Governance


Currence has an unambiguous corporate governance structure.


Currence is an independent organisation owning the uniform payment products in the Netherlands. In that capacity, the company lays down rules for the use of these products and certifies players in the market (banks and suppliers) so that the organisations concerned can enter into licence and certificate agreements with Currence. The company oversees compliance with the rules applicable to the products. An important aspect is that Currence's role is an independent one, ensuring a level playing field for all accepted or applicant players for payment system roles involving Currence products.

 

The Executive Board and Supervisory Board have scrutinised the Currence governance structure in the light of the Dutch Corporate Governance Code (Tabaksblat Code). Although this code does not strictly apply to Currence, because the company is not listed, Currence largely adheres to the principles and best-practice provisions of the Code.

 

The organisation's object of facilitating a competitive market is reflected in the governance structure. There are six bodies in this structure, five of which are provided for in the articles of association. Each of these bodies has clearly defined powers and responsibilities.

 

The most important power of the (1) General Meeting of Shareholders concerns the approval of long-term strategy. Other powers include adoption of the financial statements, amendment of the articles of association and issue of shares. In exceptional cases, the General Meeting of Shareholders has specific powers regarding changes to existing products if such changes drastically alter the whole payment system infrastructure. Shareholders' voting rights depend on their percentage holdings. All resolutions are carried by a simple majority.

 

The (2) Supervisory Board oversees the decisions taken by the Executive Board and the general course of operations, but also has an advisory function. Among other things, the Board approves the corporate plan drawn up each year. The functioning of the Supervisory Board is always guided by the interests of the company and all its stakeholders. Each member of the Supervisory Board has one vote. All resolutions are carried by a simple majority.

 

The Board currently has three members, none of whom is linked to the shareholders, Licensees or Certificate Holders. The members of the Supervisory Board are appointed by the General Meeting of Shareholders for a period of four years and may be reappointed for two further terms of office.

 

On 1 February 2007, the composition of the Supervisory Board was as follows:

  • Jaap Koning (1943), chairman. Mr Koning is a former director of De Nederlandsche Bank. He was appointed to the Board in 2005 and his first term of office expires in 2013.
  • Cees J. Beuving (1951), deputy chairman. Mr Beuving is former chairman of the Executive Board of Fortisbank Nederland. He was appointed to the Board in 2007 and his first term of office expires in 2011.
    Mr Beuving has resigned by 23 June 2010 from the Supervisory Board of Currence in connection with his appointment as CEO of Friesland Bank. This vacancy will be filled.
  • Udo Groen (1964). Mr Groen is a member of the Executive Board of ProRail. He was appointed to the Board in 2006 and his first term of office expires in 2010.

 

At its meeting held on 19 June 2006, the Supervisory Board adopted a Profile that had been agreed with the Executive Board. The Profile sets forth general and specific criteria on the basis of which Supervisory Board members are approached and appointed. The Profile will be periodically reviewed.

 

At its meeting held on 27 September 2007, the Supervisory Board adopted a set of Currence Supervisory Board Rules. The Rules supplement the applicable statutory provisions and provisions of the articles of association relating to Supervisory Board matters.

 

The (3) Executive Board operates objectively and independently in order to facilitate a competitive market. The Executive Board is independently responsible for contracting Licensees and Certificate Holders, for monitoring compliance with the rules and regulations by these players in the system and for imposing sanctions in the event of non-compliance or infringements. The Executive Board also has independent responsibility for deciding commercial policy, including the adoption of the Rules & Regulations and other licensing conditions, including fees. Obviously, the various players in the market are consulted before decisions concerning the R&R are finalised since they may have implications for the payment system infrastructure as a whole and for their own specific business.

 

The sole member of the Executive Board is Mr Piet M. Mallekoote.

 

The (4) Council of Licensees (RvL) and the (5) Council of Certificate Holders (RvCert) are the bodies representing Currence's customers. Currence attaches great importance to consultation on matters of general importance in the interests of a secure and efficient payment system. Obviously, this does not include commercial matters and topics of relevance to competition law. The customer councils reflect the operators of Currence products in their make-up. They function as advisory bodies and make recommendations to Currence management, both in response to requests and spontaneously. Generally, Currence management takes careful account of the advice given, although there is no obligation to do so. Among the matters routinely submitted to the Council of Licensees and Council of Certificate Holders for their recommendations are proposed decisions concerning amendments to the R&R and the adoption of new regulations. Regular meetings are held with the Council of Licensees. Meetings with the Council of Certificate Holders are held on an ad hoc basis, involving the directly affected parties, depending on the matters concerned. A meeting involving all the Certificate Holders is held twice a year. If there are other players in the market that are not currently represented on either the Council of Licensees or Council of Certificate Holders, those players' opinions may be sought separately on an ad hoc basis if they possess expertise on specific matters.

 

The Netherlands Arbitration Institute appoints an independent (6) Appeals Board to which players may refer rulings or sanctions imposed by Currence. This provides an extra safeguard to Currence's independence.

 

Supplementing the arbitration scheme, Currence also has a complaints scheme for handling complaints from Licensees and Certificate Holders as well as from third parties not covered by the arbitration scheme. Through the complaints scheme, Currence will attempt to resolve any complaints received.