The Supervisory Board held five regular meetings with the Board of Management of the company and scheduled two additional meetings by telephone. The attendance rate at the meetings of the Supervisory Board is 100%. The Supervisory Board also met several times without the Board of Management being present and there was regular telephone and one-on-one contact between the chairman of the Supervisory Board and the chairman of the Board of Management. During the year under review, no Supervisory Board members were absent from meetings due to a potential conflict of interest. The Supervisory Board held its meetings to discuss the annual and half-year results in the presence of the external auditor, Ernst & Young Accountants LLP.
Permanent items on the agenda of the Supervisory Board are: the development of the results, the balance sheet, the safety performance, and industry and market developments.
Within the context of the market developments the order book and potential large projects as well as the status of important contracted projects are discussed. During the year under review subjects discussed included among others the impact of the declining oil price on the company as well as the contracting of large projects such as the Veja Mate wind farm in Germany, the land reclamation for Pluit City in Jakarta, Indonesia, and the Marker Wadden and Markermeer dikes projects in the Netherlands, as well as the execution of projects such as the expansion of the Suez Canal in Egypt, the port development Açu Port in Brazil, the transportation of the Goliat platform, the Wheatstone LNG project in Australia, and the wreck removal of the Baltic Ace in the North Sea and the Perro Negro platform in Angola. Furthermore, the financial settlement effects of projects, which were already technically completed, such as the Gorgon project in Australia, were discussed. In discussing these projects the Supervisory Board devoted attention to the various operational, geopolitical, societal, environmental and financial risks, and, where applicable, judged provisions made by the Board of Management.
Other topics under scrutiny in 2015 included the corporate budget, liquidity, acquisition and investment/divestment proposals, the organizational structure and the staffing policies. Specific attention was paid to the company’s policy on safety, health and the environment and the societal aspects of doing business.
The Supervisory Board received presentations by senior managers within the company to inform themselves on the developments in the areas of the procurement and the management development and succession policies. Attention was also paid to corporate social responsibility, with a comprehensive discussion by the Supervisory Board of the Boskalis Corporate Social Responsibility report.
The Supervisory Board examined the company’s strategy and the risks associated with it. During the year under review the implementation of the Corporate Business Plan for 2014-2016 was extensively discussed, whereby more in particular the new organizational structure of the company, comprising the divisions Dredging & Inland Infra, Offshore Energy and Towage & Salvage was addressed as well as the strengthening and harmonization of the processes and systems within the organization, among others in the field of finance. In this context the Supervisory Board also discussed the progress of project Quality, that is aimed at the further improvement of the quality management system.
The Audit Committee regularly assessed the structure and operation of the internal risk management and control systems associated with the strategy and discussed these with the Supervisory Board. No significant changes to the internal risk management and control systems were made during the year under review. Further information about the company’s risk management can be found in the risk paragraph.
In 2015, the Supervisory Board gave consideration to the sale of the business activity of De Jong, a company responsible for road maintenance, as well as the proposed transactions to continue the respective harbour towage operations of SMIT and KOTUG in Germany, the Netherlands, Belgium and the UK in joint venture, and to acquire the dredging activities and -equipment of STRABAG Wasserbau. Furthermore, attention was paid to the possible acquisition of offshore activities of VolkerWessels and the divestment of SMIT Amandla Marine in South Africa.
Furthermore, considerable attention was paid to the build-up of the strategic long-term interest in Fugro N.V. The activities of Fugro are consistent with the company’s strategy and are a good fit with Boskalis’ activities.
During the year under review the share buy-back program proposed by the Board of Management to acquire its own shares in the company was also discussed by the Supervisory Board. On 11 March 2015 the decision was taken to suspend the share buy-back program in light of the changed market conditions.
The Supervisory Board paid a working visit to Hamburg, Germany, during the year under review. During this visit the Supervisory Board familiarized itself with the activities of the various Boskalis business units in Germany operating in the areas of dredging and infrastructure, wind farm construction and ordnance clearance. In the course of doing so extensive attention was paid to the market trends and possible new projects in the region. In addition, the Supervisory Board visited the maintenance dredging project for the River Elbe. In early August, the chairman of the Supervisory Board attended the opening of the Suez Canal expansion along with a member of the Board of Management.
A number of Supervisory Board members met with the Works Council to discuss the results, the corporate strategy, the market developments, the establishment of the proposed joint venture with KOTUG and the current situation with regard to the strategic stake in Fugro.