Corporate governance
Investment company Triton has been majority shareholder in Unica since 2017. Alongside Triton, the Van Vliet family, the founders of the company, are still closely involved with Unica as major shareholders.
The Board of Directors, with two members, determines policy at Unica. The three-member Supervisory Board (RvC) supervises the implementation of the policy and is an advisor towards the Board of Directors. The Executive Committee (ExCo), which includes representatives of the nine business clusters and all shared services and the Board of Directors, is responsible for the coordination of the organisation. There are also regular constructive consultation meetings with the Works Council.
The structure regime reported in previous years to the trade register was introduced in November 2021.
Shareholders
With its current shareholders, Unica is able to combine its glorious history as a family-owned Dutch company with the professional support of the Triton team. The expertise and experience of Triton are deployed in a number of areas with a view to further improving operations, while carefully guarding the standards and values that so typify the historical character of the company. Cooperation with the Board and the shareholders was excellent in 2022, and the shareholders demonstrate considerable confidence in the strategy of Unica. The growth Unica aims to achieve ties in with the objectives of the shareholders.
Board of Directors and Supervisory Board
The Board of Directors remained unchanged in 2022 and consisted of John Quist (CEO) and Ron van Laar (CFO) throughout the entire financial year. John Quist has been CEO at Unica since 2021 while Ron van Laar was appointed CFO in 2014. The Supervisory Board also saw no changes in 2022. The Supervisory Board consists of Michiel Jaski (chair), Luc Hendriks and Henk ten Hove. Michiel Jaski and Luc Hendriks were reappointed for a further period of four years in 2021, and Henk ten Hove was reappointed for a period of four years in 2022. The report from the Supervisory Board on 2022 can be found here.
In any future changes to the composition of the Board, Unica will continue to strive for a more balanced representation of men and women.
Joint Works Council
With the foundation of a Joint Works Council in 2022, Unica took the next step in improving employee representation.
The Joint Works Council represents all clusters and means that the Works Councils at companies that have been acquired over the past few years once again have a role in employee representation within Unica. Employees of the acquired companies can now contribute ideas to the Board of Directors of Unica and are able to communicate at the appropriate level about company policy and employee interests. Each cluster is allocated a number of seats on the Joint Works Council according to the number of employees. In 2022, the Joint Works Council comprised eighteen members.
The integrated Works Councils will continue to exist in the form of a Component Committee from which they represent the specific interests of the employees of their company. With every integration, a transition covenant is signed with specific agreements. In 2022, Unica ICT Solutions, Van Kempen Koudetechniek and Gerco Brandpreventie signed up to the Joint Works Council. Pranger-Rosier Installaties continues to have its own Works Council. The intention is to allow the Joint Works Council to continue to grow in 2023, alongside the remaining employee representation bodies.
When it comes to implementing policy, the management of Unica consults both formally and informally with the Joint Works Council. Thanks to constructive cooperation with the Board of Directors amongst others, the Joint Works Council was able to agree with and issue well-argued advice on a number of policy developments. The report from the Joint Works Council can be found here.
Acquisitions
During the reporting period, no major changes took place in the share structure of the Unica Groep, with the exception of the expansion of the group of companies through a series of acquisitions. In 2022, the operating companies E.A.L. Electronic Application Laboratory (Apeldoorn) BV and Working Spirit ICT BV became part of Unica. The remaining shares in Synto BV (20%) were also acquired in 2022.
