Sample Independence Verification Form for Supervisory Board Members

We are handing over to you The Sample Independence Verification Form for Supervisory Board Members prepared by the Association of Independent Non-Executive Directors. This document facilitates the verification of independence of Supervisory Board Members (Non-Executive Directors) of public companies.

In the Association's view, the participation of independent Supervisory Board Members is one of the key conditions for effective supervision of a company. Therefore, ensuring effective independence is in the interest of all companies, their shareholders and other stakeholders.

Members of the Supervisory Board who have declared that they meet the independence criteria, should be subject to annual verification in this regard. This form may be helpful in conducting this assessment. We recommend that the Supervisory Board perform the aforementioned verification before submitting the Supervisory Board's statement on the appointment, composition and functioning of the audit committee, including the fulfilment of the independence criteria by its members, for the purposes of the annual reports. Ideally, this verification should take place in the form of a debate during a Supervisory Board meeting, based on the annually completed forms. We also recommend that the completion of the verification process materialise in the form of a resolution adopted by the Supervisory Board, which will include an assessment of the fulfilment of the independence criteria by individual independent Supervisory Board Members. This form can also be used by shareholders to verify their proposed candidates for independent Supervisory Board Members.

We draw attention to the European Commission Recommendation of 15 February 2005, according to which "The (supervisory) board may consider that, although a particular director meets all of the criteria laid down at national level for assessment of the independence of directors, he cannot be considered independent owing to the specific circumstances of the person or the company; and the converse also applies."

In situations where there is any doubt about the independence of a person, we recommend that such a person be considered as not meeting the independence criteria.

The publication can be found in the "Publications" section