Annual report 2019

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ACTIVITIES OF THE SUPERVISORY BOARD

The Supervisory Board held fve regular meetings with the Board of Management and Group Management of the company. The attendance rate at the meetings of the Supervisory Board is for all Supervisory Board members 100%, apart from Ms. Haaijer, who missed one meeting in March 2019. The Supervisory Board also met several times without the Board of Management being present and there was regular telephone and one-on-one contact between the Chairman of the Supervisory Board and the Chairman of the Board of Management. Neither transactions with a (potential) conflict of interest, nor transactions with majority shareholders, have occurred in the year under review. The Supervisory Board has discussed the acceptance of supervisory board positions by members of the Board of Management and members of the Supervisory Board at other companies or institutions. The Supervisory Board held its meetings to discuss the annual and half-year results in the presence of the external auditor, Ernst & Young Accountants LLP. Permanent items on the agenda of the Supervisory Board are the strategy, the development of the results, the fnancials, the safety performance, and the industry and market developments. In 2019 the Supervisory Board received an update from the Board of Management on the implementation, execution, risks and opportunities of the Corporate Business Plan 2017-2019. Furthermore the Supervisory Board discussed in January 2020 with the Board of Management the new Corporate Business Plan for the period 2020-2022. Within the context of the market developments the order book and potential large projects as well as the status of important contracted projects were discussed. During the year under review subjects addressed included among others the impact of the continuing uncertain market conditions on the company, which affected mainly the Offshore Energy division and more in particular the business units Subsea Cables and Decommissioning. The Supervisory Board discussed the contracting of large dredging projects such as the award of the land reclamation project in the bay of Manila in the Philippines. For the Netherlands the contracting of the RijnlandRoute infrastructure project was taken into consideration. For Offshore Energy the transport and dry docking of the cruise vessel Carnival Vista and the transport of the FPSO P70 from China to Brazil were discussed as well as the contract for the wind farm projects Changfang and Xidao in Taiwan and the contract for the export cable installation for the wind farm Hornsea 2. For Towage & Salvage the emergency response contracts for the container vessels Maersk Honam and Yantian Express were paid attention to as well as the rescue activities for the tankers attacked in Gulf of Oman.

The Supervisory Board also informed themselves on the execution of projects such as among others the Duqm Liquid Berths Project in Oman and LNG Canada dredging project. In discussing these projects the Supervisory Board devoted attention to the various operational, geopolitical, societal, environmental and fnancial risks, and, where applicable, judged provisions made by the Board of Management. Other topics under scrutiny in 2019 included the corporate budget, the working capital, the liquidity, the share price development and relations with shareholders, acquisition and investment/divestment proposals, the organizational structure, personnel and the staffng policies. The Supervisory Board discussed in relation hereto the investment proposal regarding the Bokalift 2 crane vessel, which will be well equipped to install offshore wind turbine foundations as well as oil and gas structures in addition to serving the decommissioning and salvage market. Specifc attention was paid to the company’s policy on safety, health and the environment and the societal aspects of doing business. The Supervisory Board complimented the Board of Management on the steady downward trend in lost time injuries. In light of the safety of personnel, the Supervisory Board paid serious attention to the hijacking of the heavy transport vessel Blue Marlin off the coast of West Africa and the measures taken to ensure the safety and wellbeing of the crew. The Supervisory Board received presentations by senior managers within the company to inform themselves on the developments regarding the HR department and its policies to enhance the attractiveness of the company as employer, the activities of the Subsea business unit as well as the outcomes of a company-wide employee survey held during the fnancial year. Attention was also paid to corporate social responsibility, with a comprehensive discussion by the Supervisory Board of the Boskalis Corporate Social Responsibility report. The Supervisory Board paid among others attention to the initiative of Boskalis to reduce CO 2 emissions of its fleet by using sustainable biofuel where feasible. In 2019 the Whistleblower Policy with the introduction of the possibility to consult a female counsellor was discussed. The Supervisory Board also addressed the policy and relevant developments in relation to anti-corruption and integrity. The Audit Committee assessed the structure and operation of the internal risk management and control systems associated with the strategy and discussed these with the Supervisory Board. No signifcant changes to the internal risk management and control systems were made during the year under review. Further information about the company’s risk management can be found on pages 58 to 64 of this annual report.

ANNUAL REPORT 2019 – BOSKALIS