Boskalis Annual Report 2018

ANNUAL REPORT 2018 – BOSKALIS 65

companies operating on the capital market. Boskalis believes clarity and openness in accountability and supervision are the cornerstones of good management and entrepreneurship. The regulations of the Supervisory Board and its committees as well as the profile of the Supervisory Board are aligned with the principles and best practices of the Code. These regulations and the profile of the Supervisory Board are published on the company’s website (www.boskalis.com). Boskalis has also formulated a Diversity Policy explaining the company’s broad view on diversity. Boskalis operates a strict equal opportunities policy for all employees, the Board of Management and the Supervisory Board, regardless of race, nationality, ethnic background, age, religion, gender, sexual orientation or disability, whereby the principle of the best person for the job is leading. The Diversity Policy is also available on www.boskalis.com. As described in the Diversity Policy, the composition and size of the Board of Management are based on the profile and strategy of the company. The expertise, experience and various competencies of the members of the Board of Management should contribute to this profile and strategy. The goal for the composition of the Board of Management is to aim as much as possible for a diverse composition, where possible, in age and gender, taking into account the statutory requirements and the requirements related to education and experience as contained in the Diversity Policy and the Code. In the year under review the combination of these elements resulted in the four members of the current Board of Management being male, meaning that the Board of Management, partly due to the nature of the company, is a reflection of the majority of the company’s employee population. At the Extraordinary General Meeting of Shareholders held on 15 August 2018, Mr. B.H. Heijermans was appointed to the Board of Management with effect from 1 September 2018 and for a term until the Annual General Meeting of Shareholders in 2022. Based on the specifc requirements to lead the Offshore Energy division, Mr. Heijermans was found the most suitable candidate, considering his expertise, knowledge and experience in the feld of Offshore Energy. No equivalent female candidate was found. The composition and size of the Supervisory Board are also based on the company’s profile and strategy. As stated in the profile of the Supervisory Board and the Diversity Policy, the expertise, experience and various competencies of members of the Supervisory Board should contribute to proper supervision of the company’s management and general performance. The goal for the composition of the Supervisory Board is to aim as much as possible for a diverse composition, where possible, in age and gender, taking into account the statutory requirements

and the requirements related to education and experience contained in the Diversity Policy and the Code. Per ultimo 2018 this resulted in five members of the Supervisory Board being male and one member being female. When drafting the profile for new members of the Supervisory Board emphasis is placed on diversity in view of the objective of achieving a balanced representation on the Supervisory Board. At the Annual General Meeting of Shareholders held on 9 May 2018, Mr. J.M. Hessels resigned as a member of the Supervisory Board and Mr. J.P. de Kreij was appointed as a new member of the Supervisory Board for a term until the Annual General Meeting of Shareholders in 2022. Based on Profle of the Supervisory Board, Mr. De Kreij was found the most suitable candidate, considering his extensive management experience, which he has gained in an internationally listed company, active in the oil, chemical and gas markets as well as his knowledge and experience as senior partner at PWC. No equivalent female candidate was found. In accordance with the Code, Boskalis publishes an ‘Apply or Explain’ report that sets out how the principles and best practice provisions are applied at Boskalis. This report is available on the website and copies can also be requested from the company. Boskalis subscribes to and applies all the principles and best practice provisions contained in the Corporate Governance Code, with the exception of best practice 4.3.3. In deviation of this best practice, according to the Articles of Association, the General Meeting of Shareholders may pass a resolution to deprive the binding nature of a nomination for the appointment or a resolution for dismissal of a member of the Board of Management or a member of the Supervisory Board by a majority of at least two/ third of the votes cast representing more than one-half of the company’s issued share capital. The deviation of this best practice provision is justified in view of the long-term value creation. Maintaining continuity at both the Board of Management and the Supervisory Board is essential for delivering such long-term value. The company is protecting its stakeholders against a sudden change in management and supervision by maintaining the qualified majority and voting quorum requirement, which is in accordance with Dutch law.

The Corporate Governance Declaration can be found on the website www.boskalis.com/corporategovernance.