Profile
Currence Supervisory Board Profile
1. Introduction
At its meeting held on 19 June 2006, the Supervisory Board of Currence Holding B.V. (Currence) adopted this Profile of the Board after agreement with the Executive Board. The Profile will be periodically reviewed.
By law and pursuant to the articles of association, the duty of the Supervisory Board is to oversee the Executive Board’s management decisions and the general progress of the company and its related enterprise. The Supervisory Board supports the Executive Board with advice. In performing their duty, the members of the Supervisory Board foster the interests of the company and its related enterprise.
The Profile sets forth both General and Special criteria on the basis of which Supervisory Board members are approached and screened to ascertain whether a prospective new member should be appointed or an existing member reappointed. The Profile also contains a guideline for the composition of the Board. The members of the Board are appointed by the General Meeting of Shareholders.
2. Criteria
General criteria
In view of Currence’s position in the payment system, the members of the Supervisory Board should carry sufficient weight, should be independent and should be able to adopt a position superior to the various players. Their involvement in the company should reinforce the credibility of Currence.
Special criteria
- To ensure that the Board remains adequately in touch with the everyday practicalities of the payment system, one of the members of the Board should preferably possess sufficient specific knowledge of the payment system in the modern world and the relevant developments in that field. To prevent a conflict of interests, however, that member should not have any direct involvement in or responsibility for the payment system;
- It is important for the Board to possess sufficient financial expertise;
- Innovation in the field of ICT plays an important part in the payment system, including system security. The use of new media is also of growing importance. Adequate knowledge of this field on the part of the Board especially on a strategic level is accordingly important;
- Knowledge and experience in the field of competition and the processes of market operation are of added value to the Board.
3. Composition
The Supervisory Board shall have an odd number of members, who shall number at least three, of whom not more than one member shall be linked to shareholders and that member shall not have any formal responsibility for the payment system. The composition of the Board shall be such as to permit the members to adopt independent and critical positions with respect to each other, the Executive Board and any other specific interest whatsoever and to give a combination of experience, expertise and independence of its members that enables the Board to fulfil its various obligations towards the company and the company’s stakeholders to optimum effect.
Various of the following areas of knowledge shall be represented on the Board:
- Modern payment systems. The person contributing this knowledge may be linked to a shareholder but he or she should not have any formal responsibility for the payment system;
- Competition and market operation;
- ICT and new media;
- The financial world.