Boskalis_Annual Report_2017

report of the supervisory board ANNUAL REPORT 2017 – BOSKALIS 26 Remuneration policy for the Supervisory Board The remuneration policy for the Supervisory Board was adopted by the General Meeting of Shareholders on 10 May 2012. In 2017 the remuneration was applied in accordance with the remuneration policy as adopted. SELECTION AND APPOINTMENT COMMITTEE Members of the Selection and Appointment Committee In 2017 the Selection and Appointment Committee consisted of three members, with Mr. Hessels acting as chairman and Mr. Van Wiechen and Mr. Van der Veer as members. More than half of the members of the Remuneration Committee is independent in accordance with the Code. Duties and responsibilities of the Selection and Appointment Committee It is the role of the Selection and Appointment Committee to advise the Supervisory Board on: ‚ ‚ Drawing up selection criteria and nomination procedures with respect to members of the Supervisory Board and members of the Board of Management of the company. ‚ ‚ The periodic assessment of the size and composition of the Supervisory Board and the Board of Management and submission for a profile of the Supervisory Board. ‚ ‚ The periodic assessment of the performance of individual members of the Supervisory Board and Board of Management and reporting thereon to the Supervisory Board. ‚ ‚ Drawing up a plan for the succession with respect to members of the Supervisory Board and the members of the Board of Management. ‚ ‚ Proposing appointments and re-appointments. ‚ ‚ Supervising the policy of the Board of Management with respect to selection criteria and appointment procedures for the senior management of the company. Activities during 2017 In 2017, the Selection and Appointment Committee held two meetings. The attendance rate for the meetings of the Selection and Appointment Committee was 100% for Mr. Hessels, 100% for Mr. Van Wiechen and 100% for Mr. Van der Veer. In addition, the members consulted by telephone on several occasions outside these meetings. During the year under review, the Selection and Appointment Committee discussed the plan for the balanced composition and succession of the Board of Management and the composition and size of the Supervisory Board, bearing in mind the profle, retirement rota, and the evaluation of the performance of the Board of Management collectively and its members individually. In the year under review no appointments or re-appointments were due for the Supervisory Board and Board of Management. The company arranged an induction program for Ms. Haaijer in January 2017 to familiarize her with the general affairs of the company regarding fnancial, social and legal matters, the workings of the Supervisory Board, the markets Boskalis is operating in, its culture and the works council. No further training needs have been identifed for the Supervisory Board or the Board of Management in the year under review.

Reports and fndings of the meetings of the Selection and Appointment Committee were presented to the entire Supervisory Board.

DUTCH CORPORATE GOVERNANCE CODE Since the introduction of the Dutch Corporate Governance Code (the “Code”) in 2004, the principles of proper corporate governance and best practice provisions set out in the Code have regularly been discussed at Supervisory Board meetings. In the year under review the Supervisory Board has extensively discussed the revised Code and the impact thereof on the corporate governance of the company in general as well as the amendments required in the corporate governance documentation. These amendments in the corporate governance of the company shall be listed as a separate agenda item on the agenda of the General Meeting of Shareholders, to be held on 9 May 2018. The principal points of the Boskalis Corporate Governance policy can be found on pages 62 and 63 of this annual report. In the opinion of the Supervisory Board, the provisions of the Code regarding the independence of the members of the Supervisory Board have been complied with. The Supervisory Board considers Mr. Van Wiechen not to be independent in light of the Code, due to the fact that he fulflls the position of director at HAL Investments B.V., which company holds as at 31 December 2017 a major interest of 35.71% in the share capital of Boskalis. Outside the presence of the Board of Management the Supervisory Board discussed the performance of the Board of Management. It also discussed the performance of the Supervisory Board, the chairman of the Supervisory Board, the three committees and the individual members of the Supervisory Board. This evaluation was conducted by means of a questionnaire as well as through collective and bilateral discussions between the members of the Supervisory Board, the chairman of the Supervisory Board and the chairman of the Board of Management. In its opinion the Supervisory Board is functioning well. The Supervisory Board wishes to thank the employees and the Board of Management of Boskalis for the great efforts they have shown in 2017, especially considering the current market conditions.

Papendrecht / Sliedrecht, 7 March 2018

Supervisory Board

Mr. J.M. Hessels, chairman Mr. H.J. Hazewinkel, deputy chairman Ms. I. Haaijer Mr. J. van der Veer Mr. J.N. van Wiechen Mr. C. van Woudenberg