Annual report 2019

report of the supervisory board ANNUAL REPORT 2019 – BOSKALIS AUDIT COMMITTEE Members of the Audit Committee At the beginning of 2019 the Audit Committee consisted of three members: Mr. Hazewinkel (Chairman), Mr. Van Wiechen and Mr. De Kreij. On 8 May 2019 Mr. Sperling joined the Audit Committee as fourth member. Mr. Hazewinkel and Mr. De Kreij fulfll the role of fnancial experts in the Audit Committee. More than half of the members of the Audit Committee are 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; ‚ ‚ 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 EU Regulation 537/2014; acquisition of the assets of the offshore company Bohlen & Doyen GmbH in Germany and the acquisition in two stages of Horizon Survey Company (FZA) in the United Arab Emirates. Furthermore the Supervisory Board addressed the divestment of the interests of the company in the harbour towage joint ventures Saam Smit Towage and Kotug Smit Towage. During the year under review the share buyback program, proposed by the Board of Management to acquire its shares in the company, was also discussed by the Supervisory Board. The Supervisory Board paid a working visit to the regional offce in Singapore during the year under review. During this visit the Supervisory Board familiarized itself with the activities of Boskalis in the feld of Dredging & Inland Infra, Offshore Energy, Towage and Salvage in that area. In the course of doing so extensive attention was paid to the market trends, geopolitical aspects, tender procedures and possible new projects in the region. In addition, the Supervisory Board visited the Tuas Terminal Phase 2 project, where in a sustainable manner new land for a container terminal is being reclaimed, as well as the Pulau Tekong project, where Boskalis builds the frst polder in the region. A number of Supervisory Board members met with the Works Council to discuss the fnancial results, the corporate strategy, the conduct and culture of the company, the market developments and personnel matters. 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: 28 In 2019 the Supervisory Board gave consideration to the

‚ ‚ 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 Regulation 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 2019 The Audit Committee met on three occasions during 2019. The attendance rate for the meetings of the Audit Committee was 100%. Regular topics discussed during these meetings included: the fnancial statements, the (interim) fnancial reporting for the fnancial year, the results relating to large projects, the tender procedures and the project risk environment and the management thereof as well as the operating activities, the developments in IFRS standards, the developments in the order book, cost control, the 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 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 provisions made regarding a limited number of offshore projects with regard to the business units Subsea Cables and Decommissioning, which were due to the rapidly changed market conditions for these activities, as well as on the development of the working capital, cybersecurity, the privacy policies and the anti-corruption policies. 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. Furthermore, the proposed divestment of the equity stakes in Saam Smit Towage and Kotug Smit Towage were assessed. In the Audit Committee the activities performed by the internal auditor during 2019 as well as the internal Audit Plan for 2020 have been discussed with the internal auditor. Other topics of discussion included a review of the scope of the internal audit function.