Boskalis Annual Report 2020
report of the supervisory board ANNUAL REPORT 2020 – BOSKALIS 30 In addition, the Audit Committee focused more specifically on the framework of the financial reporting and on the recognition in the accounts of the virtually exclusively non-cash exceptional charges mainly consisting of an impairment on goodwill and vessels in two joint ventures, certain cable-laying equipment as well as of a limited number of older vessels in the Boskalis fleet, which are earmarked for scrapping. Furthermore, the Audit Committee addressed the necessary measures to further enhance cybersecurity, the privacy policies and the fraud and anti-corruption policies. 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. Furthermore, the proposed acquisition of Ardent Americas and Rever Offshore were assessed. In the Audit Committee, the activities performed by the internal auditor during 2020 as well as the internal Audit Plan for 2021 have been discussed with the internal auditor. Other topics of discussion included a review of the scope of the internal audit function. In addition to the Chairman of the Board of Management and the Chief Financial Officer, the Group Controller and the external auditor were also present at the meetings of the Audit Committee. The internal auditor and other officers joined the meetings of the Audit Committee for the topics relevant to their function. The Audit Committee discussed with the external auditor the audit plan as well as the audit fees. The scope and materiality of the audit plan and the principal risks of the annual reporting, as well as the findings and outcome of the control process of the financial statements and management letter, was given consideration by the Audit Committee, whereby the Audit Committee received information on the most important topics of discussion with the external auditor related to the drafts of the Management Letter and the audit reports. The performance of the external and internal audit functions were assessed by means of discussions with the Board of Management, the internal and external auditor as well as senior management. The Audit Committee informed the external auditor of the main elements regarding its performance. The Audit Committee also established the independence of the external auditor. The Audit Committee reported its findings on the performance of and the relationship with the external auditor to the Supervisory Board. During the year under review, meetings were also held with the external auditor without the company’s Board of Management being present. During the financial year 2020, the Audit Committee organized an audit tender to advice to the Supervisory Board on the selection of a new external Auditor for 2022 and subsequent years. The proposal for the appointment of a new external auditor shall be scheduled by the Supervisory Board for the Annual General Meeting in 2021. Reports and findings of the meetings of the Audit Committee were presented to and discussed with the entire Supervisory Board.
REMUNERATION COMMITTEE Members of the Remuneration Committee At the beginning of 2020, the Remuneration Committee consisted of three members, with Mr. Hazewinkel as Chairman and Mr. Van der Veer and Ms. Tammenoms Bakker as members. Mr. Hazewinkel stepped down as Chairman and member on 30 June 2020. He was succeeded by Ms. Tammenoms Bakker as Chairman as per that same date. Also on 30 June 2020, Ms. Jones-Bos joined the Remuneration Committee as member. More than half of the members of the Remuneration Committee are independent in accordance with the Code. Duties and responsibilities of the Remuneration Committee It is the role of the Remuneration Committee to advise the Supervisory Board on: the submission of a clear and understandable proposal concerning the remuneration policy to be pursued for members of the Board of Management with focus on long-term value creation for the company and the business connected with it, which shall take into account the internal pay ratios within the company. The Remuneration Committee shall consider and include all matters required by law, and more in particular the Act Implementation EU Shareholders Directive, and the Corporate Governance Code 2016 (the “Code”). The Supervisory Board shall present the policy to the General Meeting of Shareholders for adoption. the submission of a proposal concerning the remuneration of individual members of the Board of Management. The proposal shall be drawn up in accordance with the remuneration policy that has been established and will, in any event, cover the remuneration structure, the amount of the fixed and variable remuneration components, the performance criteria used, the scenario analyses that are carried out and the pay ratios within the company and its affiliated enterprise. When formulating the proposal for remuneration of the Board of Management, the Remuneration Committee shall take note of the views of the individual members of the Board of Management with regard to the amount and structure of their remuneration. the preparation of the report on the remuneration policy implemented in the past financial year. The Remuneration Committee shall consider and include all matters required by law and the Code. The Supervisory Board’s remuneration report shall be placed on the company’s website. Activities during 2020 The Remuneration Committee met three times during 2020. The attendance rate for the meetings of the Remuneration Committee was 100% for all members of the Remuneration Committee, apart from Ms. Tammenoms Bakker, who missed one meeting in January 2020. One of the meetings was held via Microsoft Teams due to the COVID-19 preventive measures and restrictions. The Committee also held regular telephone consultations outside these meetings. During the year under review the activities of the Remuneration Committee included: informing itself of developments surrounding the remuneration policy for senior management in the Dutch and international markets; staying abreast of the latest corporate governance developments in the Netherlands and internationally;
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