Boskalis_Annual_Report_2016

ANNUAL REPORT 2016 – BOSKALIS 59

Boskalis subscribes to and applies all the principles and best practice provisions contained in the Corporate Governance Code, with the exception of the following provisions: ‚ The contracts between the company and two members of the Board of Management deviate from best practice provision II.2.8. The contract of the chairman of the Board of Management provides for a severance payment equal to 18 months and the contract of the Chief Financial Officer provides for a 24-month severance payment. Boskalis does apply the best practice provision to the contracts of all other members as well as future members of the Board of Management. ‚ In deviation of best practice IV.1.1, according to the Articles of Association, the General Meeting of Shareholders may pass a resolution to deprive the binding nature of a nomination for the appointment or a resolution for dismissal of a member of the Board of Management or a member of the Supervisory Board by a majority of at least two/third of the votes cast representing more than one-half of the company’s issued share capital. The deviation of this best practice provision is justified in view of creating long-term shareholder value. Maintaining continuity at both the Board of Management and the Supervisory Board is essential for delivering such long-term shareholder value. The company is protecting its stakeholders against a sudden change in management and supervision by maintaining the qualified majority and voting quorum requirement, which is in accordance with Dutch law. The composition and size of the Board of Management are based on the profile and strategy of the company. The expertise, experience and various competencies of the members of the Board of Management should contribute to this profile and strategy. In the year under review the combination of these elements resulted in the three members of the current Board of Management being male, meaning that the Board of Management, partly due to the nature of the company, is a reflection of the majority of the company’s employee population. When drafting the profile for new members of the Board of Management emphasis will be placed on diversity in view of the objective of achieving a balanced representation on the Board of Management. The composition and size of the Supervisory Board are also based on the company’s profile and strategy. As stated in the Profile, the expertise, experience and various competencies of members of the Supervisory Board should contribute to proper supervision of the company’s management and general performance. To advance a balanced composition, the Supervisory Board had included in the Profile that every effort was to be made to achieve a mixed composition, where possible in terms of age and gender with as specific objective to appoint a female member of the Supervisory board. In the year under review Ms. I. Haaijer was appointed to the Supervisory Board on 10 November 2016. Per ultimo 2016 this resulted in six members of the Supervisory Board being male and one member being female.

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, staff and quality. Both codes can be found on the company’s website. The General Code of Business Conduct and the Supplier Code of Conduct were revised in early 2016 in line with the periodical evaluation as set out in these documents. In addition, the core values and rules for safety at work are set out in our safety program NINA (No Injuries No Accidents). 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, financial, operational and employment nature which is not in line with the General Code of Business Conduct to a counselor, without jeopardizing their legal position. This Whistleblower Policy has been revised in 2016 and 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 among others to the seat, the objects, the capital and shares of the company as well as its governing bodies, the financial year, the annual accounts and loss and profit. The text of the Articles of Association is available at www.boskalis.com. The Articles of Association were amended on 9 December 2016 to implement the decisions of the Annual General Meeting of Shareholders of 10 May 2016 and the Extraordinary General Meeting of Shareholders of 17 August 2016 respectively to cancel the voluntary large company regime, to reduce the authorized capital and the nominal value of the ordinary shares and the cumulative protective preference shares as well as to align the text of the Articles of Association of the company with recent Dutch statutory amendments. COMPLIANCE The 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 specific 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 confidence in companies operating on the capital market. Boskalis believes clarity and openness in accountability and supervision are the cornerstones of good management and entrepreneurship. As required since the introduction of the Code in 2004, Boskalis published an ‘Apply or Explain’ report that sets out how the principles and best practice provisions are applied at Boskalis. This report is available on the website and copies can also be requested from the company.

The Corporate Governance Declaration can be found on the website www.boskalis.com/corporategovernance.