Boskalis jaarverslagen 2011

Activities of the Supervisory Board

The Supervisory Board held five meetings with the Board of Management of the company. All members of the Supervisory Board attended most of the meetings during the year under review. In addition the Board met several times without the Board of Management being present.

Permanent items on the agenda of the Supervisory Board are: the development of the results, the balance sheet, and the industry and market developments. With regard to the market developments, the order book and potential large projects as well as the status of material projects contracted are discussed. During the year under review subjects discussed included the contracting of large projects such as Lelydorp in Suriname and Superporto do Açu in Brazil, as well as the execution of projects such as Maasvlakte 2 in the Netherlands, Gorgon in Australia and the salvage of the Hyundai 105.

Other topics under scrutiny in 2011 included the corporate budget, liquidity, acquisition and investment proposals, the organizational structure and the staffing policies. Special attention was paid to the company’s policy on safety, health and the environment, 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.

The Supervisory Board examined the company’s strategy and the risks associated with it. In this context the Supervisory Board agreed with the new Corporate Business Plan for the years 2011-2013 which was drawn up for the new integrated company following the acquisition of Smit Internationale N.V. in 2010. Another regular topic of discussion concerned the principal risks inherent to the management of the company, such as the risks associated with contracting. Further information about this can be found on pages 49 to 53 of this report. The structure and operation of the associated internal risk management and control systems were assessed regularly and discussed 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 2011 the Supervisory Board also gave consideration to the Board of Management’s proposals to transfer SMIT Terminals to Lamnalco and to the acquisition of MNO Vervat B.V. The sale of SMIT Terminals to Lamnalco had already been agreed in the framework of the acquisition of Smit Internationale N.V. Furthermore the Supervisory Board approved the acquisition of M.N.O. Vervat after the determination that this is consistent with the company’s strategy and represents a reinforcement of Boskalis’ infra and dry earthmoving activities. The Supervisory Board also paid attention to the proposed cooperation with SAAM for the development of towage operations in Central and South America.

In the course of the year under review the Supervisory Board paid a working visit to Panama. During this visit the Supervisory Board familiarized itself with the hydraulic engineering and harbour towage activities in that country. Furthermore, extensive attention was paid to the market trends in Panama with regard to the development of marine infrastructure and maritime services.

A number of Supervisory Board members discussed with the Works Council the results, the corporate strategy, the market developments, the current situation in relation to the pension funds as well as the merger and integration with Smit Internationale N.V.

 

Added to My report add to My report Source: Annual review 2011, Report of the Supervisory Board, page 25