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REPORT OF THE SUPERVISORY BOARD

ANNUAL REPORT 2016 – BOSKALIS

24

During the year under review the share buy-back program proposed

by the Board of Management to acquire its own shares in the

company was also discussed by the Supervisory Board. The

decision was taken to suspend the share buy-back program in light

of the changed market conditions for an indefinite period of time.

The Supervisory Board paid a working visit to Portsmouth in the

United Kingdom during the year under review. During this visit the

Supervisory Board familiarized itself with the activities of the

various Boskalis business units in the United Kingdom operating in

the areas of dredging and infrastructure, wind farm construction

and ordnance clearance. In the course of doing so extensive

attention was paid to the market trends and possible new projects

in the region. In addition, the Supervisory Board visited the

Portsmouth dredging project aimed at widening and deepening

the port and the entrance channel to prepare for the berthing of

two new aircraft carriers.

A number of Supervisory Board members met with the Works

Council to discuss the results, the corporate strategy, the market

developments, the fleet rationalization program and the reduction

of related workforce, the establishment of the proposed joint

venture with KOTUG and the stake in Fugro.

The Supervisory Board has three core committees – the Audit

Committee, the Remuneration Committee and the Selection and

Appointment Committee. The committees performed their tasks

as follows:

AUDIT COMMITTEE

Members of the Audit Committee

At the beginning of the year under review the Audit Committee

consisted of three members: Mr. Niggebrugge (chairman),

Mr. Van Wiechen and Mr. Van der Veer. On 10 November 2016

Mr. Van der Veer stepped down as a member of the Audit

Committee, and was succeeded by Ms. Haaijer. Mr. Niggebrugge

fulfills the role of financial expert in the Audit Committee.

Duties and responsibilities of the Audit Committee

The main duties of the Audit Committee are to advise the

Supervisory Board on:

‚

Supervising, monitoring 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.