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Boskalis jaarverslagen 2012

Activities of the Supervisory Board

The Supervisory Board held five regular meetings with the Board of Management of the company and scheduled two additional meetings, of which one by conference call. The attendance rate at the meetings of the Supervisory Board is 92.86%. One member has been unable to attend two meetings due to personal circumstances and one member could not be present on one of the extra meetings due to other commitments. The Supervisory Board also met several times without the Board of Management being present. During the year under review no Supervisory Board members were absent from meetings due to a potential conflict of interest. The Supervisory Board held its meetings to discuss the annual and half-year results in the presence of the external auditor. During the year under review the General Meeting of Shareholders appointed Ernst & Young Accountants LLP as the company’s external auditor with effect from 1 January 2014.

Permanent items on the agenda of the Supervisory Board are: the development of the results, the balance sheet, the safety performance, and industry and market developments.

With regard to the market developments, the order book and potential large projects as well as the status of important contracted projects are discussed. During the year under review subjects discussed included the contracting of large projects such as the Suez Canal expansion in Egypt, the Wikinger wind farm project in Germany, the IJsseldelta project in the Netherlands and the salvage of the jack-up platform Perro Negro off the coast of Angola and the car carrier Baltic Ace in the North Sea, as well as the execution of projects such as the Hondsbossche and Pettemer Sea Defense in the Netherlands, Malampaya in the Philippines, Superporto do Açu in Brazil and Lelydorp in Suriname. Furthermore also the settlement effects of projects, which were already technically concluded, like the Gorgon project in Australia, have been discussed. In these discussions the Supervisory Board devoted attention to the various operational, geopolitical and financial risks, and, where applicable, judged provisions made by the Board of Management.

Other topics under scrutiny in 2014 included the corporate budget, liquidity, acquisition and investment proposals, the organizational structure and the stafing policies.

Special attention was paid to the company’s policy on safety, health and the environment as well as the societal aspects of doing business.

With regard to the safety policy the Supervisory Board was given a presentation on the development and further rollout of the company’s safety program NINA (No Injuries No Accidents) and discussed the way this program will be implemented at the new business units of the company.

Attention was also paid to corporate social responsibility, with a comprehensive discussion by the Supervisory Board of the Boskalis Corporate Social Responsibility report. In this context the Supervisory Board also monitored the further rollout of the procedures connected with anti-corruption legislation as well as the introduction of new agent contracts.

The Supervisory Board examined the company’s strategy and the risks associated with it. During the year under review a separate meeting of the Supervisory Board was organized to discuss the new Corporate Business Plan of the Board of Management. After approval by the Supervisory Board the strategy was incorporated in the new Corporate Business Plan for 2014-2016. The Audit Committee regularly assessed the structure and operation of the internal risk management and control systems associated with the strategy and discussed these with the Supervisory Board. No signi.cant changes were made to the internal risk management and control systems during the year under review. In this context the Supervisory Board devoted attention to the company’s overall insurance situation, following the integration of SMIT, MNO Vervat, Dockwise and Fairmount. Further information about the company’s risk management can be found at pages 49 to 54 of this annual report. Furthermore the Supervisory Board discussed the company’s new organizational structure as one of the elements of the Corporate Business Plan.

In 2014 the Supervisory Board gave consideration to the acquisition of the activities of Fairmount and the conclusion of a joint venture agreement with SAAM for the joint operation of harbour towage activities in Canada, Central and South America, as well as the intended transaction to continue the harbour towage operations in Germany, the Netherlands, Belgium and London with Kotug. In addition a great deal of attention was paid to the acquisition of a strategic stake in Fugro N.V. The activities of Fugro are consistent with the company’s strategy and are a good fit with Boskalis’ operations. During the year under review the share buy-back program proposed by the Board of Management to acquire its own shares in the company was also a topic of discussion of the Supervisory Board. On 13 May 2014 the General Meeting of Shareholders authorized the repurchase of up to 10% of the company’s total issued share capital in the period 2014-2016. The program is subject to the development of the financial results and to the desired balance sheet ratios being maintained.

During the year under review the Supervisory Board paid a working visit to Qatar. During this visit the Supervisory Board familiarized itself with the activities of the various Boskalis business units in the Middle East, including Smit Lamnalco. In the course of doing so extensive attention was paid to the market trends and possible new projects in the region. In addition the Supervisory Board visited the project The Base in Doha, where the company is constructing two navigation channels. The chairman of the Supervisory Board also paid a visit to the Dockwise vessel the Vanguard.

A number of Supervisory Board members met with the Works Council to discuss the results, the corporate strategy, the market developments and the current situation in relation to the pension funds as well as the effects of the integration with MNO Vervat and Dockwise.

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