Boskalis_Annual Report_2017

ANNUAL REPORT 2017 – BOSKALIS 63

requirements related to education and experience contained in the Diversity Policy. Per ultimo 2017 this resulted in fve members of the Supervisory Board being male and one member being female. In the year under review no new appointments were made for the Supervisory Board. When drafting the profle for new members of the Supervisory Board emphasis will be placed on diversity in view of the objective of achieving a balanced representation on the Supervisory Board. In accordance with the Code, Boskalis publishes a ‘Comply 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. This ‘Comply and Explain’ report has also been reviewed in the fnancial year and has been brought in accordance with the Revised Code. Boskalis subscribes to and applies all the principles and best practice provisions contained in the Corporate Governance Code, with the exception of best practice 4.3.3. In deviation of this best practice, 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 justifed in view of the long-term value creation. Maintaining continuity at both the Board of Management and the Supervisory Board is essential for delivering such long-term value. The company is protecting its stakeholders against a sudden change in management and supervision by maintaining the qualifed majority and voting quorum requirement, which is in accordance with Dutch law.

companies operating on the capital market. Boskalis believes clarity and openness in accountability and supervision are the cornerstones of good management and entrepreneurship. The Code has recently been revised by the Monitoring Committee Corporate Governance and has entered into force on 1 January 2017 with a transitional period for the implementation of the required changes in the corporate governance documentation of the company until 31 December 2017 (the “Revised Code’). Boskalis has amended the regulations of the Supervisory Board and its committees as well as the profle of the Supervisory Board to align them with the principles and best practices of the Revised Code, These regulations and the profle of the Supervisory Board are published on the company’s website (www.boskalis.com). Furthermore a Diversity Policy has been formulated explaining the company’s broad view on diversity. Boskalis operates a strict equal opportunities policy for all employees, the Board of Management and the Supervisory Board, regardless of race, nationality, ethnic background, age , religion, gender, sexual orientation or disability, whereby the principle of the best person for the job is leading. The Diversity Policy is also available on www.boskalis.com As described in the Diversity Policy, the composition and size of the Board of Management are based on the profle and strategy of the company. The expertise, experience and various competencies of the members of the Board of Management should contribute to this profle and strategy. The goal for the composition of the Board of Management is to aim as much as possible for a diverse composition, where possible in age and gender, taking into account the statutory requirements and the requirements related to education and experience as contained in the Diversity Policy. 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. In 2017 no new appointments were made for the Board of Management. When drafting the profle 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 profle and strategy. As stated in the profle of the Supervisory Board and the Diversity Policy, 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. The goal for the composition of the Supervisory Board is to aim as much as possible for a diverse composition, where possible in age and gender, taking into account the statutory requirements and the

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