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REPORT OF THE BOARD OF MANAGEMENT

ANNUAL REPORT 2016 – BOSKALIS

54

are analyzed and clarified at each of these levels. Project and

contract managers are responsible for budgets, income statements

and balance sheets for their projects or contracts, and these are

drawn up in accordance with the applicable guidelines and

instructions. In turn, business unit managers are responsible for

the financial reporting of their respective business units.

Boskalis holds substantial investments in joint ventures and

associated companies and these holdings are intensively

monitored. Shareholder and/or board meetings are held

regularly, with Boskalis being represented in line with the size

of its stake. Clear agreements have been reached with the

co-shareholders in such joint ventures regarding topics such as

board and management representation, filling of management

positions, strategy and policy, budget, financial reporting, the

appointment of auditors, investments and financing. The policy

is that such joint ventures are in principle financed without

guarantees from the shareholders.

The Board of Management discusses the quarterly reports with the

relevant business unit managers in formal quarterly meetings.

These meetings are minuted. The consolidated group reports are

discussed with the Supervisory Board on a quarterly basis.

The most important aspects of our financial reporting systems are

set out in manuals, guidelines and procedures, all of which are

available electronically. Staff are trained in how to apply

accounting standards, guidelines and procedures. Internal audits

to monitor and improve quality and discipline are conducted

based on an annual audit plan and ad hoc examinations (also

known as financial audits). Moreover, the quality of the financial

control systems is evaluated regularly in the context of the

activities of the external auditor. Findings concerning the quality

of the financial control systems identified during the audit of the

financial statements are reported by the external auditor in the

Management Letter.

EVALUATION OF RISK MANAGEMENT AND

INTERNAL CONTROL SYSTEMS

Major organizational changes have been implemented to

accommodate the rapid growth that Boskalis has experienced in

recent years, including the introduction of a divisional structure.

Further to this, and in light of the prevailing challenging market

conditions, we believe we have made considerable progress in

re-examining and redesigning the way we manage our policies

and processes, starting with our quality management systems.

During the year under review we conducted a group-wide

business process decomposition of our primary project processes,

covering key control requirements for functional disciplines such as

quality, occupational safety, health and environmental. The result

is currently being developed into a comprehensive definition of

what we refer to as the Boskalis Way of Working (WoW),

covering all relevant disciplines. As part of this effort, our project

risk classification approach has also been redefined and

harmonized.

The overriding objective of our WoW system is to give our staff

the best possible support in achieving operational excellence

when concluding and executing commercial contracts.

Operational excellence in this context means achieving

compliance with the internal and external control requirements

imposed on our primary project process with the minimum waste

of time and effort. We expect our WoW system to be implemented

in the course of 2017.

In 2016 Deloitte Risk Services completed an external quality

assessment of our Internal Audit Function (IAF). The principal

objective of this was to assess the IAF’s conformance with the

International Standards for the Professional Practice of Internal

Auditing (Standards), as issued by The Institute of Internal Auditors

(IIA). The assessment concluded that the Boskalis IAF conforms

with these Standards and this was confirmed by the IIA.

The structure and functioning of our risk management and internal

control systems are discussed annually with the Supervisory Board.

However much care is taken in setting up risk management and

internal control systems, they are unable to provide absolute

certainty with regard to realizing the corporate objectives, nor can

they preclude material mistakes, losses, fraud, or infringements of

legislation and regulations.

STATEMENT REGARDING RISKS RELATING TO THE

FINANCIAL REPORTING

With due consideration of the aforementioned scope for

improvement and restrictions, the Board of Management is of

the opinion that:

‚

the internal risk management and control systems provide a

reasonable degree of assurance that the financial reporting

does not contain any errors of material importance; and

‚

the risk management and control systems worked properly

during the year under review.