Corporate Governance

The Dutch corporate governance code regulates the relations between the Executive Board, the Supervisory Board and the shareholders and contains (a) principles, which are general concepts of proper corporate governance and (b) best practice provisions, which are detailed standards governing the conduct of aforementioned entities, resulting from and elaborating the principles of the Code.

The strength of corporate governance is based on the extent to which the Company, the Executive Board, the Supervisory Board and also the shareholders endorse it. The Executive Board and Supervisory Board are responsible for the corporate governance structure of the Company and for compliance with the code; they are accountable for this to the General Meeting of Shareholders and should provide sound reasons for any non-application of the provisions.

For more information on corporate governance within TIE Kinetix, please read our Annual Report
Here we elaborate amongst others on the following topics, from a corporate governance perspective:

  • Shares and Shareholders
  • Shareholders Meeting and voting rights
  • Structure corporate bodies
  • Management Board
  • In control statement
  • Supervisory Board
  • Recent developments in corporate governance
  • Deviations from best practices

Outstanding Shares

As at 30 September 2021, a total of 1,678,718 ordinary shares were in issue.

 

Governance Structure


Structure

TIE Kinetix has a two-tier board structure. TIE Kinetix is managed by an Executive Board, which is supervised and advised by a Supervisory Board. The two boards are accountable to the General Meeting of Shareholders.

TIE Kinetix is a public limited company, incorporated under Dutch law in 1987. TIE Kinetix's shares are listed on NYSE Euronext Amsterdam. TIE is required to comply with (inter alia) Dutch law and Dutch corporate governance rules.

Corporate Governance Code

In the Annual Report, TIE Kinetix's overall corporate governance structure is explained and it is indicated to what extent the provisions of the Dutch Corporate Governance Code (the ‘Code’) are applied. The Code can be found on the website of the Dutch corporate governance committee.

The Executive Board and the Supervisory Board are responsible for the corporate governance structure of the Company and are of the opinion that all of the principles of the Code are endorsed and the vast majority of the best practice provisions are applied. Any best practice provisions of the Code that are not or not fully applied and the reasons for these deviations are set out in the annual report.

Liability Development
 

Outstanding Debts

Currently, TIE Kinetix has no short term or long term debts.

Convertible Bonds

Currently, TIE Kinetix has no Convertible Bonds.

Options

Currently, there are no Options outstanding.

Staff Options

Currently, there are no Staff Options outstanding.

Risk Development
 

Risk Assessment & Risks

The Company’s activities expose it to a variety of risks, including market risks (currency risk and interest rate risk) credit risk, and liquidity risk. Financial instruments held are accounted for under Assets (Loans and Receivables) and Equity (Convertible Bonds). The risks are monitored on a recurring basis at a Management Board level, applying input received from Management in the individual geographical areas, with whom the Management Board has contact on regular basis.

The risk analysis focuses predominantly on business risks that result in managerial decisions, in particular with respect to:

  • Span of control, i.e. oversight
  • Commercial dependency of our partners
  • Our churnrate and retention rate
  • Downtime of datacenters
  • Legal aspects
  • Financial Disclosure
  • Acquisitions
  • Entering new markets

Financing and funding decisions are made at Management Board level, guaranteeing that management is  aware of any changes and developments. Individual debtors with collectability issues are discussed on an item-by-item basis. The Company neither holds nor issues financial instruments for trading or hedging purposes. For more information on our risks, read our Annual Report.

Corporate Sustainability

It is the role of the Management Board to manage the corporate responsibility issues that are relevant to the Company. As such the Company focuses on several subjects and the corporate responsibility aspects thereof. This chapter provides an overview of the important subjects in light of the corporate social responsibilities. As a whole, the Company is committed to achieve a correct balance between growing as a company and our corporate responsibility.

TIE Kinetix’s management considers its employees the driving force behind the ultimate success of the Company, due to its expertise and know-how. TIE Kinetix also believes that human resources and treatment of the staff are major aspects of corporate responsibility. TIE Kinetix emphasizes that personal growth of the staff is of great value to the Company. This can be obtained through setting challenging targets, guidance by the management and education. The personal growth of the staff members is closely monitored and recurring evaluations and assessment meetings take place.

In our Annual Report, we have elaborated more extensively on our efforts and initiatives in view of Corporate Sustainability, with respect to:

  • Our Employees
  • Compliance with Laws and Regulations
  • Communication and Engagement with our Shareholders
  • Our Social Initiatives
  • Our Carbon Footprint
  • Our Solutions

Our Office in Breukelen, The Netherlands

In financial year 2013 TIE Kinetix merged all three Dutch offices into one new headquarters located in Breukelen. By bringing all employees together from multiple offices, all Dutch employees work more closely together, save on travelling between offices and truly became one ‘totally integrated’ team.

Employees are encouraged to work form the home office and come to the office by public transport as the office is close to public transport facilities. Additionally, the office has a parking lot which is fully lit by LED-lights and is equipped with moving sensors for lighting the office. The office also accommodates charging of electric cars.