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.
Code complianceThe 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 laws. 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, its mid-year figures, and other occasional financial information. These procedures are also subject to the Supervisory Board 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 sections I, II, III, and V of the Code. However, deviations from the Code are as follows:
|•||Best practice provision I.1 (corporate governance structure and exceptions to the Code):the corporate governance report is published on the Royal HaskoningDHV website rather than in the annual report.|
|•||Best practice provision II.2.8 (maximum compensation in the event of dismissal): members of the Executive Board receive a severance payment package amounting to one year’s base salary plus the average of the variable compensation.|
|•||Best practice provisions II.2.10 and II.2.11 (adjustment and claw back of variable remuneration) are not applicable in view of the relatively modest percentage of the variable remuneration.|
|•||Best practice provision II.2.12 (publication of remuneration data) is reflected in the annual report and the remuneration report in accordance with the simple and straightforward structure of the remuneration.|
|•||Principle IV (Annual General Meeting): the company is a private limited liability company with currently one legal entity as the shareholder but a second shareholder (the HaskoningDHV Trust Office) is anticipated before mid-2013. In the anticipated shareholders structure the already existing shareholder will hold at least 75.5% (being all shares A) of the total issued shares at all times. Maximal 24.5 % (being all shares B) of the total issued shares will be held by the HaskoningDHV Trust Office. Provisions aimed at promoting the greatest participation possible be 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.|
|•||Best practice provisions IV.1.1 (no statutory two-tier status), IV.1.2 (voting right on financing preference shares), IV.1.3 (private bid), and IV.1.7 (registration date) are not applicable.|
|•||Principle IV.2 (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 IV.2.8 (proxies and binding voting instructions) is observed with regard to proxy votes, while the issuance of voting instructions is not considered necessary.|
|•||Principle IV.3 (provision of information to the Annual General Meeting) is only of limited relevance since the company's financial information simply cannot lead to the acquisition of shares or depositary receipts for shares by anyone other than eligible Royal HaskoningDHV staff members.|
|•||Best practice provision IV.3.1 (meetings with analysts, presentations, and press conferences) is only partly applicable: Royal HaskoningDHV issues press releases on its annual and mid-year figures.|
|•||Best practice provisions IV.3.2 (analysts’ reports and valuations), IV.3.4 (meetings with analysts and investors), IIV.3.8 (notes to the agenda on the website), IV.3.11 (anti-takeover measures) and IV.3.13 (policy on bilateral contacts with shareholders) are not applicable.|
|•||The first part of Principle IV.4 (responsibility of institutional investors) is not applicable.|