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.