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Boskalis jaarverslagen 2012

Corporate Governance

Management and reporting

Boskalis operates a two-tier board model, which means that management and supervision are segregated. The Board of Management is responsible for the day-to-day management of the business, and for setting out (and realizing) the company’s long-term strategy, managing the associated risks, the result and entrepreneurial aspects relevant to the business. The Board of Management is responsible for establishing the company’s objectives, implementing its business policies and for the resulting performance.
The Board of Management is accountable to the Supervisory Board and the General Meeting of Shareholders. In performing its tasks, the Board of Management is guided by the interests of the company and its activities, and takes into account any relevant interests of stakeholders involved with the company. The Supervisory Board is responsible for supervising management performance and advising the Board of Management. At Boskalis, there is close collaboration between the Supervisory Board and its committees, the Board of Management and the stakeholders. The Board of Management and the Supervisory Board, pursuant to their own specific duties, are jointly responsible for looking after the interests of our stakeholders; during the course of their work, they focus on the societal implications of entrepreneurship that are relevant for the company.

Providing the most sustainable solutions possible for our clients is a part of the corporate strategy. The remuneration policy and its components is derived directly from the Boskalis strategic agenda. In addition to economic objectives, it also includes sustainable objectives such as safety and human resource development. The 2014 Remuneration Report states that these CSR factors are part of the long-term corporate objectives. The external auditor is involved with the determination of remuneration and ensures that the procedures drafted for this purpose are correctly applied.
For further details, please read the Remuneration Report on our corporate website www.boskalis.com

The Board of Management is responsible for the company’s CSR policy. The Board of Management seeks advice and information from the following task forces and officers. Two task forces advise the Board of Management about environmental performance: the Energy Management Task Force and the Eco-Engineering Task Force. In addition, the matter of safety has absolute priority in our organization. The Board of Management is closely involved in this topic, and it seeks advice and information from the SHE-Q department. With regard to the HR and society-related objectives, the Board of Management seeks advice from the HR director and the director of IR & Corporate Communications respectively. For supply chain-related matters, the Board of Management seeks advice from the heads of the business units and relevant staff departments.

The CSR policy is evaluated annually. The outcome determines our strategic priorities and objectives, which topics are of material importance, and which performance indicators are relevant for inclusion in our CSR Report. The report is subject to approval by the Board of Management of Boskalis and its contents are discussed in their entirety with the Supervisory Board.

For the 2014 reports of our Supervisory Board and our Board of Management, our corporate risk management and governance policy and our organization, including the composition of our 
Board of Management and Supervisory Board, please refer to our 2014 Annual Report, pages 22-26, 30-59 and 138-140 respectively, and our corporate website www.boskalis.com.

General business principles

Our Statement of General Business Principles governs our social, societal, environmental, and economic responsibilities. It is based on international guidelines such as the United Nations Universal Declaration of Human Rights.
Boskalis accepts responsibility for matters within its sphere of influence. National legislation and regulations apply in the countries where Boskalis operates. Boskalis refrains from cultural judgments and acts as a good citizen or guest. Boskalis does not engage in business in countries subject to international, or relevant national, embargoes. Boskalis conducts an assessment of its general business principles at least every two years.
The full text of our Statement of General Business Principles can be downloaded from our corporate website: www.boskalis.com/csr.

Integrity

We do not accept, pay or request bribes or other favors for the purpose of acquiring or bestowing any improper business, financial or personal advantage. We provide our staff with targeted information about regulation and legislation with regard to bribery and corruption such as those enshrined in the UK Bribery Act. Furthermore, we respect intellectual property rights and abide by the principles of fair competition by complying with relevant competition laws.

Agent contracts

In many countries where Boskalis works, it is not possible to be.active without a local partner or sponsor. The procedures governing those relationships are set out in contracts. With the help of external legal advisers, the company conducted an additional assessment of the agent contracts in 2013 and revised.them accordingly. The evaluation did not identify any irregularities. In addition, a new standard agreement was drafted and implemented. The audits conducted by our external auditor include an assessment of the agent contracts.

Whistleblower protocol

Boskalis also has a whistleblower protocol that applies to Boskalis employees reporting alleged misconduct in the company. The term ‘alleged misconduct’ refers to any area of a general, financial, operational or personal nature that is not in conformity with the Boskalis Code of Conduct. A confidential contact person has been appointed for the purposes of the whistleblower protocol. The confidential contact person will immediately initiate the relevant procedures when a report is made and decide which actions are appropriate and necessary. An employee reporting misconduct covered by the whistleblower protocol will not suffer any legal consequences as a result. The whistleblower protocol can be found on the corporate website www.boskalis.com.

Main figures and results for 2014

For information about the key figures and results for 2014, and the company’s outlook, we refer you to our 2014 Annual Report, and in particular the Report of the Board of Management (pages 30-59), the  Financial Statements (pages 61-131) and the Ten-Year Overview (page 134).

Tax payments

We believe that a coherent and responsible position on tax is an important element of our CSR strategy. In that context, we have adopted the following tax principles.

Compliance

Boskalis follows the statutory regulations relating to tax payments and, worldwide, we paid an average of some 15 per cent tax on average over the last five years in more than 40 tax jurisdictions, including more than 10 developing countries. Compliance is monitored within a Tax Control Framework.

Business rationale

Tax follows business and profit is allocated to countries in which value is created in accordance with domestic and international rules and standards and applying the arm’s length principle. Boskalis does not seek to avoid taxes through “artificial” structures in tax haven jurisdictions.

Relationship with tax authorities

We seek an open and constructive dialog with tax authorities on the basis of disclosure of relevant facts and circumstances. We aim to enhance clarity and upfront certainty around tax and have covenants in place with Dutch tax authorities.

Transparency

We are transparent about our approach to tax and our tax position. Disclosures are made in accordance with the relevant domestic regulations, as well as applicable reporting requirements and standards such as IFRS.

Certification

Certification shows that we comply with internationally recognized management, environmental and safety standards. Virtually all Boskalis business units are certified according to ISM, ISO 9001, ISO 14001 and OHSAS 18001, or VCA for our Dutch companies. For a list of the various certificates we hold, please refer to the appendix accompanying this report.
In addition, the BREEAM certification for our offices in Papendrecht, The Netherlands was discussed in 2014. BREEAM is.an assessment and certification method for the sustainability performance of buildings. Certification primarily addresses the process of creating furthering awareness of energy consumption and sustainability among the users of a building. We have looked at how we can prepare for the certification and our objective is to obtain this at the two-star level in 2015 for the three main office buildings in Papendrecht.

Benchmarks

Boskalis sustainability performance has been appraised using a range of benchmarks in 2014 and approved by various bodies.

  • Boskalis once again obtained certification for level 5, the highest level of the CO2 performance ladder in the Netherlands.
  • The NEVI (the Dutch Association for Procurement Management) granted us the Dutch Sourcing Award in the category ‘Sustainability’ and in the ‘Overall’ category for setting an example for other companies.
  • We finished in 45th place on the listing of 430 invited companies on the Transparency Benchmark of the Dutch Ministry of Economic Affairs in the Netherlands.
  • Once again, we participated in the Carbon Disclosure Project, a disclosure platform focused on emissions which is made available to subscribed investors.
  • The VBDO (the Association of Investors in Sustainable development in the Netherlands) has ranked us 24 in their Responsible Supply Chain Benchmark.
  • The Shipbreaking Platform recognizes us as an industry leader for our sustainable ship dismantling program. They were also involved in 2014 in our work on a Mexican yard to ensure that it complied with our strict standards. (See Case: Sustainable Ship dismantling in this report.)
  • The Boskalis Beach Cleanup Tour was awarded the SponsorRing in the Society category. The SponsorRing is an annual award for the best sponsorship initiatives in the Netherlands.
  • In addition, we received a range of safety awards. For an overview, please see the chapter on Safety in this report.

There is growing interest in our company in other benchmark surveys. Some of these use the Global Industry Classification Standard (GICS), in which Boskalis is classified as a Construction & Engineering Company. This can result in some difficult dilemmas because our profile, for instance in the use of raw materials, does not match this generic classification. In consultation with the analysts, we are continuing to point out the unique nature of our business.
The outcome of both the dialogues with our stakeholders and the benchmarks are taken into account in our annual review of our CSR policy and CSR reporting.

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