Boskalis_Annual_Report_2016

ANNUAL REPORT 2016 – BOSKALIS 25

‚ Supervising the provision of financial information by the company, the tax planning, the application of information, communication and communication technology, and the financing of the company. ‚ Maintaining regular contacts and supervising the relationship with the external auditor as well as the compliance with and implementation of the external auditor’s recommendations. ‚ Nominating an external auditor for appointment by the General Meeting of Shareholders. ‚ The financial statements, the annual budget and significant capital investments by the company. ‚ Supervising the functioning of the internal audit function. Activities during 2016 The Audit Committee met in full on three occasions during 2016. Regular topics discussed during these meetings included: the 2015 financial statements, the (interim) financial reporting for the 2016 financial year, the results relating to large projects and operating activities, developments in IFRS regulations, risk management and control, developments in the order book, cost control, share price developments, and the financing and liquidity of the company. Other topics of discussion included the impact of the situation on the financial markets, insurance matters, the company’s tax position and relevant tax developments, the internal control procedures and administrative organization, the relevant legislation and regulations and the Corporate Governance Code. The follow-up of the Management Letter issued by the external auditor as part of the audit of the 2015 financial statements was also discussed. In addition, the Audit Committee focused more specifically on the recognition in the accounts of the stake in Fugro N.V., the acquisitions of the assets of STRABAG Wasserbau and the offshore activities of VolkerWessels and the divestments related to the joint venture KOTUG SMIT Towage and SMIT Amandla Marine. Furthermore, attention was paid to the progress of the projects aimed at the further strengthening and integration of the accounting and reporting systems within the group as well as the management of internal financial processes and the ICT systems. In the Audit Committee the activities performed by the internal auditor during 2016 as well as the internal Audit Plan for 2017 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. During the year under review meetings were also held with the external auditor without the company’s Board of Management being present. The Audit Committee discussed with the external auditor the audit fees as well as the audit approach. The Audit Committee also established the independence of the external auditor. The Audit Committee also addressed the information security within the company as well as a new procedure to prevent data leaks.

Reports and findings of the meetings of the Audit Committee were presented to the entire Supervisory Board.

REMUNERATION COMMITTEE Members of the Remuneration Committee

The Remuneration Committee consists of two members, with Mr. Van Woudenberg as chairman and Mr. Niggebrugge as a member. In the year under review no changes were made to this composition of the Remuneration Committee. The Remuneration Committee regularly availed itself of the services of an independent remuneration adviser and has ascertained that this remuneration adviser does not provide advice to the members of the Board of Management. Duties and responsibilities of the Remuneration Committee The Remuneration Committee performs the following duties: ‚ Putting forward a proposal to the Supervisory Board with regard to the remuneration policy to be pursued for the Board of Management. The policy is submitted for approval to the General Meeting of Shareholders. ‚ Investigating whether the adopted remuneration policy is still up-to-date and proposing policy adjustments where necessary. ‚ Putting forward proposals to the Supervisory Board with regard to the remuneration of individual members of the Board of Management (this in accordance with the remuneration policy adopted by the General Meeting of Shareholders). ‚ Compiling the remuneration report on the remuneration policy pursued, subject to adoption by the Supervisory Board. Activities during 2016 The Remuneration Committee met twice during 2016, with both members having attended each of the meetings. The Committee also held regular consultations outside these meetings. Further details of the activities of the Remuneration Committee can be found in the Remuneration Report 2016 (www.boskalis.com). Remuneration policy for the Board of Management The remuneration policy for the Board of Management was adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011. The remuneration policy is consistent with the strategy and core values of Boskalis, which are centered on long-term orientation and continuity and take into account the interests of Boskalis’ shareholders, clients, employees as well as the ‘wider environment’. In 2016 the remuneration policy was applied in accordance with the remuneration policy as last adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011. The full text of the remuneration policy can be found on the Boskalis website. Remuneration policy for the Supervisory Board The remuneration policy for the Supervisory Board was adopted by the General Meeting of Shareholders on 10 May 2012. In 2016 the remuneration was applied in accordance with the remuneration policy as adopted. Reports and findings of the meetings of the Remuneration Committee were presented to the entire Supervisory Board.