Boskalis_Annual_Report_2016

25 / 158

ANNUAL REPORT 2016 – BOSKALIS
25
‚ Supervising the provision of financial information by the
company, the tax planning, the application of information,
communication and communication technology, and the
financing of the company.
‚ Maintaining regular contacts and supervising the relationship
with the external auditor as well as the compliance with and
implementation of the external auditor’s recommendations.
‚ Nominating an external auditor for appointment by the General
Meeting of Shareholders.
‚ The financial statements, the annual budget and significant
capital investments by the company.
‚ Supervising the functioning of the internal audit function.
Activities during 2016
The Audit Committee met in full on three occasions during 2016.
Regular topics discussed during these meetings included: the 2015
financial statements, the (interim) financial reporting for the 2016
financial year, the results relating to large projects and operating
activities, developments in IFRS regulations, risk management and
control, developments in the order book, cost control, share price
developments, and the financing and liquidity of the company.
Other topics of discussion included the impact of the situation
on the financial markets, insurance matters, the company’s tax
position and relevant tax developments, the internal control
procedures and administrative organization, the relevant
legislation and regulations and the Corporate Governance Code.
The follow-up of the Management Letter issued by the external
auditor as part of the audit of the 2015 financial statements was
also discussed.
In addition, the Audit Committee focused more specifically on
the recognition in the accounts of the stake in Fugro N.V., the
acquisitions of the assets of STRABAG Wasserbau and the
offshore activities of VolkerWessels and the divestments related to
the joint venture KOTUG SMIT Towage and SMIT Amandla Marine.
Furthermore, attention was paid to the progress of the projects
aimed at the further strengthening and integration of the
accounting and reporting systems within the group as well as the
management of internal financial processes and the ICT systems.
The Audit Committee also addressed the information security within
the company as well as a new procedure to prevent data leaks.
In the Audit Committee the activities performed by the internal
auditor during 2016 as well as the internal Audit Plan for 2017
have been discussed with the internal auditor. Other topics of
discussion included a review of the scope of the internal audit
function.
In addition to the chairman of the Board of Management and the
Chief Financial Officer, the Group Controller and the external
auditor were also present at the meetings of the Audit Committee.
During the year under review meetings were also held with the
external auditor without the company’s Board of Management being
present. The Audit Committee discussed with the external auditor the
audit fees as well as the audit approach. The Audit Committee also
established the independence of the external auditor.
Reports and findings of the meetings of the Audit Committee
were presented to the entire Supervisory Board.
REMUNERATION COMMITTEE
Members of the Remuneration Committee
The Remuneration Committee consists of two members, with
Mr. Van Woudenberg as chairman and Mr. Niggebrugge as a
member. In the year under review no changes were made to this
composition of the Remuneration Committee.
The Remuneration Committee regularly availed itself of the services
of an independent remuneration adviser and has 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:
‚ Putting forward a proposal to the Supervisory Board with regard
to the remuneration policy to be pursued for the Board of
Management. The policy is submitted for approval to the
General Meeting of Shareholders.
‚ Investigating whether the adopted remuneration policy is still
up-to-date and proposing policy adjustments where necessary.
‚ Putting forward proposals to the Supervisory Board with regard
to the remuneration of individual members of the Board of
Management (this in accordance with the remuneration policy
adopted by the General Meeting of Shareholders).
‚ Compiling the remuneration report on the remuneration policy
pursued, subject to adoption by the Supervisory Board.
Activities during 2016
The Remuneration Committee met twice during 2016, with both
members having attended each of the meetings. The Committee
also held regular consultations outside these meetings.
Further details of the activities of the Remuneration Committee can
be found in ).
Reports and findings of the meetings of the Remuneration
Committee were presented to the entire Supervisory Board.
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 consistent with
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 2016 the remuneration policy was
applied in accordance with the remuneration policy as last
adopted by the Extraordinary General Meeting of Shareholders
on 21 January 2011. The full text of can
be found on the Boskalis website.
Remuneration policy for the Supervisory Board
The remuneration policy for the Supervisory Board was adopted
by the General Meeting of Shareholders on 10 May 2012. In
2016 the remuneration was applied in accordance with the
remuneration policy as adopted.