Boskalis_Annual Report_2017

ANNUAL REPORT 2017 – BOSKALIS 23

Other topics under scrutiny in 2017 included the corporate budget, liquidity, the share price development and relations with shareholders, acquisition and investment/divestment proposals, the organizational structure and the staffng policies. Specifc attention was paid to the company’s policy on safety, health and the environment and the societal aspects of doing business. The Supervisory Board gave consideration to the investment of the company in a second newbuild mega cutter dredger as well as the addition of two diving support vessels to the fleet. The Supervisory Board received presentations by senior managers within the company to inform themselves on the developments in the areas of Dredging & Inland Infra in the region Europe, the cable-laying activities of VBMS, the new company-wide quality system: the Boskalis Way of Working and the Design, Tender and Engineering Department. Attention was also paid to corporate social responsibility, with a comprehensive discussion by the Supervisory Board of the Boskalis Corporate Social Responsibility report. In the beginning of 2018 the General Code of Business Conduct, the Supplier Code of Conduct and the Whistleblower Policy with the therein embodied values, and their execution and compliance were discussed. The Supervisory Board also addressed the policy and relevant developments in relation to anti-corruption and integrity. The Audit Committee regularly assessed the structure and operation of the internal risk management and control systems associated with the strategy and discussed these with the Supervisory Board. No signifcant changes to the internal risk management and control systems were made during the year under review. Further information about the company’s risk management can be found on pages 52 to 58 of this annual report. In 2017, the Supervisory Board gave consideration to the acquisition of the subsea survey company Gardline and the divestment of the remaining interest in Fugro N.V. 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 projects in the Netherlands during the year under review. During this visit the Supervisory Board familiarized itself with the activities of Boskalis Nederland. In the course of doing so extensive attention was paid to the market trends, tender procedures and possible new projects in the region. In addition, the Supervisory Board visited the Isala Delta Project in Kampen, which forms part of the Room for the River project in the Netherlands as well as the Marker Wadden, which is a project aiming to restore nature in the Markermeer lake.

(potential) conflict of interest, nor transactions with a majority shareholder, have occurred in the year under review. The Supervisory Board has discussed the acceptance of supervisory board positions by members of the Board of Management and members of the Supervisory Board. The Supervisory Board held its meetings to discuss the annual and half-year results in the presence of the external auditor, Ernst & Young Accountants LLP. Permanent items on the agenda of the Supervisory Board are the strategy, the development of the results, the balance sheet, the safety performance, and the industry and market developments. At the onset of the year under review the Board of Management proposed a new Corporate Business Plan for the period 2017- 2019. The Supervisory Board discussed this proposal in the context of the long-term value creation for the company, whereafter approval was given to the new strategy. The essential outline of the Corporate Business Plan 2017-2019 can be found on pages 10 to 15 of this report. At the beginning of 2018 the Supervisory Board received an update from the Board of Management on the implementation, execution, risks and opportunities of the Corporate Business Plan 2017-2019. Within the context of the Corporate Business Plan 2017-2019 the Board of Management presented the reorganization of the headquarters of the company to right-size the organization. The Supervisory Board considered this and the related reduction in workforce and informed itself on a regular basis regarding the execution of the reorganization by the Board of Management. 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. During the year under review subjects addressed included among others the impact of the low oil price and the continuing uncertain market conditions on the company. The Supervisory Board discussed the contracting of large projects such as the award of the Duqm liquid bulk berth project in Oman, the Hartel Tank Terminal in Rotterdam, the Nord Stream 2 rock installation in the Baltic Sea, the JNPT project in Mumbai, India, the deepening of the Martin Garcia channel in Uruguay as well as the installation of export cables for the Borssele 3 and 4 offshore wind farms in the Netherlands. The Supervisory Board also informed themselves on the execution of projects such as the Aasta Hansteen topside float-over installation in Norway, the SAAone road construction project in the Netherlands, the Pluit project in Indonesia and the Wikinger offshore wind farm project in Germany. In discussing these projects the Supervisory Board devoted attention to the various operational, geopolitical, societal, environmental and fnancial risks, and, where applicable, judged provisions made by the Board of Management.