Corporate Governance

Royal FloraHolland (RFH) is a Dutch cooperative and has approx. 3,500 members consisting of producers of ornamental plants or flowers. A number of members are not located in the Netherlands, as a result of which RFH has an international character. The membership has a large degree of diversity. The cooperative company offers a large number of services for members and their customers. Thanks to this range of services, they are able to sell their products as well as possible.

Within the cooperative, it is important that decisions are made carefully. In order to ensure that this process runs smoothly, extensive consultation with the members is often necessary. The basis for this is laid down in the articles of association and regulations. These form the basis of the corporate governance structure of RFH. The governance structure is formed by “the triangle” consisting of the Members' Council, Management Board and Supervisory Board.

Traditionally, the management was vested in the Cooperative Board, which consisted of members of the cooperative. That changed a number of years ago. There is now a Management Board under the articles of association that is ultimately responsible for the strategy and results of the company, but also for the proper functioning of the cooperative. This means that the interests of the members and other stakeholders (customers, employees, third parties) are taken into account in a transparent manner.
The Supervisory Board (SB) supervises the Management Board. Due to its size, RFH is legally required to establish this internal supervisory function. The SB consists of supervisory board members who are members of RFH, and a number of “external” supervisory board members. The SB appoints (and removes) the Management Board members and determines the amount of the remuneration. In addition, the SB must also take several frameworks into account, which are specified by the Members' Council.

The governance of the members has been organised in the Members' Council since 2019. (Traditionally, this was vested in the General Members' Meeting). The Members' Council appoints the SB and exercises the statutory duties and duties under the articles of association, such as adopting the annual accounts. In addition, the Members' Council has a right of approval on a number of important points, such as the most important rates and large investments. The Members' Council may also give solicited and unsolicited advice to the Management Board and it plays an important role in passing on signals from the members and their environment.