Annual Report 2009 Royal BAM Group nv

Financial statements and dividend
proposal
Report by the Supervisory Board
to the shareholders
We hereby present the 2009 financial statements, duly
prepared by the Executive Board, to the General
Meeting of Shareholders for approval.
The financial statements have been audited by the
Group’s external auditor, PricewaterhouseCoopers
Accountants NV; the unqualified auditor’s report is
included on page 183 of the annual report. The
Supervisory Board has discussed the financial
statements with the Executive Board in the presence of
the external auditor. The Supervisory Board is of the
opinion that the financial statements and the report by
the Executive Board form a good basis on which to hold
the Executive Board accountable for the management
policies pursued and the Supervisory Board accountable
for its supervision of the management policies pursued.
The members of the Supervisory Board have signed the
financial statements in accordance with their statutory
obligations under Article 2:101, paragraph 2 of the
Netherlands Civil Code.
The General Meeting of Shareholders to be held on
21 April 2010 will be invited to declare a dividend for
2009 of €0.10 (2008: €0.50) in cash per ordinary share.
A cash dividend of €0.37086 per share will be paid on
the convertible Class F preference shares. A cash
dividend of €0.38346 per share will be paid on the
non-convertible Class F preference shares.
Composition of the Supervisory Board
On 21 April 2009, the General Meeting of Shareholders
reappointed Mr A. Baar and appointed Mr H. Scheffers
as members of the Supervisory Board, both for a period
of four years. As a new member, Mr Scheffers attended
an introductory programme to become more
acquainted with the company as a whole and with the
members of management.
In 2010, it is the turn of Messrs R.J.N. Abrahamsen and
W. van Vonno to resign by rotation as members of the
Supervisory Board, in connection with the end of their
terms of appointment. Mr R.J.N. Abrahamsen has stated
that he will not be seeking re-appointment.
Mr Abrahamsen has been a very valued member of the
Supervisory Board, not least because of his financial
expertise. The Supervisory Board and the Executive
Board would like to express their deep appreciation to
Mr Abrahamsen for his substantial involvement in Group
matters, and for the expert and invaluable manner in
which he has fulfilled his duties as a supervisory director
at the company, including as a member of the Audit
Committee.
In the absence of any nominations from the General
Meeting of Shareholders, the Supervisory Board intends
to propose Mr Van Vonno for reappointment by the
General Meeting of Shareholders on 21 April 2010 as one
of the company’s supervisory directors for a period of
four years. As a former Chairman of the company’s
Executive Board, Mr Van Vonno has considerable
knowledge and experience as regards the company itself
and the sector in which the company operates. His
history as a director of the company has provided him
with extensive experience and expertise in how to
manage a large organisation, and he has an excellent
understanding of a wide range of issues, including the
social and organisational factors that are involved in a
large construction company. The reinforced right of
recommendation as laid down in Article 2:158,
paragraph 6 of the Netherlands Civil Code applies to this
nomination. The Central Works Council has announced,
with reference to that right, that it wishes to recommend
Mr Van Vonno to be nominated for appointment to the
Supervisory Board.
Following the departure of Mr Van Rompuy at the end of
2008, the Supervisory Board had five members until
21 April 2009, which was then increased to six for the
rest of the 2009 financial year. The Supervisory Board
takes the view that around six to seven members is an
appropriate number in the present circumstances, given
the size and the international nature of the Group.
There is a profile of the Supervisory Board, which
shareholders may examine at the company’s office and
that is also published on the company’s website. This
profile was discussed with shareholders at the General
Meeting of Shareholders on 21 April 2009 in the context
of the amendments to the Dutch corporate governance
code (hereafter ‘the Code’) with effect from 1 January
2009.
The Supervisory Board has noted that its composition as
regards the gender of its members is not yet in line with
the Board’s profile. The Supervisory Board has therefore
set itself the target of working towards a more evenly
balanced gender composition over the next few years.
Otherwise, it is the Board’s assessment that its
composition is balanced and in line with its profile.
17
2009