Annual r eport 2002 Annual r eport 2002 - Boskalis

Report of the Supervisory Board
Report of the Supervisory Board
Financial statements
The Supervisory Board is pleased to present the annual report to the Annual General Meeting of
Shareholders in accordance with Article 26(3) of the Articles of Association.
The Annual Report 2002, including the financial statements for the same year, was presented to the
Supervisory Board by the Board of Management. The financial statements, which have been audited
and approved by KPMG Accountants N.V., have been adopted unchanged by the Supervisory Board.
We recommend to the Annual General Meeting of Shareholders:
• the adoption of the financial statements, including the proposed profit appropriation;
• the discharge of the members of the Board of Management in respect of their management activities
and the members of the Supervisory Board for their supervision thereof during the year 2002;
• the distribution of a dividend to shareholders of € 1.26 per share.
Membership of the Board of Management
The Board of Management remained unchanged in the year under review. The Board of Management
consists of three members.
Membership of the Supervisory Board
The Supervisory Board is composed of five members. Given the company’s current size and complexity,
the Board considers this adequate, without precluding future changes in the size of the Board if required.
The Board believes it has a balanced membership which is in accordance with the prevailing profile for
the membership of the Supervisory Board.
Mr. M. van der Vorm and Mr. A.A. Westerlaken will retire from the Board by rotation on 14 May 2003.
Messrs. Van der Vorm and Westerlaken have expressed their availability for reappointment and the
Supervisory Board intends to reappoint them.
Activities of the Supervisory Board
The Board had five meetings with the Board of Management during the period under review, one of
which was combined with a working visit to the Middle East lasting several days. Preparations for the
meetings were made by the chairman of the Supervisory Board and the chairman of the Board of
Management. Permanent items on the agenda were the results and the balance sheet, as well as
industry and market developments. Other subjects discussed included strategic positioning, corporate
budget, liquidity, continuity, acquisition and investment proposals, organizational structure, internal
control and risk management, as well as the personnel policy, health, safety and the environment.
In response to questions during the Annual General Meeting of Shareholders in 2002, there were
extensive discussions about the reintroduction of the stock dividend. It was decided that, subject to
approval of the financial statements, a dividend of € 1.26 will be distributed to the shareholders for
2002. Shareholders may opt to take this dividend entirely in stock or entirely in cash.
The Board discussed membership and the allocation of duties within the Board of Management.
Possible succession options for the Board of Management and top management were also discussed.
The chairman of the Supervisory Board has had regular discussions at other times with the chairman
of the Board of Management and with other members of the Supervisory Board.
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Annual Report 2002