BAM Abbreviated Annual Report 2011 - Siteseeing in the world of ...

Report by the Supervisory Board to the shareholders
Financial statements and dividend proposal
The Supervisory Board hereby presents the 2011 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
N.V.; the unqualified auditor’s report is included on page
191 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, the report by the Supervisory Board 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 Dutch Civil Code.
The General Meeting of Shareholders to be held on
25 April 2012 will be invited to declare a dividend for
2011 of €0.16 (2010: €0.03) in cash per ordinary share or
in stock.
Composition of the Supervisory Board
The General Meeting of Shareholders held on 20 April
2011 appointed Ms C.M.C. Mahieu and Messrs
P.A.F.W. Elverding and K.S. Wester as members of the
Supervisory Board for a four-year period. At the same
meeting, Mr W.K. Wiechers was reappointed as a
member of the Supervisory Board for a one-year period.
Mr Wiechers will step down from the Supervisory Board
at the end of the General Meeting to be held on 25 April
2012. Mr Wiechers has been a member of the
Supervisory Board since 1999, spending more than four
years of that time as Chairman of the Supervisory Board.
The Group has undergone a period of exceptional growth
during Mr Wiechers’ time on the Supervisory Board, and
his expertise and balanced analyses have made a major
contribution to that growth. The Supervisory Board and
the Executive Board would like to express their
considerable appreciation to Mr Wiechers for his
substantial involvement in the Group and for the valuable
manner in which he has fulfilled his duties as a member
and Chairman of the Supervisory Board.
Mr J.A. Dekker will also step down from the Supervisory
Board after the General Meeting on 25 April 2012 when
his third four-year term ends. Mr Dekker has been a
member of the Supervisory Board since 2000, spending
eight years of that time as Chairman of the Audit
Committee. Thanks to his technical and financial
background, Mr Dekker has made a major contribution to
the activities of the Supervisory Board and, as Chairman,
his part in the work performed by the Audit Committee
has been very valuable. The Supervisory Board and the
Executive Board would like to express their considerable
appreciation to Mr Dekker, also for his substantial
involvement in the Group and for the manner in which he
has performed his duties as a member of the Supervisory
Board and Chairman of the Audit Committee.
With regard to the vacancy that will arise when Mr Dekker
steps down, the Central Works Council stated its
intention to exercise its reinforced right of
recommendation as referred to in Article 2:158,
paragraph 6 of the Dutch Civil Code. The Central Works
Council subsequently recommended that Mr H. Noy be
put forward for appointment as a member of the
Supervisory Board. The Supervisory Board fully endorses
this recommendation. As the director of a major
company, Mr Noy has a great deal of experience and
expertise relevant to management, board membership
and organisation. His technical background is also well
suited to a company like BAM, and he is familiar with the
construction sector and has international experience. If
the General Meeting does not make any other
recommendations, the Supervisory Board intends to
propose that Mr Noy be appointed to the Supervisory
Board for a four-year period by the General Meeting on
25 April 2012.
Mr Wiechers was Chairman of the Supervisory Board in
the past financial year until 17 November 2011. The
Supervisory Board appointed Mr Elverding to succeed him
as Chairman and Mr Scheffers as Vice-Chairman with
effect from that date. Mr Scheffers took over as Vice-
Chairman from Mr Baar who will step down from the
Supervisory Board at the end of his current third term
after the Annual General Meeting in 2013.
The Supervisory Board had five members in the past
financial year until the General Meeting on 20 April 2011
at which two further members were appointed. Following
the changes indicated above, the Supervisory Board will
have six members.
17
2011