We maintain a staggered, or classified, Supervisory Board. This means that members of our Supervisory Board are grouped into classes, with members of each class elected at successive general meetings of shareholders for a three-year term.
The Company does not maintain mandatory retirement provisions, nor does it limit the number of terms a director may serve. The table below shows the classification of our Supervisory Board members and the dates on which their current terms will expire.
|
Class I Directors |
Class II Directors |
Class III Directors |
|
Term Expires at 2014 Annual General Meeting |
Term Expires at 2012 Annual General Meeting |
Term Expires at 2013 Annual General Meeting |
|
Milton Carroll |
Robin W.T. Buchanan |
Jacques Aigrain |
|
Jagjeet S. Bindra |
Stephen F. Cooper |
Joshua J. Harris |
|
Rudy M.J. van der Meer |
Robert G. Gwin |
Scott M. Kleinman |
|
Marvin O. Schlanger |
Bruce A. Smith |
The Supervisory Board has prepared a profile outlining the desired expertise and background of its members, which the membership currently fulfills. The text of the profile can be found below.
Profile of the Supervisory Board of LyondellBasell Industries N.V.
The purpose of this profile is to provide a guide to the membership and work of the Supervisory Board of LyondellBasell Industries N.V. The role of the Supervisory Board is to supervise the policies of the Management Board and the general affairs of LyondellBasell and its operations, as well as to assist the Management Board by providing advice. In discharging its role, the Supervisory Board shall be guided by the interests of LyondellBasell and its operations, and shall take into account the relevant interests of its stakeholders.
The Supervisory Board is responsible for the quality of its own performance. Membership of the Supervisory Board should reflect the requirements needed to engage in relevant, informed, expert and efficient discussion and decision making at the board level regarding all aspects of LyondellBasell’s activities and the management of its operations, having regard for:
- the nature, size and the markets of LyondellBasell’s activities;
- applicable rules of corporate governance which govern LyondellBasell’s activities and corporate organization in applicable constituencies, taking into account the nature of LyondellBasell Industries N.V. as a listed company and the desire for independence of the members of the Supervisory Board;
- the specific organizational structure of LyondellBasell;
- the duties and responsibilities allocated to the Supervisory Board members as per the corporate governance arrangements within LyondellBasell.
Expertise and membership
On that basis the following specific elements shall need to be sufficiently represented as regards the knowledge, experience and back ground of the directors, separately or in combination:
- Corporate strategy and strategic planning
- Executive management experience with a company of comparable size and international spread of activities
- Knowledge of corporate governance issues applicable to companies listed on the NYSE
- Understanding of the specific markets (product and geography) of the Company
- Experience with and understanding of chemicals and refining
- Understanding of the management of human resources in a large international company, including remuneration matters
- Awareness of corporate social responsibility issues including environment, sustainability, communities, values
- Relevant practical legal experience, particularly Dutch corporate law, U.S. securities laws, environmental and mergers & acquisitions
- Financial expertise, including audit, internal control and risk management
- International banking, tax and corporate finance
Each member of the Supervisory Board is capable to assess the broad outline of the overall policy of LyondellBasell. The combined Supervisory Board of LyondellBasell ensures that when making nominations for appointments on the Supervisory Board, that the nominee shall have the specific expertise required for the fulfilment of duties assigned to the nominee within the framework of the profile for the Supervisory Board.
Appointments to the Supervisory Board shall be made without regard to gender, national, religious or ethnical background. It is the intention of the Nominating and Governance Committee when it makes recommendations for the appointment of new members of the Supervisory Board to also consider the composition of the company’s work force and their residency. The Supervisory Board is keen to aim for a diverse composition in terms of such factors as gender and age.