The Supervisory Board convenes regularly to monitor corporate performance and developments and actively supervise the Executive Board. Additional Supervisory Board meetings are scheduled if and when required to discuss strategic, transactional and governance matters that arise. The Supervisory Board attaches great value to the attendance of its meetings by all of its members and we are pleased to report that all members of the Supervisory Board attended the regular meetings. The company’s Executive Board is invited to the Supervisory Board meetings. Senior management is regularly invited to attend to provide updates on specific topics.
In 2022, the Supervisory Board held 4 regular scheduled meetings that were attended by the Supervisory Board and the Executive Board. Topics discussed in 2022 included the half-year and year-end results, the implementation and execution of our Stronger25 strategy, Enhancing Society Together” and sustainability as well as the M&A Strategy. The latter included discussion on and approval of the acquisition of the Districon group of companies, increasing our participation in Hydroinformatics Institute Ltd. (H2i) from 67% to 75%, acquisition of the patent of the HpH digestion technology (Helea) and we entered into an agreement with the aim of taking a participation of 20% of the shares in Studio IN-EX Zrt . Furthermore, meetings addressed oversight of the company’s financial performance, annual plan, a review of the risk framework, integrity/compliance, incidents/accidents, succession planning, culture, staff engagement and staff retention. Further ad hoc Supervisory Board meetings were convened if and when required to discuss strategic, transactional and governance matters that arose.
Based on the strategic priorities of Royal HaskoningDHV, several matters were discussed in Deep Dive session, allowing in-depth review and discussion on a particular topic. Deep Dives on the Digital& Software strategy were held in July and October 2022. The Supervisory Board deliberated on the growth opportunities arising from technology shifts in key global leading markets and the digital roadmap of Royal HaskoningDHV to support this. Key drivers of growth were investigated in further detail with discussions on investment requirements and the return on investment. The Supervisory Board supports the Digital & Software strategy and is confident that Royal HaskoningDHV is well-positioned to make the digital transformation shift, albeit that the financial performance of this area requires continued attention.
A delegation of the Supervisory Board was pleased to attend project visits to: (i) the sewage treatment plant ( RWZI- Rioolwaterzuiveringsinstallatie) (Nereda) in Utrecht on 8 July 2022, and (ii) the Datacenter Equinix in Amsterdam on the 9th of September 2022. Both project visits were very insightful and highly appreciated by the members of the Supervisory Board.
In addition to the regular Supervisory Board meetings, informal meetings between the members of the Supervisory Board and the Executive Board took place. Every month there have been bilateral meetings between the Chairman of the Supervisory Board and the CEO. Furthermore, a delegation of the Supervisory Board participated in meetings with the Dutch Works Council and with the Boards of Stichting HaskoningDHV and Stichting Administratiekantoor HaskoningDHV.
Collaboration with the Works Council
Various delegations of the Supervisory Board met several times with the Dutch Works Council to discuss the general course of events and the developments within the company in an open and constructive dialogue. The quality, content and outcome of these meetings is highly appreciated by the Supervisory Board.
The Supervisory Board has two committees: the Audit Committee and the Remuneration and Appointment Committee.
The Audit Committee (the “AC”) supports the Supervisory Board in fulfilling its oversight responsibilities in relation to the integrity of our financial reporting and the effectiveness of the risk management and internal control systems.
In 2022, the AC consisted of Rob Zandbergen (Chairman) Daan Sperling and Tjalling Tiemstra (who stepped down at the AGM in 2022).
The AC convened on five occasions with the company’s management. The AC also met with the internal and external independent auditors without the presence of management.
In 2022, the AC reviewed the annual and interim financial statements, including non-financial information, the quarterly financial results and extended business analysis, as well as the outcomes of the year-end audits. Topics on the agenda were the financial statements, the annual plan, cash management and working capital, refinancing, tax policies, pensions, risk management and developments in ICT and ICT security. In addition, the internal and external auditor’s audit plan and audit report and the external auditor’s management letter were discussed. Furthermore, the evaluation of the external auditor was discussed, including the external auditor’s independence.
Remuneration and Appointment Committee
The Remuneration and Appointment Committee (the “REMCO”) consists of Francine Roelofsen-van Dierendonck (Chair), Peter Blauwhoff and Angelique Paulussen-Hoogakker. The REMCO advises the Supervisory Board in relation to its responsibilities with respect to (i) the remuneration, and the composition of the Executive Board and the Supervisory Board, and (ii) monitoring developments concerning corporate governance. In 2022, the committee convened on five occasions for scheduled meetings. Topics on the agenda were the succession and talent management, the remuneration of the Executive Board, inclusion and diversity, culture change and the extension of the Executive Board to three members. An execution plan to achieve the gender diversity targets to be set on all levels, is in preparationwith the Executive Board. In addition, the REMCO met with several senior leaders in the company. Furthermore, the REMCO worked in in close consultation with the Works Council on the succession of Angelique Paulussen-Hoogakker who will step down at the end of her second term at the Annual General Meeting in 2023.
Evaluation of the Supervisory Board
Regular evaluation of the Supervisory Board is performed via a self-assessment. Once every three years the assessment and evaluation is performed by an external advisor. An external advisor was engaged in 2021. In 2022 the evaluation of the Supervisory Board and its committees was performed by means of a self-assessment, consisting of a written survey, followed by one-on-one meetings between the Chairman and individual Supervisory Board members. Furthermore, the Vice-Chairman interacted with all Supervisory Board members to assess the performance of the Chairman. The outcome of the evaluation is presented to the Supervisory Board. The internal evaluation over last year’s performance of the Supervisory Board concluded that the Supervisory Board overall functioned well. Action points and improvement areas based on the evaluation are agreed among the Supervisory Board members. The main findings of the self-evaluation are discussed with the Executive Board.
Profile and composition of the Supervisory Board
The Supervisory Board consisted of five members. Its members possess the desired competencies in accordance with the profile of the Supervisory Board and are independent in the performance of their duties and responsibilities. The Supervisory Board continuously monitors the profile and composition of the Board, continuously striving for a diverse and balanced composition of the Supervisory Board in accordance with the latest governance requirements and regulations.
In 2022’s Annual General Meeting (AGM), Rob Zandbergen was appointed for a term of four years succeeding Tjalling Tiemstra Following the reappointment and resignation rules of the Supervisory Board, the appointment terms of Angelique Paulussen-Hoogakker and Peter Blauwhoff will expire in 2023. After having served eight years on the Supervisory Board, Peter Blauwhoff’s term as Chairman of the Supervisory Board is set to expire in 2023. For continuity, Peter Blauwhoff has informed the Supervisory Board and the Boards of the two shareholders (Stichting HaskoningDHV and Stichting Administratiekantoor HaskoningDHV) that he is available for reappointment per the 2023 AGM for a period of one year. The Supervisory Board has started the process for the succession of Angelique Paulussen-Hoogakker in close consultation with the Works Council.
The Supervisory Board consisted of two female and three male members in 2022, all of whom are of Dutch nationality. The Supervisory Board continues to strive and achieve a balanced composition of both the Executive and the Supervisory Board in terms of gender, knowledge, experience, and background.