'Lousy corporate governance'

The mutual business relationship between the regulator and the man he is supposed to supervise, which is kept secret from investors, is the latest curious development in the company's board. Previously, director Gerben Everts of the Association of Effectors (VEB) already denounced 'the lousy corporate governance at B&S', after the FD revealed that at least nine B&S employees assisted controversial Iranian mining investments of Blijdorp.

CEO Tako de Haan bought a house in May 2020 and received a mortgage loan of €2.9 million from Willem Blijdorp. In August of that year, De Haan took office as CEO of B&S, of which Blijdorp is the founder, major shareholder and supervisory director. The mortgage loan was transferred to Blijdorp Foundation De Vrije Geest in December 2020, De Haan replied to questions from the FD. 'As far as I can tell, the mortgage was entered into under similar conditions as with a bank.'

It appears from the mortgage deed that De Haan owes Blijdorp an interest and reimbursement of costs of €1.1 million on top of the principal sum of €2.9 million. De Haan's home serves as collateral and thus guarantees repayment of a total of €4 million. The term of the loan is thirty years, which means that the interest that De Haan pays to Blijdorp on this amounts to 1.3%.

On behalf of the De Vrije Geest foundation, the mortgage on De Haan's home was taken out in December 2020 by the sole director of the foundation, Michiel Mulders. He is also the director of Blijdorp Luxembourg investment company Sarabel and the right-hand man of Blijdorp. Through Sarabel, Blijdorp owns 68% of the shares in B&S.

Potential Conflict of Interest
As vice-chairman, Blijdorp oversees the board of directors, of which De Haan is chairman. The annual reports of B&S do not mention the financial relationship between the chairman of the board and his supervisory director.

According to Eumedion director Rients Abma, it is questionable whether De Haan acted according to 'the highest standards of care when entering into the mortgage loan.

'Principle 2.7 of the Dutch corporate governance code states that any conflict of interest must be avoided,' Abma told the FD. 'Initially, a mortgage loan was provided by the majority shareholder, which was taken over by a foundation whose director is the managing director who manages the controlling interest in B&S Group. In any case, that conceals the appearance of a potential conflict of interest', says Abma.

The VEB previously expressed concern about financial transactions by B&S with 'related parties. In the B&S annual report, Deloitte calls the links with parties affiliated to the company 'the key point' of its audit.

"The main shareholder and the board of directors as well as the entities they control and that are not part of the group, are considered related parties," writes Deloitte. The De Vrije Geest Foundation could fall under this definition.

Bava postponed under pressure.
There is also a commotion at B&S about a remarkable offer from Blijdorp via Sarabel for the B&S shares with minority shareholders. Blijdorp and B&S did not disclose the amount of that bid. After the two independent supervisory directors at B&S opposed that offer, Blijdorp withdrew.

Afterward, Blijdorp had a special meeting of shareholders (Bava) called with the resignation of Jan Arie van Barneveld as chairman of the supervisory board as an agenda item. He had resisted the offer of Blijdorp. The shareholders' meeting would only take place digitally and not physically. Under pressure from at least 10% of the shareholders, B&S had to postpone the Bava until December 15 last week.

Abma van Eumedion says that the supervisory directors should have investigated whether De Haan's mortgage agreement 'cannot lead to the director, where appropriate, allowing the personal interest to prevail over the company interest, or whether the interest of the majority shareholder prevails over the company's interest. interest and the interest of the company's stakeholders.

Fellow commissioners didn't know anything.
According to Abma, the possibility of such an investigation by the supervisory directors starts with a notification by the director. But De Haan has never informed the other commissioners about the million-dollar loan; he tells the FD.

'The loan is not related to my employment.' That is why the annual report did not have to report its mortgage loan, says the CEO. "The funding doesn't affect my independence as CEO." De Haan sees no deviation from the corporate governance code.

In the Netherlands, shareholders can go to the Enterprise Chamber in the event of a violation of the corporate governance code. Because B&S is legally established in Luxembourg, that is not possible in this case.

Blijdorp, his law firm Stibbe and Mulders do not respond to questions.

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Ceo previously lived in a house of his commissioner
Before his move to 't Gooi in 2020, Ceo Tako de Haan of B&S lived with his wife in a house of B&S commissioner Willem Blijdorp, according to notarial documents requested by Het Financieele Dagblad. It concerns a building near the Vondelpark in Amsterdam that is owned by the Stichting Reunion La Reine. Elaine Blijdorp is the sole director of these and the only one who is authorized to sign. She is the daughter of Blijdorp, who also has three sons.
Blijdorp also resides in the same Amsterdam residential complex where De Haan lived.

When asked, De Haan confirms that he lived in a house belonging to the majority shareholder of B&S before he became CEO of B&S. 'Yes that's right. When we moved to the Netherlands from the US, we had to bridge a short period of two months and a week until the current house (in Blaricum, ed.) was completed.'

De Haan states that before he became CEO of the B&S Group, he had no previous (financial) relationship with Blijdorp, one of his relatives or one of the companies or foundations in which Blijdorp or his relatives are active. 'No. Before that time I only met Mr Blijdorp for a number of interviews, I did not know him before that. There has never been a (financial) relationship with him or the Blijdorp family.'
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Read the full article:
https://fd.nl/bedrijfsleven/1457329/topman-van-groothandel-b-s-hat-miljoenenlening-bij-eigen-toezichthouder
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