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Boskalis jaarverslagen 2012

Corporate Governance

Governance and reporting

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 result and entrepreneurial aspects relevant to the business. 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 stakeholders involved with the company. The Supervisory Board is responsible for supervising management performance and advising the Board of Management. 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, pursuant to their own specific duties, are jointly responsible for looking after the interests of our stakeholders; during their course of their work, they focus on the societal implications of entrepreneurship that are relevant for the company.

The Board of Management is responsible for the company’s CSR policy. This is also expressed in the remuneration policy, which includes the safety policy and staff development components of CRS in the remuneration of the members of the Board of Management. For more information, please refer to the Remuneration Report on our corporate website: www.boskalis.com.

The Board of Management seeks advice and information from the following task forces and officers. Two task forces advise the Board of Management about environmental performance: the Energy Management Task Force and the Eco-Engineering Task Force. In addition, the matter of safety has absolute priority in our organization. The Board of Management is closely involved in this topic, and it seeks advice and information from the SHE-Q department. With regard to the HR and society-related objectives, the Board of Management seeks advice from the HR director and the director of IR & Corporate Communications respectively. For chain-related matters, the Board of Management seeks advice from the heads of the business units and relevant staff departments.

The corporate strategy and the outcome of both the dialogues with our stakeholders and the benchmark monitoring are included in the annual review of the CSR policy, the outcome of which determines our strategic priorities and objectives. The outcome also determines which topics are of material importance and which performance indicators are relevant for inclusion in our CSR Report. The report is subject to approval by the Board of Management of Boskalis and its contents are discussed in their entirety with the Supervisory Board.

General business principles

Our Statement of General Business Principles governs our social, societal, environmental and economic responsibilities. Boskalis accepts responsibility for matters within its sphere of influence. National legislation and regulations apply in the countries where Boskalis operates. Boskalis refrains from cultural judgements and acts as a good citizen or guest. Boskalis does not engage in business in countries subject to international, or relevant national, embargoes. We respect human rights as set out in the United Nations Universal Declaration of Human Rights. We do not accept, pay or request bribes or other favors for the purpose of acquiring or bestowing any improper business, financial or personal advantage. Furthermore, we respect intellectual property rights and abide by the principles of fair competition by complying with relevant competition laws. Anyone who approaches us regarding compliance with our General Business Principles can expect an open response. All genuine requests, suggestions and complaints will be taken seriously. The full text of our Statement of General Business Principles can be downloaded from our corporate website: www.boskalis.com/csr.

Integrity

We provide our staff with targeted information about regulation and legislation with regard to bribery and corruption such as those enshrined in the UK Bribery Act.

The courts in Mauritius fined Boskalis in 2013 after payments were made to a civil servant. The unauthorized payments were made in the context of a project awarded in 2006. Boskalis cooperated with the investigation and took internal disciplinary measures pursuant to this incident. Furthermore, Boskalis makes periodical assessments of its code of conduct, which has been made stricter, partly in response to this incident. Boskalis also has a whistleblower protocol that applies to Boskalis employees reporting alleged misconduct in the company. The term "alleged misconduct" refers to any area of a general, financial, operational or personal nature that is not in conformity with the Boskalis Code of Conduct. A confidential contact person has been appointed for the purposes of the whistleblower protocol. The confidential contact person will immediately initiate the relevant procedures when a report is made and decide which actions are appropriate and necessary. The employee reporting misconduct covered by the whistleblower protocol will not suffer any legal consequences as a result. The whistleblower protocol can be found on the corporate website www.boskalis.com.

For a detailed description of our risk management, our corporate governance policy, our legal structure and our organization, please refer to pages 48-52, 54-55, 115-118 and 134 -137 of our Annual Report 2013 and our corporate website www.boskalis.com.

Certification

Certification shows that we comply with internationally recognized management, environmental and safety standards. Virtually all Boskalis business units are certified according to ISM, ISO 9001, ISO 14001 and OHSAS 18001 or VCA for our Dutch companies. For a list of the various certificates we hold, please refer to the appendix of this report.

Benchmark

Boskalis performance in terms of sustainability is monitored and benchmarked by a range of bodies which include:

  • Transparency Benchmark (for Dutch clients and NGOs)

  • CDP (Carbon Disclosure Project, organized on the investor side) CO2 performance ladder (the Dutch government in its role as principal commissioning authority)

  • VBDO Responsible Supply Chain Benchmark (report by VBDO, the Dutch Association of Investors for Sustainable Development).

There is growing interest in our company in other benchmark surveys. Some of these use the Global Industry Classification Standard (GICS), in which Boskalis is classified as a Construction & Engineering Company. This results in some difficult dilemmas. For example, there is no significant use of wood as a resource by our company, even though this is classified by GICS as an important KPI in this segment. In consultation with the analysts, we are continuing to point out the unique nature of our business.

The outcome of both the dialogues with our stakeholders and the benchmarks are taken into account in our annual review of our CSR policy and CSR reporting.

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