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Boskalis jaarverslagen 2012

Activities of the Supervisory Board

The Supervisory Board held five meetings with the Board of Management of the company. The attendance rate at the five meetings of the Supervisory Board was 93.33%. On two occasions one member was unable to attend the Supervisory Board meeting for personal reasons and on one occasion he participated in the meeting by telephone. The Supervisory Board also met several times without the Board of Management being present. In view of a potential conflict of interest Mr. Van Wiechen did not participate in the discussions and decision making concerning the offer for Dockwise. Mr. Van Wiechen is director of HAL Investments B.V., the principal shareholder in Boskalis and Dockwise, and was non-executive director of Dockwise. Once the company had acquired more than a majority stake in Dockwise Mr. Van Wiechen rejoined the meetings on items pertaining to Dockwise.

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 Wheatstone in Australia for Dockwise, the transport of the Concordia by the Vanguard, the dredging projects for the Hondsbossche and Pettemer Sea Defense in the Netherlands and St. Petersburg in Russia, and the salvage of the Kulluk in Alaska, as well as the execution of projects such as Maasvlakte 2 in the Netherlands, Superporto do Açu in Brazil, Java-Bali in Indonesia and Gorgon in Australia. Results from the financial settlement of projects whose technical completion took place earlier and the insurance case concerning the Tauracavor were also discussed.

In addition the Supervisory Board devoted attention to the various operational, political and financial risks and judged any provisions made by the Board of Management.

Other topics under scrutiny in 2013 included the corporate budget, liquidity, acquisition and investment proposals, the organizational structure and the staffing policies. This included extensive discussion and decision making regarding the investment in a new mega cutter, the reconstruction of the Fairway, the delivery of the Ndeavor and the Ndurance and the sale of the vessel Ursa. Special attention was paid to the company’s policy on safety, health and the environment and the social aspects of doing business, with extensive discussion of the company’s safety program NINA (No Injuries No Accidents), and how this program is being implemented within the organization and with subcontractors. In this context the board paid attention to a number of accidents at subcontractors working on company projects. The outcome of the related investigations and the measures to improve procedures were also discussed.

The Board also discussed the revised General Code of Business Conduct and the Supplier Code of Conduct as well as the company’s compliance with anti-corruption legislation. This included discussing the court case in Mauritius and the outcome. With regard to the new anti-corruption legislation the further implementation of the newly drafted agent contracts was discussed. The Supervisory Board examined the company’s strategy and the risks associated with it. In this context the Supervisory Board discussed the development of a new Corporate Business Plan for the period 2014-2016 to give focus to the new organization following the acquisition of Dockwise.

Another regular topic of discussion concerned the principal risks inherent to the management of the company, such as the risks associated with contracting. In this context the Board held an in-depth discussion about the central tender procedure for large projects within the company. Further information about the company’s risk management can be found on pages 48 to 52 of this annual report. The Audit Committee regularly assessed the structure and operation of the associated internal risk management and control systems and discussed these with the Supervisory Board. No significant changes were made to the internal risk management and control systems during the year under review. The meetings to discuss the annual and semi-annual results were held in the presence of the external auditor.

In 2013 the Supervisory Board gave extensive consideration to the completion of the acquisition of Dockwise and the conclusion of a joint venture agreement with SAAM for the joint operation of harbour towage activities in Canada, Central and South America. Another topic of discussion was the acquisition of a 50 per cent stake in cable-laying company VSMC, which is consistent with the company’s strategy and will deliver the desired further expansion and reinforcement of the company’s position as a maritime services provider, in particular in the offshore energy market. In this context the Board also discussed the acquisition of the activities of Fairmount.

During the year under review Boskalis sold both the company’s 40 per cent stake in Archirodon and the activities of Dockwise Yacht Transport in the interests of introducing strategic focus to the company. Furthermore the towage activities in Gladstone, Australia were transferred to Smit Lamnalco.

During the year under review the Supervisory Board paid a working visit to Singapore. During this visit the Supervisory Board familiarized itself with the various Boskalis business units in Singapore, including Dockwise. In the course of doing so extensive attention was paid to the market trends and possible new projects in Singapore in the field of land reclamation. Other areas of attention were the projects in the region, the reconstruction of the Fairway and the joint ventures of SMIT with local partners.

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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