Annual report 2019

68

CORPORATE GOVERNANCE

report of the board of management ANNUAL REPORT 2019 – BOSKALIS APPLICATION AT BOSKALIS Boskalis operates a two-tier board model, which means that management and supervision are segregated. The Board of Management is responsible for the day-to-day management of the business, the continuity of the company and for setting out and realizing the company’s strategy for the long-term value creation as well as for the culture, opportunities and risks and the results of the company. The Board of Management is responsible for establishing the company’s objectives, implementing its business policies and for the resulting performance. The Board of Management is accountable to the Supervisory Board and the General Meeting of Shareholders. In performing its tasks, the Board of Management is guided by the interests of the company and its activities, the markets the company is operating in, and takes into account any relevant interests of parties involved with the company. The Supervisory Board is responsible for supervising the Board of Management on the formulation and implementation of the strategy for the realization of the long-term value creation. Furthermore, the Supervisory Board is responsible for supervising management performance regarding the general affairs of the company and advising the Board of Management. In doing so the Supervisory Board also focuses on the effectiveness of the company’s internal risk management and control systems and the integrity and quality of the fnancial reporting. The Supervisory Board is supported in its work by three so-called core committees: the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. For a summary of the activities of the Supervisory Board and its committees in 2019, please refer to pages 26 to 33 of this annual report. At Boskalis there is close collaboration between the Supervisory Board and its committees, the Board of Management and the stakeholders. The Board of Management and the Supervisory Board are jointly responsible for looking after the interests of our stakeholders, which includes creating long-term value. The company has a Group Management, consisting of the members of the Board of Management and the Group Directors. The Group Management meets on a regular basis in order for the Board of Management to obtain a full overview of the activities in the divisions of the company, to align the day-to-day management across the company and to ensure optimal exchange of information between the divisions. Our stakeholders are those groups and individuals that directly or indirectly influence the company’s activities, or are influenced by them. They include the employees, shareholders and fnancial institutions, suppliers, clients, government bodies, educational and knowledge institutes, industry and society associations (including NGOs) and the communities in which Boskalis operates. At least

one General Meeting of Shareholders takes place every year. Its tasks include the adoption of fnancial statements and it holds authority with regard to the appointment and dismissal of Supervisory Board members and the members of the Board of Management. The interests of employees are promoted by the Works Council, which provides ongoing employee representation as required under the Dutch Works Councils Act. The general standards and values relating to our business activities are set out in the General Code of Business Conduct and the Supplier Code of Conduct. In these codes the main principles are laid down on how employees and suppliers of Boskalis should conduct themselves with regard to, for example, legislation and regulations, human rights, anti-corruption, competition, the environment, health and safety, staff and quality. Both codes can be found on the company’s website. Boskalis reviews its General Code of Business Conduct at least once every two years, most recently in 2018. In addition, the core values and rules for safety at work are set out in our safety program NINA. The Board of Management regularly stresses the importance of complying with the General Code of Business Conduct and the NINA principles. The Board of Management also provides employees with the opportunity to report any suspected misconduct within Boskalis of a general, fnancial, operational and employment nature which is not in line with the General Code of Business Conduct to a confdential independent counselor, without jeopardizing their legal position. This Whistleblower Policy can also be found on the company’s website. ARTICLES OF ASSOCIATION The Articles of Association of Boskalis set forth aspects of the governing principles regarding the company related to among others, the seat, the objects, the capital and shares of the company as well as its governing bodies, the fnancial year, the annual accounts and loss and proft. The text of the Articles of Association is available at www.boskalis.com COMPLIANCE The 2016 Dutch Corporate Governance Code (the “Code”) applies to all Dutch companies listed on the stock exchange and comprises a code of conduct for governance best practice. This Code includes both specifc principles and best practice provisions, as well as guidelines for their proper supervision. Boskalis subscribes to the notion that a sound and transparent system of checks and balances is key to maintaining confdence in companies operating on the capital market. Boskalis believes clarity and openness in accountability and supervision are the cornerstones of good management and entrepreneurship. The