ANNUAL REPORT 2016 – BOSKALIS 23
Specifc attention was paid to the company’s policy on safety, health and the environment and the societal aspects of doing business. The Supervisory Board received presentations by senior managers within the company to inform themselves on the developments in the areas of Logistical Management, Subsea Services and Salvage. The Supervisory Board discussed in 2016 the amendment of the Articles of Association to cancel the voluntary large company regime as well as a reduction of the nominal share capital of Boskalis. The Extraordinary General Meeting of Shareholders adopted the proposals of the Supervisory Board thereto on 17 August 2016. Attention was also paid to corporate social responsibility, with a comprehensive discussion by the Supervisory Board of the Boskalis Corporate Social Responsibility report. In 2016 the General Code of Business Conduct, the Supplier Code of Conduct and the Whistleblower Policy were revised due to new legislation. The Supervisory Board also addressed several times the policy and relevant developments in relation to anti-corruption and integrity. The Supervisory Board examined the company’s strategy and the risks associated with it. The development of the new Corporate Business Plan for the period 2017-2019 was extensively discussed. The Audit Committee regularly 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 signifcant 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 49 to 54 of this annual report. In 2016, the Supervisory Board gave consideration to the acquisition of the assets of STRABAG Wasserbau and the offshore activities of VolkerWessels, the sale of SMIT Amandla Marine in South Africa and Aannemingsmaatschappij Markus B.V., as well as the establishment of the joint venture KOTUG SMIT Towage to operate harbor towage services in Germany, the Netherlands, Belgium and the United Kingdom. Furthermore, considerable attention was paid by the Supervisory Board to the interest in Fugro N.V. Albeit that the activities of Fugro are consistent with the company’s strategy and are a good ft with Boskalis’ activities, it has been decided in December 2016 to sell down the holding in Fugro in steps, due to the continuing uncertain market conditions and the position of the Fugro management, which reduced the uncertainty in the Boskalis share.
ACTIVITIES OF THE SUPERVISORY BOARD
The Supervisory Board held fve regular meetings with the Board of Management of the company and scheduled one additional meeting. The attendance rate at the meetings of the Supervisory Board is 100%. The Supervisory Board also met several times without the Board of Management being present and there was regular telephone and one-on-one contact between the chairman of the Supervisory Board and the chairman of the Board of Management. In two meetings one Supervisory Board member did not attend part of the discussions due to a potential conflict of interest. The Supervisory Board held its meetings to discuss the annual and half-year results in the presence of the external auditor, Ernst & Young Accountants LLP. Permanent items on the agenda of the Supervisory Board are the development of the results, the balance sheet, the safety performance, and the industry and market developments. 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 low oil price and the continuing uncertain market conditions on the company. The Supervisory Board discussed the contracting of large projects such as the award of the Fehmarnbelt Tunnel project between Germany and Denmark, the additional work for the Porto Açu project in Brazil, the Duqm New Refnery project in Oman, the Texel and Houtrib dike projects in the Netherlands as well as the installation of subsea cables for the wind farm projects of Borssele I & II in the Netherlands and East Anglia in the United Kingdom, the decommissioning of the Viking and Vulcan oil platforms on the North Sea and the installation of foundations for the Aberdeen wind farm in the United Kingdom. The Supervisory Board also informed themselves on the execution of projects such as the installation of foundations for the Veja Mate and Wikinger wind farm projects in Germany, the transport of the FPU Likouf for the expansion of the Moho Nord oil feld offshore Congo, the transport of two topsides and various platform modules from South Korea to the Clair oil feld near the Shetland Islands in the United Kingdom. Furthermore, the fnancial settlement effects of projects, which were already technically completed, such as the Suez Canal Expansion project in Egypt, were discussed. In discussing these projects the Supervisory Board devoted attention to the various operational, geopolitical, societal, environmental and fnancial risks, and, where applicable, judged provisions made by the Board of Management. Other topics under scrutiny in 2016 included the corporate budget, liquidity, acquisition and investment/divestment proposals, the organizational structure and the staffng policies.
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