Minutes of the General Members Meeting of Royal FloraHolland held on Thursday, 1 June 2017 at Royal FloraHolland, Aalsmeer location

Transcription

1 Minutes of the General Members Meeting of Royal FloraHolland held on Thursday, 1 June 2017 at Royal FloraHolland, Aalsmeer location These minutes were approved by the GMM Committee on 9 February To be submitted for confirmation to the General Members Meeting of 7 December Attendance: According to the attendance list, 210 members were present, representing 5.22% of the total number of members and 11.48% of the total number of votes. Earlier on during the evening, 207 members were present, i.e. 5.14% of the total number of members, representing 11.41% of the total number of votes. 1. Opening and announcements Jack Goossens, chairman of the Supervisory Board, opened this General Members' Meeting. All attendees, and in particular our members in Israel who followed the meeting online, were warmly welcomed. No internet connection could be established with Ethiopia and no members in Kenya attended due to their national holiday. Lastly, our German members were welcomed. The meeting subsequently set the agenda for this meeting, as sent. The chairman said that one item had been received. A group of members asked for a specification of the costs of the Strategic Programs, the costs of reducing the number of employees and the rent of the external parties. The management commented on this later in the meeting. 2. Adoption of minutes 8 December 2016 Approval of the GMM minutes is one of the tasks of the GMM committee. The minutes of the meeting of 8 December 2016 were approved by the GMM committee on 9 February After this, the chairman provided an opportunity for feedback on the minutes. Johan Buis, admin. no. 52 indicated that the minutes posted on the Community have only been viewed 24 times and that not very many questions can be expected. The speaker continued, indicating that the minutes refer to YouTube with the exact times. However, this could not be found on YouTube and the link did not work. The speaker noted the absence in the minutes of the answers to the questions asked and requested that the answers be addressed in a subsequent meeting. As a final point, the speaker indicated that the Quick Fix scheme was discussed at the previous meeting. The speaker was quoted in the minutes as saying that he believed the 0.4 percent discount was a weak bid. He indicated that this must be noted as an admission of weakness in the minutes, not as a weak bid. After this, the minutes, with the above adjustments, were adopted. The members of the GMM committee were thanked for the work they carried out on behalf of the members.

2 Date 1 juni 2017 Page 2 of 8 3. Annual Report In the General Members' Meeting in December, Lucas Vos gave an extensive review of It was decided to not give another detailed explanation. Questions arising from this agenda item can be asked after the explanation of the figures, which Steven van Schilfgaarde is responsible for. 4. Annual accounts a. Notes to the 2016 annual accounts by Steven van Schilfgaarde (CFO) For the full notes of Steven, please refer to the YouTube link on Herman Stricker, admin. no wanted to know whether the figures had been discussed with the Supervisory Board and the Advisory Council and whether they had given their agreement. After this, the speaker asked whether they can also give a personal answer to this. Marcel van Zanten, admin. no asked for an explanation about the 11 million euro reorganization costs and the FTE decrease of 50 people. Jan Aarts, admin. no indicated that the annual report looks good but that it has not been read by many people. The speaker does not understand why members have not received a copy, referring to Steven van Schilfgaarde's remark that we have enough money. The speaker believes that the annual report was made for Royal FloraHolland itself and that it is unworthy of the cooperative. In the General Member s Meeting in June 2016, it was said that we are going back to the foundations of the cooperative, whereby we sell products for the highest possible price. The speaker sees little of this reflected in the annual report, only financially. The speaker continued his argument that Royal FloraHolland wants to be 90 percent sustainable and wonders whether this is for the members or for Royal FloraHolland itself. The 2020 program cost 50 million, but what is the result now? And then the clock. This has to go, but the speaker disagrees. The prices have now doubled as a result of the clock and if the clock is gone soon, the basis for pricing will also be gone. The speaker expressed his concern about the disappearance of the clock and indicated that if you take the clock away, you might as well put the location on the market place. If you look further into the annual report, the speaker stated, he believes there are too many participating interests, which concerns issues that are of no interest to us. Royal FloraHolland must interfere more with the cooperative, achieve the highest possible price and produce the best possible product. Jan Aarts, admin. no indicated that the members together have 22 million invested in the company and find it odd that they can t even be sent an annual report. You used to receive this and you could read the annual report. Now, there are people who don t know about it and that is not good.

3 Date 1 juni 2017 Page 3 of 8 b. Supervisory Board report in response to the 2016 annual accounts The chairman reported on behalf of the Supervisory Board and accounts on behalf of the Supervisory Board for the way in which the supervisory responsibility was taken in Please refer to YouTube on the complete text. The Supervisory Board has examined the FloraHolland 2016 annual accounts prepared by the Management Board and checked by the auditor. These annual accounts consist of the balance sheet as of December 31, 2016 and the profit and loss account for the 2016 financial year with an explanatory note. On the basis of the supervision it has exercised, the Supervisory Board endorses these annual accounts and has, therefore, signed off the report. The proposal was made to the General Members' Meeting to adopt the 2016 annual accounts, to discharge the Management Board of liability for the policy it pursued in the 2016 financial year, and to discharge the Supervisory Board with regard to the supervision it maintained thereupon. The Supervisory Board members expressed their appreciation of the Management Board and the employees for the results achieved and for the manner in which the company performed in Trial vote This trial vote revealed that all equipment was working properly. c. Allocation of 2016 net result Proposal: see explanation given with the invitation. The chairman gave members the opportunity to cast their vote, as explained. Decision agenda item 4c. 4, , With this result of 89.99% in favor the proposal regarding the 2016 net result was approved. d. Distribution of 1st annual instalment final balance depository receipt A Proposal: see explanation given with the invitation. The chairman gave a brief explanation of this new element. The chairman then gave members the opportunity to cast their votes. Resolution agenda item 4d. 4, , With this result of 98.45% in favor, the proposal for the payment of the 1st annual instalment final balance depository receipt A was approved.

4 Date 1 juni 2017 Page 4 of 8 e. Early payment of certificate B, 2019 and 2010 annual installments including final balance Proposal: see explanation given with the invitation. The chairman gave members the opportunity to cast their vote, as explained. Resolution agenda item 4e. 4, , With this result of 97.54% in favor, the proposal for the early payment of depository receipt B, 2009 and 2010 annual instalments including final balance was approved. f. Adoption of the 2016 annual accounts The chairman asked attendees to cast their vote on this agenda item. Resolution agenda item 4f. 4, , With this result of 91.29% in favor, the 2015 annual accounts were approved. g Discharge of liability of members of the Management Board Proposal to the members meeting to discharge the Management Board from liability for its policy in Resolution agenda item 4g. 3, , With this result of 82.86% in favor, the GMM granted discharge to the members of the Management Board. h. Discharge of members of the Supervisory Board A proposal was made to the Members Meeting to discharge the Supervisory Board from liability for supervision in Resolution on agenda item 4h. 3, , With this result of 83.28% in favor, the GMM granted discharge to the members of the Supervisory Board.

5 Date 1 juni 2017 Page 5 of 8 The chairman concluded this agenda item with the announcement that the term of two supervisory board members would expire at the end of this year. This concerns Cees van Rhijn (retiring and not eligible for re-election) and Jos van Elsgeest (retiring and eligible for re-election). The procedure for the follow-up of Cees van Rhijn, the chairman of our audit committee, has already started and a candidate will soon be presented to the GMM committee. Lidia Klaver, adm. no indicated that in the Netherlands tax must first be paid before you get the money back; this is for the members in Israel. 5. Developments in the sector and in the company Please refer to YouTube at a full explanation of this agenda item. Lidia Klaver adm. no does not understand the sheet with the graphs with the logistics ending times and the speaker also wants to know why there are no amounts listed in the turnover of the clock. Lucas invited Lex Ebus, interim chairman at the VGB, to explain the new vision of the VGB. Please refer to YouTube at a full explanation of this agenda item. 6. Any other business Willem van der Voort, admin. no indicated that at the beginning of the meeting the chairman indicated that written questions had been asked which would be answered during the meeting. The speaker thinks that this was rather limited. The first question concerns a specification of the nearly 60 million in 3 years time for the Strategy 2020 per sub-area and a look at the return on this. The second question concerned how many external parties have been working in the past three years and to what extent this has increased or decreased staff costs in relation to the number of dismissals. Koos Hogendoorn, admin. no endorses the ambition of Royal FloraHolland and the digitization project, but does believe we have to jointly conclude that the development has gone differently than predicted. The speaker noted that there is a difference in insight between Tomorrow's Auction from the perspective of buyers and of growers. The speaker is pleased that the abolition of the clock is completely off the table. This would pose a huge threat to our marketplace. Also, Today for Tomorrow auctioning does not have to be a hindrance. If customers want to pay for it, it can be put on the market tomorrow, provided it can be arranged digitally. But this does not allow for Tomorrow's Auction to be secured before the existing one. The customer is also prepared to pay for a smaller transaction. If he or she wants to have this delivered by tomorrow, under his or her terms, then there is also a corresponding payment behavior. Let us choose that approach and not waste too much time on the possibility, but first look at what the terms are in that case. In the past, at the end of the vegetable auction, the customer could once again physically bid on a cart; if he or she offered too little, he or she missed out on the purchase. Then you are not only dealing with the added value chain but also the added value at the beginning of the chain.

6 Date 1 juni 2017 Page 6 of 8 Jos Kester, admin. no has taken action with a number of members to help gain clarity into the plans of Royal FloraHolland. Plans that are being positively received, although Royal FloraHolland must be careful not to surpass its objective. Amazon is going to open nine thousand stores in North America. Seeing leads to buying; do not remove this important part from the core values, because the future of our cooperative depends on it. We no longer go to the auction with a cart or barge because we have other means for this. Digitization is not a goal but a means and facilitates parties who need it and parties that can not keep up with it will catch on by themselves. Even the biggest buyers and growers have indicated that they want the physical clock to remain. Whether this should be a national location is something we have to talk about. The speaker made a comparison with Brussels. An auction of 30 million where growers pay 4.4 percent. Royal FloraHolland charges 4.6 percent and then - looking at how the auction arranges its cost distribution - the speaker indicated that an internal study should be carried out to see where things are actually going wrong. Not within the industry and the growers but internally within the auction with regard to digitization as such. Also, the mismanagement of the past 15 years isn t something that can be caught up on in one day and the members and buyers shouldn t be burdened with it, but rather involved. A burden lead to mistrust and everything depends on confidence. If we aren t able to guarantee that trust within the cooperative, then we too are on the wrong track. Jan Aarts, admin. no referred to Cooperative 2020, which is carried out via smartphone. The speaker feels that we have been pushed in a certain direction with the questions asked. The questions were subsequently withdrawn, which ended with a different result. Attempting to push members in a certain direction with these sessions to answer the questions, is not a good idea. The speaker had another question, i.e. whether Royal FloraHolland is sufficiently secured against hacking. In conclusion, the speaker asked a question about the annual report and about depository receipts A and B. He read in the annual report that if you want to have A full, you can pay extra money into it yourself. Hermien Heimer, adm.no believes that Royal FloraHolland invests a great deal of money in research into the future. We now know what we have and we have to ensure that we continue to fully optimize this. We are the best sales point in the world in the trade of flowers and plants and we have to make sure that this remains the case. The speaker thinks that Royal FloraHolland is so occupied with the future and what might come our way and invests so much money into it that she wondered whether this was justified. The speaker auctions one month and a half a year and the system continue to change, while linguistically it is not understandable either. If we spend so much money on ICT, why can t this be arranged more practically? She made a suggestion: put together a panel and ask them if they can easily look this up on the website of Royal FloraHolland. Paul Barendse, admin. no wanted to know what Royal FloraHolland is doing with the 20 percent of our members and clients who are digitally handicapped. This group must be helped by Royal FloraHolland. The speaker also raised the issue of the digitization of the photos at the clock. He wants growers to continue to be able to physically bring their product to the clock, preferably with an auction system based on bidding up. The speaker also wanted to know why the members are being charged all

7 Date 1 juni 2017 Page 7 of 8 expenses. He referred to the auction and asked why the auction does not make photos of the products. The photos taken by the grower of the product often do not match the product on the day of the auction. This is punished with fines, and result in the grower no longer belonging to category A of reliable grower. In conclusion, the speaker wanted to know why the complaints can only be reported digitally and no longer by telephone. Koos Buis, admin. no. 52 indicated that 75 percent of voters do not know what they voted for. The invitation must be sent to the member personally. Sending a ballot to the company is fine. The speaker also indicated that the vision of Royal FloraHolland should be taken into consideration in Grow. Everyone must take note of this and must move along with the development of the company. Vd Linden, admin. no has to deal with trolleys that are being auctioned with loose trolley trays; one goes to buyer A and should actually go to buyer B, which results in him as a grower being corrected. The speaker wanted to know if this can not be done differently. Jelle Vreugdenhil, admin. no wanted to know, in the context of digitization, why there is no clock pre-sale in Eelde and at the florist clock. Jos Kester admin. no indicated that he has heard from several sources about trolleys that are kept behind at the Strijpzijde above on the roof and wanted to know if this is correct. The speaker is unhappy with the fact that Royal FloraHolland is not transparent about the question asked by Willem van der Voort with regard to costs. Royal FloraHolland always claims to be transparent, so the speaker thinks that the auction should be just that. Alderden, admin. no. 83 indicated that a great deal has already been said about digitization. The speaker indicated that it is a disgrace when you have everything digitally organized as a grower and then want to supply on Sunday evening in the Mother's Day week and that Royal FloraHolland has no trolleys available. The speaker doesn t believe the auction when it replies that is has done all it can to get the trolley capacity in order. This also happened in the Valentine s Day week, and in the Mother's day week before that. Three trips were made to the auction on Sunday evening with three loads and it was a mess all three times. In the end, there s the option to check with waste processing to see whether there are still a few trolleys. There are also a few trolleys in the returned flowers area. So you can have everything perfectly organized and then it all falls apart because of the trolleys. What is Royal FloraHolland going to do about this? Evert van Helvoort, admin. no returned the topic to the Cooperative 2020 session about which Mr Aarts asked a question. The speaker indicated that audit questions were asked and that it may therefore appear that it was guided. This is certainly not the case and as a management team, hundreds of hours have been put into the process and if this were not transparent and guiding we would not do this. 7. Developments in the cooperative An explanation by the chairman, on behalf of the Supervisory Board, to share their vision of the cooperative with those present. For the complete explanation of this agenda item, please refer to YouTube at

8 Date 1 juni 2017 Page 8 of 8 8. Conclusion (YouTube ) Jack Goossens looked back briefly at the topics discussed in this meeting. The attendees were thanked and invited to the subsequent drinks. There were stands where further information could be obtained. At the end of the meeting, those present were asked to return the voting boxes and smart card(s) prior to departure.