Boskalis Annual Report 2018

ANNUAL REPORT 2018 – BOSKALIS 23

ACTIVITIES OF THE SUPERVISORY BOARD The Supervisory Board held five regular meetings with the Board of Management and Group Management of the company. The attendance rate at the meetings of the Supervisory Board is for all Supervisory Board members 100%, apart from Mr. Van der Veer, who missed one meeting in January 2018. The Supervisory Board also met several times without the Board of Management being present and there was regular telephone and one-on-one contact between the Chairman of the Supervisory Board and the Chairman of the Board of Management. Neither transactions with a (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 at other companies or institutions. 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 fnancials, the safety performance, and the industry and market developments. In 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 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, which affected especially the Offshore Energy division with a sharp drop in the results relating to the transport activities at the low end of the market. The Supervisory Board considered in this context the proposal of the Board of Management to terminate these activities, which no longer formed a ft with the strategy for Offshore Energy as set out in the Corporate Business Plan 2017-2019. Furthermore the proposed divestment of the equity stakes in Saam Smit Towage and Kotug Smit Towage were discussed. The Supervisory Board assessed the total extraordinary charge of EUR 519.5 million which was mainly due to the termination of the transport activities, the impairment on Boskalis’ interests in the harbor towage joint ventures, as well as the effects for the organization. The Supervisory Board discussed the contracting of large dredging projects such as the award of the building of a polder and the Tuas Terminal Finger Pier 3 in Singapore as well the contract for the performance of dredging activities for LNG Canada. For Offshore Energy the conclusion of a Long Term Agreement with

Saudi Aramco in Saudi Arabia and contract for the Export Cable Installation for the wind farm Ostwind 2 were considered. For Towage & Salvage the two multi-year marine salvage contracts with the American Navy and the emergency response contract for the partly burned out container vessel Maersk Honam were paid attention to. The Supervisory Board also informed themselves on the execution of projects such as among others the Duqm Liquid Berths Project in Oman and Wikinger, the offshore wind farm project in Germany. In discussing these projects the Supervisory Board devoted attention to the various operational, geopolitical, societal, environmental and financial risks, and, where applicable, judged provisions made by the Board of Management. Other topics under scrutiny in 2018 included the corporate budget, the working capital, the liquidity, the share price development and relations with shareholders, acquisition and investment/divestment proposals, the organizational structure, personnel and the staffing policies. Specific attention was paid to the company’s policy on safety, health and the environment and the societal aspects of doing business. The Supervisory Board received presentations by senior managers within the company to inform themselves on the developments regarding the streamlining of Gardline and the update of the global safety program No Injuries No Accidents (NINA). Attention was also paid to corporate social responsibility, with a comprehensive discussion by the Supervisory Board of the Boskalis Corporate Social Responsibility report. The Supervisory Board paid among others attention to the initiative of Boskalis to reduce CO 2 emissions of its fleet by using sustainable biofuel, where feasible, and the acquisition of two LNG powered tugs. In 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 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 significant 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 54 to 60 of this annual report. In 2018 the Supervisory Board gave consideration to the acquisition of the offshore companies Bohlen & Doyen GmbH in Germany and Horizon Survey Company (FZA) in the United Arab Emirates.