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Boskalis jaarverslagen 2012

Core committies

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

The Audit Committee consists of two members: Mr. Niggebrugge (chairman) and Mr. Van Wiechen.

Duties and responsibilities of the Audit Committee

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

  • Supervising and 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, its 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 2013

The Audit Committee met on three occasions during 2013, with both members as well as the chairman of the Supervisory Board always being present. Regular topics discussed during these meetings included: the 2012 financial statements, the (interim) financial reporting for the 2013 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 development, the financing and liquidity of the company and cost control.

Other topics of discussion included the impact of the situation on the financial 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 2012 financial statements was also discussed.

The new Dutch legislation governing the rotation of the external auditor was a regular topic of discussion during Audit Committee meetings. After deciding in favor of a tender process the Audit Committee recommended to the Supervisory Board that a new external auditor be selected with effect from the 2014 financial year. The Supervisory Board will submit the relevant proposal for the approval of the 2014 General Meeting of Shareholders.

In addition, the Audit Committee focused more specifically on the financing of the company, partly through an issue equaling around 10 per cent of the issued share capital. The Audit Committee also discussed the integration of the Dockwise business units and the further integration and reorganization of the activities of the previously acquired MNO Vervat. Extra attention was also paid to the integration of the accounting and reporting processes and systems within the group in the context of the acquisitions made in recent years.

The Audit Committee also discussed the development of the financial position of the pension funds, in which the company is involved. Together with the internal auditor the Audit Committee discussed the activities performed by the internal auditor during 2013 as well as the internal Audit Plan for 2014.

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 policypursued, subject to adoption by the Supervisory Board.

Activities during 2013

The Remuneration Committee met on three occasions during 2013, 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 2013 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 2013 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 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 2013 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 concernthe 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 2013

In 2013 the Selection and Appointment Committee held one meeting, which was attended by both members of the Selection and Appointment Committee and all other members of the Supervisory Board. 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, diversity, and the composition and size of the Supervisory Board, bearing in mind the Board’s profile and retirement rota. The Committee discussed how to implement the objective stipulated in the profile of the Supervisory Board to appoint a female member to the Supervisory Board by 2015 or sooner insofar as this is possible.

According to the Supervisory Board retirement rota, the term of office of Mr. Niggebrugge ended in 2013. The Supervisory Board simultaneously informed both the shareholders and the Works Council of the resulting vacancy. Mr. Niggebrugge let it be known that he was available for re-appointment. The Supervisory Board proposed to the General Meeting of Shareholders that Mr. Niggebrugge be re-appointed to the Supervisory Board. The proposal to re-appoint rested on the fact that Mr. Niggebrugge 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. Niggebrugge was in accordance with the law and the company’s Articles of Association. The recommendation to re-appoint Mr. Niggebrugge had the full support of the Works Council. On 8 May 2013, the General Meeting of Shareholders re-appointed Mr. Niggebrugge for a period of four years.

The Selection and Appointment Committee prepared the proposal to appoint Mr. Baan, chairman of the non-executive board of Dockwise, as a member of the company’s Supervisory Board. However, this proposal was precluded by the sad passing away of Mr. Baan.

Furthermore, the Selection and Appointment Committee discussed the appointment of Mr. A. Goedée as a member of the Board of Management. The Supervisory Board adopted the proposal for his appointment and, having sought the opinion of the General Meeting of Shareholders, on 8 May 2013 appointed Mr. Goedée to the Board of Management for a period of one year.

A further topic of discussion was the re-appointment of Mr. J.H. Kamps as a member of the Board of Management. Mr. Kamps’ experience as the company’s Chief Financial Officer and the expertise and the conscientious way in which he performs his job led the Supervisory Board to decide to submit the proposed resolution to re-appoint Mr. Kamps for discussion by the General Meeting of Shareholders to be held on 13 May 2014.

The Supervisory Board also discussed the extension of the term of appointment of Mr. F.A. Verhoeven, which expires on the date of the General Meeting of Shareholders in 2015. It is the intention of the Supervisory Board to extend this term by a period of one year to the General Meeting of Shareholders in 2016. In the opinion of the Supervisory Board this extension will contribute to the transformation of the company's organizational structure to a new divisional structure, with the expertise and experience of Mr. Verhoeven safeguarding the continuity in the further integration of Dockwise. Reports and findings of the meetings of the Selection and Appointment Committee were presented to the entire Supervisory Board.

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