1.1. Transparency and communication
It is recommended that the Board adopt guidelines for external communication, including who can and should speak to the public on behalf of the professional fund and on what matters. The guidelines should meet the need for transparency and the ability of stakeholders to obtain relevant up-to-date information on the fund's affairs.
2.1 Overall tasks and responsibilities
2.1.1 It is recommended that, in order to ensure that the activities of the Professional Fund are in accordance with the objectives and interests of the Fund, the Board should, at least once a year, consider the overall strategy and distribution policy of the Fund, based on the Statutes.
2.2 Chairman and Vice-Chairman of the Board
2.2.1 It is recommended that the Chairperson of the Board organises, convenes and chairs the Board meetings in order to ensure the efficient functioning of the Board and to create the best possible conditions for the work of the Board members individually and collectively.
2.2.2 It is recommended that, in exceptional cases, where the board of directors - in addition to the chairmanship - requests the chairman of the board to perform specific operational tasks for the professional foundation, a board resolution should ensure that the board retains the independent overall management and control function. A proper division of labour between the chairman, the vice-chairman, the other members of the board and any management should be ensured.
2.3 Composition and organisation of the Board
2.3.1 It is recommended that the Board continuously assesses and determines the competences it needs in order to best perform the tasks assigned to it.
2.3.2 It is recommended that the Board, while respecting any right of appointment in the Statutes, ensures a structured, thorough and transparent process for the selection and nomination of candidates to the Board.
2.3.3 It is recommended that Board members be appointed on the basis of their personal qualities and competences, taking into account the overall competences of the Board, and that the composition and nomination of new Board members take into account the need for renewal - in relation to the need for continuity - and the need for diversity in relation to, inter alia, professional and distribution experience, age and gender.
2.3.4 It is recommended that the composition of the board, including diversity, be reported annually in the management report and, where applicable, on the professional fund's website, and that the following information be provided for each member of the board:- the name and position of the person concerned:
- Age and sex of the person concerned
- Date of entry into the Board, whether re-election of the member has taken place and expiry of the current term of office.
- Member's specific competences, if any
- Other management positions, including positions on boards of directors and supervisory boards, including companies, institutions and demanding organisational tasks.
- Which members have been appointed by the authorities/grant provider, etc.
- Whether the member is considered independent.
2.4.1 It is recommended that an appropriate proportion of the members of the Board be independent.Where the Board (excluding employee-elected members) consists of up to four members, at least one member should be independent. If the Board consists of between five and eight members, at least two members should be independent. If the board consists of nine to eleven members, at least three members should be independent, and so on.A director is not considered independent in this context if he or she:
- Is, or within the last three years has been, a member of the board of directors or a senior executive of the fund or a material subsidiary or associate of the fund.
- has received significant remuneration, including dividends or other benefits, from the fund/group or a subsidiary or associate of the fund in the last five years in a capacity other than as a member of the fund's board or management.
- have had a material business relationship (e.g. personally or indirectly as a partner or employee, shareholder, customer, supplier or director of companies with a similar relationship) with the fund/group or a subsidiary or associate of the fund within the last year.
- Is, or within the last three years has been, employed or a partner of an external auditor
- Have been a member of the board or management of the foundation for more than 12 years
- Is closely related to or otherwise particularly close to persons who are not considered independent,
- Is a founder or substantial donor if the foundation aims to provide support to their family or others who are particularly close to them.
- Is an executive member of an organization, other foundation or similar that receives or has repeatedly received in the past five years substantial donations from the Foundation.
2.5 Designation period
2.5.1 It is recommended that members of the Board be appointed for a minimum of two years and a maximum of four years.
2.5.2 It is recommended that an age limit be set for the members of the Board of Directors, which will be published in the management report or on the Foundation's website.
2.6 Evaluation of the work of the Board and the Executive Committee
2.6.1 It is recommended that the Board establish an evaluation procedure whereby the contributions and achievements of the Board, the Chair and individual members are evaluated annually and that the outcome is discussed by the Board.
3.1 Remuneration of management
3.1.1 It is recommended that the members of the board of directors of occupational funds be remunerated on a fixed basis and that the members of any management board be remunerated on a fixed basis, possibly combined with a bonus, which should not be dependent on accounting performance. Remuneration should reflect the work and responsibilities of the role.
3.1.2 It is recommended that the financial statements disclose the total remuneration received by each member of the board of directors and any executive director from the corporate foundation and from other companies in the group. In addition, any other remuneration received by members of the board, other than employee representatives on the board, for the performance of duties for the fund, subsidiaries of the fund or affiliates of the fund should be disclosed.