Annual report 2019

29

REMUNERATION COMMITTEE Members of the Remuneration Committee

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 and other offcers joined the meetings of the Audit Committee for the topics relevant to their 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 the 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.

At the beginning of 2019 the Remuneration Committee consisted of three members, with Mr. Van Woudenberg as Chairman and Ms. Haaijer and Mr. Van der Veer as members. Mr. Van Woudenberg stepped down as Chairman on 8 May 2019. He was succeeded by Mr. Hazewinkel as per that date. Also on 8 May 2019, Ms. Haaijer stepped down as member of the Remuneration Committee. Ms. Tammenoms Bakker replaced her as from that same date. More than half of the members of the Remuneration Committee are independent in accordance with the Code. 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, which shall take into account the internal pay ratios within the company. The Remuneration Committee shall consider and include all matters required by law, and more in particular the Act Implementation EU Shareholders Directive, 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

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

Dredging activities by the backhoe dredger Magnor in the port of Adelaide, Australia

ANNUAL REPORT 2019 – BOSKALIS