Supervisory Board Meetings

The Supervisory Board convenes on a regular basis to monitor the overall performance and development of the company. Additional Supervisory Board meetings are scheduled if and when required to discuss strategic, transactional and governance matters. In 2024, the Supervisory Board held four regular meetings attended by all the members of the Supervisory Board and the Executive Board. Topics discussed included people strategy, the operational performance and financial results, CSRD implementation, the execution of the Stronger25 strategy and drafting the new strategy, profit allocation and health & safety. The Supervisory Board was pleased to see that the M&A strategy continues to be successfully executed in line with the Stronger25 strategy. This has led to the acquisition of Uticon and Pondera Consult. 

Deep Dive sessions allowed in-depth review and discussion on the follow up of Stronger25 strategy and on profit allocation in October 2024. Throughout 2024, the Supervisory Board discussed with the Executive Board the way forward for the business line Digital as well as the digital developments that are approaching at a fast pace. The Supervisory Board is of the view that Royal HaskoningDHV is well prepared and embraces these digital developments in order to continue to deliver successful projects for its clients.

The Supervisory Board visited the future office in Delft in October 2024 and is looking forward to the office opening in 2025. It will be one of the first listed buildings in the Netherlands that will be Paris Proof. In October, the Supervisory Board members were able to see several of our projects in Delft city centre. In December 2024, the Supervisory Board was delighted to visit the Technology Research Centre in the Amersfoort office together with members from the Foundation Boards. Each of these visits provided a good insight into the broad variety of projects carried out by Royal HaskoningDHV, and showed the enthusiasm and commitment of employees.

In addition to the regular Supervisory Board meetings, informal meetings took place between the members of the Supervisory Board and the Executive Board. Every month there have been bilateral meetings between the Chair of the Supervisory Board and the CEO. Furthermore, the Supervisory Board participated in meetings with the Boards of the Foundation and the Trust Office.  A tripartite agreement signed in January 2024  enables all three stakeholders to work and operate in a collaborative and constructive way within their respective roles and responsibilities.

A delegation of the Supervisory Board meets twice per year with the Dutch Works Council to discuss the general course of events and 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.

Committees

The Supervisory Board has two long-standing committees: the Audit Committee and the Remuneration and Appointment Committee. The function of these committees is to prepare the decision-making for the full Supervisory Board. The full Supervisory Board retains overall responsibility for the activities of its committees.

Audit Committee

In 2024, the Audit Committee (AC) consisted of Rob Zandbergen (Chair) and Taco de Haan (appointed at the Annual General Meeting in 2024). The AC convened on four occasions with the company’s management. All AC meetings include the internal and external auditors.

The primary role of the AC is to support the Executive Board in fulfilling its oversight responsibilities in matters such as the integrity of financial reporting, the effectiveness of the risk management framework and system of internal controls. The AC is also responsible for assessing the quality of the audit performed by the external independent auditor and, moreover, makes a recommendation to the Executive Board on the appointment or reappointment of the external auditor. In addition, the AC oversees the work and quality of the internal audit function.

In 2024, the AC reviewed the annual financial statements, including non-financial information, the quarterly financial results, the extended business analysis, as well as the outcomes of the year-end audits. Other topics on the agenda were the annual plan, cash management and working capital, tax policies, pensions, risk management, finance vision for the future, CSRD reporting, developments in ICT and ICT security, and review of the internal audit function. In addition, the external auditor’s audit plan, audit report and management letter were discussed. Furthermore, the performance and independence of the external auditor were discussed.

Remuneration and Appointment Committee

The Remuneration and Appointment Committee (RemCo) consists of Francine Roelofsen-van Dierendonck (Chair), Daan Sperling and Louisa van den Broek. The RemCo advises the Supervisory Board in relation to its responsibilities with respect to the remuneration and the composition of the Executive Board and the Supervisory Board, and corporate governance developments. In 2024, the committee convened on three occasions for scheduled meetings. The RemCo had the following topics on the agenda: succession planning at Royal HaskoningDHV, the remuneration of the Executive Board, Equality, Diversity and Inclusion, People Priorities 2024, the results of the employee engagement survey and the total reward structure.