Boskalis Annual Report 2020

73

provisions, as well as guidelines for their proper supervision. Boskalis subscribes to the notion that a sound and transparent system of checks and balances is key to maintaining confidence in 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 formulated principles on diversity in the Boskalis Code of Conduct. Furthermore, a Diversity Policy is available 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, color, nationality, ethnic background, age, religion, political opinion, gender, pregnancy, sexual orientation, marital status, disability, trade union membership or any other characteristic protected by applicable law. 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. The employee population of Boskalis, partly due to the nature of the business activities, is predominately male, especially in the core processes on the fleet and in the projects. The current Board of Management with four male members can be seen as a reflection of that employee population. In the year under review no changes occurred in the composition of the Board of Management. 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 2020 this resulted in four

members of the Supervisory Board being male and two members 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 30 June 2020, Ms. I. Haaijer resigned as a member of the Supervisory Board and Ms. R.V.M. Jones-Bos was appointed as a new member of the Supervisory Board for a term until the Annual General Meeting of Shareholders in 2024. Based on Profile of the Supervisory Board, Ms. Jones-Bos was found the most suitable candidate, given her extensive management experience, which she has gained both at a national and international level. In addition, the Supervisory Board has reviewed its composition and size in the light of the Profile of the Supervisory Board and the strategy of the Company. In that context the Supervisory Board has decided that this is safeguarded by a Supervisory Board consisting of six members. Following the resignation of Mr. Hazewinkel at the Annual General Meeting of Shareholders, held on 30 June 2020, therefore no vacancy for the Supervisory Board needed to be filled. 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.

ANNUAL REPORT 2020 – BOSKALIS