Annual report 2019

26

REPORT OF THE SUPERVISORY BOARD

The Supervisory Board wishes to thank the employees and the Board of Management of Boskalis for the great efforts they have shown in 2019, especially considering the current market conditions.

In accordance with Article 26 of the Articles of Association of Royal Boskalis Westminster N.V., the Supervisory Board presents the 2019 annual report to the Annual General Meeting of Shareholders. The annual report, including the report of the Board of Management, the statement of directors’ responsibilities and the fnancial statements, was drawn up by the Board of Management. The fnancial statements are accompanied by the report of the company’s external auditor Ernst & Young Accountants LLP, which is included on pages 142 to 147 of this report. We recommend the following to the Annual General Meeting of Shareholders: ‚ ‚ the adoption of the financial statements, including the proposed profit appropriation; ‚ ‚ the discharge of the members of the Board of Management in respect of their management activities during 2019; ‚ ‚ the discharge of the members of the Supervisory Board for their supervision of management during 2019; ‚ ‚ the distribution to shareholders of a cash dividend of EUR 0.50 per ordinary share. COMPOSITION OF THE BOARD OF MANAGEMENT The Board of Management consisted of four members at the start of the 2019 reporting year. On 8 May 2019 Mr. Kamps resigned as Chief Financial Offcer and member of the Board of Management. On that same date Mr. Van Noort was appointed as his successor for a period commencing on 8 May 2019 until and including the Annual General Meeting of Shareholders in 2023. Mr. Berdowski and Mr. Baartmans were reappointed on 8 May 2019 as members of the Board of Management for a period commencing on 8 May 2019 until and including the Annual General Meeting in 2023. No further changes to the composition of the Board of Management occurred during the year under review. As from 8 May 2019 the Board of Management consists of four members. COMPOSITION OF THE SUPERVISORY BOARD At the start of 2019 the Supervisory Board consisted of six members. At the Annual General Meeting of Shareholders on 8 May 2019 Mr. Van Woudenberg stepped down as member of the Supervisory Board. Ms. Tammenoms Bakker and Mr. Sperling were appointed by the Annual General Meeting of Shareholders as member of the Supervisory Board commencing on 8 May 2019 until and including the Annual General Meeting of Shareholders in 2023. Mr. Van der Veer and Mr. Van Wiechen were reappointed as members of the Supervisory Board on 8 May 2019 for a period commencing on 8 May 2019 until and including the Annual General Meeting in 2023. No further changes to the composition of the Supervisory Board occurred during the year under review. As a result as from 8 May 2019 the Supervisory Board consists of seven members.

report of the supervisory board ANNUAL REPORT 2019 – BOSKALIS