Opmaak JV 05 eng.indd

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Report from the Supervisory BoardPreliminary recommendation tothe Annual General Meeting ofShareholdersIt is with great pleasure that we presentthe DHV Group Annual Report for 2005.The annual accounts have been preparedby the Executive Board, audited by PricewaterhouseCoopersAccountants of Utrecht,the Netherlands, and signed by ourselvesfollowing discussion with the ExecutiveBoard and the auditor.The Executive Board has proposed that acash dividend in the amount of € 0.25 pershare certificate should be paid from theprofits for the year (2004: € 0.30). We arehappy to support this proposal.We recommend that the Annual GeneralMeeting should approve the annual accountsfor 2005, together with the dividendproposal incorporated therein. Wefurther request that you give discharge tothe Executive Board from liability for theirmanagement, and to the members of theSupervisory Board for their supervision duringthe 2005 financial year.Report 2005During the year under review, the SupervisoryBoard convened with the ExecutiveBoard on six occasions. The Finance& Control Director was also present. Allsupervisory directors maintained a goodattendance record. In addition to thesemeetings, there was regular consultationbetween the Chairman of the SupervisoryBoard and the President of the ExecutiveBoard concerning ongoing matters.A number of meetings considered theDHV Group’s strategy for the longer term.Discussions were based in part on theCorporate Policy Paper, which sets out thePhoto’s: Wil GroenhuijsenH. Zwarts (Chairman)Hans Zwarts (b. 1940, Dutch)is Chairman of the AmsterdamChamber of Commerce. Heholds a number of appointments,of which the mostnotable include membershipof the supervisory boards ofNuon, NS (Dutch Railways), SduPublishers and Raet. He is alsoPresident of the Dutch TradeBoard.Mr Zwarts joined the DHV SupervisoryBoard in 1995 and hasbeen its chairman since 1996.His current term of office willexpire in 2007.J.H.M. LindenberghHessel Lindenbergh (b. 1943,Dutch) is a member of theSupervisory Board of the Universityof Amsterdam. He isalso Chairman of the Board ofthe Dutch-German Chamberof Commerce, and sits on thesupervisory boards of the Bankfor the Construction Industry,Gamma Holding, Royal Numico,Ortec International, PetroplusInternational and the ZeemanGroup. He also chairs the supervisoryboards of NIB Capital andSpyker Cars.Mr Lindenbergh joined the DHVSupervisory Board in 2003. Hiscurrent term of office will expirein 2007.A.B.M. van der PlasSeen van der Plas (b. 1938,Dutch) is chairman of theSupervisory Board of the NetherlandsResearch School forTransport, Infrastructure andLogistics (TRAIL) at Delft Universityof Technology, Chairman ofthe Safety Advisory Committeeof Amsterdam Airport Schiphol,a member of the supervisoryboards of Rijnmond Waste Processing(AVR) and the BlijdorpZoological Gardens, and is atrustee of the Rotterdam PhilharmonicOrchestra.Mr Van der Plas joined the DHVSupervisory Board in 1998. Hiscurrent term of office will expirein 2006.A.P.M. van der PoelArthur van der Poel (b. 1948,Dutch) is chairman of thepan-European MEDEA+ (MicroElectronics Development forEuropean Applications) R&Dprogram, and sits on the supervisoryboards of ASML, Axaltoand the Dutch soccer club PSV.Mr Van der Poel joined the DHVSupervisory Board in 2004. Hiscurrent term of office will expirein 2008.22 Report from the Supervisory Board
corporate objectives, strategy and attendantrisks.During the year, the Supervisory Board devotedparticular attention to the strategicpositioning of DHV, measures intendedto ameliorate the disappointing results,the concentration of companies in theNetherlands, corporate integrity, and thefar-reaching consequences of new socialsecurity legislation in the Netherlandscovering pensions and health insurancecontributions.As in previous years, the Supervisory Boardmet with the Director of Human Resourcesto assess the suitability of internal candidatesfor senior management positions.The accountant attended those meetingsat which the half-yearly and annual figureswere discussed.In 2005, the Supervisory Board appointedan Audit Committee, its members beingMessrs Lindenbergh and Van der Plas. Thiscommittee held two meetings during theyear under review, the first of which wasprimarily concerned with the ratificationof its own standing orders and an assessmentof the half-yearly figures. The secondmeeting was attended by the accountantand discussed the first report for 2005.In future, the Audit Committee will meetwith the accountant three times a year: inFebruary to discuss the annual accounts forthe preceding year, in August to discuss thehalf-yearly figures, and in December to discussthe budgets for the coming year.The standing orders of the Audit Committeehave been published on the corporatewebsite at www.dhv.com/code.On one occasion, the Supervisory Boardmet without the Executive Board in attendanceto discuss its own compositionand performance, the contributions of itsindividual members, and to review thecomposition of the Supervisory Board. Themeeting concluded that the compositionof the Supervisory Board remains appropriateand that its members possess therequired competencies. All members otherthan Mr Lindenbergh may be deemed to be‘independent’ within the meaning of bestpractice provision III.2.2 of the NetherlandsCode of Corporate Governance. Mr Lindenberghcannot be regarded as independentunder the definition applied by the Code,since in the year of his appointment to theSupervisory Board he was an executive directorof a banking institution with whichDHV maintains a business relationship.Mr Lindenbergh has been designated a‘financial expert’ further to provision III.3.2of the Code. Mr Van der Plas has been appointedDeputy Chairman of the SupervisoryBoard.In June 2005, Mr Van Miert stepped downfrom the Supervisory Board. The Boardthanks him for his significant contributionsand proposes Dr. W. van Vonno to fill theresulting vacancy.Further to the roster, Mr Van der Plas willstep down from the Supervisory Board atthe 2006 Annual General Meeting. He willbe proposed for reappointment for a furtherfour-year term.The composition of the Executive Boardwas also discussed at the closed meeting,as were the performance and remunerationof its members. The current Presidentof the Executive Board will step down bythe end of 2006. The Supervisory Board hasdecided to appoint Mr P.W. Besselink to theExecutive Board with effect from 3 April2006. This appointment will return theBoard to the appropriate strength forthe period ahead. It was agreed that themembers of the Executive Board possessthe required competencies and continueto perform to the fullest satisfaction of theSupervisory Board, both individually andcollectively. The remuneration policy forBoard members is set out in the RemunerationReport (see page 38).General operational aspects of the Groupwere discussed with the Central WorksCouncil on two occasions. The SupervisoryBoard considers these meetings to be extremelyworthwhile, the forthright andconstructive input of the Council representinga valuable aid to the Board’s deliberations.In 2005, members of the Supervisory Boardmade working visits to DHV Environmentand Transportation in Amersfoort, and toStewart Scott International in Cape Town,South Africa. Mr Van der Plas accompaniedthe Executive Board on a working visit toChina.The Supervisory Board wishes to thank allstaff for their ongoing commitment andeffort during the year under review.Amersfoort, 2 March 2006H. Zwarts (Chairman)J.H.M. LindenberghA.B.M. van der Plas (Deputy Chairman)A.P.M. van der PoelReport from the Supervisory Board23
Page 1: Consultancy and Engineeringdhv.comA
Page 4 and 5: Executive Board ReportWil Groenhuij
Page 6 and 7: InternationalizationThe increase in
Page 9 and 10: Reorganizations and acquisitions•
Page 11 and 12: Results in 2005- Growth in consulta
Page 13: espect of the various acquisitions
Page 16 and 17: Business and stakeholdersThe DHV Gr
Page 18: to discuss examples of various poss
Page 21: opportunities to develop our strong
Page 25 and 26: “Look at it the other way round a
Page 27 and 28: Big gains through better use of inf
Page 29 and 30: Building on the water“Areas with
Page 31 and 32: New technology: a breakthrough in w
Page 33 and 34: Air pollution calls for immediate m
Page 35 and 36: Hidden gold at the airport“Airpor
Page 37 and 38: Exceptions to the principles andbes
Page 39 and 40: Shareholding structureAll shares in
Page 41 and 42: the risks to the company. Although
Page 43 and 44: Consolidated profit and loss accoun
Page 45 and 46: Accounting policiesBasis of prepara
Page 47 and 48: Net turnoverTurnover is stated net
Page 49 and 50: Participating interests(€ thousan
Page 51 and 52: The key actuarial principles are as
Page 53 and 54: Restructuring costsOperating expens
Page 55 and 56: Company balance sheet after profit
Page 57 and 58: Group companies and other participa
Page 59 and 60: 16,7Proposed dividend(€ thousands
Page 61 and 62: Interests held in the following com
Page 63 and 64: AddressesThe NetherlandsDHV GroupEx

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