Boskalis Annual Report 2018

ANNUAL REPORT 2018 – BOSKALIS 27

Reports and fndings of the meetings of the Remuneration Committee were presented to and discussed with the entire Supervisory Board.

Activities during 2018 In 2018 the Selection and Appointment Committee held three meetings. The attendance rate for the meetings of the Selection and Appointment Committee was 100%. 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 of the Board of Management and the composition and size of the Supervisory Board, bearing in mind the profile, retirement rota, and the evaluation of the performance of the Board of Management collectively and its members individually. In that regard the Selection and Appointed Committee also discussed the succession of the Board of Management in accordance with the succession plan. On 9 May 2018 the term of appointment of Mr. Kamps as member of the Board of Management ended. The Selection and Appointment Committee proposed to the Supervisory Board to make a binding nomination to the Annual General Meeting of Shareholders to reappoint Mr. Kamps as member of the Board of Management and Chief Financial Offcer of the company. Mr. Kamps had informed the Supervisory Board that after a long service record with the company, he wished to pursue other interests in his working life. The Supervisory Board therefore nominated Mr. Kamps to be reappointed for a period of one year commencing on 9 May 2018 until and including the Annual Meeting of Shareholders in 2019, to ensure the continuity and the proper transfer to his successor. On 9 May 2018 the Annual General Meeting of Shareholders reappointed Mr. Kamps as member of the Board of Management for a period until and including the Annual General Meeting of Shareholders in 2019. The Selection and Appointment Committee regularly reviews whether the composition and size of the Board of Management matches the profle and strategy of the company. In the light of strengthening the Offshore Energy division, the Selection and Appointment Committee proposed to the Supervisory Board to increase the Board of Management from three to four members.

SELECTION AND APPOINTMENT COMMITTEE Members of the Selection and Appointment Committee At the beginning of 2018 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. On 9 May 2018 Mr. Hessels stepped down as Chairman of the Selection and Appointment Committee. He was succeeded as Chairman by Mr. Van der Veer. As per the same date Mr. Van Woudenberg joined the Selection and Appointment Committee as member. 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.