Boskalis jaarverslagen 2011

Audit committee

Members of the Audit Committee

The Audit Committee consists of two members: Mr. M. Niggebrugge (chairman) and Mr. H. Heemskerk (until March 2011). Mr. J. van Wiechen succeeded Mr. Heemskerk on 12 May 2011.

Duties and responsibilities of the Audit Committee

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

  • The supervision and monitoring of, 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.
  • The supervision of the provision of financial information by the company, its tax planning, the application of information and communication and communication technology, and the financing of the company.
  • The maintenance of regular contacts with and supervising the relationship with the external auditor as well as the compliance with and implementation of the external auditor’s recommendations.
  • The nomination of an external auditor for appointment by the General Meeting of Shareholders.
  • The financial statements, the annual budget and significant capital investments by the company.
  • The supervision of the functioning of the internal audit function.

Activities during 2011

The Audit Committee met three times during 2011. In the meetings the following regular subjects were discussed: the 2010 financial statements, the (interim) financial reporting for the 2011 financial year, the results relating to large projects, developments in IFRS, risk management, cost control, developments in the order book, the financing and liquidity of the company, insurance matters, the company’s tax position, the internal control procedures and financial accounting and the relevant legislation and regulations, including the Corporate Governance Code. The follow-up of the Management Letter issued by the auditor as part of the audit of the 2010 financial statements was also discussed.

In addition, the Audit Committee focused more specifically on the acquisition of MNO Vervat B.V. and the transfer of SMIT Terminals and AHTS transport activities to Lamnalco, a company in which Boskalis holds a 50% stake. Extra attention was also paid to the integration of the accounting and reporting processes and systems at Boskalis and SMIT in the context of the takeover. The Audit Committee also discussed at length the development of the financial position of the pension funds with which Boskalis is involved.

The Audit Committee with the internal auditor discussed the activities of the internal auditor during 2011 as well the internal Audit Plan for 2012.

The chairman of the Board of Management and the Chief Financial Officer were present at the meetings of the Audit Committee, along with the Group Controller and the external auditor. During the year under review meetings were also held with the external auditor without the 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. The periodical evaluation of the functioning of the external auditor was started at the end of 2011. This evaluation was completed in early 2012. The outcome is that satisfaction exists with KPMG’s functioning as independent external auditor. KPMG delivers high-quality work, based on thorough risk analyses, an effective approach to control and a good knowledge of the business and international context in which Boskalis operates. It performs its activities with a high degree of expertise and professionalism. It maintains good relationships with the Supervisory Board, Audit Committee and Board of Management, with due preservation of its independence. Given the further international expansion of Boskalis the further permanent strengthening of the management with regard to the use of international KPMG offices is of importance. In addition, maintaining sufficient experience with and knowledge of the Boskalis control environment in the core team of KPMG is a permanent point for attention.

Reports and findings of the meetings of the Audit Committee were presented to the entire Supervisory Board.

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