Boskalis Annual Report 2018

ANNUAL REPORT 2018 – BOSKALIS 29

On 8 May 2019 the term of appointment of Mr. Van der Veer as member of the Supervisory Board ends. The Selection and Appointment Committee proposed to the Supervisory Board in accordance with the Profle to make a binding nomination to the Annual General Meeting of Shareholders to reappoint Mr. Van der Veer as member of the Supervisory Board, due to his extensive experience as Chairman and member of the Supervisory Board and the professional manner in which he fulflls that Chairman- and membership The Supervisory Board adopted this recommendation and shall make a binding nomination to the coming Annual General Meeting of Shareholders to reappoint Mr. Van der Veer for a period commencing on 8 May 2019 until and including the Annual Meeting of Shareholders in 2023. On 8 May 2019 the term of appointment of Mr. Van Wiechen as member of the Supervisory Board ends. The Selection and Appointment Committee proposed to the Supervisory Board in accordance with the Profle to make a binding nomination to the Annual General Meeting of Shareholders to reappoint Mr. Van Wiechen as member of the Supervisory Board. This nomination deviates of best practice 2.2.2 of the Code, but is due to Mr. Van Wiechen’s position of director at HAL Investments B.V., his extensive experience as member of the Supervisory Board and the professional manner in which he fulflls that membership. The Supervisory Board adopted this recommendation and shall make a binding nomination to the coming Annual General Meeting of Shareholders to reappoint Mr. Van Wiechen for a period commencing on 8 May 2019 until and including the Annual Meeting of Shareholders in 2023. On 8 May 2019 the third term of appointment of Mr. Van Woudenberg as member of the Supervisory Board ends. Mr. Van Woudenberg is no longer available for reappointment. Therefore a vacancy in the Supervisory Board needs to be flled. The Selection and Appointment Committee, after a careful selection process, found Ms. Tammenoms-Bakker willing to fll this vacancy. Ms. Tammenoms-Bakker fulflled in the past the function of advisor and chairman of the Dutch Council for the Environment and Infrastructure and the position of Director-General of the Dutch Ministry of Infrastructure and Water Management. Furthermore she has been working for Quest International Limited, McKinsey & Co and several parts of Royal Dutch Shell plc. Currently Ms. Tammenoms-Bakker is chairman of the Van Leer Group Foundation and member of the supervisory boards of Groupe Wendel, Unibail-Rodamco SE and TomTom N.V. as well as non-executive director of CNH Industrial N.V. Ms. Tammenoms-Bakker was selected in accordance with the Profle of the Supervisory Board given her broad management experience at international (stock- listed) companies and her knowledge and experience in the feld of transport and infrastructure. The Supervisory Board adopted this recommendation of the Selection and Appointment Committee and shall make a binding nomination to the coming Annual General Meeting of Shareholders to appoint Ms. Tammenoms-Bakker as member of the Supervisory Board for the period commencing on 8 May 2019 until and including the Annual General Meeting of Shareholders in 2023.

The company arranged an induction program for Mr. De Kreij in July 2018 to familiarize him with the general affairs of the company regarding financial, social and legal matters, the workings of the Supervisory Board, the markets Boskalis is operating in, its culture and the works council. No further training needs have been identified for the Supervisory Board or the Board of Management in the year under review. Reports and findings of the meetings of the Selection and Appointment Committee were presented to and discussed with the entire Supervisory Board. DUTCH CORPORATE GOVERNANCE CODE Since the introduction of the Dutch Corporate Governance Code (the “Code”) in 2004 and the revision in 2016, the principles of proper corporate governance and best practice provisions set out in the Code have regularly been discussed at Supervisory Board meetings. The principal points of the Boskalis Corporate Governance policy can be found on pages 64 and 65 of this annual report. In the opinion of the Supervisory Board, the provisions of the Code regarding the independence of the members of the Supervisory Board have been complied with. The Supervisory Board considers Mr. Van Wiechen the only Supervisory Board member not to be independent in light of the Code, due to the fact that he fulfills the position of director at HAL Investments B.V., which company holds as at 31 December 2018 a major interest of 40.30% in the share capital of Boskalis. Outside the presence of the Board of Management the Supervisory Board discussed the performance of the Board of Management. It also discussed the performance of the Supervisory Board, the Chairman of the Supervisory Board, the three committees and the individual members of the Supervisory Board. This evaluation was conducted by means of a questionnaire as well as through collective and bilateral discussions between the members of the Supervisory Board, the Chairman of the Supervisory Board and the Chairman of the Board of Management. In its opinion the Supervisory Board is functioning well. The Supervisory Board has implemented actions to address the conclusions of the evaluation, among others with regard to diversity. The Supervisory Board wishes to thank the employees and the Board of Management of Boskalis for the great efforts they have shown in 2018, especially considering the current market conditions.

Papendrecht / Sliedrecht, 6 March 2019

Supervisory Board

Mr. J. van der Veer, Chairman Mr. H.J. Hazewinkel, deputy Chairman Ms. I. Haaijer Mr. J.P. de Kreij Mr. J.N. van Wiechen Mr. C. van Woudenberg