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ANNUAL REPORT 2016 – BOSKALIS
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The general standards and values relating to our business activities
are set out in and the
In these codes the main principles are
laid down on how employees and suppliers of Boskalis should
conduct themselves with regard to, for example, legislation and
regulations, human rights, anti-corruption, competition, the
environment, staff and quality. Both codes can be found on the
company’s website. The General Code of Business Conduct and
the Supplier Code of Conduct were revised in early 2016 in line
with the periodical evaluation as set out in these documents. In
addition, the core values and rules for safety at work are set out in
our safety program NINA (No Injuries No Accidents). The Board
of Management regularly stresses the importance of complying
with the General Code of Business Conduct and the NINA
principles. The Board of Management also provides employees
with the opportunity to report any suspected misconduct within
Boskalis of a general, financial, operational and employment
nature which is not in line with the General Code of Business
Conduct to a counselor, without jeopardizing their legal position.
This as been revised in 2016 and can also
be found on the company’s website.
ARTICLES OF ASSOCIATION
The Articles of Association of Boskalis set forth aspects of the
governing principles regarding the company related among others
to the seat, the objects, the capital and shares of the company as
well as its governing bodies, the financial year, the annual
accounts and loss and profit. The text of
is available at . The Articles of Association
were amended on 9 December 2016 to implement the decisions
of the Annual General Meeting of Shareholders of 10 May 2016
and the Extraordinary General Meeting of Shareholders of 17
August 2016 respectively to cancel the voluntary large company
regime, to reduce the authorized capital and the nominal value of
the ordinary shares and the cumulative protective preference
shares as well as to align the text of the Articles of Association of
the company with recent Dutch statutory amendments.
COMPLIANCE
The Dutch Corporate Governance Code (the “Code”) applies to
all Dutch companies listed on the stock exchange and comprises a
code of conduct for governance best practice. This Code includes
both specific principles and best practice provisions, as well as
guidelines for their proper supervision.
Boskalis subscribes to the notion that a sound and transparent
system of checks and balances is key to maintaining confidence in
companies operating on the capital market. Boskalis believes
clarity and openness in accountability and supervision are the
cornerstones of good management and entrepreneurship.
As required since the introduction of the Code in 2004, Boskalis
published an that sets out how the
principles and best practice provisions are applied at Boskalis.
This report is available on the website and copies can also be
requested from the company.
Boskalis subscribes to and applies all the principles and best
practice provisions contained in the Corporate Governance Code,
with the exception of the following provisions:
‚ The contracts between the company and two members of the
Board of Management deviate from best practice provision
II.2.8. The contract of the chairman of the Board of
Management provides for a severance payment equal to 18
months and the contract of the Chief Financial Officer provides
for a 24-month severance payment. Boskalis does apply the best
practice provision to the contracts of all other members as well
as future members of the Board of Management.
‚ In deviation of best practice IV.1.1, according to the Articles of
Association, the General Meeting of Shareholders may pass a
resolution to deprive the binding nature of a nomination for the
appointment or a resolution for dismissal of a member of the
Board of Management or a member of the Supervisory Board
by a majority of at least two/third of the votes cast representing
more than one-half of the company’s issued share capital. The
deviation of this best practice provision is justified in view of
creating long-term shareholder value. Maintaining continuity at
both the Board of Management and the Supervisory Board is
essential for delivering such long-term shareholder value. The
company is protecting its stakeholders against a sudden change
in management and supervision by maintaining the qualified
majority and voting quorum requirement, which is in accordance
with Dutch law.
The composition and size of the Board of Management are based
on the profile and strategy of the company. The expertise,
experience and various competencies of the members of the Board
of Management should contribute to this profile and strategy. In
the year under review the combination of these elements resulted
in the three members of the current Board of Management being
male, meaning that the Board of Management, partly due to the
nature of the company, is a reflection of the majority of the
company’s employee population. When drafting the profile for
new members of the Board of Management emphasis will be
placed on diversity in view of the objective of achieving a
balanced representation on the Board of Management.
The composition and size of the Supervisory Board are also based
on the company’s profile and strategy. As stated in the Profile, the
expertise, experience and various competencies of members of the
Supervisory Board should contribute to proper supervision of the
company’s management and general performance. To advance a
balanced composition, the Supervisory Board had included in the
Profile that every effort was to be made to achieve a mixed
composition, where possible in terms of age and gender with as
specific objective to appoint a female member of the Supervisory
board. In the year under review Ms. I. Haaijer was appointed to
the Supervisory Board on 10 November 2016. Per ultimo 2016
this resulted in six members of the Supervisory Board being male
and one member being female.
The Corporate Governance Declaration can be found on the
website