Boskalis Annual Report 2020
ACTIVITIES OF THE SUPERVISORY BOARD The Supervisory Board held five regular meetings with the Board of Management and Group Management of the company. In addition, an extra meeting of the Supervisory Board was organized in December 2020 to discuss the impact of the COVID-19 pandemic on the company and the physical and mental wellbeing of the employees. The Supervisory Board also attended a special workshop on the preparation and execution of tender procedures for large and complex projects. The attendance rate at the meetings of the Supervisory Board is for all Supervisory Board members 100%, apart from Ms. Tammenoms Bakker, who missed one meeting in January 2020. The Supervisory Board met via Microsoft Teams from March 2020 onwards due to the COVID-19 preventive measures and restrictions. The Supervisory Board also met several times without the Board of Management being present and there was regular telephone contact between the Chairman of the Supervisory Board and the Chairman of the Board of Management. Neither transactions with a (potential) conflict of interest, nor transactions with majority shareholders, have occurred in the year under review. The Supervisory Board has discussed the acceptance of supervisory board positions by members of the Board of Management and members of the Supervisory Board at other companies or institutions. The most important topic on the agenda of the Supervisory Board in the year under review has been the impact of the COVID-19 pandemic on the market circumstances, the continuity of the operations of the company, the Corporate Business Plan 2020-2022 and the physical and mental wellbeing of the employees. The Board of Management informed the Supervisory Board outside and inside meetings on a very regular basis on the latest developments concerning the precautionary measures taken to ensure the health and safety of its personnel and all necessary steps to continue the business. The Supervisory Board decided after careful consideration and taking into account the health and safety of shareholders and employees, to postpone the Annual General Meeting of Shareholders due to the COVID-19 pandemic. Instead of the planned physical meeting on 13 May 2020, a virtual meeting via webcast on 30 June 2020 was organized and measures were taken to safeguard the rights of the shareholders in these extraordinary circumstances. The Supervisory Board held its meetings to discuss the annual and half-year results in the presence of the external auditor, EY.
strong focus on cash generation and preservation, including minimizing the non-project related out-of-pocket expenses, optimizing the working capital and nearly halving the 2020 capital investment program. In addition, the Supervisory Board decided upon recommendations of the Board of Management not to schedule a dividend proposal over the financial year 2019 for the agenda of the Annual Meeting of Shareholders on 30 June 2020 and to suspend the share buyback program as from 2 April 2020. The Supervisory Board agreed to resume the share buyback program again on 21 August 2020. In light of the health and safety of personnel the Supervisory Board addressed the measures the Board of Management has undertaken with regard to the prevention of contamination on vessels, projects and offices, the internal and external communications on this topic, and all actions to support the physical and mental wellbeing of the employees during extended working periods on board of the vessels or on projects, complicated travel arrangements, quarantine and working from home. Permanent items on the agenda of the Supervisory Board are the strategy, the development of the results, the financials, the safety performance, the industry and market developments and the employees. Early 2020, the Supervisory Board received a presentation from the Board of Management on the new Corporate Business Plan for the period 2020-2022. The Supervisory Board concluded that the new Corporate Business Plan sets out a strong strategic vision for the period 2020-2022 with a clear sustainability agenda. The plan was however rapidly overshadowed by the COVID-19 pandemic and the near-term market developments are very different from the assumptions underlying the 2020-2022 Corporate Business Plan. Notwithstanding this changed environment, progress was made on many of the strategic initiatives whilst certain plans have been re-phased and postponed. Nonetheless, a full review of the business plan is justified once the COVID-19 pandemic is under control and the mid- to long-term impact is clearer. Boskalis will therefore review its relevant end-markets in the second half of 2021 with the intent to publish a new Corporate Business Plan 2022-2024 in March 2022. Within the context of the market developments the order book and potential large projects as well as the status of important contracted projects were discussed. During the year under review, subjects addressed included among others the impact of the continuing uncertain market conditions on the company due to the COVID-19 pandemic and the decline in the oil price, the latter affecting mainly the Offshore Energy division. The Supervisory Board discussed with the Board of Management how challenges were faced to continue projects.
Furthermore, the Supervisory Board discussed the proactive measures proposed by the Board of Management to increase its
ANNUAL REPORT 2020 – BOSKALIS
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