Beter Bed Holding

Annual Report 2014

Activities of the Supervisory Board

In 2014 the Supervisory Board was again closely involved in developments related to Beter Bed Holding and its subsidiaries. During the reporting year, the Chairman regularly liaised with the Management Board in preparation for the meetings between the Supervisory Board and the Management Board. The former met with the latter on six occasions. Furthermore, the Supervisory Board also held one conference call with the Management Board and convened privately on two occasions.

The Supervisory Board received regular, timely, detailed verbal and written updates from the Management Board throughout the year.

Naturally, extensive attention was paid to the operating results of the various formulas and the group, and especially to the refocusing of the Beter Bed and Beddenreus formulas, developments in Germany and Spain and the omni-channel strategy. The logistics strategy for the Netherlands was also reviewed and the expansion policy was discussed.

In addition, the Supervisory Board visited the updated Beter Bed formula and held talks with the Works Council and the Tax inspector.

The company met with the external auditor on two occasions. In March 2014 they discussed the results for 2013 and the audit findings. The half-year results were discussed in August 2014, along with the results of the audit of the half-year results conducted by the external auditor.

In the autumn, the Supervisory Board conducted a process, in consultation with the Management Board, with a view to arriving at the nomination of an auditor to be newly appointed in the Annual General Meeting of Shareholders on 19 May 2015. This process was finalised in March 2015.

The budget for 2015, which was discussed during the meeting of 17 December 2014, sets out the company’s operational and financial targets, along with the policy that should ensure that these targets are achieved.

The performance of the Supervisory Board and that of the individual Supervisory Directors, the relationship with the Management Board and the composition of the Supervisory Board were discussed in closed meetings. The performance of the Management Board and the employee benefits policy were naturally on the agenda as well.

After an explanation provided by its Audit Committee, the Supervisory Board discussed the update of the risk assessment process with the Management Board. We believe that the procedures related to risk analysis, risk management, risk control and audits by the external auditor with respect to the AO/IC (Administrative Organisation and Internal Control) provide sufficient certainty for the in-control statement relating to the performance of the risk control and risk management system.