Organizational structure
Legal structure
The Numidia group is headquartered in the Netherlands, with subsidiaries in the Netherlands, Singapore, the United States of America and Uruguay.
We have provided a complete overview of the legal entities included in our financial report in Note 6 of our 2022 separate financial statement. All group companies are limited liability companies and (indirectly) owned by Numidia Holding B.V.
Pursuant to Section 2:403 of the Netherlands Civil Code, Numidia Holding B.V. has issued a liability declaration and therefore accepts full liability for all Dutch legal entities within the Numidia group. The Vonk Culinary Cheese joint venture, in which Numidia holds 50% of shares, is not considered a group company for reporting purposes.
Management structure
Our management structure is based on the main functions and processes within our company and the required segregation of duties (SoD).
board of directors
The CEO, CFO, CCO (2x) and the HR Director make up our Board of Directors (BoD). All members are employed in the Netherlands. The statutory directors and Ultimate Beneficial Owners (UBO) of Numidia Holding are members of the BoD.
The main functions of the BoD are strategy, capital allocation and investments, risk management, sustainability and governance.
Han van Hagen
Chief Executive Officer since 2015
Additional activities: Board member Numidia Charity Foundation
Paul Hawinkels
Chief Financial Officer since 2018
Har Daamen
HR Director since 2011
Additional activities: Board member Numidia Charity Foundation
Aziz Mahin
Chief Commercial Director and Statutory Director since 2011
Additional activities: board member of the "Sporten en Bewegen Swalmen/Boukoul" foundation
Maurice Daamen
Chief Commercial Director and statutory Director since 2014
Additional activities: board member of the "LMC topvolleybal" foundation
Governance
Our governance policy is based on the following:
applicable Dutch legislation
applicable local legislation of our foreign subsidiaries
applicable GRI disclosures
ownership structure of the group and the articles of association
The BoD is responsible for the governance structure.
In our company structure, the Ultimate Beneficial Owners are part of the management structure. This poses an inherent risk of management override and conflicts of interest. We have the following safeguards in place to mitigate these risks:
Differentiation between statutory directors and board members. The statutory directors are part of the BoD but report to the CEO.
The BoD is multidisciplinary and representative of the organization.
Below the BoD, a management team is in charge of operational matters.
A structured decision-making process, including BoD meetings, monthly management team meetings, quarterly business reviews and daily commercial meetings.
Taken together, the BoD and management team are 60% male and 40% female. Both statutory directors are male. The Dutch Management and Supervision Regulations Act ("Wet bestuur en toezicht") advises for at least 30% of seats to be held by women and 30% by men. We meet and exceed these gender diversity targets on a company and managerial level (BoD and management team).
The management team is 67% female and 33% of male. The Dutch Management and Supervision Regulations Act advice is thereby met on this level.
All 5 seats in the BoD are held by males, including both statutory directors. The Dutch Management and Supervision Regulations Act advice is thereby not met. As Numidia meets the advised ratio on company and management team level and invests highly in training and education we foresee the ratio to change in the years to come. However, due to the ownership structure, 30% is not expected to be accomplished on the short term.
On a statutory level, the gender ratio is not met (100% male) as this ratio is dependent on the ownership structure.