The Executive Board and the Supervisory Board of Koninklijke (Royal) HaskoningDHV Groep B.V. are guided by the principles and best practice provisions of the Dutch Corporate Governance Code.
The Executive Board and the Supervisory Board are responsible for compliance with the Code as it applies to Koninklijke HaskoningDHV Groep B.V., a private, unlisted limited liability company under Dutch law. In keeping with the practice of comply or explain, deviations from the Code are explained below. If future changes render further provisions against the Code, the company will take a position and inform the Annual General Meeting. For the purposes of this document "Royal HaskoningDHV" refers to the full holdings of Koninklijke HaskoningDHV Groep B.V.
Annual General Meeting
Koninklijke HaskoningDHV Groep B.V. is a large, private company and is subject to the full (Dutch) 'structure regime' ("structuurvennootschap"). The Annual General Meeting appoints the external accountant, adopts the annual accounts, appoints and sets the remuneration for the members of the Supervisory Board and approves the Executive Board's remuneration policy. The members of the Executive Board are appointed and removed from office by the Supervisory Board.
The Executive Board is responsible for the quality and completeness of the published financial reports, which are reviewed and co-signed by the Supervisory Board, but final adoption is by the shareholders. Royal HaskoningDHV has developed strict procedures for producing and publishing its annual report and other occasional financial information. These procedures are also subject to the Supervisory Board's review. The external accountant attends the Annual General Meeting at which the annual accounts are adopted.
Exceptions to the principles and best practice provisions from the Code
Royal HaskoningDHV complies with the principles as formulated in Chapters 1, 2, 3 and 4 of the Code. However, deviations from the Code are as follows:
- Best practice provision 1.6.5 (departure of the external auditor): as the company only has two shareholders, these will be informed directly.
- Best practice provision 2.1.2 (personal information): this information will be shared on the company’s internet site.
- Best practice provisions 2.2.1 (appointment and reappointment periods – executive board members): executive board members are appointed for an indefinite period of time.
- Best practice provision 2.2.2 (appointment and reappointment periods – supervisory board members): After an eight-year period a supervisory board member can be reappointed for a further period of two years only once.
- Best practice provision 2.3.2 (establishment of committees): the remuneration committee and the selection and appointment committee are combined into one.
- Principle 4.1 (Annual General Meeting): the company is a private limited liability company and has two shareholders: the Stichting (Foundation) HaskoningDHV that holds all A shares (being at least 75.5% of the entire issued share capital) and the Stichting Administratiekantoor HaskoningDHV (Trust Office) that holds all B shares (not more than 24.5% of the entire issued share capital) for which depositary receipts have been issued.
Provisions aimed at promoting the greatest participation possible by shareholders in the company's decision-making are therefore of very limited relevance. Similarly, arrangements for proxy voting and communication with shareholders are not relevant and there are adequate procedures which have been set up for this purpose.
- Principle 4.4 (issuing depositary receipts for shares): is only of limited application. Depositary receipts will be issued for B shares by the company but will be only held by eligible Royal HaskoningDHV staff members and will not be listed.
- Best practice provision 4.4.2 (appointment of board members) and 4.4.3 (board appointment period): the members of the board are chosen by and from the depositary receipt holders and are appointed for a maximum of three consecutive three year-periods.
- Best practice provision 4.4.8 (voting proxies and binding voting instructions): the issuance of voting proxies and binding voting instructions is not considered necessary.
- Chapter 5 (one tier governance structure) and the best practice provisions 4.3.3 – 4.3.6 are not applicable.
- Legal structure
- Articles of Association Koninklijke HaskoningDHV Groep B.V. (also in Dutch: Statuten Koninklijke HaskoningDHV Groep B.V.)