Boskalis Annual Report 2018

report of the supervisory board ANNUAL REPORT 2018 – BOSKALIS 26 During the year under review the activities of the Remuneration Committee included: ‚ ‚ informing itself of developments surrounding remuneration policy for senior management in the Dutch and international market; ‚ ‚ staying abreast of the latest corporate governance developments in the Netherlands and internationally; ‚ ‚ performing scenario analyses; ‚ ‚ submitting a proposal concerning the remuneration of individual members of the Board of Management in accordance with the law and the Code, wherein among others note has been taken of views of the individual members of the Board of Management with regard to the amount and structure of their own remuneration in the framework of the Remuneration Policy; ‚ ‚ discussing with the Board of Management the remuneration of the members of the Group Management, who are not members of the Board of Management; ‚ ‚ preparing a proposal for a new share-based long-term incentive scheme based on the outcome of a remuneration survey that was executed in 2017. In the year under review, the Remuneration Committee commissioned an external remuneration advisor to assist in the execution of its activities. The Remuneration Committee applies for the execution of its remuneration activities a labor market reference group, that is composed of a mix of fourteen Dutch (AEX and AMX-listed) companies that are comparable in terms of size and business activities. The labor market reference group consists of BAM, DSM, Fugro, SBM Offshore, Sligro, RELX Group, PostNL, Wolters Kluwer, Arcadis, Vopak, Aalberts Industries, OCI, KPN and TKH Group. In 2018 the labor market reference group remained unaltered. In 2017 the Remuneration Committee re-evaluated the prevailing remuneration policy for the members of the Board of Management in light of the current market developments and circumstances. The outcome of this remuneration survey showed that the members of the Board of Management receive an appropriate basic salary, but that the overall direct compensation package for all members of the Board of Management are in comparison with the labor the company and its affiliated enterprise. When formulating the proposal for remuneration of the Board of Management, the Remuneration Committee shall take note of the views of the individual members of the Board of Management with regard to the amount and structure of their remuneration. ‚ ‚ The preparation of the report on the remuneration policy implemented in the past financial year. The Remuneration Committee shall consider and include all matters required by law and the Code. The Supervisory Board’s remuneration report is available on the company’s website. Activities during 2018 The Remuneration Committee met three times during 2018. The attendance rate for the meetings of the Remuneration Committee was 100%. The Committee also held regular consultations outside these meetings. More than half of the members of the Remuneration Committee is independent in accordance with the Code.

market reference group below or around the lowest quartile (P25). This as a result of a relatively low long-term variable element. In addition, more and more (AEX and AMX-listed) companies have a share-based long-term incentive scheme. Based on this, it was announced in the Remuneration Report 2017, that the Supervisory Board had decided to propose an adjustment in the remuneration policy for the Board of Management to the Annual General Meeting of Shareholders to be held on 9 May 2018, wherein the level of remuneration for the Board of Management would be brought more in line with the market and a share-based long-term incentive scheme would be introduced to be applicable from 1 January 2018. In 2017 also a remuneration survey has been performed to calibrate the level of remuneration of members of the Supervisory Board. The results of this survey showed that the remuneration of the Supervisory Board is relatively lower than the median of the labor market reference group. In the Remuneration Report 2017 it was therefore also announced that the Supervisory Board would propose an adjustment in the remuneration policy for the Supervisory Board to the Annual General Meeting of Shareholders to bring the level of remuneration in line with market level. However, in view of the prevailing business environment and the general interest of the company, the Supervisory Board has decided, in close consultation with the Board of Management, not to schedule the proposals to adjust the remuneration policy for the Board of Management and the Supervisory Board for the agenda of the Annual General Meeting of Shareholders in 2018. The Chairman of the Remuneration Committee explained the background of this decision at the Annual General Meeting of Shareholders on 9 May 2018. The Supervisory Board will schedule a new proposal for an adjustment in the remuneration policy for the Board of Management to the Annual General Meeting in 2020, wherein the level of remuneration for the Board of Management will be brought more in line with the market and a share-based long-term incentive scheme will be introduced. The overview of the activities of the Remuneration Committee is also published in the Remuneration report 2018 on the website of the company (www.boskalis.com). Remuneration policy for the Board of Management The current remuneration policy for the Board of Management was adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011. The remuneration policy is consistent with the strategy and core values of Boskalis, which are centered on long-term orientation and continuity and take into account the interests of Boskalis’ shareholders, clients, employees as well as the ‘wider environment’. In 2018 the remuneration policy was applied in accordance with the remuneration policy as last adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011. The full text of the remuneration policy can be found on the Boskalis website. 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 2018 the remuneration was applied in accordance with the remuneration policy as adopted.