Boskalis jaarverslagen 2011

Core committees

The Supervisory Board has instituted three core committees – the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. They performed their tasks as follows:

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.

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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.

Remuneration Committee

The Remuneration Committee consists of two members: 
Mr. C. van Woudenberg (chairman) and Mr. M.P. Kramer.

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Members of the Remuneration Committee

The Remuneration Committee consists of two members: 
Mr. C. van Woudenberg (chairman) and Mr. M.P. Kramer.

The Remuneration Committee regularly availed itself of the services of an independent remuneration adviser and ascertained that this remuneration adviser does not provide advice to the members of the Board of Management. 

Duties and responsibilities of the Remuneration Committee

The Remuneration Committee performs the following duties:

  • The submission of a proposal to the Supervisory Board concerning the remuneration policy to be pursued for the members of the Board of Management. The policy is submitted to the General Meeting of Shareholders for approval.
  • The submission of a proposal to the Supervisory Board concerning the remuneration of individual members of the Board of Management (in accordance with the remuneration policy adopted by the General Meeting of Shareholders).
  • The preparation of the remuneration report on the remuneration policy pursued, subject to adoption by the Supervisory Board.

Activities during 2011

The Remuneration Committee met twice during 2011. The committee also held regular consultations outside these meetings.

On 21 January 2011 the Extraordinary General Meeting of Shareholders adopted the Supervisory Board’s proposal to revise the remuneration policy for the Board of Management. This proposal was based on a recommendation drawn up by the Remuneration Committee to simplify the method used to calculate the quantitative measures of the variable short-term and long-term elements.

Amongst other activities the Remuneration Committee:
  • kept itself up to date with the latest developments in Corporate Governance, both in the Netherlands and internationally;
  • started a remuneration survey relating to Supervisory Board remuneration policies in the Dutch market;
  • conducted scenario analyses.

Remuneration policy for the Board of Management

The remuneration policy for the Board of Management was adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011. The remuneration policy is appropriate to the strategy and core values of Boskalis, which are centered on long-term orientation and continuity, and take into account the interests of Boskalis’ shareholders, clients, employees as well as the ‘wider environment’. In the course of 2011 the remuneration policy was executed in accordance with the remuneration policy as adopted by the General Meeting of Shareholders. The full text of the revised remuneration policy as well as the remuneration report can be found on the website (www.boskalis.com).

Remuneration policy for the Supervisory Board

The remuneration policy for the Supervisory Board was adopted by the General Meeting of Shareholders in 2007. During 2011 the remuneration policy was executed in accordance with the remuneration policy as adopted. In 2011, a remuneration survey was started into the remuneration of Supervisory Board members. The results will be submitted to the General Meeting of Shareholders.

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.

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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 25