Activities of the Supervisory Board in 2015

The Supervisory Board held six ordinary meetings, of which four were physical meetings and two were conference calls, and two extraordinary meetings, of which one was physical and one was a conference call in 2015. The two extraordinary meetings were convened to discuss important matters, including the U.S. acquisition. One of the Supervisory Board’s priorities is strategy development and discussion and one extended physical meeting was fully dedicated to GrandVision’s strategy. During all meetings the Management Board was present and no members of the Supervisory Board were absent. Between meetings, the Chairman of the Supervisory Board Meeting and the CEO of GrandVision maintained regular contact and had several meetings during the year. The Chairman acts as the first point of contact within the Supervisory Board for the CEO for discussions on topical issues and GrandVision’s general affairs.

At least once a year, the Chairman has individual meetings with all Management Board members.  During 2015, discussions within the Supervisory Board were based mostly on documents and presentations prepared by the Management Board. By way of preparation, many subjects were discussed in advance in one of the Supervisory Board’s committee meetings. In the meetings with the Management Board, the Board was provided with updates on a number of recurring items, such as news regarding GrandVision including the U.S. acquisition, financial performance, the Company's internal risk management and control processes, developments in the markets in which GrandVision operates, business projects and acquisition opportunities.

In March 2015, GrandVision’s auditor, PricewaterhouseCoopers Accountants N.V. (PwC), was present during one of the physical Supervisory Board meetings to discuss the financial statements of 2014 as well as the external auditor’s report and the findings summarized in the management letter. The auditor’s recommendations in the management letter were all related to improvement opportunities such as improving tax and transfer pricing knowledge at operating company level. Furthermore, no material weaknesses in internal controls were identified. The Management Board agreed with these comments and plans were made for follow-up. After review of the unqualified opinion provided by the external auditor, GrandVision’s 2014 financial statements were endorsed by all members of the Supervisory Board.

The Supervisory Board meets each quarter shortly before the publication of the quarterly results and has an in-depth discussion with the Management Board on the results and related documents such as the draft press release. At the meeting held in December 2015, the Supervisory Board had an extensive discussion regarding the 2016 financial budget. During these discussions the Supervisory Board challenged the sustainable growth and financial objectives set by the Management Board. In addition, the increased efficiency and speed of the budget process was noted. After a productive discussion, the Supervisory Board unanimously approved the 2016 financial budget.