Boskalis_Annual Report_2017

report of the supervisory board ANNUAL REPORT 2017 – BOSKALIS 24 A number of Supervisory Board members met with the Works Council to discuss the results, the corporate strategy, the conduct and culture of the company, the market developments, the execution of the fleet rationalization program and the reorganization of the headquarters including the reduction of related workforce. 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 In 2017 the Audit Committee consisted of three members: Mr. Niggebrugge (chairman), Mr. Van Wiechen and Ms. Haaijer. On 10 May 2017 Mr. Niggebrugge stepped down as chairman and member of the Audit Committee and was succeeded by Mr. Hazewinkel, who fulflls the role of fnancial expert in the Audit Committee. More than half of the members of the Audit Committee is independent in accordance with the Code. Duties and responsibilities of the Audit Committee The duties of the Audit Committee include: ‚ ‚ Informing the Supervisory Board of the company of the outcome of the statutory audit and explaining how the statutory audit contributed to the integrity of the financial reporting and what the role of the Audit Committee has been in that process. ‚ ‚ Monitoring the financial reporting process and submitting proposals to ensure its integrity. ‚ ‚ Monitoring the effectiveness of the internal control system, the internal audit function and the risk management system regarding the financial reporting of the company. The cutter head of the new cutter suction dredger Helios.

‚ ‚ Monitoring the statutory audit of the financial statements and the consolidated annual accounts, in particular the execution thereof taking into account the assessment of the AFM in accordance with article 26, sub clause 6 of the EU Directive 537/2014. ‚ ‚ Assessing and monitoring the independence of the external auditor, specifically taking into account the provision of ancillary services to the company. ‚ ‚ Determining the procedure for the selection of the external auditor and the nomination for the engagement to carry out the statutory audit in accordance with article 16 of EU directive 537/2014. ‚ ‚ Advising the Supervisory Board on the approval of the appointment and the dismissal of the internal auditor. ‚ ‚ Providing its opinion on the performance of the internal audit function. ‚ ‚ Advising on the annual internal audit plan. Activities during 2017 The Audit Committee met on three occasions during 2017. The attendance rate for the meetings of the Audit Committee was 100% for Mr. Niggebrugge (for the part of his tenure), 100% for Mr. Hazewinkel (for the part of his tenure), 100% for Ms. Haaijer and 100% for Mr. Van Wiechen. Regular topics discussed during these meetings included: the 2016 fnancial statements, the (interim) fnancial reporting for the 2017 fnancial year, the results relating to large projects and operating activities, developments in IFRS regulations, developments in the order book, cost control, share price developments, and the fnancing and liquidity of the company.

The Audit Committee discussed with the Board of Management the internal risk management and control systems and assessed the