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Head NV Corporate Governance Guidelines the Supervisory Board

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Head NV Corporate Governance Guidelines the Supervisory Board Head N.V. Corporate Governance Guidelines The supervisory board (the ”Supervisory Board“) of Head N.V. (the “Company”) has adopted these corporate governance principles set forth below as a framework for the governance of the Company. These Guidelines should be interpreted in the context of all applicable (Dutch, US and Austrian) laws and the Company’s Articles of Association and are not intended to create legally binding obligations. 1. Supervisory Board Director Qualifications 1.1. Size, Composition and Membership Criteria The Company’s Supervisory Board consists of a number of Supervisory Board Directors divisible by three, provided that it has at least to consist of a minimum of three Supervisory Board Directors. Due to the fact that the Company is a “controlled company” as defined in the NYSE Corporate Governance Rules the Company needs not to comply with the requirements of section 303 A. 01, .04 or .05, which require that listed companies have a majority of independent directors, a Nominating/Corporate Governance Committee and a Compensation Committee respectively. The Company has not set up a Nominating/Corporate Governance Committee or a Compensation Committee. 1.2. Appointment One third of the Supervisory Board Directors will be appointed by the Stichting Head Option Plan (“Stichting”). The Stichting is a Dutch foundation, the board of which is currently controlled by Head Sports Holding N.V., an entity controlled by the Company’s CEO and his family members. The other Directors of the Supervisory Board are appointed by our shareholders at the general shareholders’ meeting from a list of nominees drawn up by the Stichting. Any proposal or nomination of a candidate for appointment to the board must state the candidate’s age, his occupation, his ownership (if any) of shares in the Company, other relevant positions currently or previously held and the names of other corporations in which he serves as a supervisory director. The reasons for the proposal or nomination must be given. In the event of reappointment of a Supervisory Board Director the proposal or nomination needs to state how the Supervisory Board Director performed during his previous appointment. Our shareholders may however decide at the general shareholders’ meeting, by a resolution adopted by a two-thirds majority vote that a given list of nominees drawn up by the Stichting will not be binding. In the event the Stichting makes a non-binding nomination, our shareholders may at a general shareholders’ meeting elect persons to the Supervisory Board not nominated by the Stichting by a resolution adopted by the affirmative vote of two-thirds of the votes cast. 1.3. Independence criteria All directors who serve on the Supervisory Board are “independent” pursuant to the criteria for independence required by the New York Stock Exchange criteria. None of the Supervisory Board Directors are employees of our Company, have received any material direct compensation (other than director or committee fees) or have any other material relationship with our Company. The members of the Supervisory Board perform their duties without a mandate and independently of the subsidiary interests connected with the Company. The Supervisory Board shall be composed in such a way that the members operate independently and critically in relation to each other and the Board of Management. 1.4. Suspension and Removal. Retirement Directors of the Supervisory Board appointed by the general shareholders’ meeting may be suspended or removed from the Supervisory Board at any time by a majority vote of our shareholders. A suspension or removal not proposed by the Stichting may only be decided at a general shareholders’ meeting by a resolution adopted by a two- thirds majority vote. A Supervisory Director appointed by the Stichting may be suspended or removed by the Stichting at any time. The Supervisory Board Directors appointed by the general shareholders’ meeting shall retire periodically in accordance with the rotation plan to be drawn up by the Supervisory Board. According to the Supervisory Board’s By-laws a member of the Supervisory Board shall resign no later than at the time of the general meeting following the day, four years after his last appointment and may always be reappointed. 1.5. Membership of Other Boards Supervisory Board Directors must inform the Chairman of the Supervisory Board in advance of accepting an invitation to serve on another public company board. 2. Director Responsibilities 2.1. General It shall be the duty of the Supervisory Board to supervise the Board of Management’s management and the general course of affairs in the Company and in the business conducted by it. The Supervisory Board shall advise the Board of Management. In performing their duties the Supervisory Directors shall act in accordance with the interests of the Company and of the business conducted by it. The powers of the Supervisory Board are vested in the Supervisory Board as a body and are exercised with collective responsibility. The Supervisory Board may appoint from amongst its Directors a “Delegate Supervisory Board Director” who will especially be charged with the day-to-day contact with and supervision on the Board of Management in all matters related to the Company. The Supervisory Board may also delegate, under its own responsibility, certain of its powers to the Delegate Supervisory Board Director. The Board of Management shall contact and consult in the extent possible the Delegate Supervisory Board Director in all important matters. The Stichting shall elect from time to time from among the members of the Supervisory Board a “Chairman”. If the Chairman is absent or is prevented from performing this duties, he shall be temporarily replaced by a “Vice Chairman” to be elected by the Stichting from time to time from among the members of the Supervisory Board. All duties imposed upon the Chairman will in such event be exercised by the Vice Chairman. If both the Chairman and the Vice Chairman are absent or are prevented from performing their duties, the Stichting will elect another person. The Supervisory Board appoints a secretary from among or outside its members and makes arrangements for his replacement. 2.2. Meetings Supervisory Board Directors are expected to prepare for and use reasonable efforts to participate in all meetings of the Supervisory Board. Information and data that are important to the understanding of the business to be conducted at a Supervisory Board meeting should, to the extent practical, be distributed in writing to the directors sufficiently in advance of the meeting to permit meaningful review, and directors are expected to review in detail the provided materials in advance of each meeting. The Supervisory Board meets as often as it deems necessary but at least once a year and will conduct its affairs in accordance with the By-laws of the Supervisory Board. At least once a year the Supervisory Board meets for executive sessions without management. The Supervisory Board shall meet together with the Board of Management as often as the Supervisory Board or Board of Management deems it necessary and shall meet whenever its Chairman or two other members of the Supervisory Board so request. Minutes shall be kept by the secretary of the proceedings of meetings of the Supervisory Board and adopted by the Chairman and his secretary at the same meeting or in a following meeting. 2.3. Special Duties Not later than 5 months after the end of the financial year, the Board of Management shall submit the annual accounts and the annual report to the Supervisory Board. The annual accounts and the annual report on the previous financial year shall be discussed in a joint meeting to be held no later than in the month of May. The Supervisory Board shall present its report on the annual accounts to the general shareholder’s meeting. The annual accounts shall then be adopted by the general shareholders’ meeting. The Supervisory Board Directors and the members of the Board of Management have the right to advise the general shareholders’ meeting. The Chairman of the Supervisory Board carries primary responsibility for the proper performance of the Supervisory Board. The Chairman plays an active role in the event of problems related to the performance of a member of the Supervisory Board, internal disputes or a conflict of interests of one or more members, as well as in the determination of whether such circumstances call for premature resignation. The specific duties of the Chairman are: - Conducting the chairmanship of the Supervisory Board - Consulting with the external advisors appointed by the Supervisory Board - Chairing the meetings of shareholders Subject to all decisions and resolutions adopted by the Supervisory Board, the Chairman shall represent the Supervisory Board in all matters. A member of the Supervisory Board shall immediately mention any potential conflict of interests to the Chairman and the Management Chairman, who shall jointly with the Management Chairman prepare the decision-making. If it is a random incident, non- participation in the deliberations and decision-making regarding the point in question will generally suffice. However, the principle of reasonableness and fairness may require that more far-reaching measures be taken. 2.4. Resolutions All resolutions of the Supervisory Board shall be adopted with a simple majority of the votes cast. Each member of the Supervisory Board is entitled to cast one vote. The Supervisory Board may also take decisions outside a meeting, provided the proposal concerned is submitted to all Supervisory Directors and none of them objects to this manner of taking decisions. The Supervisory Board, in agreement with the Board of Management, is entitled to require resolutions of the Board of Management to be subject to its approval. 3. Director Remuneration Any remuneration paid to the Supervisory Board is determined by the general shareholders’ meeting.
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