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Contents
Ordina at a glance
Key figures
Five-year overview
Interview with the Management Board
Impressions
Report of the Management Board
Mission and core values
Market trends
Value creation model
Stakeholder dialogue
Strategy 2026
Risk management
Governance
Statutory provisions
Declaration by the Management Board
Report of the Supervisory Board
Remuneration report
Financial Statements
Contents
Consolidated financial statements
Notes to the consolidated financial statements
Company financial statements
Notes to the company financial statements
Other information
List of group companies
Combined independent auditor’s report
Legal organogram
Glossary
Annex I
GRI index
NFI Reference table
Governance Annual report 2022 | 62
Dutch Corporate Governance Code
Ordina endorses all the best practices of the Code and
applies them in all relevant instances, noting in relation to
best practice provision 4.2.3., that individual presentations
to investors cannot be followed simultaneously by a
presentation to a broad audience via webcast, telephone,
or otherwise. During individual presentations, Ordina uses
general presentations, which are or will be made available
on the Ordina’s website. A number of principles and best
practices in the Code are not applicable to Ordina, due in
part to the company’s statutory structure. Ordina’s “comply
or explain” statement in relation to the Code is available on
Ordina’s website and should be read in conjunction with this
section of the annual report and is deemed to have been
included herein by virtue of referral.
Ordina Group Priority Foundation and protective
measures
Ordina Group Priority Foundation is the bearer of the
priority share issued by the company and has the right to (i)
nominate all Supervisory Board members for appointment
by the AGM and (ii) approve all proposed amendments to
the articles of association of Ordina. Ordina Group Priority
Foundation operates independently of Ordina and, pursuant
to its articles of association, its object is to guarantee the
continuity of, and look after the interest of, Ordina, the
business in which Ordina is engaged, and all other parties
associated therewith.
Ordina Group Priority Foundation has announced that it
intends to use its rights in exceptional cases only. These
include instances in which the management board of Ordina
Group Priority Foundation believes that the continuity of
Ordina and/or its strategy are at risk. This may be the case,
for instance, if an unsolicited offer is announced or made
for the ordinary shares in Ordina, or if there is a reasonable
expectation that such an offer will be made, without
sufficient prior consultation with Ordina. Such a situation
may also arise if one shareholder, or multiple shareholders
acting in concert, hold a considerable proportion of
the outstanding share capital without making an offer.
Another example is a situation in which, in the eyes of the
management board of Ordina Group Priority Foundation,
one shareholder, or multiple shareholders acting in concert,
exercise their voting rights in a manner that constitutes a
material conflict with the interests of Ordina. In such or other
circumstances in which the continuity and/or the strategy of
the company are at risk, the management board of Ordina
Group Priority Foundation reserves the right to actively
excercise its right to nominate members of the Supervisory
Board for appointment, as well as the right to approve
proposals to amend the articles of association.
Ordina is also subject by law to the full statutory large
company regime. Pursuant to the large company regime,
Ordina is required to have a supervisory board consisting
of at least three members. In addition to its regular tasks
and powers, the supervisory board of a large company is
authorized to appoint and dismiss the members of the
management board. Furthermore, the Works Council has a
special right to make recommendations for one-third of the
total number of members of the Supervisory Board.
Following the designation of the AGM on April 7, 2022, the
Management Board is entitled, for a period of 18 months, to
issue shares in aggregate up to 5% of Ordina’s outstanding
share capital as on that date. Furthermore, under certain
circumstances, the Management Board can invoke a
statutory cooling-off period in accordance with article 2:114b
of the Dutch Civil Code, or a response period in accordance
with the Dutch Corporate Governance Code.
Business principles, culture, and values
Code of Conduct
Ordina wants to be an honest and trustworthy company.
Acting with integrity lies at the heart of every relationship
and every contact; it creates trust and determines Ordina’s
success. Any lack of integrity could undermine the continuity
of Ordina’s business. Our core values of “We discover, We
connect, We accelerate” are the drivers for the execution of
Ordina’s strategy toward 2026.
Ordina’s core values, Code of Conduct and Speak Up
policy are actively communicated within the organization
and provide guidance for the actions and conduct of both
management and employees. New employees complete a
brief workshop covering all aspects of the Code of Conduct,
including topics such as prevention of fraud, bribery and
corruption, avoiding conflicts of interest, the appropriate
approach to gifts and hospitality, fair competition,
information security, and handling confidential information.
Employees can contact a legal business partner or the
Compliance Officer if they have questions or need advice on
legal and/or ethical dilemmas.
Ordina is committed to respect human rights, as defined
by the United Nations in its Universal Declaration of Human
Rights and supports the principles as laid down in the OECD
Guidelines for Multinational Enterprises and the principles
of the UN Global Compact. In addition, Ordina believes it
is important to maintain stable and honest relationships
with its business partners. Ordina therefore expects its
business partners to act with integrity and honesty and to
abide by legal and regulatory requirements, including the
aforementioned OECD Guidelines, Declaration of Human
Rights, and the principles of the UN Global Compact. To
safeguard this, Ordina has drawn up a suppliers’ code, which
all suppliers must abide by. The obligation to do so is part of
Ordina’s contracts and purchasing conditions. The suppliers’
code covers topics such as human rights and anti-bribery.
The suppliers’ code, the Code of Conduct, and the Speak Up
policy are available on Ordina’s website.
Incident reports
In 2022, Ordina paid extra attention to raising awareness
regarding a safe and reliable working environment.