Members of the Audit Committee
At the beginning of the year under review the Audit Committee consisted of three members: Mr. Niggebrugge (chairman), Mr. Van Wiechen and Mr. Hessels. On 19 August 2015 Mr. Hessels stepped down as a member of the Audit Committee, and was succeeded by Mr. Van der Veer. Mr. Niggebrugge fulfills the role of financial expert in the Audit Committee.
Duties and responsibilities of the Audit Committee
The main duties of the Audit Committee are to advise the Supervisory Board on:
Supervising, monitoring and advising the Board of Management concerning the operation of the internal risk management and control systems, including the supervision of compliance with the relevant legislation and regulations, and supervision of the operation of the codes of conduct.
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 2015
The Audit Committee in full met on three occasions during 2015. Regular topics discussed during these meetings included: the 2014 financial statements, the (interim) financial reporting for the 2015 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, 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 2014 financial statements was also discussed.
In addition, the Audit Committee focused more specifically on the suspension of the share buy-back program, the recognition of the strategic stake in Fugro N.V. in the accounts, the implementation of procedures connected with anti-corruption legislation and the introduction of new agent contracts, among others at associated companies of Boskalis.
Furthermore, the decision to make use of the option to extend the revolving credit facility by one year until 2020 was discussed.
In light of the acquisitions made in recent years and the introduction of the new division structure, extra attention was paid to 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. In this regard also the ICT systems were addressed and the continuity and security of data processing was considered.
In the Audit Committee the activities performed by the internal auditor during 2015 as well as the internal Audit Plan for 2016 have been discussed with the internal auditor. Other topics of discussion included a review of the internal audit function conducted by an external party and the revised internal Audit Charter.
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.
Reports and findings of the meetings of the Audit Committee were presented to the entire Supervisory Board.