Boskalis Annual Report 2018
report of the supervisory board ANNUAL REPORT 2018 – BOSKALIS 24 The cutter suction dredger Helios at work in Duqm, Oman 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 the regional offce in the Middle East during the year under review. During this visit the Supervisory Board familiarized itself with the activities of Boskalis in the feld of Dredging & Inland Infra, Offshore Energy and Towage in that area. In the course of doing so extensive attention was paid to the market trends, geopolitical aspects, tender procedures and possible new projects in the region. In addition, the Supervisory Board visited the Liquid Berths Project in Oman, a sizable dredging work to develop a new part of the Port of Duqm. A number of Supervisory Board members met with the Works Council to discuss the results, the corporate strategy, the conduct and culture of the company, the market developments and personnel matters. The Supervisory Board has three core committees – the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. The committees performed their tasks as follows: AUDIT COMMITTEE Members of the Audit Committee At the beginning of 2018 the Audit Committee consisted of three members: Mr. Hazewinkel (Chairman), Mr. Van Wiechen and Ms. Haaijer. After the meeting of the Audit Committee on 15 August 2018 Ms. Haaijer stepped down as member of the Audit Committee and
was succeeded by Mr. De Kreij. Mr. Hazewinkel fulfills the role of financial expert in the Audit Committee. More than half of the members of the Audit Committee are independent in accordance with the Code. Duties and responsibilities of the Audit Committee The duties of the Audit Committee include: Informing the Supervisory Board of the company of the outcome of the statutory audit and explaining how the statutory audit contributed to the integrity of the financial reporting and what the role of the Audit Committee has been in that process. Monitoring the financial reporting process and submitting proposals to ensure its integrity. Monitoring the effectiveness of the internal control system, the internal audit function and the risk management system regarding the financial reporting of the company. Monitoring the statutory audit of the financial statements and the consolidated annual accounts, in particular the execution thereof taking into account the assessment of the AFM in accordance with article 26, sub clause 6 of EU Directive 537/2014. Assessing and monitoring the independence of the external auditor, specifically taking into account the provision of ancillary services to the company. Determining the procedure for the selection of the external auditor and the nomination for the engagement to carry out the statutory audit in accordance with article 16 of EU Directive 537/2014. Advising the Supervisory Board on the approval of the appointment and the dismissal of the internal auditor. Providing its opinion on the performance of the internal audit function. Advising on the annual internal audit plan.
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