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ANNUAL REPORT 2016 – BOSKALIS
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ACTIVITIES OF THE SUPERVISORY BOARD
The Supervisory Board held fve regular meetings with the Board
of Management of the company and scheduled one additional
meeting. The attendance rate at the meetings of the Supervisory
Board is 100%. The Supervisory Board also met several times
without the Board of Management being present and there was
regular telephone and one-on-one contact between the chairman
of the Supervisory Board and the chairman of the Board of
Management. In two meetings one Supervisory Board member
did not attend part of the discussions due to a potential conflict of
interest. The Supervisory Board held its meetings to discuss the
annual and half-year results in the presence of the external auditor,
Ernst & Young Accountants LLP.
Permanent items on the agenda of the Supervisory Board are
the development of the results, the balance sheet, the safety
performance, and the industry and market developments.
Within the context of the market developments the order book
and potential large projects as well as the status of important
contracted projects were discussed. During the year under review
subjects addressed included among others the impact of the low
oil price and the continuing uncertain market conditions on the
company. The Supervisory Board discussed the contracting of
large projects such as the award of the Fehmarnbelt Tunnel project
between Germany and Denmark, the additional work for the
Porto Açu project in Brazil, the Duqm New Refnery project in
Oman, the Texel and Houtrib dike projects in the Netherlands as
well as the installation of subsea cables for the wind farm projects
of Borssele I & II in the Netherlands and East Anglia in the United
Kingdom, the decommissioning of the Viking and Vulcan oil
platforms on the North Sea and the installation of foundations for
the Aberdeen wind farm in the United Kingdom. The Supervisory
Board also informed themselves on the execution of projects such
as the installation of foundations for the Veja Mate and Wikinger
wind farm projects in Germany, the transport of the FPU Likouf for
the expansion of the Moho Nord oil feld offshore Congo, the
transport of two topsides and various platform modules from
South Korea to the Clair oil feld near the Shetland Islands in the
United Kingdom.
Furthermore, the fnancial settlement effects of projects, which
were already technically completed, such as the Suez Canal
Expansion project in Egypt, were discussed. In discussing these
projects the Supervisory Board devoted attention to the various
operational, geopolitical, societal, environmental and fnancial
risks, and, where applicable, judged provisions made by the
Board of Management.
Other topics under scrutiny in 2016 included the corporate
budget, liquidity, acquisition and investment/divestment
proposals, the organizational structure and the staffng policies.
Specifc attention was paid to the company’s policy on safety,
health and the environment and the societal aspects of doing
business.
The Supervisory Board received presentations by senior managers
within the company to inform themselves on the developments in
the areas of Logistical Management, Subsea Services and Salvage.
The Supervisory Board discussed in 2016 the amendment of
the Articles of Association to cancel the voluntary large company
regime as well as a reduction of the nominal share capital of
Boskalis. The Extraordinary General Meeting of Shareholders
adopted the proposals of the Supervisory Board thereto on
17 August 2016.
Attention was also paid to corporate social responsibility, with a
comprehensive discussion by the Supervisory Board of the Boskalis
Corporate Social Responsibility report. In 2016 the General Code
of Business Conduct, the Supplier Code of Conduct and the
Whistleblower Policy were revised due to new legislation. The
Supervisory Board also addressed several times the policy and
relevant developments in relation to anti-corruption and integrity.
The Supervisory Board examined the company’s strategy and the
risks associated with it. The development of the new Corporate
Business Plan for the period 2017-2019 was extensively
discussed.
The Audit Committee regularly assessed the structure and
operation of the internal risk management and control systems
associated with the strategy and discussed these with the
Supervisory Board.
No signifcant changes to the internal risk management and
control systems were made during the year under review. Further
information about the company’s risk management can be found
on pages 49 to 54 of this annual report.
In 2016, the Supervisory Board gave consideration to the
acquisition of the assets of STRABAG Wasserbau and the offshore
activities of VolkerWessels, the sale of SMIT Amandla Marine in
South Africa and Aannemingsmaatschappij Markus B.V., as well
as the establishment of the joint venture KOTUG SMIT Towage to
operate harbor towage services in Germany, the Netherlands,
Belgium and the United Kingdom.
Furthermore, considerable attention was paid by the Supervisory
Board to the interest in Fugro N.V. Albeit that the activities of
Fugro are consistent with the company’s strategy and are a good
ft with Boskalis’ activities, it has been decided in December 2016
to sell down the holding in Fugro in steps, due to the continuing
uncertain market conditions and the position of the Fugro
management, which reduced the uncertainty in the Boskalis share.