Boskalis jaarverslagen 2011

Corporate governance

The Board of Management and the Supervisory Board are jointly responsible for looking after the interests of our stakeholders.

Application at Boskalis

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 results and entrepreneurial aspects relevant to the company. 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 parties involved with the company.

The Supervisory Board is responsible for supervising management performance and advising the Board of Management. The Supervisory Board is supported in its work by three so-called core committees: the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. For a summary of the committees’ activities in 2011 please refer to pages 25 to 28 of this report. 

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 are jointly responsible for looking after the interests of our stakeholders, which includes creating shareholder value in the long term.

Our stakeholders are those groups and individuals that directly or indirectly influence the company’s activities, or are influenced by them. They include the employees, shareholders and other financiers, suppliers, clients, government bodies and the communities in which Boskalis operates.

At least one General Meeting of Shareholders takes place every year. Its tasks include the adoption of financial statements and it holds authority with regard to the appointment and dismissal of Supervisory Board members.

The interests of employees are promoted by the Works Council, which provides ongoing employee representation as required under the Dutch Works Councils Act. It is the task of the Works Council to ensure that management objectives correspond to those of the employees.

The general standards and values relating to our business activities are set out in the ‘Statement of General Business Principles’ which can be found on the company’s website. In addition, the core values and rules for safety at work are set out in our safety program, NINA (No Injuries, No Accidents). The Board of Management regularly stresses the importance of complying with the general business principles and the NINA principles. The Board of Management also provides employees with the opportunity to report any alleged irregularities of a general, operational or financial nature to an independent confidential counsellor, without jeopardizing their legal position.

Compliance

Boskalis shares are listed and traded on NYSE Euronext Amsterdam N.V.

The Dutch Corporate Governance Code (the ‘Code’) applies to all Dutch companies listed on the stock exchange and comprises a code of conduct for governance best practice. This Code includes both specific principles and best practice provisions, as well as guidelines for their proper supervision.

Boskalis subscribes to the notion that a sound and transparent system of checks and balances is key to maintaining confidence in companies operating on the capital market. Boskalis believes clarity and openness in accountability and supervision are the cornerstones of good management and entrepreneurship.

As required since the introduction of the Code in 2004, Boskalis published an ‘Apply or Explain’ report that sets out how the principles and best practice provisions are applied at Boskalis. This report is available on the website and copies can also be requested from the company.

Boskalis subscribes to and applies all the principles and best practice provisions contained in the Corporate Governance Code, with the exception of the following provisions:

  • In deviation of best practice II.1.1., the chairman of the Board of Management has been appointed for an indefinite period of time. This appointment predates the introduction of the Corporate Governance Code. The contract of employment of this member of the Board of Management was also entered into prior to the introduction of the Corporate Governance Code and applies for an indefinite period of time. Boskalis does apply this best practice provision to the other members and new members of the Board of Management.
  • The contracts of employment of two of the members of the Board of Management deviate from best practice provision II.2.8. The contract of the chairman provides for a severance payment equal to 18 months and the contract of the Chief Financial Officer provides for a 24-month severance payment. Boskalis does apply this best practice provision to the contracts of other members and new members of the Board of Management.

The Corporate Governance Declaration can be found on the corporate website www.boskalis.com.

Added to My report add to My report Source: Annual review 2011, Report of the Board of Management, page 54