Annual report 20108.31 MB - Boskalis

Summary Report of financial the Supervisory information Board2010of Shareholders on 8 May 2006. The remunerationpolicy is appropriate to the strategy and corevalues of Boskalis, which are centered on long-termorientation and continuity and take into accountthe interests of Boskalis’ shareholders, clients,employees as well as the ‘wider environment.’On the advice of the Remuneration Committee theSupervisory Board proposed to the ExtraordinaryGeneral Meeting of Shareholders on January 212011, that the remuneration policy adopted in 2006be revised.The reason for effecting a limited change to thecurrent remuneration policy lay in the structureand calculation of the quantitative measures forthe short-term and long-term bonuses. In practicethese have proved to be unnecessarily complicatedand based on insufficiently coherent valuationprinciples (Economic Value Added, hereinafterEVA). In addition, the change incorporated thelatest amendments to both the law and the DutchCorporate Governance Code, which are currentlyalready applicable to Boskalis.This proposal was adopted by the ExtraordinaryGeneral Meeting of Shareholders on 21 January2011.The rest of the remuneration policy has beenretained unchanged. The full text of the revisedremuneration policy can be found on the Boskaliscompany website (www.boskalis.com).Execution of the remuneration policy in 2010In 2010 the remuneration policy was executed inaccordance with the remuneration policy as adoptedby the General Meeting of Shareholders in 2006.Remuneration policy for the Supervisory BoardThe remuneration policy for the SupervisoryBoard was adopted by the General Meeting ofShareholders in 2007. During 2010 the remunerationpolicy was executed in accordance with the policyas adopted.The full remuneration report has been published onthe Boskalis website (ww.boskalis.com).Selection and Appointment CommitteeMembers of the Selection and AppointmentCommitteeThe Selection and Appointment Committeeconsists of two members: H. Heemskerk (chairman)and M. van der Vorm.Activities during 2010In 2010 the Selection and Appointment Committeemet once and also consulted by telephone.During the year under review the Selection andAppointment Committee discussed a balancedcomposition of the Board of Management, andalso assessed the size and composition of theSupervisory Board, bearing in mind the descriptionof the Board’s Profile and its retirement rota.In the year under review this involved thepreparation of the following selections andreappointments:In view of the expansion of the company withSmit Internationale N.V. the Supervisory Boarddecided to augment the Supervisory Board to sixmembers. The Supervisory Board simultaneouslyinformed both the shareholders and the WorksCouncil of the resulting vacancy. When it emergedthat the General Meeting of Shareholders didnot have any recommendations with regard tofilling the vacancy and the Supervisory Board’srecommendation had the full backing of the WorksCouncil, the Supervisory Board nominated Mr.Hazewinkel for appointment to the SupervisoryBoard. The selection of Mr. Hazewinkel was madein accordance with the Profile and was basedon Mr. Hazewinkel’s national and internationalexperience as well as the specific knowledgehe gained as chairman of the Supervisory Boardof Smit Internationale N.V. The ExtraordinaryGeneral Meeting of Shareholders of 17 March 2010appointed Mr. Hazewinkel to the Supervisory Board30 Annual Report 2010