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Boskalis jaarverslagen 2012

Corporate governance

The Board of Management and the Supervisory Board are jointly responsible for looking after the interests for our stakeholders.

Application at Boskalis

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 along with the associated risks, the results and entrepreneurial matters relevant to the company. 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 parties involved with the company.

The Supervisory Board is responsible for supervising management performance and advising the Board of Management. The Supervisory Board is supported in its work by three so-called core committees: the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. For a summary of the activities of the Supervisory Board and its committees in 2014, please refer to the chapter on the Core Committees.

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 are jointly responsible for looking after the interests of our stakeholders, which includes creating shareholder value in the long term.

Our stakeholders are those groups and individuals that directly or indirectly influence the company’s activities, or are influenced by them. They include the employees, shareholders and other .nanciers, suppliers, clients, government bodies, educational and knowledge institutes, industry and society associations (including NGOs) and the communities in which Boskalis operates.

At least one General Meeting of Shareholders takes place every year. Its tasks include the adoption of financial statements and it holds authority with regard to the appointment and dismissal of Supervisory Board members.

The interests of employees are promoted by the Works Council, which provides ongoing employee representation as required under the Dutch Works Councils Act. It is the task of the Works Council to ensure that management objectives correspond to those of the employees.

The general standards and values relating to our business activities are set out in the General Code of Business Conduct and the Supplier Code of Conduct. In these codes the main principles are laid down on how employees and suppliers of Boskalis should conduct themselves with regard to, for example, legislation and regulations, human rights, anti-corruption, competition, the environment, staff and quality. Both codes can be found on the company’s website. The General Code of Business Conduct and the Supplier Code of Conduct were revised in early 2014 in line with the periodical evaluation as set out in these documents. In addition, the core values and rules for safety at work are set out in our safety program, NINA (No Injuries No Accidents). The Board of Management regularly stresses the importance of complying with the General Code of Business Conduct and the NINA principles. The Board of Management also provides employees with the opportunity to report any alleged irregularities of a general, operational or financial nature to an independent con.dential counselor, without jeopardizing their legal position.

Compliance

The Dutch Corporate Governance Code (the “Code”) applies to all Dutch companies listed on the stock exchange and comprises a code of conduct for governance best practice. This Code includes both speci.c principles and best practice provisions, as well as guidelines for their proper supervision.

Boskalis subscribes to the notion that a sound and transparent system of checks and balances is key to maintaining confidence in companies operating on the capital market. Boskalis believes clarity and openness in accountability and supervision are the cornerstones of good management and entrepreneurship.

As required since the introduction of the Code in 2004, Boskalis published an ‘Apply or Explain’ report that sets out how the principles and best practice provisions are applied at Boskalis.

This report is available on the website and copies can also be requested from the company.

Boskalis subscribes to and applies all the principles and best practice provisions contained in the Corporate Governance Code, with the exception of the following provisions:

  • In deviation of best practice II.1.1., the chairman of the Board of Management has been appointed for an indefinite period. This appointment predates the introduction of the Corporate Governance Code. His contract with the company was also entered into prior to the introduction of the Corporate Governance Code and applies for an indefinite period. Boskalis does apply the best practice provision to the other members as well as future members of the Board of Management.
  • The contracts between the company and two members of the Board of Management deviate from best practice provision II.2.8. The contract of the chairman of the Board of Management provides for a severance payment equal to 18 months and the contract of the Chief Financial Officer provides for a 24-month severance payment. Boskalis does apply the best practice provision to the contracts of all other members as well as future members of the Board of Management.

The composition and size of the Board of Management are based on the profile and strategy of the company. The expertise, experience and various competencies of the members of the Board of Management should contribute to this profile and strategy. In the year under review the combination of these elements resulted in the four members of the current Board of Management being male, meaning that the Board of Management, partly due to the nature of the company, is a reflection of the majority of company’s employee population. When drafting the profile for new members of the Board of Management emphasis will be placed on diversity in view of the objective of achieving a balanced gender representation on the Board of Management.

The composition and size of the Supervisory Board are also based on the company’s profile and strategy. As stated in the Profile drawn up by the Board of Management, the expertise, experience and various competencies of members of the Supervisory Board should contribute to proper supervision of the company’s management and general performance. In the year under review, the combination of these elements resulted in the six members of the current Supervisory Board being male. In view of the objective to achieve gender balance, the Supervisory Board has added to the Profile that every effort will be made to achieve a balanced composition, where possible in terms of both age and gender. The Supervisory Board has the specific objective of appointing a female member to its ranks per 2015.

For appointments during the reporting year, the Supervisory Board took into account the restrictions on supervisory roles at large public and private limited companies and foundations, as well as the new law for agreements between the company and members of the Board of Management.

The Corporate Governance Declaration can be found on the website www.boskalis.com/corporategovernance.

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