. The duties of the Remuneration Committee include drawing up proposals for the Supervisory Board on the remuneration policy for the CEO and the CFO, to be adopted by the General Meeting, and on the remuneration of the CEO and CFO, to be determined by the Supervisory Board. The Remuneration Committee also prepares a remuneration report on the implementation of the remuneration policy for the CEO and the CFO during the respective year, to be adopted by the Supervisory Board. The Remuneration Committee meets at least three times every year.

The rules for all the Committees are published on the GrandVision corporate website: www.grandvision.com