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Boskalis jaarverslagen 2012

Core committees

The Supervisory Board has instituted three core committees – the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. They performed their tasks as follows:

Audit Committee:

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Members of the Audit Committee

At the beginning of the year under review the Audit Committee consisted of two members: Mr. Niggebrugge (chairman) and Mr. Van Wiechen. On 13 May 2014 Mr. Hessels was appointed as third member of the Audit Committee. Mr. Niggebrugge ful.lls the role of financial expert in the Audit Committee.

Duties and responsibilities of the Audit Committee

The main duties of the Audit Committee are to advise the Supervisory Board on:

  • Supervising, monitoring and advising the Board of Management concerning the operation of the internal risk management and control systems, including the supervision of compliance with the relevant legislation and regulations, and supervision of the operation of the codes of conduct.
  • Supervising the provision of financial information by the company, the tax planning, the application of information, communication and communication technology, and the financing of the company.
  • Maintaining regular contacts with the external auditor and supervising the relationship with the external auditor as well as the compliance with and implementation of the external auditor’s recommendations.
  • Nominating an external auditor for appointment by the General Meeting of Shareholders.
  • The financial statements, the annual budget and significant capital investments by the company.
  • Supervising the functioning of the internal audit function.

Activities during 2014

The Audit Committee in full met on three occasions during 2014. Regular topics discussed during these meetings included: the 2013 .nancial statements, the (interim) financial reporting for the 2014 financial year, the results relating to large projects and operating activities, developments in IFRS regulations, in particular those relating to joint venture accounting, risk management and control, developments in the order book, share price developments, the repurchase of the company’s shares, the financing and liquidity of the company and cost control.

Other topics of discussion included the impact of the situation on the .nancial markets, insurance matters, the company’s tax position, the internal control procedures and administrative organization, the relevant legislation and regulations and the Corporate Governance Code. The follow-up of the Management Letter issued by the external auditor as part of the audit of the 2013 financial statements was also discussed.

In addition, the Audit Committee focused more speci.cally on the refinancing of the company and the transfer of the administration of the pension scheme from the company pension fund to the multi-sector pension fund PGB. Extra attention was also paid to the further strengthening and integration of the accounting and reporting processes and systems within the group in the context of the acquisitions made in recent years.

Together with the internal auditor the Audit Committee discussed the activities performed by the internal auditor during 2014 as well as the internal Audit Plan for 2015.

In addition to the chairman of the Board of Management and the Chief Financial Officer, the Group Controller and the external auditor were also present at the meetings of the Audit Committee.

During the year under review meetings were also held with the external auditor without the company’s Board of Management being present. The Audit Committee discussed the audit fees and the audit approach with the external auditor. The Audit Committee also established the independence of the external auditor.

Reports and .findings of the meetings of the Audit Committee were presented to the entire Supervisory Board.

Remuneration Committee

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Members of the Remuneration Committee

The Remuneration Committee consists of two members: Mr. Van Woudenberg (chairman) and Mr. Kramer.

The Remuneration Committee regularly avails itself of the services of an independent remuneration adviser selected by the Supervisory Board, and ascertained that this remuneration adviser does not provide advice to the members of the Board of Management.

Duties and responsibilities of the Remuneration Committee

The Remuneration Committee performs the following duties:

  • Submitting proposals to the Supervisory Board concerning the remuneration policy to be pursued for the members of the Board of Management. The policy is submitted to the General Meeting of Shareholders for approval.
  • Investigating whether the agreed remuneration policy is still up to date and if necessary proposing policy amendments.
  • Submitting proposals to the Supervisory Board concerning the remuneration of individual members of the Board of Management (in accordance with the remuneration policy adopted by the General Meeting of Shareholders).
  • Preparing the remuneration report on the remuneration policy pursued, subject to adoption by the Supervisory Board.

Activities during 2014

The Remuneration Committee met on two occasions during 2014, with both members attending all the meetings. In addition the Committee also held regular consultations outside these meetings. Further details of the activities of the Remuneration Committee can be found in the 2014 Remuneration Report.

Reports and findings of the meetings of the Remuneration Committee were presented to the entire Supervisory Board.

Remuneration policy for the Board of Management

The remuneration policy for the Board of Management was adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011. The remuneration policy is consistent with the strategy and core values of Boskalis, which are centered on long-term orientation and continuity, and take into account the interests of Boskalis’ shareholders, clients, employees as well as the ‘wider environment’. Throughout 2014 the remuneration policy was executed in accordance with the remuneration policy as adopted by the Extraordinary General Meeting of Shareholders. The full text of the Remuneration policy as well as the Remuneration Report 2014 can be found on the website.

Remuneration policy for the Supervisory Board

The remuneration policy for the Supervisory Board was adopted by the General Meeting of Shareholders on 10 May 2012. During the year under review the remuneration policy was executed in accordance with the remuneration policy as adopted. The Remuneration Report 2014 can be found on the website.

Selection and appointment Committee:

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Members of the Selection and Appointment Committee

The Selection and Appointment Committee consists of two members: Mr. Hessels (chairman) and Mr. Van Woudenberg.

Duties and responsibilities of the Selection and Appointment Committee

The duties of the Selection and Appointment Committee concern the following matters:

  • Drawing up selection criteria and appointment procedures with respect to members of the Supervisory Board and members of the Board of Management of the company.
  • Conducting a periodic assessment of the size and composition of the Supervisory Board and the Board of Management and drawing up the profile.
  • Conducting a periodic assessment of the functioning of individual members of the Supervisory Board and Board of Management and reporting thereon to the Supervisory Board.
  • Proposing appointments and re-appointments.
  • Supervising the policy of the Board of Management with respect to selection criteria and appointment procedures for the senior management of the company.

Activities during 2014

In 2014 the Selection and Appointment Committee held one meeting in full. In addition, the Committee consulted by telephone on several occasions. During the year under review, the Selection and Appointment Committee discussed a balanced composition of and succession planning for the Board of Management and the composition and size of the Supervisory Board, bearing in mind the Board’s pro.le and retirement rota.

According to the Supervisory Board retirement rota, the term of office of Mr. Hazewinkel ended in 2014. The Supervisory Board simultaneously informed both the shareholders and the Works Council of the resulting vacancy. Mr. Hazewinkel let it be known that he was available for re-appointment. The Supervisory Board proposed to the General Meeting of Shareholders that Mr. Hazewinkel be re-appointed to the Supervisory Board. The proposal to re-appoint rested on the fact that Mr. Hazewinkel has extensive experience as a member of the Supervisory Board and puts this membership into practice with great expertise. The recommendation to re-appoint Mr. Hazewinkel was in accordance with the law and the company’s Articles of Association. The recommendation to re-appoint Mr. Hazewinkel had the full support of the Works Council. On 13 May 2014, the General Meeting of Shareholders re-appointed Mr. Hazewinkel for a period of four years.

Furthermore, the Selection and Appointment Committee discussed the extension of the term of appointment of Mr. F.A. Verhoeven as a member of the Board of Management. The Supervisory Board adopted this proposal and, having sought the opinion of the General Meeting of Shareholders, on 13 May 2014 extended Mr. Verhoeven’s appointment to the Board of Management until the General Meeting of Shareholders in 2016.

A further topic of discussion was the re-appointment of Mr. T.L. Baartmans as a member of the Board of Management. The experience of Mr. Baartmans and the competent and conscientious way in which he performs his job led the Supervisory Board to decide to submit the proposed resolution to re-appoint Mr. Baartmans for a period of four years for discussion by the General Meeting of Shareholders to be held on 12 May 2015.

Reports and findings of the meetings of the Selection and Appointment Committee were presented to the entire Supervisory Board.

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