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Boskalis jaarverslagen 2012

Selection and appointment committee

Members of the selection and Appointment Committee

The Selection and Appointment Committee consists of two members, with Mr. Hessels acting as chairman. Mr. Van Woudenberg acted as a member of this committee until 19 August 2015, with the Supervisory Board having appointed Mr. Van Wiechen as his successor on the Selection and Appointment Committee with effect from that same date.

Duties and responsibilities of the selection and Appointment committee

The duties of the Selection and Appointment Committee concern the following matters:

  • Drawing up selection criteria and appointment procedures with respect to members of the Supervisory Board and members of the Board of Management of the company.

  • Conducting a periodic assessment of the size and composition of the Supervisory Board and the Board of Management and drawing up the Profile.

  • Conducting a periodic assessment of the functioning of individual members of the Supervisory Board and Board of Management and reporting thereon to the Supervisory Board.

  • Proposing appointments and re-appointments.

  • Supervising the policy of the Board of Management with respect to selection criteria and appointment procedures for the senior management of the company.

Activities during 2015

In 2015, the Selection and Appointment Committee held one meeting in full, in addition to which it consulted by telephone on several occasions. During the year under review, the Selection and Appointment Committee discussed the balanced composition of and succession planning for the Board of Management and the composition and size of the Supervisory Board, bearing in mind the profile and retirement rota. 

According to the Supervisory Board retirement rota, the term of office of Messrs. Hessels, Van Wiechen and Van Woudenberg ended in 2015. The Supervisory Board simultaneously informed both the shareholders and the Works Council of the resulting vacancies. Messrs. Hessels, Van Wiechen and Van Woudenberg let it be known that they were available for re-appointment. The Supervisory Board proposed to the Annual General Meeting of Shareholders that Messrs. Hessels, Van Wiechen and Van Woudenberg be re-appointed to the Supervisory Board. The proposal to re-appoint rested on the fact that Messrs. Hessels, Van Wiechen and Van Woudenberg have extensive experience as members of the Supervisory Board and exercise their membership with great expertise. The recommendation to re-appoint Messrs. Hessels and Van Wiechen was in accordance with the law and the company’s Articles of Association. The recommendation to re-appoint Messrs. Hessels and Van Wiechen had the full support of the Works Council. The recommendation to re-appoint Mr. Van Woudenberg was in accordance with the law and the company’s Articles of Association, which state that the Supervisory Board shall put forward individuals recommended by the Works Council for one-third of the number of members of the Supervisory Board. The recommendation to re-appoint Mr. Van Woudenberg had the full support of the Works Council. On 12 May 2015 the Annual General Meeting of Shareholders re-appointed Messrs. Hessels, Van Wiechen and Van Woudenberg for a period of four years until the Annual General Meeting of Shareholders in 2019.

During the year under review Mr. Kramer stepped down as a member of the Supervisory Board. The Selection and Appointment Committee subsequently re-assessed the size and composition of the Supervisory Board in light of the company’s strategy and the Supervisory Board profile. It concluded that the current size of the Supervisory Board sufficed very well, but that the Board could do with reinforcement in terms of operational knowledge in the field of oil and gas. The Supervisory Board simultaneously informed both the shareholders and the Works Council of the vacancy thus arisen. The Selection and Appointment Committee subsequently found Mr. Van der Veer prepared to fill this vacancy. The Supervisory Board adopted this recommendation by the Selection and Appointment Committee and proposed to the Annual General Meeting of Shareholders on 12 May 2015 that Mr. Van der Veer be appointed for a period of four years until the Annual General Meeting of Shareholders in 2019 given his broad international management experience gained while working for one of the largest oil and gas companies in the world. The Annual General Meeting of Shareholders adopted this proposal.

The company arranged a corporate induction program for Mr. Van der Veer during the year under review.

A further topic of discussion was the re-appointment of Mr. Baartmans as a member of the Board of Management. Mr. Baartmans was first appointed to the board in 2007. The Supervisory Board decided to adopt the Selection and Appointment Committee’s proposal to re-appoint Mr. Baartmans on the grounds of his experience and expertise and the conscientious way in which he performs his job. Having sought the opinion of the Annual General Meeting of Shareholders on 12 May 2015 the Supervisory Board re-appointed Mr. Baartmans as a member of the Board of Management for a period of four years until the Annual General Meeting of Shareholders in 2019.

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

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