Boskalis jaarverslagen 2011

Selection and appointment committee

Members of the Selection and Appointment Committee

The Selection and Appointment Committee consists of two members. Mr. H. Heemskerk was chairman of the committee until March 2011. Mr. M. van der Vorm served as a member of the committee until 12 May 2011. On 17 August the Supervisory Board appointed Mr. J.M. Hessels as chairman and Mr. C. van Woudenberg as a member of the Selection and Appointment Committee.

Duties and responsibilities of the Selection and Appointment Committee

The duties of the Selection and Appointment Committee concern the 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.
  • The periodical assessment of the size and composition of the Supervisory Board and the Board of Management and the drafting of the Profile of the Supervisory Board.
  • The periodical assessment of the functioning of individual members of the Supervisory Board and Board of Management and reporting there on 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 2011

In 2011, the Selection and Appointment Committee met once and also consulted several times by telephone. During the year under review the Selection and Appointment Committee discussed a balanced composition of the Board of Management, and also assessed the size and composition of the Supervisory Board, bearing in mind the description of the Board’s Profile and its retirement rota.

In the year under review this involved the preparation of the following selections and reappointments:

Following the passing away of Supervisory Board chairman Mr. H. Heemskerk, the Selection and Appointment Committee took in hand the matter of filling the resulting vacancy. The Supervisory Board simultaneously informed both the shareholders and the Works Council of the resulting vacancy. The Selection and Appointment Committee proposed Mr. Hessels to the Supervisory Board as a candidate based on the Supervisory Board Profile. The nomination was based on the broad management experience gained by Mr. Hessels at a wide range of international listed companies. 
The Supervisory Board adopted this proposal by the Selection and Appointment Committee and on 17 August 2011 presented it to the Extraordinary General Meeting of Shareholders. 
The Extraordinary General Meeting of Shareholders appointed Mr. Hessels for a period of four years as per that date. 
The Supervisory Board subsequently appointed Mr. Hessels as its chairman.

During the year under review Mr. Van der Vorm announced that he was not available for re-appointment to the Supervisory Board. The Supervisory Board simultaneously informed both the shareholders and the Works Council of the resulting vacancy. Bearing in mind the Supervisory Board Profile the Selection and Appointment Committee discussed his replacement and proposed Mr. J. van Wiechen to the Supervisory Board as a candidate, given his experience at a number of (international) companies. The Supervisory Board adopted this proposal by the Selection and Appointment Committee and proposed to the General Meeting of Shareholders on 12 May 2011 that Mr. Van Wiechen be appointed to the Supervisory Board for a period of four years. The proposal was adopted by the General Meeting of Shareholders.

According to the Supervisory Board retirement rota the term of office of Mr. Van Woudenberg ended in 2011. The Supervisory Board simultaneously informed both the shareholders and the Works Council of the resulting vacancy. Mr. Van Woudenberg announced to be available for re-appointment. The Supervisory Board proposed to the General Meeting of Shareholders that Mr. Van Woudenberg be re-appointed to the Supervisory Board. The proposal to re-appoint rested on the fact that Mr. Van Woudenberg has extensive experience as a member of the Supervisory Board and he puts this membership into practice with great expertise. The recommendation to appoint Mr. Van Woudenberg was in accordance with the law and the Company’s Articles of Association, which prescribe that the Supervisory Board puts forward a candidate recommended by the Works Council for one-third of the number of members of the Supervisory Board. The recommendation to re-appoint Mr. Van Woudenberg had the full support of the Works Council. On 12 May 2011 the General Meeting of Shareholders appointed Mr. Van Woudenberg for a period of four years.

Furthermore the Selection and Appointment Committee discussed the re-appointment of Mr. T.L. Baartmans as a member of the Board of Management. Mr. Baartmans was first appointed to the position in 2007. The Supervisory Board adopted the proposal to re-appoint and, having sought the opinion of the General Meeting of Shareholders, on 12 May 2011 re-appointed Mr. Baartmans to the Management Board for a period of four years.

During the year under review the company organized an introduction program to the company for Mr. Hessels and Mr. Van Wiechen.

Added to My report add to My report Source: Annual review 2011, Report of the Supervisory Board, page 27