Supervisory Board Committees

Audit Committee

Mr. Bolliger; Mr. Eelman (chairman)

The Audit Committee met four times in 2015, according to its fixed schedule, in the presence of the CFO, internal auditor and Company Secretary. The CEO participated in two meetings. At three of the four meetings GrandVision’s external auditor PwC was present. At the meeting in March 2015, the Audit Committee reviewed the draft Annual Accounts for 2014. Important items on the agenda were the auditor’s report for 2014 and GrandVision’s continuing commitment to strong internal controls. The external auditor did not identify any material weakness in internal controls. Nevertheless, a number of opportunities for improvement were identified by internal audit. The Management Board agreed with the external and internal auditor’s comments and plans were made for follow-up. The Supervisory Board also had a closed session with the external auditor.

Remuneration Committee

Mr. van der Graaf; Mr. Groot (chairman)

The Remuneration Committee met five times in 2015, according to its fixed schedule. At the meeting in February, the achievements of 2014 were discussed and recommendations on the awarding of bonuses to the senior management of GrandVision were made. In April, the attribution of phantom shares and options under the 2011 Long-Term Incentive Plan was reviewed based on achievement levels of three-year financial targets. At the May meeting, the Executive Remuneration Benchmarking Report was discussed and the recommendation was made to grant the 2015 Long-Term Incentive Plan phantom shares. In the December meeting the salary review for senior management and bonus objectives for 2016 were discussed and proposed for approval to the Supervisory Board.

Nomination Committee

Mr. van der Graaf; Mr. Groot (chairman)

The Nomination Committee met once in 2015, according to its fixed schedule. During its meeting the Nomination Committee discussed GrandVision’s nomination procedures for the Supervisory Board and Management Board and confirmed these were followed systematically in 2015. In addition, the Nomination Committee conducted an organizational review of the GrandVision Management Team.