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.