Boskalis_Annual Report_2017

ANNUAL REPORT 2017 – BOSKALIS 25

member of the Remuneration Committee and was succeeded by Mr. Van der Veer.

effectiveness of the design and the operation thereof by evaluating the systems with the Board of Management, the internal and external auditor and senior management. The Audit Committee reported hereon to the Supervisory Board. Other topics of discussion included the impact of the situation on the fnancial markets, insurance matters, the company’s tax policies, tax position and relevant tax developments, the administrative organization, the provision of adequate information within the company, the relevant legislation and legal proceedings. In addition, the Audit Committee focused more specifcally on the framework of the fnancial reporting on the recognition in the accounts of the impairments regarding goodwill and assets as related to the 2016 fnancial statements, the repayment of the USPP as entered into in 2013, the restructuring costs, the share buyback program and the acquisition of Gardline. In the Audit Committee the activities performed by the internal auditor during 2017 as well as the internal Audit Plan for 2018 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 Offcer, the Group Controller and the external auditor were also present at the meetings of the Audit Committee. The internal auditor joined the meetings of the Audit Committee for the topics relevant to the internal audit function. The Audit Committee discussed with the external auditor the audit plan as well as the audit fees. The scope and materiality of the audit plan and the principal risks of the annual reporting, as well as the fndings and outcome of control process of the fnancial statements and management letter, was given consideration by the Audit Committee, whereby the Audit Committee received information on the most important topics of discussion with the external auditor related to the drafts of the Management Letter and the audit report. The workings of the external and internal audit functions were assessed by means of discussions with the Board of Management, the internal and external auditor as well as senior management. The Audit Committee informed the external auditor of the main elements regarding its performance. The Audit Committee also established the independence of the external auditor. The Audit Committee reported its fndings on the performance of and the relationship with the external auditor to the Supervisory Board. During the year under review meetings were also held with the external auditor without the company’s Board of Management being present.

Duties and responsibilities of the Remuneration Committee It is the role of the Remuneration Committee to advise the Supervisory Board on: ‚ ‚ The submission of a clear and understandable proposal concerning the remuneration policy to be pursued for members of the Board of Management with focus on long-term value creation for the company and the business connected with it and shall take into account the internal pay ratios within the business. The Remuneration Committee shall consider and include all matters required by law and the Corporate Governance Code 2016 (the “Code”). The Supervisory Board shall present the policy to the General Meeting of Shareholders for adoption. ‚ ‚ The submission of a proposal concerning the remuneration of individual members of the Board of Management. The proposal shall be drawn up in accordance with the remuneration policy that has been established and will, in any event, cover the remuneration structure, the amount of the fixed and variable remuneration components, the performance criteria used, the scenario analyses that are carried out and the pay ratios with the company and its affiliated enterprise. When formulating the proposal for remuneration of the Board of Management, the Remuneration Committee shall take note of the views of the individual members of the Board of Management with regard to the amount and structure of their remuneration. ‚ ‚ The preparation of the report on the remuneration policy implemented in the past financial year. The Remuneration Committee shall consider and include all matters required by law and the Code. The Supervisory Board’s remuneration report is available on the company’s website. Activities during 2017 The Remuneration Committee met three times during 2017. The attendance rate for the meetings of the Remuneration Committee was 100% for Mr. Van Woudenberg, 100% for Mr. Niggebrugge (for the part of his tenure) and 100% for Mr. Van der Veer (for the part of his tenure). The Committee also held regular consultations outside these meetings. Reports and fndings of the meetings of the Remuneration Committee were presented to the entire Supervisory Board. For an overview of the activities of the Remuneration Committee reference is made to the Remuneration report 2017 as published on the website of the company (www.boskalis.com). 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 2017 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 the remuneration policy can be found on the Boskalis website.

Reports and fndings of the meetings of the Audit Committee were presented to the entire Supervisory Board.

REMUNERATION COMMITTEE Members of the Remuneration Committee

In 2017 the Remuneration Committee consisted of two members, with Mr. Van Woudenberg as chairman and Mr. Niggebrugge as a member. On 10 May 2017 Mr. Niggebrugge stepped down as

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