Boskalis Annual Report 2020
report of the supervisory board ANNUAL REPORT 2020 – BOSKALIS dredging projects such as the award of the EUR 1.5 billion land development project for Manila International Airport in the Philippines. For the Netherlands, the contracting of two dike reinforcement projects were taken into consideration. For Offshore Energy two exceptional transport and installation projects were awarded for the Kincardine floating windfarm off the coast of Scotland and the installation of bridge sections for the world’s longest suspension bridge, the Canakkale Bridge in Turkey. For Towage & Salvage the emergency response contracts for the vessels Wakashio and Stellar Banner were discussed. The Supervisory Board was also informed on the execution of projects such as the Fehmarnbelt tunnel project between Denmark and Germany, the LNG Canada dredging project, the transport of the Havfarm 1, the largest fish farm of the world, as well as the finalization of the Maersk Honam salvage operation. In discussing these projects, the Supervisory Board devoted attention to the various operational, geopolitical, societal, environmental and financial risks, and, where applicable, judged provisions made by the Board of Management. Other topics under scrutiny in 2020 included the corporate budget, the share price development and relations with shareholders, acquisition and investment/divestment proposals, the organizational structure, personnel and the staffing policies. Specific attention was paid to the company’s policy on safety, health and the environment and the societal aspects of doing business and the development of the safety results. Attention was also paid to sustainability, with a comprehensive discussion by the Supervisory Board of the sustainability report. In the discussion on the new Corporate Business Plan 2020-2022, the Supervisory Board paid among others attention to the energy transition and the valuable role Boskalis can play in the necessary climate change adaptation. In that light also the newly formulated purpose for the company, that Boskalis creates and protects welfare and advances the energy transition, was addressed and found fitting as a sustainable ambition for the company. The Board of Management presented to the Supervisory Board the further initiatives to reduce CO 2 emissions of its fleet by researching the application of other energy sources. The Supervisory Board also paid attention to the agreement signed with the NGO Wetlands International to intensify the existing collaboration to enhance and restore coastal wetlands. These habitats not only support coastal protection and fisheries but also store some of the world’s largest quantities of carbon. The Supervisory Board in addition discussed the introduction of the new comprehensive compliance framework with the updated Boskalis Code of Conduct and its underlying policies as well as the refreshed Supplier Code of Conduct. The Audit Committee assessed the structure and operation of the internal risk management and control systems associated with the strategy and discussed these with the Supervisory Board. No significant changes to the internal risk management and control systems were made during the year under review. Further information about the company’s risk management can be found on pages 62 to 68 of this annual report. 28 The Supervisory Board discussed the contracting of large
In 2020, the Supervisory Board gave consideration to the acquisitions of Ardent Americas and Rever Offshore, which respectively strengthen Boskalis’ activities in the field of emergency response and subsea services. The regular working visit of the Supervisory Board to a specific region and/or project has been cancelled in 2020 due to the COVID-19 pandemic. A number of Supervisory Board members met with the Works Council to discuss the impact of the COVID-19 pandemic on the company and its employees, the financial results, the corporate strategy, the conduct and culture of the company, the market developments and personnel matters. The Supervisory Board has three core committees – the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. The committees performed their tasks as follows: AUDIT COMMITTEE Members of the Audit Committee At the beginning of 2020, the Audit Committee consisted of four members: Mr. Hazewinkel (Chairman), Mr. Van Wiechen, Mr. De Kreij and Mr. Sperling. Mr. Hazewinkel stepped down as Chairman and member of the Audit Committee on 30 June 2020. Mr. de Kreij succeeded him as Chairman of the Audit Committee and fulfills the function of financial expert in the Audit Committee. At the end of the financial year, the Audit Committee therefore had three members. More than half of the members of the Audit Committee are independent in accordance with the Code. Duties and responsibilities of the Audit Committee The duties of the Audit Committee include: informing the Supervisory Board of the company of the outcome of the statutory audit and explaining how the statutory audit contributed to the integrity of the financial reporting and what the role of the Audit Committee has been in that process; monitoring the financial reporting process and submitting proposals to ensure its integrity; monitoring the effectiveness of the internal control system, the internal audit function and the risk management system regarding the financial reporting of the company; monitoring the statutory audit of the financial statements and the consolidated annual accounts, in particular the execution thereof taking into account the assessment of the AFM in accordance with article 26, sub clause 6 of EU Regulation 537/2014; assessing and monitoring the independence of the external auditor, specifically taking into account the provision of ancillary services to the company; determining the procedure for the selection of the external auditor and the nomination for the engagement to carry out the statutory audit in accordance with article 16 of EU Regulation 537/2014; advising the Supervisory Board on the approval of the appointment and the dismissal of the internal auditor; providing its opinion on the performance of the internal audit function; advising on the annual internal audit plan.
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